-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BXoxkzHrmh6YdUb8mwYdrwpB9zcxxQuuWkc/YEGzEPeKXa4gE/kS8fbqMxuX4fXI Zl6zRjLzbGaCqa8F+Mlk1Q== 0000893220-97-000430.txt : 19970227 0000893220-97-000430.hdr.sgml : 19970227 ACCESSION NUMBER: 0000893220-97-000430 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970226 EFFECTIVENESS DATE: 19970226 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: 333-22391 FILM NUMBER: 97544082 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 CORP. STOCK PLAN 1 As filed with the Securities and Exchange Commission on February 26, 1997 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 19192-1550 (Address of Principal Executive Offices) (Zip Code)
CIGNA CORPORATION STOCK PLAN (Full title of the plan) CAROL J. WARD CORPORATE SECRETARY CIGNA CORPORATION ONE LIBERTY PLACE 1650 MARKET ST. PHILADELPHIA, PA 19192-1550 (Name and address of agent for service) (215) 761-1000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to be price per offering registration to be registered registered share (2) price (2) fee - --------------------------------------------------------------------------------------------------------------------------- Common Stock par value $1.00 1,000,000 per share (1) shares (1) $157.25 $157,250,000 $47,646.75
- -------------------------------------------------------------------------------- (1) Securities registered include an equal number of Rights to Purchase Junior Participating Preferred Stock, Series D, which are attached to the shares of Common Stock referenced above. No registration fee is required with respect to such securities. (2) Estimated solely for purposes of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, on the basis of the average of the high and low prices of the Common Stock as reported in the consolidated reporting system of the New York Stock Exchange on February 24, 1997. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents have been filed by CIGNA Corporation ("CIGNA") with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Exchange Act of 1934 (the "Exchange Act") (File No. 1-8323), and are incorporated herein by reference: (a) CIGNA's Annual Report on Form 10-K for the year ended December 31, 1995, including Amendments thereto on Form 10-K/A; (b) CIGNA's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 1996; (c) CIGNA's Current Reports on Form 8-K dated February 13, March 5, April 30, July 30 and October 30, 1996 and February 11, 1997; (d) The description of CIGNA's Common Stock contained in CIGNA's Registration Statement on Form 8-B dated March 22, 1982, as amended, including all amendments and reports for the purpose of updating such description; and (e) The description of Preferred Stock Purchase Rights contained in CIGNA's Registration Statement on Form 8-A dated July 28, 1987, as amended by CIGNA's filings on Form 8 dated August 11, 1987 and March 27, 1989 and any other amendments and reports filed for the purpose of updating such description. All documents subsequently filed by CIGNA pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Such incorporation by reference will not be deemed to specifically incorporate by reference the information referred to in Item 402(a)(8) of Regulation S-K. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 2 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Section 145 of the Delaware General Corporation Law, CIGNA is empowered to indemnify its directors and officers in the circumstances therein provided. Under Article VI of its By-Laws, CIGNA will indemnify any director or officer of CIGNA, as well as any other persons who serve as directors or officers of any other entity at the request of CIGNA, to the extent that such persons' defense to any claim against them in such capacity is successful or to the extent that they are determined to have acted in good faith and in a manner such persons reasonably believed to be in or not opposed to the best interests of CIGNA and, in the case of a criminal proceeding, as to which such persons had no reasonable cause to believe that such conduct was unlawful. Article VI will not provide indemnification to a director or officer who has been adjudged to be liable to CIGNA, unless a court of competent jurisdiction shall determine that such indemnification is proper. CIGNA is insured against liabilities which it may incur by reason of Article VI of its By-Laws. In addition, directors and officers are insured, at CIGNA's expense, against some liabilities which might arise out of their employment and not be subject to indemnification under the By-Laws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Documents filed as Exhibits hereto are listed in the Exhibit Index appearing on page E-1. ITEM 9. UNDERTAKINGS. CIGNA hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or 3 4 decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by CIGNA pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("the Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under item 6 above, or 4 5 otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 6 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PHILADELPHIA, COMMONWEALTH OF PENNSYLVANIA, ON THE 26TH DAY OF FEBRUARY, 1997. CIGNA CORPORATION By /s/Carol J. Ward ------------------------------------- Carol J. Ward Corporate Secretary PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. Principal Executive Officer: *WILSON H. TAYLOR - -------------------------------------- Wilson H. Taylor Chairman of the Board, Chief Executive Officer and a Director Principal Financial Officer: Principal Accounting Officer: *JAMES G. STEWART *GARY A. SWORDS - -------------------------------------- ----------------------------------- James G. Stewart Gary A. Swords Executive Vice President Vice President and and Chief Financial Officer Chief Accounting Officer Directors: *ROBERT P. BAUMAN *MARILYN W. LEWIS - -------------------------------------- ----------------------------------- Robert P. Bauman Marilyn W. Lewis *ROBERT H. CAMPBELL *PAUL F. OREFFICE - -------------------------------------- ----------------------------------- Robert H. Campbell Paul F. Oreffice *ALFRED C. DECRANE, JR. *CHARLES R. SHOEMATE - -------------------------------------- ----------------------------------- Alfred C. DeCrane, Jr. Charles R. Shoemate *JAMES F. ENGLISH, JR. *LOUIS W. SULLIVAN, M.D. - -------------------------------------- ----------------------------------- James F. English, Jr. Louis W. Sullivan, M.D. *BERNARD M. FOX *CAROL COX WAIT - -------------------------------------- ----------------------------------- Bernard M. Fox Carol Cox Wait *By /s/Carol J. Ward 2/26/97 ----------------------------------- Carol J. Ward Date Attorney-in-Fact
6 7 Exhibit Index
Number Description Method of Filing - ------ ----------- ---------------- 4.3 Description of Common Stock Filed as Item 1 to CIGNA Corporation's Form 8-B dated March 22, 1982 and incorporated herein by reference. 4.4(a) 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. 4.4(b) 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 as March 27, 1989 and of March 22, 1989 between incorporated herein by CIGNA Corporation and Morgan reference. Shareholder Services Trust Company 23 Consent of Price Waterhouse Filed herewith. 24 Powers of Attorney Filed herewith.
E-1 EX-23 2 CONSENT OF PRICE WATERHOUSE 1 Exhibit 23 Consent of Price Waterhouse E-2 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, 1996, which appears on page 46 of the 1995 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, 1995. 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, PA February 26, 1997 E-3 EX-24 3 POWERS OF ATTORNEY 1 Exhibit 24 Powers of Attorney E-4 2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of l933 or the Securities Exchange Act of l934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries, and all amendments thereto, including, without limitation, a registration statement on Form S-8 for the offering of 1,000,000 shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791, 33-44371 and 33-60053); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May l5, l998. IN WITNESS WHEREOF, the undersigned has executed this document as of the 26th day of February, l997. /s/ Robert P. Bauman ---------------------------------- Robert P. Bauman E-5 3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of l933 or the Securities Exchange Act of l934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries, and all amendments thereto, including, without limitation, a registration statement on Form S-8 for the offering of 1,000,000 shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791, 33-44371 and 33-60053); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May l5, l998. IN WITNESS WHEREOF, the undersigned has executed this document as of the 26th day of February, l997. /s/ Robert H. Campbell ------------------------------ Robert H. Campbell E-6 4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of l933 or the Securities Exchange Act of l934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries, and all amendments thereto, including, without limitation, a registration statement on Form S-8 for the offering of 1,000,000 shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791, 33-44371 and 33-60053); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May l5, l998. IN WITNESS WHEREOF, the undersigned has executed this document as of the 26th day of February, l997. /s/ Alfred C. DeCrane, Jr. ----------------------------------- Alfred C. DeCrane, Jr. E-7 5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of l933 or the Securities Exchange Act of l934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791, 33-44371 and 33-60053); 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; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May l5, l997. IN WITNESS WHEREOF, the undersigned has executed this document as of the 21st day of February, l996. /s/ James F. English, Jr. ----------------------------------- James F. English, Jr E-8 6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of l933 or the Securities Exchange Act of l934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries, and all amendments thereto, including, without limitation, a registration statement on Form S-8 for the offering of 1,000,000 shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791, 33-44371 and 33-60053); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May l5, l998. IN WITNESS WHEREOF, the undersigned has executed this document as of the 26th day of February, l997. /s/ Bernard M. Fox --------------------------------- Bernard M. Fox E-9 7 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of l933 or the Securities Exchange Act of l934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries, and all amendments thereto, including, without limitation, a registration statement on Form S-8 for the offering of 1,000,000 shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791, 33-44371 and 33-60053); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as her own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May l5, l998. IN WITNESS WHEREOF, the undersigned has executed this document as of the 26th day of February, l997. /s/ Marilyn W. Lewis ----------------------------- Marilyn W. Lewis E-10 8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of l933 or the Securities Exchange Act of l934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries, and all amendments thereto, including, without limitation, a registration statement on Form S-8 for the offering of 1,000,000 shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791, 33-44371 and 33-60053); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May l5, l998. IN WITNESS WHEREOF, the undersigned has executed this document as of the 26th day of February, l997. /s/ Paul F. Oreffice ------------------------------- Paul F. Oreffice E-11 9 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of l933 or the Securities Exchange Act of l934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries, and all amendments thereto, including, without limitation, a registration statement on Form S-8 for the offering of 1,000,000 shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791, 33-44371 and 33-60053); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May l5, l998. IN WITNESS WHEREOF, the undersigned has executed this document as of the 26th day of February, l997. /s/ Charles R. Shoemate ------------------------------- Charles R. Shoemate E-12 10 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of l933 or the Securities Exchange Act of l934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries, and all amendments thereto, including, without limitation, a registration statement on Form S-8 for the offering of 1,000,000 shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791, 33-44371 and 33-60053); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May l5, l998. IN WITNESS WHEREOF, the undersigned has executed this document as of the 26th day of February, l997. /s/ Louis W. Sullivan, M.D. ------------------------------- Louis W. Sullivan, M.D. E-13 11 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, an Executive Officer of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of l933 or the Securities Exchange Act of l934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries, and all amendments thereto, including, without limitation, a registration statement on Form S-8 for the offering of 1,000,000 shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791, 33-44371 and 33-60053); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May l5, l998. IN WITNESS WHEREOF, the undersigned has executed this document as of the 26th day of February, l997. /s/ James G. Stewart ------------------------------- James G. Stewart E-14 12 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, an officer of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of l933 or the Securities Exchange Act of l934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries, and all amendments thereto, including, without limitation, a registration statement on Form S-8 for the offering of 1,000,000 shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791, 33-44371 and 33-60053); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May l5, l998. IN WITNESS WHEREOF, the undersigned has executed this document as of the 26th day of February, l997. /s/ Gary A. Swords ------------------------------- Gary A. Swords E-15 13 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director and Executive Officer of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of l933 or the Securities Exchange Act of l934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries, and all amendments thereto, including, without limitation, a registration statement on Form S-8 for the offering of 1,000,000 shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791, 33-44371 and 33-60053); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May l5, l998. IN WITNESS WHEREOF, the undersigned has executed this document as of the 26th day of February, l997. /s/ Wilson H. Taylor ------------------------------- Wilson H. Taylor E-16 14 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of l933 or the Securities Exchange Act of l934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries, and all amendments thereto, including, without limitation, a registration statement on Form S-8 for the offering of 1,000,000 shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791, 33-44371 and 33-60053); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as her own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May l5, l998. IN WITNESS WHEREOF, the undersigned has executed this document as of the 26th day of February, l997. /s/ Carol Cox Wait ------------------------------- Carol Cox Wait E-17 -----END PRIVACY-ENHANCED MESSAGE-----