cigna-s8.htm
As filed with the Securities and Exchange Commission on December 11, 2007
Registration No. 333-

UNITED STATES
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
(State or other jurisdiction of incorporation)
  
06-1059331
(IRS Employer
Identification No.)

Two Liberty Place, 1601 Chestnut Street
Philadelphia, Pennsylvania 19192-1550
(Address of principal executive offices)  (Zip Code)

CIGNA Deferred Compensation Plan
 (Full title of the plan)

Nicole S. Jones
Corporate Secretary
CIGNA Corporation
Two Liberty Place
1601 Chestnut Street
Philadelphia, PA 19192-1550
(Name and address of agent for service)

(215) 761-1000
(Registrant’s telephone number, including area code)


CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered
Amount to be registered
Proposed maximum offering price per share (1)
Proposed maximum aggregate offering price (2)
Amount of registration fee
Deferred Compensation Obligations (1)
$20,000,000
100%
$20,000,000
$614.00

(1)  The Deferred Compensation Obligations are unsecured and unfunded general obligations of CIGNA Corporation to pay certain deferred compensation in the future in accordance with the terms of the CIGNA Deferred Compensation Plan.

(2)  Estimated solely for purposes of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933.



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Note on Filing History

On November 12, 1999, CIGNA Corporation filed a registration statement on Form S-8 (File No. 333-90785), registering $30,000,000 of Deferred Compensation Obligations to be offered under the CIGNA Deferred Compensation Plan (the Plan).  On November 2, 2005, CIGNA Corporation filed a registration statement on Form S-8 (File No. 333-129395), registering an additional $10,000,000 of Deferred Compensation Obligations to be offered under the Plan.  CIGNA is filing this registration statement to register an additional $20,000,000 of Deferred Compensation Obligations under the Plan.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Section 10(a) prospectus relating to the Plan is omitted from this registration statement pursuant to the Note to Part I of Form S-8.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


As permitted by General Instruction E to Form S-8, the contents of CIGNA’s registration statements on Form S-8 (File No. 333-129395 and 333-90785), covering Deferred Compensation Obligations to be offered under the Plan, are incorporated by reference.

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SIGNATURES
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this 11th day of December, 2007.
 
 

 
CIGNA CORPORATION
 
By:  /s/ Nicole S. Jones
       Nicole S. Jones
       Corporate Secretary
 
        
 
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on December 11, 2007.
 
Principal Officers:
Directors:*
 
 
H. Edward Hanway*
Robert H. Campbell
Chairman, Chief Executive Officer
and a Director
Isaiah Harris, Jr.
Jane E. Henney, M.D
 
Peter N. Larson
 Principal Financial Officer:
Roman Martinez IV
 
James E. Rogers
 By:    /s/ Michael W. Bell
Harold A. Wagner
           Michael W. Bell
Carol Cox Wait
           Executive Vice President
Eric C. Wiseman
           and Chief Financial Officer
Donna Zarcone
 
William D. Zollars
Date:  December 11, 2007
  


Principal Accounting Officer:
  
 
  
By:     /s/ Annmarie T. Hagan
  
   Annmarie T. Hagan
  
   Vice President and
  
   Chief Accounting Officer
  
   
Date:  December 11, 2007
 
 
*By:     /s/ Nicole S. Jones
 
     Nicole S. Jones
     Attorney-in-Fact
   
 
Date:    December 11, 2007


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EXHIBIT INDEX
 
 

 
Number
Description
Method of Filing
 
 
 
 
 
 
4
CIGNA Deferred Compensation Plan of 2005, effective as of January 1, 2005
 
 
 
5
Opinion of Counsel as to legality of securities
 
 
 
23.1
Consent of Counsel (included in Exhibit 5)
 
 
 
23.2
Consent of Independent Registered Public Accounting Firm
 
 
 
24
 Powers of Attorney
 
 
Filed as Exhibit 24.1 to CIGNA's Post-Effective Amendment No 1 to Form S-8 Registration Statement dated August 3, 2007 and incorporated herein by reference.
     
 

 
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