UNITED STATES
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COMMISSION
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D.C. 20549
SCHEDULE 14A
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CIGNA
Corporation
Two
Liberty Place
1601
Chestnut Street
Philadelphia,
PA 19192-1550
April
10, 2008
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To
Our Investors:
In
anticipation of CIGNA Corporation’s annual meeting of shareholders to be held on
Wednesday, April 23, 2008, you have been asked to vote on three separate
proposals to amend CIGNA Corporation’s Restated Certificate of
Incorporation. Each of these proposed amendments has been approved by
the Board of Directors and, together, they reflect the Company’s continued
commitment to implementing good corporate governance practices. Institutional
Shareholder Services (ISS) has recommended a FOR vote on each of the
proposals described below and we urge you to vote your shares in favor of these
proposed amendments.
Approve
the amendment of Article Fourth of the Company’s Restated Certificate of
Incorporation
Currently,
the Restated Certificate of Incorporation includes provisions related to Junior
Participating Preferred Stock, Series D that was created to be issued under
the Company’s Shareholder Rights Agreement. The Shareholder Rights
Agreement expired on August 4, 2007; therefore the Board of Directors has
approved an amendment to Article Fourth of the Restated Certificate of
Incorporation that would delete the provisions related to the Junior
Participating Preferred Stock, Series D. CIGNA must obtain
shareholder approval of this proposal in order to amend the Restated Certificate
of Incorporation.
Approve
the amendment of Article Fifth of the Company’s Restated Certificate of
Incorporation
In
October, 2007, the Board approved the amendment of Article Fifth of CIGNA's
Restated Certificate of Incorporation to replace the 80% supermajority voting
requirement relating to any amendment of the By-Laws by CIGNA’s shareholders
(other than an amendment to Article Three, Section Two of the By-Laws which
concerns number, qualifications, election and term of office for CIGNA’s Board
of Directors), with a simple majority voting requirement. CIGNA must obtain
shareholder approval of this proposal in order to amend the Restated Certificate
of Incorporation.
Approve
the amendment of Article Tenth of the Company’s Restated Certificate of
Incorporation
In
October, 2007, the Board also approved amendments to Article Tenth of the
Company’s Restated Certificate of Incorporation that would replace certain
supermajority voting requirements with a simple majority voting requirement.
These proposed amendments provide for a simple majority voting requirement to
replace the eighty percent (80%) supermajority voting requirement relating to
(1) the approval of certain business combinations, as defined in the
Restated Certificate of Incorporation, and (2) any amendment of Article
Tenth of the Company’s Certificate of Incorporation. CIGNA must obtain
shareholder approval of this proposal in order to amend the Restated Certificate
of Incorporation.
Each of
the proposed amendments to the Company’s Restated Certificate of Incorporation
described above is also described in the Proxy Statement. The Restated
Certificate of Incorporation itself, as proposed to be amended, is included as
Exhibit B to the Proxy Statement. CIGNA’s 2008 Proxy Statement and 2007 Annual
Report to Shareholders are available online at
http://www.cigna.com/about_us/investor_relations/recent_disclosures.html. You
may also contact CIGNA’s Shareholder Services Department at 215.761.3516 for
additional copies of the Proxy Statement and/or Annual Report.
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We
appreciate the opportunity to share with you our reasons for proposing these
changes to CIGNA's Restated Certificate of Incorporation and to reiterate
CIGNA's commitment to good corporate governance. If you would like to discuss
the proposals or any other matters referred to in this letter, please contact
either of us.
Sincerely,
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/s/
Nicole Jones
NICOLE
S. JONES
Corporate
Secretary
CIGNA
Corporation
Two
Liberty Place
1601
Chestnut Street
Philadelphia,
PA 19192-1550
(215)
761-3713
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/s/
Ted Detrick
TED
DETRICK
Vice
President, Investor Relations
CIGNA
Corporation
Two
Liberty Place
1601
Chestnut Street
Philadelphia,
PA 19192-1550
(215)
761-1414
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