Judith E. Soltz
Executive Vice President
and General Counsel
Legal & Public Affairs




Routing OL55D
One Liberty Place
1650 Market Street
Philadelphia, PA 19192
Telephone 215-761-1536
Facsimile 215-761-5519


December 19, 2003

Jonathan G. Katz
U.S. Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549-0609

    Re: File No. S7-19-03

Dear Mr. Katz:

I am the General Counsel of CIGNA Corporation, a Delaware corporation with $19B in annual revenues, $82B in assets under management and more than 30,000 employees worldwide. I appreciate this opportunity to comment on the Securities and Exchange Commission ("SEC") proposal requiring companies to include shareholder nominees for directors in company proxy materials.

We support and appreciate the SEC's efforts to implement the Sarbanes-Oxley Act of 2002. We also support the recent governance reforms initiated by the New York Stock Exchange and NASDAQ, which we believe will make boards more independent and establish proper accountability. However, adequate time should be allowed for these governance reforms to work before additional requirements are imposed on issuers.

Moreover, in our opinion the proposed thresholds for triggering a shareholder nomination are not appropriate. Frequent contested elections would occur even for companies that are responsive to shareholder concerns and performing well. Annual election contests are distracting and costly to organizations and would inevitably discourage qualified individuals from serving as corporate directors.

Additionally, a contested election is not the best way to select qualified board members who can represent all shareholders. An independent nominating committee is the best forum to select qualified directors with the unique mix of skills and experience needed to oversee the corporation and represent all shareholders.

Thank you for considering these concerns about the proposed rules.


Judith E. Soltz
General Counsel