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HORTON

SHIELDS&
KNOX PC

Kimberly A. Knox
kknox@hortonshieldsknox.com

Appeals, Ethics & Civil litigation Since 1976


90 Gillett Street, Hartford, CT 06105
860.522.8338
Fax 860.728.0401

hortonshieldsknox.con1

BY HAND-DELIVERY
August 22, 2016

Attorney Barbara Housen


CT Office of State Ethics
18-20 Trinity St., 2nd Floor
Hartford, CT 06106

Re:

Proposed Declaratory Ruling No. 2016-A (Petition From a Common Cause)

Dear Attorney Housen:


Thank you for the opportunity to respond to the questions you raised in your letter dated
July 29, 2016. I will respond to the questions as presented:
1. The blind trust was created on April 25, 2015.
2. Because the Commissioner and her husband owned no Cigna stock at the time the blind
trust was created, no stock was put in the blind trust.
3. Not applicable.
4. The Commissioner's husband currently owns no Cigna stock or options. He has deferred
compensation, contingent on continued employment, which is provided in the normal
course of business under Cigna' s employee compensation plans similar to other employees.
Mr. Wade's unvested stock and options will next vest in approximately the last week of
February/first week of March 2017, 2018, and 2019.
5. The provisions of General Statutes 1-84 through 1-86 address financial gain or loss,
which is necessarily based on the ownership of stock and options. The Commissioner's
husband owns no Cigna stock or options. Another possible reason for inquiry is to
determine whether Commissioner Wade's husband holds stock constituting five per cent
or more of the total outstanding of any class of stock. General Statutes 1-79(2). The
Commissioner's husband owns no Cigna stock or options. It is speculative to assume that
he will own stock or options in the future as such compensation is tied to his continued
employment. Until such time as the unvested stock and options vest, there is no legal basis
upon which to determine any conflict of interest. Therefore, Commissioner Wade is
committed to notifying the OSE prior to such vesting of her husband's unvested stock and
options, as applicable.

HORTON, SHIELDS

& KNOX, PC

The request impermissibly seeks information not required under the Code of Ethics
financial filing disclosure requirements. General Statutes 1-83. It is seeking, in a public forum,
granular information about Mr. Wade's personal employment compensation.
l also take this opportunity to correct a typographical error in our July 20, 2016 submission
to the Citizen's Ethics Advisory Board. On page 8, third paragraph, subsection c, the work "not"
was inadvertently omitted. The third sentence should read: "As noted above, he does not "own"
the options until they vest."

Finally, the Connecticut Insurance Department suspended consideration of Anthem's Form


A Application seeking control of Connecticut domiciled insurance subsidiaries of Cigna
Corporation. The U.S. Department of Justice has filed suit seeking an injunction to prohibit the
planned acquisition or any other transaction that would combine the two companies. (Case No.
1:16-cv-01493). For these reasons and contingent on the outcome of the lawsuit, Commissioner
Wade will not be acting on Anthem's Form A Application.
Very truly yours,

Kimberly A. Knox

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