Exhibit 4.1

 

SUPPLEMENTAL INDENTURE NO. 10

THIS SUPPLEMENTAL INDENTURE NO. 10 , dated as of September 14, 2017 (the " Supplemental Indenture No. 10 "), between CIGNA CORPORATION , a corporation duly organized and existing under the laws of the State of Delaware (the " Company "), and U.S. BANK NATIONAL ASSOCIATION , a national banking association duly organized and existing under the laws of the United States of America, as trustee (the " Trustee ").

RECITALS:

WHEREAS, the Company and the Trustee are parties to a Senior Indenture, dated as of August 16, 2006, as amended by Supplemental Indenture No. 3 thereto, dated as of March 7, 2008 (as amended, the " Base Indenture " and as supplemented by this Supplemental Indenture No. 10, the " Indenture "), relating to the issuance from time to time by the Company of its Securities on terms to be specified at the time of issuance;

WHEREAS, Section 901(7) of the Base Indenture provides that the Company may enter into a supplemental indenture to establish the terms and provisions of Securities of any series issued pursuant to the Indenture;

WHEREAS, the Company desires to issue two separate series of Securities, and has duly authorized the creation and issuance of such Securities and the execution and delivery of this Supplemental Indenture No. 10 to modify the Base Indenture and provide certain additional provisions as hereinafter described;

WHEREAS, the parties hereto deem it advisable to enter into this Supplemental Indenture No. 10 for the purpose of establishing the terms of such Securities, providing for the rights, obligations and duties of the Trustee with respect to such Securities; and

WHEREAS, all conditions and requirements of the Base Indenture necessary to make this Supplemental Indenture No. 10 a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto.

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged by the parties hereto, the parties hereto agree as follows:

ARTICLE I

THE SENIOR NOTES

Section 1.01    Title of Securities .  There shall be a series of Securities designated the "3.050% Senior Notes due 2027" of the Company (the " 2027 Notes ") and a series of Securities designated the "3.875% Senior Notes due 2047" of the Company (the " 2047 Notes " and, together with the 2027 Notes, the " Senior Notes ").

 

 

Section 1.02      Limitation of Aggregate Principal Amount .

(a)   The aggregate principal amount of the 2027 Notes shall initially be limited to $600,000,000 (except for 2027 Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, 2027 Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture and except for any 2027 Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered thereunder).  The Company may, without the consent of the Holders of the 2027 Notes, issue additional 2027 Notes having the same interest rate, maturity date, CUSIP number and other terms (other than issue date and issue price) (" Additional 2027 Notes "); provided , however , that no such Additional 2027 Notes may be issued under the Indenture unless fungible for U.S. federal income tax purposes with the $600,000,000 aggregate principal amount of 2027 Notes initially issued under this Supplemental Indenture.  Any Additional 2027 Notes, together with the 2027 Notes, will constitute a single series of Securities under the Indenture.  No Additional 2027 Notes may be issued if an Event of Default under the Indenture has occurred and is continuing with respect to the 2027 Notes.

(b)   The aggregate principal amount of the 2047 Notes shall initially be limited to $1,000,000,000 (except for 2047 Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, 2047 Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture and except for any 2047 Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered thereunder).  The Company may, without the consent of the Holders of the 2047 Notes, issue additional 2047 Notes having the same interest rate, maturity date, CUSIP number and other terms (other than issue date and issue price) (" Additional 2047 Notes "); provided , however , that no such Additional 2047 Notes may be issued under the Indenture unless fungible for U.S. federal income tax purposes with the $1,000,000,000 aggregate principal amount of 2047 Notes initially issued under this Supplemental Indenture.  Any Additional 2047 Notes, together with the 2047 Notes, will constitute a single series of Securities under the Indenture.  No Additional 2047 Notes may be issued if an Event of Default under the Indenture has occurred and is continuing with respect to the 2047 Notes.

Section 1.03     Principal Payment Date .  The principal amount of the 2027 Notes outstanding (together with any accrued and unpaid interest) shall be payable in a single installment on October 15, 2027, which date shall be the Stated Maturity of the 2027 Notes. The principal amount of the 2047 Notes outstanding (together with any accrued and unpaid interest) shall be payable in a single installment on October 15, 2047, which date shall be the Stated Maturity of the 2047 Notes.

Section 1.04      Interest and Interest Rates .  The rate of interest on each 2027 Note shall be 3.050% per annum, accruing from September 14, 2017, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2018 until the principal thereof is paid or made available for payment. The rate of interest on each 2047 Note shall be 3.875% per annum, accruing from September 14, 2017, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2018 until the principal thereof is paid or made available for payment.  The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months.  The amount of interest payable for any period shorter than a full monthly period shall be computed on the basis of the actual number of calendar days elapsed in such a period.  In the event that any Interest Payment Date, Redemption Date, Change of Control Payment Date, Maturity or Stated Maturity of any Senior Note is not a Business Day, then payment of interest or principal (and premium, if any) payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay).  The interest so payable in respect of any Senior Note, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name such Senior Note (or one or more Predecessor Securities) is registered at the close of business on April 1 or October 1, as the case may be (in each case, whether or not a Business Day), next preceding such Interest Payment Date (the " Regular Record Date ").  Any such interest not punctually paid or duly provided for in respect of any Senior Note shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name such Senior Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such Defaulted Interest, notice whereof shall be given to the Holders of the Senior Notes not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Senior Notes may be listed, and upon such notice as may be required by such exchange.

 

 

Section 1.05      Place of Payment .  The place where the Senior Notes may be presented or surrendered for payment, where the Senior Notes may be surrendered for registration of transfer or exchange and where notices and demand to or upon the Company in respect of the Senior Notes and the Indenture may be served shall be the Corporate Trust Office of the Trustee or the Paying Agent's office maintained for that purpose in the Borough of Manhattan, City of New York.

Section 1.06      Optional Redemption .  (a)  Prior to July 15, 2027, the Company may redeem the 2027 Notes, at any time, and from time to time, in whole or in part, at a redemption price equal to the greater of ( i ) 100% of the principal amount of such 2027 Notes to be redeemed and ( ii ) the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the Redemption Date) on the 2027 Notes to be redeemed from the Redemption Date to the Stated Maturity date discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points, plus, in each case, accrued and unpaid interest on the 2027 Notes to but excluding the Redemption Date (the " 2027 Make Whole Redemption Price "). On or after July 15, 2027, the Company may redeem the 2027 Notes, at any time, and from time to time, in whole or in part, at a redemption price equal to 100% of the principal amount of such 2027 Notes to be redeemed, plus accrued and unpaid interest on the 2027 Notes to but excluding the Redemption Date (together with the 2027 Make Whole Redemption Price, the " 2027 Redemption Price "). Unless the Company defaults in payment of the 2027 Redemption Price, interest will cease to accrue on the 2027 Notes called for redemption on and after the Redemption Date.

(b)   Prior to April 15, 2047, the Company may redeem the 2047 Notes, at any time, and from time to time, in whole or in part, at a redemption price equal to the greater of ( i ) 100% of the principal amount of such 2047 Notes to be redeemed and ( ii ) the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the Redemption Date) on the 2047 Notes to be redeemed from the Redemption Date to the Stated Maturity date discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points, plus, in each case, accrued and unpaid interest on the 2047 Notes to but excluding the Redemption Date (the " 2047 Make Whole Redemption Price "). On or after April 15, 2047, the Company may redeem the 2047 Notes, at any time, and from time to time, in whole or in part, at a redemption price equal to 100% of the principal amount of such 2047 Notes to be redeemed, plus accrued and unpaid interest on the 2047 Notes to but excluding the Redemption Date (together with the 2047 Make Whole Redemption Price, the " 2047 Redemption Price "). Unless the Company defaults in payment of the 2047 Redemption Price, interest will cease to accrue on the 2047 Notes called for redemption on and after the Redemption Date.

(c)   In the event of a redemption where the 2027 Make Whole Redemption Price or the 2047 Make Whole Redemption Price is payable, the Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date.

(d)   Notice of redemption shall be given in accordance with Section 1104 of the Indenture; provided that, any such notice of redemption shall be given by first-class mail, postage pre-paid, mailed (or otherwise delivered in accordance with the applicable procedures of the Depository) not less than 15 nor more than 60 days prior to the Redemption Date, to each holder of the Senior Notes to be redeemed, at the holder's address appearing in the Security Register (as defined in the Indenture).  For the avoidance of doubt, 15 days shall be a sufficient amount of time for such prior notice with respect to the redemption of the Senior Notes pursuant to Section 1104 of the Indenture and this Section 1.06(d).  If less than all of the 2027 Notes or 2047 Notes, as applicable, then Outstanding are to be redeemed, the Trustee will select the particular 2027 Notes or 2047 Notes or portions thereof in accordance with Section 1103 of the Indenture.

 

 

(e)   For the purposes of this Section 1.06 of Supplemental Indenture No. 10, the terms below are defined as follows:

" Comparable Treasury Issue " means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2027 Notes or the 2047 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2027 Notes or the 2047 Notes to be redeemed.

" Comparable Treasury Price " means, with respect to any Redemption Date for any 2027 Notes or any 2047 Notes, the average of all Reference Treasury Dealer Quotations obtained by the Company.

" Independent Investment Banker " means one of the Reference Treasury Dealers appointed by the Company from time to time.

" Primary Treasury Dealer " means a primary U.S. government securities dealer in the United States.

" Reference Treasury Dealer " means J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. and their successors; provided , however , that if any Reference Treasury Dealer ceases to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer.

" Reference Treasury Dealer Quotations " means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by that Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day preceding such Redemption Date.

" Treasury Rate " means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date for the 2027 Notes or the 2047 Notes, as applicable, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

Section 1.07      [Reserved] .

Section 1.08      Change of Control Offer .  (a)  If a Change of Control Triggering Event occurs with respect to the 2027 Notes or the 2047 Notes, unless the Company has exercised its right to redeem the 2027 Notes or the 2047 Notes, as applicable, in full, the Company will make an offer to each Holder (the " Change of Control Offer ") to repurchase any and all of such Holder's 2027 Notes or 2047 Notes, as applicable, at a repurchase price in cash equal to 101% of the aggregate principal amount of the 2027 Notes or the 2047 Notes, as applicable, repurchased plus accrued and unpaid interest, if any, thereon, to the date of repurchase (the " Change of Control Payment ").  Within 30 days following any Change of Control Triggering Event, the Company will mail (or otherwise deliver in accordance with the applicable procedures of the Depository) a notice to Holders of 2027 Notes or 2047 Notes, as applicable, describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the 2027 Notes or the 2047 Notes, as applicable, on the date specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (or otherwise delivered in accordance with the applicable procedures of the Depository) (the " Change of Control Payment Date "), pursuant to the procedures required by the 2027 Notes or the 2047 Notes, as applicable, and described in such notice.

 

 

(b)   The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2027 Notes or the 2047 Notes, as applicable, as a result of a Change of Control Triggering Event.  To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the 2027 Notes or the 2047 Notes, as applicable, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control repurchase provisions of the 2027 Notes or the 2047 Notes, as applicable, by virtue of such conflicts.

(c)   The Company will not be required to offer to repurchase the 2027 Notes or the 2047 Notes, as applicable, upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases on the applicable date all 2027 Notes or 2047 Notes, as applicable, properly tendered and not withdrawn under its offer; provided that for all purposes of the 2027 Notes or the 2047 Notes, as applicable, and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the 2027 Notes or the 2047 Notes, as applicable, unless the Company promptly makes an offer to repurchase the 2027 Notes or the 2047 Notes, as applicable, at 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party's scheduled Change of Control Payment Date.

(d)   On the Change of Control Payment Date, the Company will, to the extent lawful:

(i)     accept or cause a third party to accept for payment all 2027 Notes or 2047 Notes, as applicable, properly tendered pursuant to the Change of Control Offer;

(ii)    deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all 2027 Notes or 2047 Notes, as applicable, properly tendered; and

(iii)   deliver or cause to be delivered to the Trustee the 2027 Notes or the 2047 Notes, as applicable, properly accepted, together with an officer's certificate stating the principal amount of the 2027 Notes or the 2047 Notes, as applicable, being purchased.

(e)   For the purposes of this Section 1.08, the terms below are defined as follows:

" Below Investment Grade Rating Event " with respect to the 2027 Notes or the 2047 Notes, as applicable, means such Senior Notes are rated below all Investment Grade Ratings by at least two of the three Rating Agencies on any date from the earlier of (1) the occurrence of a Change of Control and (2) public notice of the Company's intention to effect a Change of Control, in each case until the end of the 60-day period following public notice of the occurrence of the Change of Control; provided , however , that if (a) during such 60-day period one or more Rating Agencies has publicly announced that it is considering the possible downgrade of the 2027 Notes or the 2047 Notes, as applicable, and (b) a downgrade by each of the Rating Agencies that has made such an announcement would result in a Below Investment Grade Rating Event, then such 60-day period shall be extended for such time as the rating of the 2027 Notes or the 2047 Notes, as applicable, by any such Rating Agency remains under publicly announced consideration for possible downgrade to a rating below an Investment Grade Rating and a downgrade by such Rating Agency to a rating below an Investment Grade Rating could cause a Below Investment Grade Rating Event.  Notwithstanding the foregoing, a rating event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a rating event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Company's or the Trustee's request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the rating event).

 

 

" Change of Control " means the occurrence of any of the following: (1) direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its subsidiaries; or (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its subsidiaries becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company's voting stock; provided , however , that a transaction will not be deemed to involve a Change of Control if (A) the Company becomes a wholly owned subsidiary of a holding company and (B)(x) the holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of the Company's voting stock immediately prior to that transaction or (y) immediately following that transaction no Person is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company. For purposes of this definition, " voting stock " means capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of the Company, even if the right to vote has been suspended by the happening of such a contingency.

" Change of Control Triggering Event " means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

 " Fitch " means Fitch Ratings Inc. and any successor to its rating agency business.

" Investment Grade Rating " means a rating by Moody's equal to or higher than Baa3 (or the equivalent under a successor rating category of Moody's), a rating by S&P equal to or higher than BBB- (or the equivalent under any successor rating category of S&P), a rating by Fitch equal to or higher than BBB- (or the equivalent under any successor rating category of Fitch), and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company under the circumstances permitting the Company to select a replacement agency and in the manner for selecting a replacement agency, in each case as set forth in the definition of " Rating Agencies ".

" Moody's " means Moody's Investors Service, Inc. and any successor to its rating agency business.

" Rating Agencies " means (1) Moody's, S&P and Fitch; and (2) if any or all of Moody's, S&P or Fitch ceases to rate the 2027 Notes or 2047 Notes or fails to make a rating of the 2027 Notes or 2047 Notes publicly available for reasons outside of the Company's control, a "nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) of the Exchange Act, that the Company selects (pursuant to a resolution of the Company's Board of Directors) as a replacement agency for any of Moody's, S&P or Fitch, or all of them, as the case may be, with respect to the 2027 Notes or 2047 Notes, as applicable.

" S&P " means Standard & Poor's Ratings Group Inc., a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

Section 1.09     Sinking Fund Obligations .  The Company has no obligation to redeem or purchase any Senior Notes pursuant to any sinking fund or analogous requirement or upon the happening of a specified event or at the option of a Holder thereof.

Section 1.10      Denomination .  The Senior Notes shall be issuable only in registered form without coupons and in denominations of $2,000 and multiples of $1,000 in excess thereof.

 

 

Section 1.11      Currency .  Principal and interest on the Senior Notes shall be payable in such coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts.

Section 1.12      Senior Notes to be Issued in Global Form .  Each of the 2027 Notes and the 2047 Notes will be permanently represented by one or more securities in global form (collectively, the " Global Notes "). The Company hereby designates The Depository Trust Company as the initial Depository for the Global Notes.

Section 1.13      Form of Senior Notes .  The 2027 Notes shall be substantially in the form attached as Annex A hereto and the 2047 Notes shall be substantially in the form attached as Annex B hereto.

Section 1.14      Security Registrar and Paying Agent for the Senior Notes .  The Trustee shall serve initially as the Security Registrar and the Paying Agent for the Senior Notes.

Section 1.15      Defeasance .  The provisions of Section 1006 of the Indenture shall apply to the Senior Notes.

 

 

ARTICLE II

MISCELLANEOUS

Section 2.01     Integral Part; Effect of Supplement on Indenture .  This Supplemental Indenture No. 10 constitutes an integral part of the Indenture.  Except for the amendments and supplements made by this Supplemental Indenture No. 10 (which only apply to the Senior Notes and any other Securities issued thereunder), the Base Indenture shall remain in full force and effect as executed.

Section 2.02      General Definitions .  For purposes of this Supplemental Indenture No. 10:

(a)   Capitalized terms used herein without definition shall have the meanings specified in the Base Indenture;

(b)   All references to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of the Base Indenture; and

(c)   The terms "herein," "hereof," "hereunder" and other words of similar import refer to this Supplemental Indenture No. 10.

Section 2.03      Adoption, Ratification and Confirmation .  The Indenture, as supplemented by this Supplemental Indenture No. 10, is in all respects hereby adopted, ratified and confirmed.

Section 2.04     Trustee Not Responsible for Recitals . The recitals in this Supplemental Indenture No. 10 are made by the Company, and the Trustee assumes no responsibility for the correctness of such recitals.  The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture No. 10.

Section 2.05      Counterparts .  This Supplemental Indenture No. 10 may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original and all of which shall constitute but one and the same instrument.

Section 2.06       Governing Law .  This Supplemental Indenture No. 10 and the Senior Notes shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state.

[signature page follows]

 

 

 

IN WITNESS WHEREOF, the Company and the Trustee have executed this Supplemental Indenture No. 10 as of the date first above written.

	CIGNA CORPORATION
	By: /s/ Timothy D. Buckley
	Name: Timothy D. Buckley Title:   Vice President and Treasurer
	U.S. BANK NATIONAL ASSOCIATION
	By: /s/ William G. Keenan
	Name:  William G. Keenan Title:    Vice President

 

 

ANNEX A

FORM OF 2027 GLOBAL NOTE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF CEDE & CO.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFERS OF THIS GLOBAL SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN NOMINEES OF CEDE & CO. OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE.

 

No. [       ]

Principal Amount  $[        ]

CIGNA CORPORATION, a Delaware corporation (herein called the " Company "), which term includes any successor Person under the Indenture hereinafter referred to, for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal sum of [___] Million Dollars ($[________]) upon presentation and surrender of this Security on October 15, 2027 and to pay interest thereon accruing from September 14, 2017, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2018, at the rate of 3.050% per annum, until the principal hereof is paid or made available for payment.  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest payment, which shall be the close of business on April 1 or October 1, as the case may be (in each case, whether or not a Business Day), next preceding such Interest Payment Date.  Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

 

 

Payment of the principal of (and premium, if any) and interest on this Security will be made at the Corporate Trust Office of the Trustee or the Paying Agent's office maintained for that purpose in the Borough of Manhattan, City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided , however , that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

	CIGNA CORPORATION
	By:
	Name: Title:
Attest:
Name: Title:

A-3

---

A-4

---

A-5

---

A-6

---

A-7

---

A-8

---

A-9

---

A-10

---

A-11

---

CIGNA CORPORATION

3.875% Senior Notes Due 2047

CUSIP: 125509BW8

ISIN: US125509BW85

B-1

---

B-2

---

B-3

---

	U.S. BANK NATIONAL ASSOCIATION,
	as Trustee
	By:
	Authorized Signatory

 

B-5

---

B-6

---

B-7

---

B-8

---

B-9

---

 

B-10

---