ex4-1.htm


    Exhibit 4.1


     

    SUPPLEMENTAL
INDENTURE NO. 3

     

     

    THIS SUPPLEMENTAL INDENTURE NO.
3, dated as of March 7, 2008 (the “Supplemental Indenture No.
3”), 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 (the “Base Indenture” and
as amended by this Supplemental Indenture No. 3, 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(5) of the Base Indenture provides that the Company may enter into a
supplemental indenture to add to, change or eliminate any of the provisions of
the Indenture in respect of one or more series of Securities, provided that any
such addition, change or elimination shall neither (A) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (B) modify the rights of the
Holder of any such Security with respect to such provision;

     

    WHEREAS,
the Company desires to amend the first paragraph of Section 303 of the Base
Indenture as it relates to the Senior Notes (as defined below) and each series
of Securities to be issued after the date hereof;

     

    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 a series of
Securities issued pursuant to the Indenture;

     

    WHEREAS,
the Company desires to issue a series of Securities, and has duly authorized the
creation and issuance of such Securities and the execution and delivery of this
Supplemental Indenture No. 3 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. 3 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 amending certain provisions of the Base Indenture;
and

     

     

    
      
        
        

      

      
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    WHEREAS,
all conditions and requirements of the Base Indenture necessary to make this
Supplemental Indenture No. 3 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 “6.35% Senior Notes due 2018” of the Company (the “Senior
Notes”).

     

    Section
1.02 Limitation of Aggregate
Principal Amount.  The aggregate principal amount of the Senior
Notes shall initially be limited to $300,000,000 (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, Senior Notes pursuant to Sections 304, 305, 306, 906 or 1107
of the Indenture and except for any Securities 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 Senior Notes, issue additional Senior Notes having the same interest rate,
maturity date, CUSIP number and other terms (other than issue date and issue
price) (“Additional
Senior Notes”).  Any Additional Senior Notes, together with the
Senior Notes, will constitute a single series of Securities under the
Indenture.  No Additional Senior Notes may be issued if an Event of
Default under the Indenture has occurred and is continuing with respect to the
Senior Notes.

     

    Section
1.03 Principal Payment
Date.  The principal amount of the Senior Notes outstanding
(together with any accrued and unpaid interest) shall be payable in a single
installment on March 15, 2018, which date shall be the Stated Maturity of the
Senior Notes.

     

    Section
1.04 Interest and Interest
Rates.  The rate of interest on each Senior Note shall be 6.35%
per annum, accruing from March 7, 2008, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semi-annually
in arrears on March 15 and September 15 of each year, commencing September 15,
2008 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 

     

     

     

    
      
        
        

      

      
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    (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 the fifteenth calendar day
(whether or not a Business Day) prior to 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) The
Company may redeem the Senior 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 Senior 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 Senior 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 40 basis points, plus, in each
case, accrued and unpaid interest on the Senior Notes to the Redemption Date
(the “Redemption
Price”).  Unless the Company defaults in payment of the
Redemption Price, interest will cease to accrue on the Senior Notes called for
redemption on and after the Redemption Date.

     

    (b) The
Treasury Rate shall be calculated on the third Business Day preceding the
Redemption Date.

     

    (c) Notice of
redemption shall be given in accordance with Section 1104 of the
Indenture.  If less than all of the Senior Notes then Outstanding are
to be redeemed, the Trustee will select the particular Senior Notes or portions
thereof in accordance with Section 1103 of the Indenture.

     

     

    
      
        
        

      

      
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    (d) For the
purposes of this Section 1.06 of Supplemental Indenture No. 3, 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 Senior 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 Senior Notes to be redeemed.

     

    “Comparable Treasury
Price” means, with respect to any Redemption Date for any Senior Notes,
the average of all Reference Treasury Dealer Quotations obtained.

     

    “Independent Investment
Banker” means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.

     

    “Primary Treasury
Dealer” means a primary U.S. Government securities dealer in New York
City.

     

    “Reference Treasury
Dealer” means Banc of America Securities LLC, Goldman, Sachs & Co.
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 Trustee, 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 Trustee 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(519)” 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 Senior Notes, 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
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    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 Change of Control
Offer.

     

    (a) If a
Change of Control Triggering Event occurs, unless the Company has exercised its
right to redeem the Senior Notes 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 Senior Notes
at a repurchase price in cash equal to 101% of the aggregate principal amount of
the Senior Notes 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 a notice to Holders of Senior Notes
describing the transaction or transactions that constitute the Change of Control
Triggering Event and offering to repurchase the Senior Notes 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 (the “Change of Control Payment
Date”), pursuant to the procedures required by the Senior Notes 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 Senior
Notes 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 Senior Notes, 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 Senior Notes by virtue of such conflicts.

     

    (c) The
Company will not be required to offer to repurchase the Senior Notes 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 Senior Notes properly tendered and not withdrawn under
its offer; provided that for all
purposes of the Senior Notes 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 Senior Notes unless the Company promptly makes an offer to
repurchase the Senior Notes 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:

     

     

    
      
        
        

      

      
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    (i) accept or
cause a third party to accept for payment all Senior Notes or portions of Senior
Notes 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 Senior Notes or portions of Senior
Notes properly tendered; and

     

    (iii) deliver
or cause to be delivered to the Trustee the Senior Notes properly accepted,
together with an officer’s certificate stating the principal amount of Senior
Notes or portions of Senior Notes being purchased.

     

    (e) For the
purposes of this Section 1.07, the terms below are defined as
follows:

     

    “Below Investment Grade
Rating Event” means the 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 Senior Notes, 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 Senior Notes 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; (2) the consummation
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    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; or (3)
the first day on which a majority of the members of the Company’s Board of
Directors are not Continuing Directors; 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.

     

    “Continuing Director”
means, as of any date of determination, any member of the Board of Directors of
the Company who (1) was a member of
the Board of Directors of the Company on the date of the issuance of the Senior
Notes; or (2)
was nominated for election or elected to the Board of Directors of the Company
with the approval of a majority of the Continuing Directors who were members of
such Board of Directors of the Company at the time of such nomination or
election (either by specific vote or by approval of the Company’s proxy
statement in which such member was named as a nominee for election as a
director).

     

    “Fitch” means Fitch
Ratings Inc. and its successors.

     

    “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 its successors.

     

     

    
      
        
        

      

      
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    “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 Senior Notes or fails to make a
rating of the Senior 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.

     

    “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and its successors.

     

    Section
1.08 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
1.09 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
1.10 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
1.11 Senior Notes to be Issued in
Global Form.  The Senior Notes will be permanently represented
by one or more securities in global form (the “Global Note”). The
Company hereby designates The Depository Trust Company as the initial Depositary
for the Global Note.

     

    Section
1.12 Form of Senior
Notes.  The Senior Notes shall be substantially in the form
attached as Annex
A hereto.

     

     

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

     

     

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

     

    ARTICLE
II

    AMENDMENT OF BASE
INDENTURE

     

    Section
2.01 Execution, Authentication,
Delivery, and Dating.  The first paragraph of Section 303 of
the Base Indenture is hereby deleted in its entirety and the following is
inserted in substitution therefor:

     

     

    
      
        
        

      

      
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    The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents, attested by its Corporate Secretary or one of its Assistant
Corporate Secretaries.  The signature of any of these officers on the
Securities may be manual or facsimile.

     

    ARTICLE
III

    MISCELLANEOUS

     

    Section
3.01 Integral Part; Effect of
Supplement on Indenture.  This Supplemental Indenture No. 3
constitutes an integral part of the Indenture.  Except for the
amendments and supplements made by this Supplemental Indenture No. 3, the Base
Indenture shall remain in full force and effect as executed.

     

    Section
3.02 General
Definitions.  For purposes of this Supplemental Indenture No.
3:

     

    (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. 3.

     

    Section
3.03 Adoption, Ratification and
Confirmation.  The Indenture, as supplemented by this
Supplemental Indenture No. 3, is in all respects hereby adopted, ratified and
confirmed.

     

    Section
3.04 Trustee Not Responsible for
Recitals. The recitals in this Supplemental Indenture No. 3 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. 3.

     

    Section
3.05 Counterparts.  This
Supplemental Indenture No. 3 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
3.06 Governing
Law.  This Supplemental Indenture No. 3 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]

     

     

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the Company and the Trustee have executed this Supplemental
Indenture No. 3 as of the date first above written.

     

     

                        CIGNA
CORPORATION

     

     

                        By: /s/ Mordecai Schwartz

     

                        Name: Mordecai
Schwartz

                        Title: Senior
Vice President 

     and Treasurer

     

                        U.S. BANK NATIONAL
ASSOCIATION

     

     

                        By: /s/ William G.
Keenan                                              

     

                        Name: William G.
Keenan

                        Title: Vice
President 

     

     

    
      
        
        

      

      
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    ANNEX
A

     

     

    FORM OF
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.

     

     

    CIGNA
CORPORATION

    6.35%
Senior Note Due 2018

     

     

    CUSIP:
125509 BK4

     

     

    No.
1                                                                                                                   Principal
Amount  $300,000,000

     

     

    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 Three Hundred Million Dollars ($300,000,000) upon
presentation and surrender of this Security on March 15, 2018 and to pay
interest thereon accruing from March 7, 2008 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
in arrears on March 15 and September 15 of each year, commencing September 15,
2008, at the rate of 6.35% 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 

     

     

    
      
        
        

      

      
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    Date for
such interest payment, which shall be the close of business on the fifteenth
calendar day (whether or not a Business Day) prior to 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.

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     

     

    


     

                        CIGNA
CORPORATION

     

     

    


     

     

                        By:
____________________

     

                        Name:

                        Title:

     

     

    Attest:

     

     

    


    ____________________

    Name:

    Title:

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

     

    This is
one of the Securities of the series designated under, and referred to in, the
within-mentioned Indenture.

     

     

                        U.S. BANK NATIONAL
ASSOCIATION, 

                        as
Trustee

     

     

                        By:
____________________

                        Authorized
Signatory

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    [REVERSE
SIDE OF SECURITY]

     

     

    CIGNA
CORPORATION

    6.35%
Senior Notes due 2018

     

     

    This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued
and to be issued in one or more series under a Senior Indenture, dated as of
August 16, 2006, as supplemented by a Supplemental Indenture No. 3, dated as of
March 7, 2008 (as so supplemented, the “Indenture”), between
the Company, as issuer, and U.S. Bank National Association, as trustee (herein
called the “Trustee”, which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered.  This Security is one of the series designated on the face
hereof, initially limited in aggregate principal amount to $300,000,000, subject
to future issuances of additional Securities pursuant to Section 301 of the
Indenture.

     

    The
Securities of this series are subject to redemption upon not less than 30
calendar days’ nor more than 60 calendar days’ notice by mail, 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 Securities 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 Securities 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 40 basis points, plus, in each
case, accrued and unpaid interest on the Securities to the 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(519)” 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 Senior Notes, 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 

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.

     

    The
Treasury Rate shall be calculated on the third Business Day preceding the
Redemption Date.

     

    “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 Senior 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 Senior Notes to be redeemed.

     

    “Comparable Treasury
Price” means, with respect to any Redemption Date for any Senior Notes,
the average of all Reference Treasury Dealer Quotations obtained.

     

    “Independent Investment
Banker” means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.

     

    “Primary Treasury
Dealer” means a primary U.S. Government securities dealer in New York
City.

     

    “Reference Treasury
Dealer” means Banc of America Securities, LLC, Goldman, Sachs, & Co.
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 Trustee, 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 Trustee by that Reference
Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day
preceding such Redemption Date.

     

    Unless
the Company defaults in payment of the Redemption Price, interest will cease to
accrue on the Securities of this series called for redemption on and after the
Redemption Date.  In the event of redemption of this Security in part
only, a new Security or Securities of this series for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.

     

    If a
Change of Control Triggering Event occurs, unless the Company has exercised its
right to redeem the Securities 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 Securities at
a repurchase price in cash equal to 101% of the aggregate principal amount


     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    of the
Securities 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 a notice to Holders of Securities
describing the transaction or transactions that constitute the Change of Control
Triggering Event and offering to repurchase the Securities 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 (the “Change of Control Payment
Date”), pursuant to the procedures required hereby and described in such
notice.

     

    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
Securities 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 Securities, 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 Securities by virtue of such conflicts.

     

    The
Company will not be required to offer to repurchase the Securities 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 Securities properly tendered and not withdrawn under its
offer; provided that for all purposes
of the Securities 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 Securities unless the Company promptly makes an offer to repurchase the
Securities 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.

     

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

     

    
      	
              ·  

            	
              accept
      or cause a third party to accept for payment all Securities or portions of
      Securities properly tendered pursuant to the Change of Control
      Offer;

            


    

     

    
      	
              ·  

            	
              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 Securities or portions of
      Securities properly tendered; and

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              ·  

            	
              deliver
      or cause to be delivered to the Trustee the Securities properly accepted,
      together with an officer’s certificate stating the principal amount of
      Securities or portions of Securities being
  purchased.

            


    

     

    “Below Investment Grade
Rating Event” means the Securities 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
(i) during such
60-day period one or more Rating Agencies has publicly announced that it is
considering the possible downgrade of the Securities, and (ii) 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 Securities 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; (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; or (3) the first day on
which a majority of the members of the Company’s Board of Directors are not
Continuing Directors; 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


     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    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.

     

    “Continuing Director”
means, as of any date of determination, any member of the Board of Directors of
the Company who (1) was a member of the Board of Directors of the Company on the
date of the issuance of the Securities; or (2) was nominated for election or
elected to the Board of Directors of the Company with the approval of a majority
of the Continuing Directors who were members of such Board of Directors of the
Company at the time of such nomination or election (either by specific vote or
by approval of the Company’s proxy statement in which such member was named as a
nominee for election as a director).

     

    “Fitch” means Fitch
Ratings Inc. and its successors.

     

    “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 its successors.

     

    “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 Securities or fails to make a
rating of the Securities 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.

     

    “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and its successors.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected.  The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.  Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, or the right of
the Holder of this Security, which is absolute and unconditional, to pay, or, in
the case of the Holder of this Security, to receive payment of, the principal of
(and premium, if any) and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the Corporate Trust
Office of the Trustee or the Paying Agent’s office where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or such
Holder’s attorney duly authorized in writing; and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.

     

    The
Securities of this series are issuable only in registered form without coupons
in denominations of $2,000 and multiples of $1,000 in excess
thereof.  As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for
other Securities of this series, of a like tenor and aggregate principal amount
but of a different authorized denomination, as requested by the Holder
surrendering the same.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    No
service charge shall be made for any such registration of transfer or exchange,
but the Company or the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Sections 304, 906 or 1107 of the Indenture not involving any
transfer.

     

    Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

     

    The
Indenture provides that the Company, at the Company’s option, (a) will be discharged
from any and all obligations in respect of the Securities (except for certain
obligations to register the transfer or exchange of Securities, replace stolen,
lost or mutilated Securities, maintain paying agencies and hold moneys for
payment in trust) or (b) need not comply
with certain restrictive covenants of the Indenture, in each case if the Company
deposits, in trust with the Trustee, money, or U.S. Government Obligations (or
Foreign Government Obligations if the Securities are denominated in a foreign
currency or currencies) which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, in an
amount sufficient to pay all the principal (including any mandatory sinking fund
payments) of (and premium, if any) or interest on the Securities on the dates
such payments are due in accordance with the terms of such Securities, and
certain other conditions are satisfied.

     

    No
recourse shall be had for the payment of the principal of (and premium, if any)
or interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer, employee,
agent or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

     

    All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
FORM

     

     

    I or we
assign and transfer this Security to:
____________________________________________________________

     

     

    Insert
social security or other identifying number of assignee

     

    ________________________________________________________________________________

    


     

    Print or
type name, address and zip code of assignee

     

    ________________________________________________________________________________

    


    ________________________________________________________________________________

     

    ________________________________________________________________________________

     

    and
irrevocably appoint _______________________, as agent, to transfer this Security
on the books of the Company.

     

     

    The agent
may substitute another to act for him.

     

     

    Date:
_____________

     

     

    Signed
________________________________________

    (Sign exactly as name appears on
the

    other side of this
Security)

     

     

    Signature
Guarantee*:

     

     

    *   The
Holder’s signature must be guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States or an “eligible guarantor institution” as defined by Rule 17Ad-15
under the Exchange Act.