Nicholas Philip
Title:
Vice President and Treasurer
Title:
Vice President
15
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1.
The other dealer referred to in clause (b) of Section 1.2 of the Agreement is
J.P. Morgan Securities Inc.
2.
The following changes are hereby made to the Agreement:
(a)
Section 1.6(j) is hereby added to the Agreement, as follows:
(j) The Issuer hereby agrees that, not later than 15 days after the first sale
of Notes as contemplated by this Agreement, it will file with the SEC a notice
on Form D in accordance with Rule 503 under the Securities Act and that it will
thereafter file such amendments to such notice as Rule 503 may require.
(b)
Section 2.4 of the Agreement is amended by adding the words "and
Regulation D thereunder" after the words "Section 4(2) thereof "on the third
line of such Section.
(c)
A new Section 6.16 is hereby added to the Agreement, as follows:
6.16 "Regulation D" shall mean Regulation D (Rules 501 et seq.) under
theSecurities Act.
3.
The addresses of the respective parties for purposes of notices under Section
7.1 are as follows:
For the Issuer:
Address:
CIGNA Corporation
TL15J
1601 Chestnut Street
Philadelphia, PA
19192
Attention:
Treasurer
Telephone number:
215.761.2814
Fax number:
215.761.5516
For the Dealer:
Address:
Goldman, Sachs & Co.
85 Broad Street
New York, NY
10004
Attention:
Money Market Origination
Telephone number:
212 902 2525
Fax number:
212 902 0683
16
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT
THAT (I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO
THE ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND (III) IT IS EITHER (A)(1) AN INSTITUTIONAL INVESTOR OR
SOPHISTICATED INDIVIDUAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE
MEANING OF RULE 501(a) UNDER THE ACT AND WHICH, IN THE CASE OF AN INDIVIDUAL,
(i) POSSESSES SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS
THAT HE OR SHE IS CAPABLE OF EVALUATING AND BEARING THE ECONOMIC RISK OF AN
INVESTMENT IN THE NOTES AND (ii) HAS NOT LESS THAN $5 MILLION IN INVESTMENTS (AN
"INSTITUTIONAL ACCREDITED INVESTOR" OR "SOPHISTICATED INDIVIDUAL ACCREDITED
INVESTOR", RESPECTIVELY) AND (2)(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii) A
BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN
ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF THE ACT)
ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR AGENT
(OTHER THAN A U.S. BANK OR SAVINGS AND