Exhibit 4.1
SUPPLEMENTAL INDENTURE
dated as of August 10, 2017
among
AETNA INC.,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
3.875% Senior Notes due August 15, 2047
TABLE OF CONTENTS
Article 1
Definitions |
| Section 1.01. Definitions |
2 |
| Section 1.02. Section References |
6 |
Article 2
The Notes |
| Section 2.01. Issue of Notes |
6 |
| Section 2.02. Stated Maturity |
7 |
| Section 2.03. Notes Issuable as Global Securities. |
7 |
| Section 2.04. Interest and Payment |
7 |
| Section 2.05. Payment of Principal, Premium and Interest |
7 |
| Section 2.06. Optional Redemption. |
7 |
| Section 2.07. Change of Control Offer to Purchase. |
8 |
| Section 2.08. Applicability of Certain Provisions of the Base Indenture in Respect of the Notes. |
9 |
| Section 2.09. Registrar and Paying Agent |
10 |
| Section 2.10. No Sinking Fund |
10 |
| Section 2.11. Minimum Denominations |
10 |
Article 3
Miscellaneous |
| Section 3.01. Relation to Indenture |
10 |
| Section 3.02. Continued Effect. |
10 |
| Section 3.03. Provisions Binding on Company’s Successors |
10 |
| Section 3.04. Certain Trustee Matters. |
11 |
| Section 3.05. Governing Law |
11 |
| Section 3.06. Counterparts |
11 |
Exhibit A – Form of Security
SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of August 10, 2017, between AETNA INC., a corporation duly organized and validly existing under
the laws of the Commonwealth of Pennsylvania (the “Company”), having its principal office at 151 Farmington
Avenue, Hartford, Connecticut 06156 and U.S. BANK NATIONAL ASSOCIATION, as successor-in-interest to State Street Bank and Trust
Company, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company and the Trustee entered
into a Senior Indenture dated as of March 2, 2001 (the “Base Indenture”, and as supplemented by this Supplemental
Indenture, the “Indenture”) providing for the issuance from time to time of the Company’s debentures,
notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as in the Base
Indenture provided;
WHEREAS, Sections 201 and 301 of the Base
Indenture provide that the Company and the Trustee may establish the terms of a new series of Securities in an indenture supplemental
to the Base Indenture;
WHEREAS, Section 901 of the Base Indenture
provides that the Company and the Trustee may enter into an indenture supplemental to the Base Indenture, without the consent of
any Holders, to eliminate any of the provisions of the Base Indenture in respect of a new series of Securities so established pursuant
to Section 301 of the Base Indenture;
WHEREAS, pursuant to resolutions adopted
by the Board of Directors of the Company on January 31, 2014 and the Delegation of Authority of Mark T. Bertolini, Chairman and
Chief Executive Officer of the Company, dated July 26, 2017 (collectively, the “Company Resolutions”), the Company
has approved to be established a new series of Securities, designated as its 3.875% Senior Notes due August 15, 2047 (the “Notes”)
as in this Supplemental Indenture provided; and
WHEREAS, all requirements necessary to make
this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms and to make the Notes, when
executed, authenticated and delivered by the Company, the valid, binding and enforceable obligations of the Company have been done
and performed.
NOW, THEREFORE, in consideration of the
premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby
agree as follows:
Article
1
Definitions
Section 1.01. Definitions.
(a)
Capitalized terms used herein and not otherwise defined herein have the respective meanings assigned to them in the Base
Indenture.
(b)
The following terms shall have the meanings assigned to them in this Section 1.01(b):
“Base Indenture” has
the meaning stated in the first recital of this Supplemental Indenture.
“Below Investment Grade Rating
Event” means the Notes are rated below an Investment Grade Rating by each of the 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 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; 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 Notes,
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 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 Below Investment Grade 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).
“Business Day”, when
used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.
“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” (as that term is used in Section 13(d)(3) of the Exchange Act) 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 Offer”
has the meaning stated in Section 2.07(a) of this Supplemental Indenture.
“Change of Control Payment”
has the meaning stated in Section 2.07(a) of this Supplemental Indenture.
“Change of Control Payment Date”
has the meaning stated in Section 2.07(a) of this Supplemental Indenture.
“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
“Company” means the Person
named as the “Company” in the first paragraph of this Supplemental Indenture until a successor Person shall have become
such pursuant to the applicable provisions of the Indenture, and thereafter “Company” shall mean such successor Person.
“Company Resolutions”
has the meaning stated in the fourth recital of this Supplemental Indenture.
“Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity
comparable to the remaining term of the Notes to be redeemed, calculated as if the Stated Maturity of the principal of the Notes
were February 15, 2047 (the “Remaining Life”) 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 Life
of the Notes to be redeemed.
“Comparable Treasury Price”
means, with respect to any Redemption Date for any Notes, the average of all Reference Treasury Dealer Quotations obtained.
“DTC” means The Depository
Trust Company.
“Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, and any successor statute thereto.
“Fitch” means Fitch Ratings,
Inc. and its successors.
“Indenture” has the meaning
stated in the first recital of this Supplemental Indenture.
“Independent Investment Banker”
means one of the Reference Treasury Dealers appointed by the Company.
“Investment Grade Rating”
means a rating by Moody’s equal to or higher than Baa3 (or the equivalent under any 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 circumstances permitting
the Company to select a replacement rating agency and in the manner for selecting a replacement rating agency, in each case as
set forth in the definition of “Rating Agencies.”
“Moody’s” means
Moody’s Investors Service, Inc. and its successors.
“Notes” has the meaning
stated in the fourth recital of this Supplemental Indenture.
“Primary Treasury Dealer”
has the meaning stated in the definition of “Reference Treasury Dealer” in this Section 1.01(b).
“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 Notes or fails
to make a rating of
the 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 as a replacement rating agency for any of Moody’s, S&P or Fitch, or all of them, as the
case may be, with respect to the Notes.
“Reference Treasury Dealer”
means each of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC and
Morgan Stanley & Co. LLC. If any Reference Treasury Dealer ceases to be a primary U.S. government securities dealer in the
United States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer for
that 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. on the third Business Day preceding the Redemption Date.
“Remaining Life” has
the meaning stated in the definition of “Comparable Treasury Issue” in this Section 1.01(b).
“Securities” has the
meaning stated in the first recital of this Supplemental Indenture and more particularly means any Securities authenticated and
delivered under the Indenture, including, without limitation, the Notes.
“S&P” means S&P
Global Ratings, a division of S&P Global Inc., and its successors.
“Supplemental Indenture”
has the meaning stated in the first paragraph of this instrument.
“Treasury Rate” means,
with respect to any Redemption Date for any portion of the Notes,
| · | the yield, under the heading which represents the average for the immediately preceding week, appearing in, or available through,
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 Remaining Life for the 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 those yields
on a straight line basis, rounding to the nearest month), or
| · | if the release referred to in the previous bullet (or any successor release) is not published during the week preceding the
calculation date or does not contain the yields referred to above, 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 that Redemption Date. |
The Treasury Rate will be calculated on
the third Business Day preceding the Redemption Date.
“Trustee” means the Person
named as the “Trustee” in respect of the Notes in the first paragraph of this Supplemental Indenture until a successor
Trustee in respect of the Notes shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Trustee”
shall mean or include such Person who is then a Trustee in respect of the Notes.
Section 1.02. Section References. Each
reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer
to this Supplemental Indenture. Each reference to a particular section of the Base Indenture shall refer to that particular section
of the Base Indenture.
Article
2
The Notes
Section 2.01. Issue of Notes. The
Notes shall be issued as a series of Securities under the Base Indenture as supplemented by this Supplemental Indenture, which
series shall be known and designated as the “3.875% Senior Notes due August 15, 2047” of the Company. The Notes shall
be unsecured. The Notes shall be executed, authenticated and delivered in accordance with the provisions of the Indenture. The
aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture is initially limited to $1,000,000,000
(except for such Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Sections 304, 305, 306, 906 or 1107 of the Base Indenture and except for any Notes which, pursuant to Section 303 of
the Base Indenture, are deemed never to have been authenticated and delivered thereunder). Additional Notes may be authenticated
and delivered from time to time as contemplated in Section 301 of the Base Indenture; provided that if the additional Notes
are not fungible with the
Notes for United States Federal income tax purposes, the additional
Notes will have a separate CUSIP number. The entire amount of Notes may immediately be executed by the Company and delivered to
the Trustee and shall be authenticated by the Trustee and delivered to or upon the order of the Company pursuant to Section 303
of the Base Indenture.
Section 2.02. Stated Maturity. The
Stated Maturity of the principal of the Notes shall be August 15, 2047.
Section 2.03. Notes Issuable as Global
Securities.
(a)
The Notes shall be issued in the form of one or more Global Securities registered in the name of DTC or its nominee, to
be deposited with, or on behalf of, DTC, New York, New York.
(b)
The Notes shall be in such form or forms as may be approved by the officers of the Company as provided in the Company Resolutions,
such approval to be evidenced by any such officer’s manual or facsimile signature on the Notes, provided that such form or
forms of the Notes are not inconsistent with the requirements of the Indenture or the Company Resolutions and are substantially
in the form or forms attached hereto as Exhibit A.
Section 2.04. Interest and Payment. The
Notes shall bear interest at the rate of 3.875% per annum, which shall accrue from August 10, 2017, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on February 15 and
August 15 in each year, beginning February 15, 2018, to the Person in whose name the Notes (or one or more predecessor Notes) are
registered at the close of business on the Regular Record Date next preceding the Interest Payment Date. Each February 15 and August
15 shall be an “Interest Payment Date” for the Notes, and the February 1 or August 1 (whether or not a Business
Day), as the case may be, next preceding an Interest Payment Date shall be the “Regular Record Date” for the
interest payable on such Interest Payment Date. In any case where any Interest Payment Date is not a Business Day, then payment
of interest may be made on the next succeeding Business Day without any additional amount being payable in respect of any delay.
Section 2.05. Payment of Principal, Premium
and Interest. Payment of the principal of and premium, if any, and interest on the Notes will be made at the office or agency
of the Company maintained for that purpose in the United States of America; provided, however, that at any time that
the Notes are not represented by Global Securities, 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.
Section 2.06. Optional Redemption.
(a)
At any time prior to February 15, 2047, the Notes may be redeemed upon not less than 15 calendar days’ nor more than
60 calendar days’ notice by mail, in whole or in part, at the option of the Company, at a Redemption Price equal to the greater
of:
(i)
100% of the principal amount of the Notes being redeemed; or
(ii)
the sum of the present value of (x) 100% of the principal amount of the Notes being redeemed and (y) all required remaining
scheduled interest payments due on the Notes being redeemed, in each case calculated as if the Stated Maturity of the principal
of the Notes were February 15, 2047, discounted to, but excluding, 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, any interest
accrued but not paid to, but excluding, the Redemption Date.
(b)
At any time on or after February 15, 2047, the Notes may be redeemed upon not less than 15 calendar days’ nor more
than 60 calendar days’ notice by mail, in whole or in part, at the option of the Company, at a Redemption Price equal to
100% of the principal amount of the Notes being redeemed plus any interest accrued but not paid to, but excluding, the Redemption
Date.
(c)
Notice of any redemption will be mailed at least 15 calendar days but no more than 60 calendar days before the Redemption
Date to each holder of Notes to be redeemed.
(d)
Unless the Company defaults in payment of the Redemption Price, interest will cease to accrue on the Notes or the portions
of the Notes called for redemption on and after the Redemption Date.
Section 2.07. Change of Control Offer
to Purchase.
(a)
If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Notes in full pursuant
to Section 2.06, the Company will make an offer to each Holder of Notes (the “Change of Control Offer”)
to repurchase any and all (equal to $2,000 or an integral multiple of $1,000) of such Holder’s Notes at a repurchase price
in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any,
thereon, to, but excluding, 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 the Notes describing the transaction or transactions
that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice
(the “Change of Control Payment Date”), which date will be no less than
30 days and no more than 60 days from the date such notice is
mailed, pursuant to the procedures required by the Notes and described in such notice.
(b)
The Company will comply with the requirements of Rule 14e-1 under 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 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 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 Notes by virtue
of such conflicts.
(c)
The Company will not be required to offer to repurchase the 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 Notes properly tendered and not withdrawn
under its offer; provided that for all purposes of the 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 Notes unless the Company promptly makes an offer to repurchase the Notes at 101% of the outstanding
principal amount thereof plus accrued and unpaid interest, if any, thereon, to, but excluding, 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 Notes or portions of 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 each Note or portion of a Note properly tendered; and
(iii)
deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an officer’s certificate
stating the aggregate principal amount of Notes or portions of Notes being purchased.
Section 2.08. Applicability of Certain
Provisions of the Base Indenture in Respect of the Notes.
(a)
The Event of Default specified in Section 501(5) of the Base Indenture shall not apply to the Notes.
(b)
Section 1005 of the Base Indenture shall not apply to the Notes.
(c)
The second line of Section 1104 of the Base Indenture is hereby amended to replace “30” with “15”
for purposes of the Notes.
(d)
Section 704 of the Base Indenture is hereby amended and restated to read in its entirety as follows: “The Company
shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the
Trust Indenture Act; provided, however, that any such information, document or report filed with the Commission on its Electronic
Data Gathering, Analysis and Retrieval (or EDGAR) system or any successor thereto shall be deemed to be filed with the Trustee.”
Section 2.09. Registrar and Paying Agent.
U.S. Bank National Association shall act as Paying Agent and registrar with respect to the Notes.
Section 2.10. No Sinking Fund. The
Company shall not be obligated to redeem or purchase the Notes pursuant to any sinking fund or analogous provision, or at the option
of any Holder thereof, except as provided in Section 2.07 of this Supplemental Indenture.
Section 2.11. Minimum Denominations.
The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and any multiple of $1,000 in
excess thereof.
Article
3
Miscellaneous
Section 3.01. Relation to Indenture.
This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore
or hereafter authenticated and delivered under the Indenture shall be bound hereby.
Section 3.02. Continued Effect. Except
as expressly supplemented and amended by this Supplemental Indenture, the Base Indenture shall continue in full force and effect
in accordance with the provisions thereof, and the Base Indenture is in all respects hereby ratified and confirmed. This Supplemental
Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.
Section 3.03. Provisions Binding on Company’s
Successors. All of the covenants, stipulations, promises and agreements in this Supplemental Indenture by the Company shall
bind its successors and assigns whether so expressed or not.
Section 3.04. Certain Trustee Matters.
(a)
The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility
for their correctness.
(b)
The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the Notes or the
proper authorization or the due execution hereof or thereof by the Company.
Section 3.05. Governing Law. This
Supplemental Indenture and the Notes shall be governed by and construed in accordance with the internal laws of the State of New
York.
Section 3.06. Counterparts. This
Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
[signatures follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
| AETNA INC., as the Company |
| |
| By: |
/s/ David Buda |
| |
Name: |
David Buda |
| |
Title: |
Vice President, Finance and Treasurer |
[Signature page to Supplemental Indenture]
| U.S. BANK NATIONAL ASSOCIATION, as Trustee |
| |
| By: |
/s/ David J. Ganss |
| |
Name: |
David J. Ganss
|
| |
Title: |
Vice President |
[Signature page to Supplemental Indenture]
Exhibit A
Form of Security
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A
NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL
SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation (“DTC”), to Aetna Inc. or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
AETNA INC.
3.875% SENIOR NOTE DUE 2047
CUSIP: 00817Y AZ1
ISIN: US00817YAZ16
AETNA INC., a Pennsylvania 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 registered assigns, the principal sum of [ ]
Dollars ($[ ])
upon presentation and surrender of this Security on August 15, 2047, and to pay interest thereon from August 10, 2017 or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 15 and August
15 in each year, beginning February 15, 2018, at the rate of 3.875% 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, which
shall be the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the 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 such Indenture. In any case where any Interest Payment Date is not a Business Day, then payment of interest may be made on the
next succeeding Business Day without any additional amount being payable in respect of any delay.
Payment of the principal of and premium,
if any, and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the United
States of America, 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.
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. Such provisions include, without limitation, provisions relating to redemption of this Security
by the Company.
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 such Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.
Dated: August 10, 2017
| AETNA INC. |
| |
| By: |
|
| |
Name: |
David Buda |
| |
Title: |
Vice President, Finance and Treasurer |
[SEAL]
Attest:
Judith H. Jones
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 Officer |
(Back of Security)
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 March 2, 2001 (herein called the “Base Indenture”), between the
Company, as issuer, and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the Indenture), as supplemented
by the Supplemental Indenture dated as of August 10, 2017, between the Company and the Trustee (together with the Base Indenture,
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 $1,000,000,000, subject
to future issuances of additional Securities pursuant to Section 301 of the Base Indenture.
At any time prior to February 15, 2047,
the Securities of this series are subject to redemption upon not less than 15 calendar days’ nor more than 60 calendar days’
notice by mail, in whole or in part, at the option of the Company, at a Redemption Price equal to the greater of:
| · | 100% of the principal amount of the Securities being redeemed; or |
| · | the sum of the present value of (x) 100% of the principal amount of the Securities being redeemed and (y) all required remaining
scheduled interest payments due on the Securities being redeemed, in each case calculated as if the Stated Maturity of the principal
of such Securities were February 15, 2047, discounted to, but excluding, 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, any interest
accrued but not paid to, but excluding, the Redemption Date.
At any time on or after February 15, 2047,
the Securities of this series are subject to redemption upon not less than 15 calendar days’ nor more than 60 calendar days’
notice by mail, in whole or in part, at the option of the Company, at a Redemption Price equal to 100% of the principal amount
of the Securities being redeemed plus any interest accrued but not paid to, but excluding, the Redemption Date.
“Treasury Rate” means,
with respect to any Redemption Date for any portion of the Securities of this series,
| · | the yield, under the heading which represents the average for the immediately preceding week, appearing in, or available through,
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 Remaining Life for the Securities of
this series, 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 those yields on a straight line basis, rounding to the nearest
month), or |
| · | if the release referred to in the previous bullet (or any successor release) is not published during the week preceding the
calculation date or does not contain the yields referred to above, 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 that Redemption Date. |
The Treasury Rate will 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 an actual or interpolated maturity
comparable to the remaining term of the Securities of this series to be redeemed, calculated as if the Stated Maturity of the principal
of such Securities were February 15, 2047 (the “Remaining Life” of such Securities) 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 Life of the Securities of this series to be redeemed.
“Comparable Treasury Price”
means, with respect to any Redemption Date for any Securities of this series, the average of all Reference Treasury Dealer Quotations
obtained.
“Independent Investment Banker”
means one of the Reference Treasury Dealers appointed by the Company.
“Reference Treasury Dealer”
means each of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC and
Morgan Stanley & Co. LLC. If any Reference Treasury Dealer ceases to be a primary U.S. government securities dealer in the
United States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer for
that 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. on the third Business Day preceding the Redemption Date.
Notice of any redemption will be mailed
at least 15 calendar days but no more than 60 calendar days before the Redemption Date to each Holder of the Securities of this
series to be redeemed. The second line of Section 1104 of the Base Indenture is amended to replace “30” with “15”
for purposes of the Securities of this series.
Unless the Company defaults in payment of
the Redemption Price, interest will cease to accrue on the Securities of this series or the portions of the Securities of this
series called for redemption on and after the Redemption Date.
If this Security is redeemed in part only,
a new Security or Securities of this series and of like tenor 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 of this series in full, as provided in Section 1 of
this Security, the Company will make an offer to each Holder of the Securities of this series (the “Change of Control
Offer”) to repurchase any and all (equal to $2,000 or an integral multiple of $1,000) of such Holder’s Securities
of this series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Securities of this series to
be repurchased plus accrued and unpaid interest, if any, thereon, to, but excluding, 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 the Securities of this series describing the transaction or transactions that constitute the Change of Control Triggering
Event and offering to repurchase the Securities of this series on the date specified in the notice (the “Change of Control
Payment Date”), which date will be no less than 30 days and no more than 60 days from the date such notice is mailed,
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 from time to time, and any successor statute thereto (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 of this series 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 of this series, 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 of this series by virtue of such
conflicts.
The Company will not be required to offer
to repurchase the Securities of this series 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 of this series properly tendered and not withdrawn under its
offer; provided that for all purposes of the Securities of this series 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 of this series unless the Company promptly makes an offer to repurchase
the Securities of this series at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon,
to, but excluding, 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 of this series or portions of Securities of this series
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 each Security of this series or portion of a Security of this series properly tendered; and |
| · | deliver or cause to be delivered to the Trustee the Securities of this series properly accepted, together with an officer’s
certificate stating the aggregate principal amount of Securities of this series or portions of Securities of this series being
purchased. |
“Below Investment Grade Rating
Event” means the Securities of this series are rated below an Investment Grade Rating by each of the 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 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; 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 of this series, 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
of this series 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 Below
Investment Grade 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” (as that term is used in Section 13(d)(3) of the Exchange Act) 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 its successors.
“Investment Grade Rating”
means a rating by Moody’s equal to or higher than Baa3 (or the equivalent under any 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 circumstances permitting
the Company to select a replacement rating agency and in the manner for selecting a replacement rating 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 of
this series or fails to make a rating of the Securities of this series 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 as a replacement rating agency for any of Moody’s, S&P or Fitch, or all of them, as the
case may be, with respect to the Securities of this series.
“S&P” means S&P
Global Ratings, a division of S&P Global Inc., and its successors.
The Indenture contains certain covenants
that, among other things, limit the ability of the Company to consolidate, merge or sell all or substantially all of its assets.
These covenants are subject to a number of important qualifications and exceptions. Section 1005 of the Base Indenture, including,
without limitation, the limitation on liens on the Common Stock of Principal Subsidiaries set forth therein, does not apply to
the Securities of this series.
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 Event of Default set forth in Section 501(5) of the Base Indenture,
including, without limitation, the cross-acceleration provisions thereof, does not apply to the Securities of this series.
| 5. | Amendment, Modification and Waiver. |
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 a majority in 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 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 hereof 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, which is absolute and unconditional,
to pay the principal of and any premium 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 office or agency of the Company in any place where the principal of and any
premium 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 any multiple 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 a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any
such registration of transfer or exchange of Securities, 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 Section 304, 906 or 1107 of the Base Indenture not involving any transfer.
Prior to due and proper 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 is 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 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
of and premium, if any, and 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 respective meanings assigned to them in the Indenture.
