-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gB9NyU4aTrN4IATLWhzNnyTjmosvCM2MoUFvUNYYvgqN13iOkkUcVk6D8a2Yoz7x K1KbqlNNc4kHmSGqIyx3Zw== 0000893220-95-000003.txt : 19950109 0000893220-95-000003.hdr.sgml : 19950109 ACCESSION NUMBER: 0000893220-95-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950105 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950105 SROS: NYSE SROS: PHLX SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIGNA CORP CENTRAL INDEX KEY: 0000701221 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 061059331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08323 FILM NUMBER: 95500427 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PL 1650 MARKET ST STREET 2: P O BOX 7716 CITY: PHILADELPHIA STATE: PA ZIP: 19192-1550 BUSINESS PHONE: 2157611000 8-K 1 CIGNA CORPORATION FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) JANUARY 5, 1995 --------------- CIGNA CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-8323 06-1059331 -------- ------ ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) ONE LIBERTY PLACE, 1650 MARKET STREET, P.O. BOX 7716 PHILADELPHIA, PENNSYLVANIA 19192-1550 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (215) 761-1000 -------------- NOT APPLICABLE ------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events. The exhibits listed in the Index to Exhibits under Item 7 below are filed for the purpose of incorporating them into CIGNA's Registration Statement on Form S-3 declared effective December 22, 1993 (File No. 33-65396). Item 7. Financial Statements and Exhibits. (c) The exhibits accompanying this report are listed in the Index to Exhibits below. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CIGNA CORPORATION Date: January 5, 1995 By: /s/ Carol J. Ward ---------------------- Carol J. Ward Corporate Secretary Index to Exhibits
Number Description Method of Filing - ------ ----------- ---------------- 1.3 Distribution Agreement Filed herewith. for CIGNA Corporation Medium-Term Notes, Series E 4.1 Form of Fixed Filed herewith. Rate CIGNA Corporation Medium-Term Note 4.2 Form of Floating Filed herewith. Rate CIGNA Corporation Medium-Term Note
-2- EX-1.3 2 DISTRIBUTION AGREEMENT FOR CIGNA MTN, SERIES E 1 EXHIBIT 1.3 CIGNA CORPORATION Medium-Term Notes, Series E Distribution Agreement January 5, 1995 Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. CS First Boston Corporation, Park Avenue Plaza, New York, New York 10055. J.P. Morgan Securities Inc., 60 Wall Street, New York, New York 10260. Morgan Stanley & Co. Incorporated, 1251 Avenue of the Americas, New York, New York 10020. Dear Sirs: CIGNA Corporation, a Delaware corporation (the "Company"), proposes to issue and sell from time to time its Medium-Term Notes, Series E (the "Securities") in an aggregate principal amount of up to U.S.$800,000,000 or its equivalent in one or more currencies or composite currencies. Subject to the terms and conditions stated herein and to the reservation by the Company of the right to sell Securities directly on its own behalf, the Company hereby (i) appoints each of you (individually, an "Agent", and, collectively, the "Agents") as agents of the Company for the purpose of soliciting offers to purchase Securities from the Company and (ii) agrees that whenever it determines to sell Securities directly to any of the Agents as principal, it will enter into a separate agreement (each a "Terms Agreement"), substantially in the form of Annex I hereto, relating to such sale in accordance with Section 2(b) hereof. The Securities will be issued under an indenture, dated as of January 1, 1994 (the "Indenture"), between the Company and Marine Midland Bank, as Trustee (the "Trustee"). The Securities shall have the maturity ranges, interest 2 rates, redemption provisions and other terms set forth in the Prospectus referred to below as it may be supplemented from time to time. The Securities will be issued, and the terms and rights thereof established, from time to time by the Company in accordance with the Indenture and the Administrative Procedure described in Section 2(c) hereof and attached hereto (the "Procedure") and, if applicable, will be specified in a related Terms Agreement. 1. The Company represents and warrants to, and agrees with, each Agent that: (a) A registration statement in respect of Preferred Stock, Common Stock and Debt Securities of the Company, including the Securities, has been filed with the Securities and Exchange Commission (the "Commission") in the form heretofore delivered or to be delivered to you, including exhibits to such registration statement and also including all documents incorporated by reference in the prospectus contained therein, and such registration statement in such form has been declared effective by the Commission, and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in such registration statement being hereinafter called a "Preliminary Prospectus"; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1, each as amended at the time such part became effective, being hereinafter collectively called the "Registration Statement"; the prospectus relating to the Securities, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, being hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Securities Act of 1933, as amended (the "Act"), as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated therein by reference; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the Securities sold pursuant to this Agreement, in the form in which it is filed with the Commission pursuant to Rule 424 under the Act, including any -2- 3 documents incorporated by reference therein as of the date of such filing); (b) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and, when read together with the other information included or incorporated by reference in the Prospectus, none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Agent expressly for use in the Prospectus as amended or supplemented to relate to a particular issuance of Securities; (c) The Registration Statement and the Prospectus conform, and any amendments or supplements thereto will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date in the case of the Registration Statement and any amendment thereto and as of the applicable filing date in the case of the Prospectus and any supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Agent expressly for use in the Prospectus as amended or supplemented to relate to a particular issuance of Securities; (d) Neither the Company nor any of its subsidiaries has sustained since the date of the latest -3- 4 audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree which loss or interference is material and adverse to the Company and its subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change, or any development reasonably expected to involve a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders' equity (except for decreases resulting from unrealized investment losses that are reflected under Statement of Financial Accounting Standards No. 115 in shareholders' equity) or results of operations of the Company and its subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Prospectus; (e) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, (1) so as to require such qualification and (2) where the failure so to qualify would have a material adverse effect upon the business of the Company and its subsidiaries considered as a whole; and each of Insurance Company of North America, Connecticut General Life Insurance Company and CIGNA Property and Casualty Insurance Company (together, the "Principal Subsidiaries") has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and each Principal Subsidiary has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, (1) so as to require such qualification and (2) where the failure so to qualify would have a material adverse effect upon, the business of the Company and its subsidiaries considered as a whole; (f) The Company has an authorized capitalization as set forth in the Prospectus, and all the issued shares of capital stock of the Company have been duly and validly -4- 5 authorized and issued and are fully paid and non-assessable; and all of the issued shares of capital stock of each Principal Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and (except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities, claims or restrictions (except for restrictions on transfers contained in debt instruments or provided under insurance or insurance holding company laws or regulations); (g) The Securities have been duly authorized, and, when executed and authenticated pursuant to the Indenture and issued and delivered against payment therefor pursuant to this Agreement or this Agreement and any Terms Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; the Indenture has been duly qualified under the Trust Indenture Act and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture conforms and the Securities will conform to the descriptions thereof in the Prospectus, as amended or supplemented, that relate to a particular issuance of Securities; (h) The issue and sale of the Securities by the Company, the compliance by the Company with all of the provisions of the Securities, the Indenture, this Agreement and any Terms Agreement, and the consummation by the Company of the transactions herein and therein contemplated will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute (except that no representation is made with respect to state securities laws, including similar insurance securities laws governing solicitation, notification to regulators or qualification of securities for sale (together "State Securities" laws), or "Blue Sky" laws), any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of subsidiaries is bound, the Company's Certificate of Incorporation, as amended, or By-Laws, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties (except that no representation is made with respect to State Securities or -5- 6 Blue Sky laws); and no consent, approval, authorization or order of or with any such court or governmental agency body is required for the solicitation of offers to purchase Securities and the issue and sale of the Securities or the consummation by the Company of the other transactions contemplated by this Agreement or any Terms Agreement or the Indenture, except such as have been, or will have been prior to the Closing Date (as defined in Section 3 hereof), obtained under the Act, the Exchange Act or the Trust Indenture Act and such as may be required under State Securities or Blue Sky laws in connection with the solicitation by any of you of offers to purchase Securities from the Company and with purchases of Securities by any of you as principal, as the case may be, in each case in the manner contemplated hereby; (i) The Company and its subsidiaries which are engaged in the insurance business are, in all respects material to the Company and its subsidiaries considered as a whole, in compliance with, and conduct, in all respects material to the Company and its subsidiaries considered as a whole, their respective businesses in conformity with, all applicable state insurance laws and regulations; the Company's subsidiaries which are engaged in providing other financial services are, in all respects material to the Company and its subsidiaries considered as a whole, in compliance with, and conduct, in all respects material to the Company and its subsidiaries considered as a whole, their respective businesses in conformity with, all applicable federal and state securities laws and regulations (including the Investment Company Act of 1940 and the Investment Advisers Act of 1940); and, except as set forth in the Prospectus, as amended or supplemented, and to the best knowledge of the Company, no change in any of such insurance or securities laws or regulations is pending which, if made effective, would have a material adverse effect upon the operations of the Company and its subsidiaries considered as a whole; (j) Other than as set forth or contemplated in the Prospectus, as amended or supplemented, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, individually or in the aggregate, are expected to have a material adverse effect (net of loss reserves established therefor and giving effect to reinsurance, other than reinsurance deemed unrecoverable by the Company) on the financial position, stockholders' equity or results of operations of the Company and its subsidiaries considered as a whole; and, to the best of the Company's -6- 7 knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; and (k) Price Waterhouse, who have certified certain financial statements of the Company and its subsidiaries, are independent accountants as required by the Act and the rules and regulations of the Commission thereunder. 2. (a) On the basis of the representations and warranties, and subject to the terms and conditions herein set forth, each of the Agents hereby severally agrees to use its reasonable efforts, as agent of the Company, to solicit offers to purchase the Securities from the Company upon the terms and conditions set forth in the Prospectus as from time to time amended or supplemented. The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, or any period of time or permanently, the solicitation of offers to purchase the Securities. As soon as practicable, but in any event not later than one business day, after receipt of notice from the Company, the Agents will suspend solicitation of offers to purchase Securities from the Company until such time as the Company has advised them that such solicitation may be resumed. The Company agrees to pay each Agent a commission, at the time of settlement of each sale of a Security by the Company as a result of a solicitation made by such Agent, in an amount equal to the following percentage of the principal amount of such Security sold:
Commission (percentage of aggregate principal amount Range of Maturities of securities sold) ------------------- -------------------------- 9 months to less than 12 months .125% 12 months to less than 18 months .150 18 months to less than 24 months .200 2 years to less than 3 years .250 3 years to less than 4 years .350 4 years to less than 5 years .450 5 years to less than 6 years .500
-7- 8 6 years to less than 7 years .520 7 years to less than 8 years .540 8 years to less than 9 years .560 9 years to less than 10 years .580 10 years to less than 15 years .600 15 years to less than 20 years .675 20 years to less than 30 years .750 30 years to 50 years .875
As Agent, each of you is authorized to solicit offers to purchase the Securities only in denominations of $100,000 or any amount in excess thereof that is an integral multiple of $1,000 at a purchase price equal to 100% of their principal amount. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities other than those rejected by such Agent. The Company shall have the sole right to accept offers to purchase Securities and may reject any proposed purchase of Securities as a whole or in part. Each of the Agents shall have the right, in its discretion reasonably exercised, to reject any offer received by it to purchase Securities, as a whole or in part, and any such rejection by an Agent shall not be deemed a breach of its agreements contained herein. The Company reserves the right to sell, and may accept offers to purchase, Securities directly on its own behalf, in which case no commission will be payable with respect to such sales. (b) Each sale of Securities to any Agent as principal shall be made in accordance with the terms of this Agreement and a Terms Agreement which will provide for the sale of such Securities to, and the purchase thereof by, such Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Securities by such Agent. Any Agent's commitment to purchase Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall include a specification of the principal amount of Securities to be purchased by an Agent pursuant thereto, the price to be paid to the Company for such Securities, any provisions relating to rights of, and default by, underwriters acting together with such Agent in the reoffering of the Securities, and the time and date (each such time and date being referred to herein as a "Time of -8- 9 Delivery") and place of delivery of and payment for such Securities. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants' letters and officers' certificates pursuant to Section 4 hereof. (c) Procedural details relating to the issue and delivery of Securities, the solicitation of offers to purchase, and purchases by you as principal of, Securities, and the payment in each case therefor, shall be agreed upon from time to time by the Agents and the Company as set forth in the Procedure. Each of the Agents and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Procedure as it may be amended from time to time by written agreement between you and the Company. The Company will furnish to the Trustee a copy of the Procedure as from time to time in effect. 3. The documents required to be delivered pursuant to Section 6 hereof shall be delivered at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York, at 11:00 a.m., New York City time, on the date of this Agreement, which date and time of such delivery may be postponed by agreement between the Agents and the Company but in no event shall be later than the day prior to the date on which solicitation of offers to purchase Securities is commenced (such time and date being referred to herein as the "Closing Date"). 4. The Company covenants and agrees with each Agent: (a) Except as otherwise required by law, to make no amendment or supplement to the Registration Statement or the Prospectus prior to the Closing Date which shall be reasonably disapproved by the Agents promptly after reasonable notice thereof or after the date of any Terms Agreement and prior to the related Time of Delivery which shall be reasonably disapproved by the Agents party to such Terms Agreement promptly after reasonable notice thereof; to advise the Agents promptly of any such amendment or supplement after such Time of Delivery and furnish the Agents with copies thereof; to file promptly all reports and definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or has become effective or any -9- 10 supplement to the Prospectus or any amended Prospectus (other than any Pricing Supplement, as defined below, that relates to Securities not purchased through or by a particular Agent) has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or prospectus or for additional information relating to the Registration Statement or the offering of the Securities; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any such prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) Promptly from time to time to take such action as the Agents reasonably may request to qualify the Securities for offering and sale under the State Securities and Blue Sky laws of such jurisdictions as the Agents may request and to comply with such laws so as to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution or sale of the Securities; provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified other than in the State of New York or to file a general consent to service of process in any jurisdiction; (c) To furnish the Agents with copies of the Prospectus as each time amended or supplemented (other than an amendment or supplement that sets forth only the terms or risks of a particular issue of the Securities (a "Pricing Supplement"), which amendment or supplement shall be provided only to the Agent which solicited the sale relating thereto) in the form in which it is filed with the Commission pursuant to Rule 424 under the Act, both in such quantities as the Agents may reasonably request from time to time; and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Securities (including Securities purchased from the Company by any Agent as principal) and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if -10- 11 for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act (other than quarterly reports on Form 10-Q, annual reports on Form 10-K or 11-K or Pricing Supplements) any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Agents and request the Agents to suspend solicitation of offers to purchase Securities from the Company, in their capacity as agents of the Company and, if so notified, the Agents shall cease such solicitations as soon as practicable, but in any event not later than one business day later; and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus as then amended or supplemented to correct any such untrue statement or omission or effect such compliance, to so advise each Agent promptly by telephone (with confirmation in writing) and to prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or the Prospectus as then amended or supplemented that will correct such statement or omission or effect such compliance; provided, however, that if during such same period you continue to own Securities purchased from the Company by you as principal, the Company shall promptly prepare and file with the Commission such an amendment or supplement, which amendment or supplement shall be at the Company's expense if within 9 months of your purchase of the Securities as principal and at your expense if more than 9 months after your purchase of the Securities as principal; (d) To make generally available to its security holders as soon as practicable, but in any event not later than 90 days after the close of the period covered thereby, an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158) and covering each twelve-month period beginning not later than the first day of the Company's fiscal quarter following the date of any sale of Securities hereunder; (e) To furnish to each Agent copies of all reports or other communications (financial or other) furnished to shareholders generally, and deliver to you (i) as soon as they are available, copies of any reports and financial statements (other than registration statements relating to employee plans or similar plans of the Company and its subsidiaries) furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial -11- 12 condition of the Company and its subsidiaries as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its shareholders generally or to the Commission); (f) That, from the date of any Terms Agreement and continuing to and including the earlier of (i) the termination of the trading restrictions for the Securities purchased thereunder, as notified to the Company by the Agent party to such Terms Agreement and (ii) the related Time of Delivery, the Company will not, without your prior written consent, offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than nine months after such Time of Delivery and which are substantially similar to the Securities; (g) That each acceptance by the Company of an offer to purchase Securities hereunder, and each sale of Securities to any of you pursuant to a Terms Agreement, shall be deemed to be an affirmation to each Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the settlement date for the Securities relating to such acceptance and as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date (except with respect to events or conditions arising after such acceptance which are not within the exclusive control of the Company and except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Securities); (h) That each time the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement), each time a document filed under the Exchange Act is incorporated by reference into the Prospectus, and each time, if so indicated in the applicable Terms Agreement, the Company sells Securities to you as principal, in each case if requested by an Agent, Sullivan & Cromwell, counsel to the Agents, shall furnish to you such opinion or opinions, dated the date of such amendment, supplement, incorporation or Time of Delivery relating to such sale, to the effect that you may rely on the opinion or opinions referred to in Section 6(b) hereof which were last furnished to you to the same extent as though they were dated the date of such letter authorizing reliance (except -12- 13 that the statements in such last opinion or opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such an opinion or opinions, an opinion or opinions of the same tenor as the opinion or opinions referred to in Section 6(b) hereof but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date, and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (i) (A) That each time the Company files a quarterly or annual report on Form 10-Q or Form 10-K, or a corresponding successor form, the Company shall furnish or cause to be furnished forthwith to you written opinions of counsel for the Company identified in paragraph 6(c) hereof, or other counsel satisfactory to you in your reasonable judgment, dated the filing date of such quarterly or annual report in form satisfactory to you in your reasonable judgment, to the effect that you may rely on the opinion referred to in Section 6(c) hereof which was last furnished to you to the same extent as though it was dated the date of such letter authorizing reliance (except that the statements in such last opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such opinion, an opinion of the same tenor as the opinion referred to in Section 6(c) hereof but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date, and (B) that each time the Registration Statement or the Prospectus shall be otherwise amended or supplemented (other than by a Pricing Supplement), each time a document, other than a quarterly or annual report described in subclause (A) above, filed under the Exchange Act is incorporated by reference into the Prospectus, and each time, if so indicated in the applicable Terms Agreement, the Company sells Securities to you as principal, in each case if requested by an Agent, the Company shall furnish or cause to be furnished to you written opinions of counsel for the Company as described in subclause (A) above, satisfactory to you in your reasonable judgment and dated on or as soon as after the date of such amendment, supplement, incorporation or Time of Delivery relating to such sale; (j) (A) That each time the Company files a quarterly or annual report on Form 10-Q or Form 10-K, or a corresponding successor form, the Company shall cause Price Waterhouse, its independent accountants, forthwith to furnish you a letter, dated the filing date of such quarterly or annual report, in form satisfactory to you in -13- 14 your reasonable judgment, of the same tenor as the letter referred to in Section 6(d) hereof but modified to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that where such report only sets forth unaudited quarterly financial information, the scope of such letter may be limited to relate to such unaudited financial information unless any other accounting or financial information included or incorporated by reference therein is of a character that, in your reasonable judgment, such letter should address such other information, and (B) that each time the Registration Statement or the Prospectus shall be otherwise amended or supplemented and each time that a document, other than a quarterly or annual report described in subclause (A) above, filed under the Exchange Act is incorporated by reference into the Prospectus, in either case to set forth financial information included in or derived from the Company's consolidated financial statements, and, if so indicated in the applicable Terms Agreement, each time the Company sells Securities to you as principal, in each case if requested by an Agent, the Company shall cause to be furnished to you a letter of Price Waterhouse as described in subclause (A) above, in form satisfactory to you in your reasonable judgment and dated on or as soon as practicable after the date of such amendment, supplement, incorporation or Time of Delivery relating to such sale; (k) (A) That each time the Company files a quarterly or annual report on Form 10-K or Form 10-Q, or a corresponding successor form, the Company shall furnish or cause to be furnished forthwith to you its certificates satisfactory to you, executed on its behalf by officers of the Company, dated the filing date of such report, to the effect that the statements contained in the certificate referred to in Section 6(h) hereof which was last furnished to you are true and correct at such date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 6(h) but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date, and (B) that each time the Registration Statement or the Prospectus shall be otherwise amended or supplemented (other than by a -14- 15 Pricing Supplement), each time a document, other than a quarterly or annual report described in subclause (A) above, filed under the Exchange Act incorporated by reference into the Prospectus, and each time, if so indicated in the applicable Terms Agreement, the Company sells Securities to you as principal, in each case if requested by an Agent, the Company shall furnish or cause to be furnished its certificate executed on its behalf by officers of the Company as described in subclause (A) above, in form satisfactory to you in your reasonable judgment and dated on or as soon as practicable after the date of such supplement, amendment, incorporation or Time of Delivery relating to such sale; (l) That immediately after any sale of Securities by the Company hereunder or under any Terms Agreement, the aggregate amount of Securities which shall have been issued and sold by the Company hereunder or under any Terms Agreement and of any debt securities of the Company (other than such Securities) that shall have been issued and sold pursuant to the Registration Statement will not exceed the amount of debt securities registered under the Registration Statement; (m) That upon such acceptance by the Company of an offer to purchase Securities hereunder, and each sale of Securities to any of you pursuant to a Terms Agreement, the Prospectus as amended or supplemented with respect to such Securities shall be filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filings by the rules and regulations under the Act; and (n) The Company agrees to offer to any person who has agreed to purchase Securities the right to refuse to purchase and pay for such Securities if, on the settlement date for the sale of such Securities fixed pursuant to the procedure, any condition set forth in either Section 6(a), (f), (g) or (h) shall not be satisfied, it being understood that under no circumstances shall the Agent have any duty or obligation to exercise the judgment permitted under Section 6(f), (g) or (h) on behalf of any such person. 5. The Company covenants and agrees with you that the Company will pay or cause to be paid the following: (i) the fees and expenses of the Company's counsel and the Company's accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the -15- 16 Prospectus and amendments and supplements thereto and the filing and delivering of copies thereof to you; (ii) your out-of-pocket expenses, including the fees and expenses of your counsel in connection with the transactions hereunder; (iii) the cost of printing or reproducing this Agreement, any Terms Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) all expenses in connection with the qualification of the Securities for offering and sale under State Securities and Blue Sky laws as provided in Section 4(b) hereof, including fees and disbursements of our counsel in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (v) any fees charged by security rating services for rating the Securities; (vi) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vii) the cost of preparing the Securities; (viii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; (ix) any advertising expenses connected with the solicitation of offers to purchase and the sale of Securities so long as such advertising expenses have been approved by the Company; and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. You shall pay all other expenses you incur and any costs for which you are responsible pursuant to Section 4(c). 6. The obligation of each Agent, as agent of the Company, to solicit offers to purchase the Securities, and the obligation of each agent to purchase Securities as principal pursuant to any Terms Agreement, shall in each case be subject, in such Agent's discretion, to the condition that all representations and warranties and other statements of the Company herein and in or incorporated in such Terms Agreement by reference are true and correct at and as of the Closing Date or any applicable date referred to in Section 4(k), the date of each such solicitation, any settlement date related to the acceptance of such an offer and each Time of Delivery, the condition that the Company shall have performed all of its obligations hereunder theretofore in each case to be performed and the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for -16- 17 additional information on the part of the Commission relating to the Registration Statement or the Securities shall have been complied with to your reasonable satisfaction; (b) Sullivan & Cromwell, counsel to the Agents, shall have furnished to you such opinion or opinions, dated the Closing Date or any applicable date referred to in Section 4(h), as the case may be, with respect to the incorporation of the Company, the validity of the Indenture, the Securities, the Registration Statement, the Prospectus as amended or supplemented and other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) Thomas J. Wagner, Esq., Executive Vice President and General Counsel of the Company, or other counsel satisfactory to you, shall have furnished to you his written opinion, dated the Closing Date or such applicable date referred to in Section 4(i), as the case may be, in form and substance satisfactory to you, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Prospectus, as amended or supplemented, to the extent owned or conducted by the Company itself rather than by subsidiaries of the Company; (ii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction other than its jurisdiction of incorporation in which it owns or leases properties, or conducts any business, (1) so as to require such qualification and (2) where the failure so to qualify would have a material adverse effect upon the business of the Company and its subsidiaries considered as a whole; (iii) The Company has an authorized capitalization as set forth in the Prospectus, as amended or supplemented, all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; -17- 18 (iv) Each Principal Subsidiary of the Company is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, (1) so as to require such qualification and (2) where the failure so to qualify would have a material adverse effect upon the business of the Company and its subsidiaries considered as a whole; (v) All of the issued shares of capital stock of each Principal Subsidiary are owned of record directly or indirectly by the Company, free and clear of all liens, encumbrances, equities, claims or restrictions known to counsel (except for restrictions on transfers contained in debt instruments or provided under insurance holding company laws or regulations); (vi) This Agreement and the Terms Agreement, if any, with respect to the Securities have been duly authorized, executed and delivered by the Company; (vii) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument of the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act; (viii) The Securities have been duly authorized, and, when executed and authenticated, pursuant to the Indenture and issued and delivered against payment therefor pursuant to this Agreement or this Agreement and any Terms Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Securities and the Indenture conform to the description thereof in the Prospectus, as amended or supplemented; -18- 19 (ix) The issue and sale of the Securities by the Company, its compliance with all the provisions of the Securities, the Indenture, this Agreement and the Terms Agreement, if any, with respect to the Securities, and its consummation of the transactions herein and therein contemplated will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute known to such counsel by which the Company or any of its subsidiaries is bound, (except for state securities laws, including similar insurance securities laws governing solicitation, notification to regulators or qualification of securities for sale (together, "State Securities" laws or Blue Sky laws), as to which such counsel need express no opinion), any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, the Company's Certificate of Incorporation, as amended, or By-Laws, or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; (x) No consent, approval, authorization or order of any court or governmental agency or body is required for the solicitation of offers to purchase Securities and the issue and sale by the Company of the Securities or the consummation by the Company of the other transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and except such as may be required under State Securities or Blue Sky laws as to which such counsel need express no opinion; (xi) To the best of such counsel's knowledge there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject, other than as set forth or contemplated in the Prospectus, as amended or supplemented, and other than proceedings which individually and in the aggregate are not expected to be material to the Company and its subsidiaries considered as a whole, after taking into account loss reserves established therefor and giving effect to reinsurance (other than reinsurance deemed -19- 20 unrecoverable by the Company); and to the best of such counsel's knowledge no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (xii) The Registration Statement and the Prospectus, as amended or supplemented, (except the financial statements and schedules and other financial and statistical data contained therein as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act, and the applicable rules and regulations of the Commission thereunder; and such counsel has no reason to believe that the Registration Statement (except the financial statements and schedules and other financial and statistical data contained therein, as to which such counsel need express no opinion), at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as amended or supplemented (except the financial statements and schedules and other financial and statistical data contained therein, as to which such counsel need express no opinion), on its date and at the delivery of this opinion, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (xiii) The documents incorporated by reference in the Registration Statement or the Prospectus, as amended or supplemented, (except the financial statements and schedules and other financial and statistical data contained therein, as to which such counsel need express no opinion), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder; and such counsel has no reason to believe that any of such documents (except the financial statements and schedules and other financial and statistical data contained therein, as to which such counsel need express no opinion), when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the -20- 21 circumstances under which they were made when such documents were filed, not misleading; (xiv) There are no contracts or other documents known to such counsel of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Registration Statement or the Prospectus, as amended or supplemented, or required to be described in the Registration Statement or the Prospectus, as amended or supplemented, which are not filed or incorporated by reference or described as required. (d) Not later than 10:00 a.m., New York City time, on the Closing Date and on any applicable date referred to in Section 4(j), Price Waterhouse, the independent certified public accountants who have audited the financial statements of the Company and its subsidiaries for the most recent fiscal year and reviewed the Company's unaudited quarterly financial statements included or incorporated by reference in the Registration Statement, shall have furnished to you a letter, dated the Closing Date or such applicable date, as the case may be, in form and substance satisfactory to you, to the effect set forth in Annex II hereto; (e) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, and (ii) since the respective dates as of which information is given in the Prospectus as amended or supplemented there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development reasonably expected to involve a prospective change, in or affecting the general affairs, management, financial position, shareholders' equity (except for decreases resulting from unrealized investment losses that are reflected under Statement of Financial Accounting Standards No. 115 in shareholders' equity) or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with your -21- 22 solicitation of offers to purchase Securities from the Company or your purchase of Securities from the Company as principal, as the case may be; (f) There shall not have occurred any downgrading in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act; (g) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this clause (iii), in the judgment of the Agents soliciting offers to purchase Securities or the Agents purchasing Securities as principal pursuant to any applicable Terms Agreement, as the case may be, makes it impracticable or inadvisable to proceed with your solicitation of offers to purchase Securities or your purchase of Securities from the Company as principal; and (h) The Company shall have furnished or caused to be furnished to you its certificates satisfactory to you, executed on its behalf by officers of the Company satisfactory to you, dated the Closing Date and any applicable date referred to in Section 4(k), as the case may be, as to the accuracy of the representations and warranties of the Company herein at and as of the Closing Date and such applicable date as the case may be, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Closing Date or such applicable date, as to the matters set forth in subsections (a) and (e) of this Section 6, and as to such other matters as you may reasonably request. 7. (a) The Company will indemnify and hold harmless each of you against any losses, claims, damages or liabilities, joint or several, to which you may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or any other prospectus relating to the Securities, or any amendment or supplement -22- 23 thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each of you for any legal or other expenses reasonably incurred by you in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement or the Prospectus or any such amendment or supplement, or any other prospectus relating to the Securities, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any of you expressly for use in the Prospectus as amended or supplemented; and provided, further, that the Company shall not be liable to any Agent under the indemnity agreement in this subsection (a) with respect to any Preliminary Prospectus to the extent that any such loss, claim, damage or liability of such Agent results from the fact that such Agent sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to such Agent. (b) You will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement, the Prospectus as amended or supplemented or any other prospectus relating to the Securities, or any such amendment -23- 24 or supplement in reliance upon and in conformity with written information furnished to the Company by any of you expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be designated in writing by first addressee of this letter in the case of parties indemnified pursuant to subsection (a) above and by the Company in the case of parties indemnified pursuant to subsection (b) above. (d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such -24- 25 losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect not only (i) the relative benefits received by the Company on the one hand and each of you on the other from the offering of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates but also (ii) the relative fault of the Company on the one hand and each of you on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and each of you on the other shall be deemed to be in the same proportion as the total net proceeds from the sale of Securities (before deducting expenses) received by the Company bear to the total commissions or discounts received by each of you in respect thereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading relates to information supplied by the Company on the one hand or by you on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each of you agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if you were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), none of you shall be required to contribute any amount in excess of the amount by which the total price at which the Securities purchased by or through you were sold exceeds the amount of any damages which any of you have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of each of the Agents under this subsection (d) to contribute are several in -25- 26 proportion to the respective purchases made by or through it to which such loss, claim, damage or liability (or action in respect thereof) relates and are not joint. (e) The obligations of the Company under this Section 7 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any of you within the meaning of the Act; and your obligations under this Section 7 shall be in addition to any liability which any of you may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act. 8. In soliciting offers by others to purchase Securities from the Company, each of you is acting solely as an agent for the Company, and not as principal. Each of you will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities from the Company has been accepted by the Company, but you shall not have any liability to the Company in the event such purchase for any reason is not consummated. If the Company shall default on its obligation to deliver Securities to a purchaser whose offer it has accepted, the Company shall hold each of you harmless against any loss, claim or damage arising from or as a result of such default by the Company and, in particular, shall pay to the Agent that solicited such purchaser any commission to which it would be entitled in connection with such sale. In no event shall a failure to settle any purchase and sale solely as a result of the provisions of Section 4(1) be deemed to be a default by the Company. 9. The respective indemnities, agreements, representations, warranties and other statements by you and the Company set forth in or pursuant to this Agreement, shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Agent or any controlling person of any Agent, or the Company, or any officer or director or any controlling person of the Company, and shall survive each delivery of and payment for any of the Securities. 10. The provisions of this Agreement relating to the solicitation of offers to purchase Securities from the Company may be suspended or terminated at any time by the Company as to any or all of you or by any of you insofar as this Agreement relates to you upon the giving of written notice of such suspension or termination to the other parties hereto. In the event of any such suspension or -26- 27 termination, no party shall have any liability to the other parties hereto, except as provided in the third paragraph of Section 2(a), Section 4(d), Section 5, Section 7, Section 8 and Section 9 and except that, if at the time of such suspension or termination, an offer for the purchase of Securities shall have been accepted by the Company but the delivery of the Securities relating thereto to the purchaser or his agent shall not yet have occurred, the Company shall also have the obligations provided in subsections (g), (h), (i), (j), (k) and (1) of Section 4. 11. Except as otherwise specifically provided herein or in the Procedure, all statements, requests, notices and advices hereunder shall be in writing, or by telephone if promptly confirmed in writing, and if to Goldman, Sachs & Co. shall be sufficient in all respects when delivered or sent by facsimile transmission or registered mail to Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Facsimile Transmission No. (212) 357-8680, Attention: Credit Department, Credit Control - Medium-Term Notes, and if to CS First Boston Corporation shall be sufficient in all respects when delivered or sent by facsimile transmission or registered mail to CS First Boston Corporation, Park Avenue Plaza, New York, New York 10055, Facsimile Transmission No. (212) 318-0532 Attention: Joseph D. Fashano, Director, and if to J.P. Morgan Securities Inc. shall be sufficient in all material respects when delivered or sent by facsimile transmission or registered mail to J.P. Morgan Securities Inc., 60 Wall Street, New York, New York 10260, Facsimile Transmission No. (212) 837-5909, Attention: Medium-Term Note Desk, 3rd Floor, and if to Morgan Stanley & Co. Incorporated shall be sufficient in all respects when delivered or sent by facsimile transmission or registered mail to Morgan Stanley & Co. Incorporated, 1251 Avenue of the Americas, New York, New York 10020, Facsimile Transmission No. (212) 703-6476, Attention: Investment Banking Information Center, with a copy to: Morgan Stanley & Co. Incorporated, 1221 Avenue of the Americas, New York, New York 10020, Facsimile Transmission No. (212) 921-7617, Attention: Managing Director, Short and Medium-Term Finance Department, and if to the Company shall be sufficient in all respects when delivered or sent by facsimile transmission or registered mail to One Liberty Place, 1650 Market Street, P.O. Box 7716, Philadelphia, Pennsylvania 19192-1560, Facsimile Transmission No. (215) 761-5521, Attention: Corporate Treasurer. 12. This Agreement and any Terms Agreement shall be binding upon, and inure solely to the benefit of, each of you and the Company, and to the extent provided in -27- 28 Section 7, Section 8 and Section 9 hereof, the officers and directors of the Company and any person who controls any of you or the Company, and your respective personal representatives, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any Terms Agreement. No purchaser of any of the Securities through or from any of you hereunder shall be deemed a successor or assign by reason of such purchase. 13. Time shall be of the essence in this Agreement and any Terms Agreement. 14. This Agreement and any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 15. This Agreement and any Terms Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be an original, but all of such respective counterparts shall together constitute one and the same instrument. If the foregoing is in accordance with your understanding, please sign and return to us eight -28- 29 counterparts hereof, whereupon this letter and the acceptance by each of you thereof shall constitute a binding Agreement between the Company and you in accordance with its terms. Very truly yours, CIGNA CORPORATION /s/ Mordecai Schwartz ------------------------ By: Mordecai Schwartz Title: Vice President Accepted in New York, New York, as of the date hereof: - ------------------------------- (Goldman, Sachs & Co.) CS FIRST BOSTON CORPORATION - ------------------------------- By: Title: J.P. MORGAN SECURITIES INC. - ------------------------------- By: Title: MORGAN STANLEY & CO. INCORPORATED - ------------------------------- By: Title: -29- 30 counterparts hereof, whereupon this letter and the acceptance by each of you thereof shall constitute a binding Agreement between the Company and you in accordance with its terms. Very truly yours, CIGNA CORPORATION ------------------------ By: Title: Accepted in New York, New York, as of the date hereof: /s/ Goldman, Sachs & Co. - ------------------------------- (Goldman, Sachs & Co.) CS FIRST BOSTON CORPORATION - ------------------------------- By: Title: J.P. MORGAN SECURITIES INC. - ------------------------------- By: Title: MORGAN STANLEY & CO. INCORPORATED - ------------------------------- By: Title: -29- 31 counterparts hereof, whereupon this letter and the acceptance by each of you thereof shall constitute a binding Agreement between the Company and you in accordance with its terms. Very truly yours, CIGNA CORPORATION ------------------------ By: Title: Accepted in New York, New York, as of the date hereof: - ------------------------------- (Goldman, Sachs & Co.) CS FIRST BOSTON CORPORATION /s/ Martha D. Bailey - ------------------------------- By: Martha D. Bailey Title: Vice President J.P. MORGAN SECURITIES INC. - ------------------------------- By: Title: MORGAN STANLEY & CO. INCORPORATED - ------------------------------- By: Title: -29- 32 counterparts hereof, whereupon this letter and the acceptance by each of you thereof shall constitute a binding Agreement between the Company and you in accordance with its terms. Very truly yours, CIGNA CORPORATION ------------------------ By: Title: Accepted in New York, New York, as of the date hereof: - ------------------------------- (Goldman, Sachs & Co.) CS FIRST BOSTON CORPORATION - ------------------------------- By: Title: J.P. MORGAN SECURITIES INC. /s/ Maria Sramek - ------------------------------- By: Maria Sramek Title: Vice President MORGAN STANLEY & CO. INCORPORATED - ------------------------------- By: Title: -29- 33 counterparts hereof, whereupon this letter and the acceptance by each of you thereof shall constitute a binding Agreement between the Company and you in accordance with its terms. Very truly yours, CIGNA CORPORATION ------------------------ By: Title: Accepted in New York, New York, as of the date hereof: - ------------------------------- (Goldman, Sachs & Co.) CS FIRST BOSTON CORPORATION - ------------------------------- By: Title: J.P. MORGAN SECURITIES INC. - ------------------------------- By: Title: MORGAN STANLEY & CO. INCORPORATED /s/ Richard C. Schwartz - ------------------------------- By: Richard C. Schwartz Title: Principal -29- 34 Annex I CIGNA Corporation Medium Term Notes, Series E Terms Agreement _____________, 199_ [Name(s) and Address(es) of Agent(s)] Dear Sirs: CIGNA Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement, dated January 5, 1995 (the "Distribution Agreement"), between the Company on the one hand and Goldman, Sachs & Co., CS First Boston Corporation, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (the "Agents") on the other, to issue and sell to [Name(s) of Agent(s)] the securities specified in the Schedule hereto (the "Purchased Securities"). Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents, as agents of the Company, of offers to purchase Securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Nothing contained herein or in the Distribution Agreement shall make any party hereto an agent of the Company or make such party subject to the provisions therein relating to the solicitation of offers to purchase securities from the Company, solely by virtue of its execution of this Terms Agreement. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty in Section 1 of the Distribution Agreement which makes reference to the Prospectus shall be deemed to be a representation and warranty as of the date of the Distribution Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended and supplemented to relate to the Purchased Securities. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore 35 delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement incorporated herein by reference, the Company agrees to issue and sell to [NAME(S) OF AGENT(S)] and [NAME(S) OF AGENT(S)] agree[S] to purchase from the Company the Purchased Securities, at the time and place, in the principal amount and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us ________ counterparts hereof, and upon acceptance hereof by you this letter and such acceptance hereof, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between you and the Company. CIGNA CORPORATION By: ------------------- Name: Title: ACCEPTED: [NAMES(S) OF AGENT(S)] BY: --------------------- NAME: TITLE: I-2 36 Schedule to Annex I Title of Purchased Securities: Medium-Term Notes, Series E Aggregate Principal Amount: $ or units of other Specified Currency [Price to Public:] Purchase Price by [Name(s) of Agent(s)]: _______ % of the principal amount of the Purchased Securities [, plus accrued interest from _________ to _________] [and accrued amortization, if any, from __________ to _________] Method of and Specified Funds for Payment of Purchase Price: [By certified or official bank check or checks, payable to the order of the Company, in [[New York] Clearing House] [immediately available] funds] [By wire transfer to a bank account specified by the Company in [next day] [immediately available] funds] Indenture: Indenture, dated as of January 1, 1994, between the Company and Marine Midland Bank, as Trustee Time of Delivery: Closing Location: Maturity: Interest Rate, (if any): [Fixed Rate Note: __%] [Floating Rate Note: Interest Rate Basis: Index Maturity: Spread or Spread Multiplier: Maximum Rate: __% Minimum Rate: __% Initial Interest Rate: __% Interest Reset Dates: __% Calculation Dates: ____________ I-3 37 Interest Determination Dates: Record Dates: Calculation Agent:] Interest Payment Dates: May 1 and November 1 Indexed Note Indexed Currency: Base Rate: Documents to be Delivered: The following documents referred to in the Distribution Agreement shall be delivered as a condition to the Closing: [(1) The opinion or opinions referred to in Section 4(h).] [(2) The opinion referred to in Section 4(i).] [(3) The accountants' letter referred to in Section 4(j).] [(4) The officers' certificate referred to in Section 4(k).] Other Provisions: I-4 38 ANNEX II Accountants' Letter Pursuant to Section 4(j) and Section 6(e), as the case may be, of the Distribution Agreement, Price Waterhouse, the Company's independent accountants, shall furnish letters to you to the effect that: (i) They are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial information of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to you; (iii) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included or incorporated by reference in Item 6 of the Company's Annual Report on Form 10-K for the most recent fiscal year agrees, where applicable, with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for the five such fiscal years which were included or incorporated by reference in the Company's Annual Reports on Form 10-K which included such fiscal years; (iv) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim consolidated financial statements of the Company and its subsidiaries subsequent to the end of the Company's most recent fiscal year, inspection of the minute books of the Company subsequent to the data of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries 39 of officials of the Company and its subsidiaries responsible for financial and accounting matters, and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not stated on a basis substantially consistent with the basis for the audited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (B) any other unaudited income statement data and balance sheet items, if any, included in the Prospectus and specified by you do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived; (C) the unaudited financial statements, if other than as covered above, which were not included in the Prospectus but from which were derived the unaudited condensed financial statements, if any, referred to in Clause (A) or any unaudited income statement data and balance sheet items included in the Prospectus and referred to in Clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (D) as of a specified date, which if practicable shall be not more than five days prior to the date of delivery of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon II-2 40 exercise of options and stock appreciation rights, and other benefit plans, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Prospectus) or any increase in the consolidated long-term or short-term debt of the Company and its subsidiaries, or any decrease in shareholders' equity except in respect of dividends, realized and unrealized securities gains/losses, foreign currency translations or decreases in operating results, if any, subsequent to the most recent period for which the Company has consolidated operating results, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (E) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in Clause (D) there were any decreases in consolidated net revenues or pre-tax or post-tax operating income (loss), or the per share amounts of such operating income (loss), in each case as compared with the comparable period of the preceding year and with the period of corresponding length ending on such balance sheet date, except in each case for decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (v) In addition to the examination referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (iv) above, they have carried out certain specified procedures, not constituting an examination in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by you which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference), or in Part II of, or in exhibits and II-3 41 schedules to, the Registration Statement specified by you or in documents incorporated by reference in the Prospectus specified by you, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement. All references in this Annex II to the Prospectus shall be deemed to refer to the Prospectus (including the documents incorporated by reference therein) as defined in the Distribution Agreement as of the Closing Date referred to in Section 6(e) thereof and to the Prospectus as amended or supplemented (including the documents incorporated by reference therein) as of the date of the amendment, supplement, incorporation or the Time of Delivery relating to the Terms Agreement requiring the delivery of such letter under Section 4(j) thereof. II-4 42 CIGNA CORPORATION Administrative Procedure (dated as of January 5, 1995) This Administrative Procedure relates to the Securities defined in the Distribution Agreement, dated January 5, 1995 (the "Distribution Agreement"), between CIGNA Corporation (the "Company"), and Goldman, Sachs & Co., CS First Boston Corporation, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (together, the "Agents"), to which this Administrative Procedure is attached. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented or the Indenture. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(c) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the "Selling Agent" and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the "Purchasing Agent". The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a "Global Note") delivered to the Trustee, as agent for The Depository Trust Company (the "Depository") and recorded in the book-entry system maintained by the Depository (a "Book-Entry Note") or a certificate issued in definitive form (a "Certificated Security") delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Note will not be entitled to receive a certificate representing such a Note, except as provided in the Indenture. 43 Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Book-Entry Notes will be issued in accordance with the Administrative Procedure set forth in Part II hereof. PART I: ADMINISTRATIVE PROCEDURE FOR CERTIFICATED SECURITIES Posting Rates by Company: The Company and the Agents will discuss from time to time rates of interest per annum to be borne by and the maturity of Certificated Securities that may be sold as a result of the solicitation of offers by an Agent. The Company may establish a fixed set of interest rates and maturities for an offering period ("posting"). If the Company decides to change already posted rates, it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents. Acceptance of Offers by Company: Each Agent will promptly advise the Company by telephone or other appropriate means of all reasonable offers to purchase Certificated Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Company to purchase Certificated Securities as a Purchasing Agent. The Company will have the sole right to accept offers to purchase Certificated Securities and may reject any such offer in whole or in part. The Company will promptly notify the Selling Agent or Purchasing Agent, as the case may be, of its acceptance or rejection of an offer to purchase Certificated Securities. If the Company accepts an offer to purchase Certificated Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Trustee. Communication of Sale Information to Company by Selling Agent: After the acceptance of an offer by the Company, the Selling Agent or Purchasing Agent, as the case may be, will communicate the following details of the terms of such offer (the "Sale Information") to the Company by telephone P-2 44 (confirmed in writing) or by facsimile transmission or other acceptable written means: (1) Principal amount of Certificated Securities to be purchased; (2) If a Fixed Rate Certificated Security, the interest rate and the initial interest payment date; (3) Maturity Date; (4) Specified Currency and, if the Specified Currency is other than U.S. dollars, the applicable Exchange Rate for such Specified Currency; (5) Indexed Currency, the Base Rate and the Exchange Rate Determination Date, if applicable; (6) Issue Price; (7) Selling Agent's commission or Purchasing Agent's discount, as the case may be; (8) Net proceeds to the Company; (9) Settlement Date; (10) If a redeemable Certificated Security, such of the following as are applicable: (i) Redemption Date, (ii) Initial Redemption Price (% of par), and (iii) Amount (% of par) that the Redemption Price shall decline (but not below par) on each anniversary of the Redemption Date; (11) If a Floating Rate Certificated Security, such of the following as are applicable: (i) Interest Rate Basis, (ii) Index Maturity, (iii) Spread or Spread Multiplier, P-3 45 (iv) Maximum Rate, (v) Minimum Rate, (vi) Initial Interest Rate, (vii) Interest Reset Dates, (viii) Calculation Dates, (ix) Interest Determination Dates, (x) Interest Payment Dates, (xi) Regular Record Dates, and (xii) Calculation Agent; (12) Name, address and taxpayer identification number of the registered owner(s); (13) Denomination of certificates to be delivered at settlement; and (14) Book-Entry Note or Certificated Security. Preparation of Pricing Supplement by Company: If the Company accepts an offer to purchase a Certificated Security, it will prepare a Pricing Supplement. The Company will supply at least ten copies of such Pricing Supplement to the Selling Agent or Purchasing Agent, as the case may be, not later than 5:00 p.m., New York City time, on the business day following the date of acceptance of such offer, or if the Company and the purchaser agree to settlement on the date of such acceptance, not later than noon, New York City time, on such date. The Company will arrange to have the Pricing Supplement filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filings by the rules and regulations under the Act. Delivery of Confirmation and Prospectus to Purchaser by Selling Agent: The Selling Agent will deliver to the purchaser of a Certificated Security a written confirmation of the sale and delivery and payment instructions. In addition, the Selling Agent will deliver to such purchaser or its agent the Prospectus as amended or supplemented (including the Pricing Supplement) in relation to such Certificated P-4 46 Security prior to or together with the earlier of the delivery to such purchaser or its agent of (a) the confirmation of sale or (b) the Certificated Security. Date of Settlement: All offers solicited by a Selling Agent or made by a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the fifth business day after the date of acceptance of such offer or such earlier date as mandated by the Commission by rule or regulation, unless the Company and the purchaser agree to settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. Instruction from Company to Trustee for Preparation of Certificated Securities: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Trustee by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Trustee by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 3:00 p.m. New York City time, on the business day prior to the Settlement Date unless the Settlement Date is the date of acceptance by the Company of the offer to purchase Certificated Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. Preparation and Delivery of Certificated Securities by Trustee and Receipt of Payment Therefor: The Trustee will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Certificated Securities to a purchaser solicited by an Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver P-5 47 Payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. In the case of a sale of Certificated Securities to a Purchasing Agent, the Trustee will, by 2:15 P.M., New York City time, on the Settlement Date, deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated Securities in immediately available funds to the Company in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent's discount. Failure of Purchaser to Pay Selling Agent: If a purchaser (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately return the Certificated Security to the Trustee. Immediately upon receipt of such Certificated Security by the Trustee, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Certificated Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Trustee will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Certificated Security. PART II: ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY NOTES In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by the Depository, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representation from the Company and the Trustee to the Depository, dated the date hereof, and a Medium-Term Note Certificate Agreement between the Trustee and the Depository, dated as of September 7, 1990 (the "Certificate Agreement"), and its obligations as a P-6 48 participant in the Depository, including the Depository's Same-Day Funds Settlement System ("SDFS"). Posting Rates by the Company: The Company and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Book-Entry Notes that may be sold as a result of the solicitation of offers by an Agent. The Company may establish a fixed set of interest rates and maturities for an offering period ("posting"). If the Company decides to change already posted rates, it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents. Acceptance of Offers by the Company: Each Agent will promptly advise the Company by telephone or other appropriate means of all reasonable offers to purchase Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Company to purchase Book-Entry Notes as a Purchasing Agent. The Company will have the sole right to accept offers to purchase Book-Entry Notes and may reject any such offer in whole or in part. The Company will promptly notify the Selling Agent or Purchasing Agent, as the case may be, of its acceptance or rejection of an offer to purchase Book-Entry Notes. If the Company accepts an offer to purchase Book-Entry Notes, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Trustee. Communication of Sale Information to the Company by Selling Agent and Settlement Procedures: A. After the acceptance of an offer by the Company, the Selling Agent or Purchasing Agent, as the case may be, will communicate promptly, but in no event later than the time set forth under "Settlement Procedure Timetable" below, the following details of the terms of such offer (the "Sale Information") to the Company by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means: (1) Principal amount of Book-Entry Notes to be purchased; P-7 49 (2) If a Fixed Rate Book-Entry Note, the interest rate and the initial interest payment date; (3) Maturity Date; (4) Specified Currency and, if the Specified Currency is other than U.S. dollars, the applicable Exchange Rate for such Specified Currency; (5) Indexed Currency, the Base Rate and the Exchange Rate Determination Date, if applicable; (6) Issue Price; (7) Selling Agent's commission or Purchasing Agent's discount or commission, as the case may be; (8) Net proceeds to the Company; (9) Settlement Date; (10) If a redeemable Book-Entry Note, such of the following as are applicable: (i) Redemption Date, (ii) Initial Redemption Price (% of par), and (iii) Amount (% of par) that the Redemption Price shall decline (but not below par) on each anniversary of the Redemption Date; (11) If a Floating Rate Book-Entry Note, such of the following as are applicable: (i) Interest Rate Basis, (ii) Index Maturity, (iii) Spread or Spread Multiplier, (iv) Maximum Rate, (v) Minimum Rate, P-8 50 (vi) Initial Interest Rate, (vii) Interest Reset Dates, (viii) Calculation Dates, (ix) Interest Determination Dates, (x) Interest Payment Dates, (xi) Regular Record Dates, and (xii) Calculation Agent; (12) Name, address and taxpayer identification number of the registered owner(s); (13) Denomination of certificates to be delivered at settlement; and (14) Book-Entry Note or Certificated Security. B. After receiving the Sale Information from the Selling Agent or Purchasing Agent, the Company will communicate such Sale Information to the Trustee by facsimile transmission or other acceptable written means. The Trustee will assign a CUSIP number to the Global Note from a list of CUSIP numbers previously delivered to the Trustee by the Company representing such Book-Entry Note and then advise the Company and the Selling Agent or Purchasing Agent, as the case may be, of such CUSIP number. C. The Trustee will enter a pending deposit message through the Depository's Participant Terminal System, providing the following settlement information to the Depository, and the Depository shall forward such information to such Agent and Standard & Poor's Corporation: (1) The applicable Sale Information; (2) CUSIP number of the Global Note representing such Book-Entry Note; (3) Whether such Global Note will represent any other Book-Entry Note (to the extent known at such time); (4) Number of the Participant account maintained by the Depository on behalf of the Selling Agent or Purchasing Agent, as the case may be; P-9 51 (5) The interest payment period; (6) Initial Interest Payment Date for such Book Entry Note, number of days by which such date succeeds the record date for the Depository's purposes (which in the case of Floating Rate Securities which reset weekly shall be the date five calendar days immediately preceding the applicable Interest Payment Date and in the case of all other Book-Entry Notes shall be the Regular Record Date, as defined in the Security) and, if calculable at that time, the amount of interest payable on such Interest Payment Date. D. The Trustee will complete and authenticate the Global Note previously delivered by the Company representing such Book-Entry Note. E. The Depository will credit such Book-Entry Note to the Trustee's participant account at the Depository. F. The Trustee will enter an SDFS deliver order through the Depository's Participant Terminal System instructing the Depository to (i) debit such Book-Entry Note to the Trustee's participant account and credit such Book-Entry Note to such Agent's participant account and (ii) debit such Agent's settlement account and credit the Trustee's settlement account for an amount equal to the price of such Book-Entry Note less such Agent's commission. The entry of such a deliver order shall constitute a representation and warranty by the Trustee to the Depository that (a) the Global Note representing such Book-Entry Note has been issued and authenticated and (b) the Trustee is holding such Global Note pursuant to the Certificate Agreement. G. Such Agent will enter an SDFS deliver order through the Depository's Participant Terminal System instructing the Depository (i) to debit such Book-Entry Note to such Agent's participant account and credit such Book-Entry Note to the participant accounts of the Participants with respect to such Book-Entry Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of such Agent for an amount equal to the price of such Book-Entry Note. H. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures "F" and P-10 52 "G" will be settled in accordance with SDFS operating procedures in effect on the settlement date. I. Upon confirmation of receipt of funds, the Trustee will transfer to the account of the Company maintained at Morgan Guaranty Trust Company, New York, New York, or such other account as the Company may have previously specified to the Trustee, in funds available for immediate use in the amount transferred to the Trustee in accordance with Settlement Procedure "F". J. Upon request, the Trustee will send to the Company a statement setting forth the principal amount of Book-Entry Notes outstanding as of that date under the Indenture. K. Such Agent will confirm the purchase of such Book-Entry Note to the purchaser either by transmitting the Participants with respect to such Book-Entry Note a confirmation order or orders through the Depository's institutional delivery system or by mailing a written confirmation to such purchaser. L. The Depository will, at any time, upon request of the Company or the Trustee, promptly furnish to the Company or the Trustee a list of the names and addresses of the participants for whom the Depository has credited Book-Entry Notes. Preparation of Pricing Supplement: If the Company accepts an offer to purchase a Book-Entry Note, it will prepare a Pricing Supplement reflecting the terms of such Book-Entry Note and arrange to have delivered to the Selling Agent or Purchasing Agent, as the case may be, at least ten copies of such Pricing Supplement not later than 5:00 p.m., New York City time, on the Business Day following the receipt of the Sale Information, or if the Company and the purchaser agree to settlement on the Business Day following the date of acceptance, not later than noon, New York City time, on such date. The Company will arrange to have the Pricing Supplement filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filings by the rules and regulations under the Act. Delivery of Confirmation and Prospectus to Purchaser by Selling Agent: The Selling Agent will deliver to the Purchaser of a Book-Entry Note a written confirmation of the sale and P-11 53 delivery and payment instructions. In addition, the Selling Agent will deliver to such purchaser or its agent the Prospectus as amended or supplemented (including the Pricing Supplement) in relation to such Book-Entry Note prior to or together with the earlier of the delivery to such purchaser or its agent of (a) the confirmation of sale or (b) the Book-Entry Note. Date of Settlement: The receipt by the Company of immediately available funds in payment for a Book-Entry Note and the authentication and issuance of the Global Note representing such Book-Entry Note shall constitute "settlement" with respect to such Book-Entry Note. All orders accepted by the Company will be settled on the fifth Business Day (or such earlier date as mandated by the Commission by rule or regulation) pursuant to the timetable for settlement set forth below unless the Company and the purchaser agree to settlement on another day which shall be no earlier than the next Business Day. Settlement Procedure Timetable: For orders of Book-Entry Notes solicited by an Agent, as agent, and accepted by the Company for settlement on the first Business Day after the sale date, Settlement Procedures "A" through "I" set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below:
Settlement Procedure Time ---------- ---- A 5:00 p.m. on the Business Day following the acceptance of an offer by the Company or 10:00 a.m. on the Business Day prior to the settlement date, whichever is earlier B 12:00 noon on the sale date C 2:00 p.m. on the sale date
P-12 54
Settlement Procedure Time ---------- ---- D 9:00 a.m. on settlement date E 10:00 a.m. on settlement date F-G 2:00 p.m. on settlement date H 4:45 p.m. on settlement date I 5:00 p.m. on settlement date
If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures "B" and C" shall be completed as soon as practicable but not later than 2:00 p.m. on the first Business Day after the sale date. If the initial interest rate for a Floating Rate Book-Entry Note has not been determined at the time that Settlement Procedure "A" is completed, Settlement Procedures "B" and "C" shall be completed as soon as such rate has been determined but no later than 2:00 p.m. on the second Business Day before the settlement date. Settlement Procedure "H" is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other event specified in the SDFS operating procedures in effect on the settlement date. If settlement of a Book-Entry Note is rescheduled or cancelled, the Trustee, upon obtaining knowledge thereof, will deliver to the Depository through the Depository's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m. on the Business Day immediately preceding the scheduled settlement date. Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure "F", the Trustee may deliver to the Depository, through the Depository's Participant Terminal System, as soon as practicable, a withdrawal message instructing the Depository to debit such Book-Entry Note to the Trustee's participant account, provided that the Trustee's participant account contains a principal amount of the Global Note representing such Book-Entry Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Notes represented by a Global Note, the Trustee will mark such Global Note "cancelled", make appropriate entries in the Trustee's records and send such cancelled Global Note to the Company. The CUSIP number assigned to P-13 55 such Global Note shall, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, the Trustee will exchange such Global Note for two Global Notes, one of which shall represent such Book-Entry Note or Notes and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. If the purchase price for any Book-Entry Note is not timely paid to the participants with respect to such Book-Entry Note by the beneficial purchaser thereof (or a person, including an indirect participant in the Depository, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Note may enter deliver orders through the Depository's Participant Terminal System debiting such Book-Entry Note to such participant's account and crediting such Book-Entry Note to such Agent's account and then debiting such Book-Entry Note to such Agent's participant account and crediting such Book-Entry Note to the Trustee's participant account and shall notify the Company and the Trustee thereof. Thereafter, the Trustee will (i) immediately notify the Company of such order and the Company shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Note which was credited to the account of the Company maintained at the Trustee in accordance with Settlement Procedure "I", and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, the Depository may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Note, the Trustee will provide, in accordance with Settlement Procedure "D" for the authentication and issuance of a Global Note representing the other Book-Entry Notes to have been represented by such Global Note and will make appropriate entries in its records. The Company will, from P-14 56 time to time, furnish the Trustee with a sufficient quantity of Notes. P-15 EX-4.1 3 CIGNA MTN FORM OF FIXED RATE 1 EXHIBIT 4.1 [FORM OF FACE OF FIXED RATE NOTE] CIGNA CORPORATION MEDIUM-TERM NOTE, SERIES E DUE 9 MONTHS TO 50 YEARS FROM DATE OF ISSUE REGISTERED REGISTERED No. FXR- [Principal Amount] CUSIP: [IF THIS IS A GLOBAL NOTE, INSERT -- THIS NOTE 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 OF A DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK 10004, 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ....% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS .........., 19... AND THE YIELD TO MATURITY IS ....% (, THE METHOD USED TO DETERMINE THE YIELD IS .... AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF ........, 19... TO .........., 19... IS ....% OF THE PRINCIPAL AMOUNT OF THIS SECURITY)] 2 PRINCIPAL AMOUNT: ORIGINAL ISSUE DISCOUNT NOTE: ISSUE DATE: ISSUE PRICE: INTEREST RATE: INTEREST PAYMENT DATES: If applicable, the following will be completed solely for the purpose of applying the United States Federal income tax original issue discount ("OID") rules: INITIAL INTEREST PAYMENT DATE: TOTAL AMOUNT OF OID: YIELD TO MATURITY: METHOD USED TO DETERMINE YIELD: REGULAR RECORD DATE: INITIAL ACCRUAL PERIOD OID: STATED MATURITY: INITIAL REDEMPTION DATE: INITIAL REDEMPTION PERCENTAGE: OPTIONAL REPAYMENT DATES: SPECIFIED CURRENCY: EXCHANGE RATE AGENT: OTHER TERMS: -2- 3 CIGNA CORPORATION, a Delaware corporation (herein called the "Company", for value received, hereby promises to pay to ..............................................., or registered assigns, the principal amount set forth above on the Stated Maturity specified above (except to the extent redeemed prior to the Stated Maturity) [if the Note is to bear interest prior to Maturity, insert -- , and to pay interest thereon from the Issue Date specified above or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 1 and November 1 (each an "Interest Payment Date") in each year unless otherwise specified on the face hereof, commencing on the Initial Interest Payment Date specified above, computed on the basis of a 360-day year consisting of twelve 30-day months, at the interest rate per annum specified above until the principal hereof is paid or made available for payment [if applicable, insert --, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of ....% per annum on any overdue principal and premium and on any overdue instalment of interest]. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Dates or maturity, as the case may be. Any payment on any Note due on any day which is not a Business Day need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the due date, and no interest shall accrue for the period from and after such date. As used herein unless otherwise specified, "Business Day" means any day, other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or required by law or regulation to close in The City of New York and (i) with respect to Notes denominated in a Specified Currency other than U.S. dollars or European Currency Units ("ECUs"), in the principal financial center in the country issuing the Specified Currency and (ii) with respect to Notes denominated in ECUs, Brussels. 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 Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which, unless otherwise specified on the face hereof, shall be the April 15 or October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date; provided, however, that interest payable at maturity will be payable to the person to whom the principal hereof shall be payable. 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 Note (or one or more Predecessor Notes) 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 Notes not less than 10 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 -3- 4 which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert -- The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Note shall bear interest at the rate of ....% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not paid on demand shall bear interest at the rate of ......% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand. Any payment on any Note due on any day which is not a Business Day need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the due date, and no interest shall accrue for the period from and after such date. As used herein unless otherwise specified, "Business Day" means any day, other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or required by law or regulation to close in The City of New York and (i) with respect to Notes denominated in a Specified Currency other than U.S. dollars or European Currency Units ("ECUs"), in the principal financial center in the country issuing the Specified Currency and (ii) with respect to Notes denominated in ECUs, Brussels.] Payment of the principal of (and premium, if any) and any interest due at maturity on this Note to be made in U.S. dollars will be made upon surrender of this Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York (or at such other place as the Company may determine), provided that the Note is presented to the Trustee in time for the Trustee to make such payments in such funds in accordance with its normal procedures. Payment of any interest on this Note to be made in U.S. dollars other than at maturity will be made, at the option of the Company, by check mailed to the address of the Person entitled thereto as it appears in the Security Register or by wire transfer to such account as may have been appropriately designated in writing no later than the relevant Regular Record Date to the Trustee by such Person. [If this Note is denominated in a Specified Currency other than U.S. dollars, insert - Payments of principal of (and premium, if any) and any interest -4- 5 on this Note will be made by wire transfer to an account designated by the Holder hereof with a bank located in the country issuing the Specified Currency (or, with respect to Notes denominated in ECUs, Brussels) or other jurisdiction, in each case, acceptable to the Company and the Trustee, as shall have been designated in writing by the Holder of such Note, (i) with respect to payments of interest, on or prior to the fifth Business Day after the relevant Regular Record Date and (ii) with respect to payments of principal (and premium, if any) 10 Business Days prior to maturity, provided that, in the case of payment of principal of (and premium, if any) and any interest due at maturity on this Note, this Note is presented to the Trustee in time for the Trustee to make such payments in such funds in accordance with its normal procedures. [If this Note is a Global Note, insert -- As used in the preceding sentence, "Business Day" means a day on which the Depository is open for business.] If appropriate wire transfer instructions are not so received, interest payments (other than interest payable at maturity) may be made by check payable in such Specified Currency mailed to the address of the person entitled thereto as such address shall appear in the Security Register.] [Payments of interest and principal (and premium, if any) for any Note denominated in a Specified Currency other than U.S. dollars will be made in U.S. dollars if the registered Holder of such Note on the relevant Regular Record Date or at maturity of such Note, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee at its corporate trust office on or prior to the relevant Regular Record Date or on or prior to the date 15 calendar days prior to maturity. Such request may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission. Any such request made for any Note by a registered Holder will remain in effect for any further payments with respect to such Note payable to such Holder, unless such request is revoked (i) with respect to payments of interest, on or prior to the fifth Business Day after the relevant Regular Record Date and (ii) with respect to payments of principal (and premium, if any) 10 Business Days prior to maturity. [If this Note is a Global Note, insert -- As used in the preceding sentence, "Business Day" means a day on which the Depository is open for business.] The U.S. dollar amount to be received by a Holder of a Note denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be determined by the Exchange Rate Agent stated on the face hereof (or any successor agent appointed by the Company) based upon the quotation for the relevant Specified Currency appearing at approximately 11:00 A.M., New York City time, on the second Business Day next preceding the applicable payment date in Reuters Real Time Date Feed (or if such service is not available, such other service -5- 6 furnished from time to time by Reuters or, if Reuters does not furnish such service, Telerate, as the Exchange Rate Agent deems appropriate) bid by one of at least three recognized foreign exchange dealers agreed to by the Company and the Exchange Rate Agent (one of which may be the Exchange Rate Agent) which will yield the largest number of U.S. dollars upon conversion from such Specified Currency. If three such bid quotations are not available on the second Business Day preceding the date of payment of principal (and premium, if any) or interest for any such Note, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any such Note will be borne by the holder thereof by deductions from such payment.] Except as set forth below, if the principal of (and premium, if any) or interest on, this Note is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available to the Company for making payments hereon due to the imposition of exchange controls or other circumstances beyond the control of the Company or is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions within the international banking community, then the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payments in U.S. dollars on the basis of the Exchange Rate (as defined herein) on the date of such payment or, if the Exchange Rate is not available on such date, as of the most recent practicable date. Any payment made under such circumstances in U.S. dollars where the required payment is in a Specified Currency other than U.S. dollars will not constitute an Event of Default. If payment in respect of this Note is required to be made in ECUs and ECUs are unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control or are no longer used in the European Monetary System, then all payments in respect of this Note shall be made in U.S. dollars until ECUs are again available or so used. The amount of each payment in U.S. dollars shall be computed on the basis of the equivalent of the ECU in U.S. dollars, determined as described below, as of the second Business Day prior to the date on which such payment is due. The equivalent of the ECU in U.S. dollars as of any date shall be determined by the Company or the Exchange Rate Agent on the following basis. The component currencies of the ECU for this purpose (the "Components") shall be the currency amounts that were components of the ECU as of the last date on which the ECU was used in the European Monetary System. The equivalent of the ECU in U.S. dollars shall be calculated by aggregating the U.S. dollar equivalents of the Components. The -6- 7 U.S. dollar equivalent of each of the Components shall be determined by the Company or such agent on the basis of the most recently available Exchange Rates for such Components. If the official unit of any Component is altered by way of combination or subdivision, the number of units of that currency as a Component shall be divided or multiplied in the same proportion. If two or more Components are consolidated into a single currency, the amounts of those currencies as Components shall be replaced by an amount in such single currency equal to the sum of the appropriate amounts of the consolidated component currencies expressed in such single currency. If any Component is divided into two or more currencies, the amount of the original component currency shall be replaced by the appropriate amounts of such two or more currencies, the sum of which shall be equal to the amount of the original component currency. All determinations referred to above made by the Company or its agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and binding on the Holder of this Note. Reference is hereby made to the further provisions of this Note 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 Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: CIGNA CORPORATION By......................... Attest: ........................ -7- 8 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. ..........................., As Trustee ---------- By.......................... Authorized Officer ------------------ -8- 9 [FORM OF REVERSE OF FIXED RATE NOTE] This Note is one of a duly authorized issue of securities of the Company (herein called the "Notes"), issued and to be issued in one series under an Indenture, dated as of January 1, 1994 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and Marine Midland Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemented 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 Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, limited in aggregate principal amount to $800,000,000 or its equivalent in one or more currencies or composite currencies. [If applicable, insert -- The Notes are subject to redemption upon not more than 60 nor less than 30 days' notice by mail, [if applicable, insert -- (1) on ........... in any year commencing with the year ...... and ending with the year ...... through operation of the sinking fund at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after .........., 19..], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert -- on or before ..............., ...%, and if redeemed] during the 12-month period beginning ............. of the years indicated, Redemption Redemption Year Price Year Price ---- ------------- ---- ---------- and thereafter at a Redemption Price equal to .....% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or -9- 10 prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Notes are subject to redemption upon not more than 60 nor less than 30 days' notice by mail, (1) on ............ in any year commencing with the year .... and ending with the year .... through operation of the sinking fund at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ............], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ............ of the years indicated, Redemption Price Redemption Price For Redemption For Redemption Otherwise Than Through Operation Through Operation Year of the Sinking Fund of the Sinking Fund ---- ------------------- ------------------- and thereafter at a Redemption Price equal to .....% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- Notwithstanding the foregoing, the Company may not, prior to ............., redeem any Notes as contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company -10- 11 (calculated in accordance with generally accepted financial practice) of less than .....% per annum.] [If applicable, insert -- The sinking fund for the Notes provides for the redemption on ............ in each year beginning with the year ....... and to and including the year ...... of [if applicable, insert -- not less than $.......... ("mandatory sinking fund") and not more than] $......... aggregate principal amount of Notes. Notes acquired or redeemed by the Company otherwise than through [if applicable, insert -- mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- , in the inverse order in which they become due].] [If the Note is subject to redemption, insert -- In the event of redemption of this Note in part only, a new Note or Notes 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.] The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness on this Note and (b) certain restrictive covenants and certain Events of Default, in each case upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. [If the Note is not an Original Issue Discount Note, insert -- If an Event of Default with respect to Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Note is an Original Issue Discount Note, insert -- If an Event of Default with respect to the Notes shall occur and be continuing, an amount of principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to the aggregate principal amount hereof multiplied by the sum of the Issue Price specified on the face hereof (expressed as a percentage of the aggregate principal amount) plus the original issue discount amortized from the Issue Date to the date of declaration, which amortization shall be calculated using the "interest method" (computed in accordance with generally accepted accounting principles in effect on the date of declaration). Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Notes shall terminate.] -11- 12 [If the Note is a Global Note, insert -- This Note is a Global Note and shall be exchangeable for Notes registered in the names of Persons other than the Depository with respect to this Global Note or its nominee only if (x) such Depository notifies the Company that it is unwilling or unable to continue as Depository for this Global Note or at any time ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, (y) the Company executes and delivers to the Trustee a Company Order that this Global Note shall be exchangeable or (z) there shall have occurred and be continuing an Event of Default with respect to the Notes. If this Global Note is exchangeable pursuant to the preceding sentence it shall be exchangeable for Notes issuable in denominations of $1,000 and any integral multiple thereof, registered in such names as such Depository shall direct.] 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 Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes at the time Outstanding, 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 Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note 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 Note. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice to the Trustee of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal amount of the Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee thereunder and offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and no direction inconsistent with such written request has been -12- 13 given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Notes. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the right of the Holder of this Note, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) (and subject to the provisions regarding Defaulted Interest in the Indenture) any interest on this Note on the Stated Maturity or Maturities expressed in such Note (or, in the case of redemption, on the Redemption Date). As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and any interest on this Note 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 his attorney duly authorized in writing, and thereupon one or more new Notes 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. This Note, and any Note or Notes of this series issued upon transfer or exchange hereof, is issuable only in registered form, without coupons, and, if denominated in U.S. dollars, unless otherwise specified on the face hereof, are issuable only in denominations of U.S. $100,000 and any integral multiple of U.S. $1,000 in excess thereof. If this Note is denominated in a Specified Currency other than U.S. dollars, then, unless a higher minimum denomination is required by applicable law, the authorized denominations will be the amount of the Specified Currency for such Note equivalent, at the noon buying rate in The City of New York for cable transfers for such Specified Currency (the "Exchange Rate") on the first Business Day in The City of New York and the country issuing such currency (or, in the case of ECUs, Brussels) next preceding the date on which the Company accepts the offer to purchase such Note, to U.S. $........ (rounded down to an integral multiple of ........ units of such Specified Currency) and any greater amount that is an integral multiple of ........ units of such Specified Currency. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for other Notes of a like aggregate principal amount and of like tenor but of a different authorized denomination, as requested by the Holder surrendering the same. -13- 14 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note 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 Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. -14- 15 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM-as tenants in common TEN ENT-as tenants by the entireties JT TEN-as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT-........Custodian............... (Cust) (Minor) Under Uniform Gifts to Minors Act................... (State) Additional abbreviations may also be used though not in the above list. ------------------- -15- 16 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto [PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE] ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE] the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such note on the books of the Company, with full power of substitution in the premises. Dated:__________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever. -16- EX-4.2 4 CIGNA MTN FORM OF FLOATING RATE 1 EXHIBIT 4.2 FORM OF FACE OF FLOATING RATE NOTE CIGNA CORPORATION MEDIUM-TERM NOTE, SERIES E DUE 9 MONTHS TO 50 YEARS FROM DATE OF ISSUE REGISTERED REGISTERED No. FLR- [Principal Amount] CUSIP: [IF THIS IS A GLOBAL NOTE, INSERT -- THIS NOTE 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 OF A DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK 10004, 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ....% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS .........., 19... AND THE YIELD TO MATURITY IS ....% (, THE METHOD USED TO DETERMINE THE YIELD IS .... AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF ........, 19... TO .........., 19... IS ....% OF THE PRINCIPAL AMOUNT OF THIS SECURITY)] 2 PRINCIPAL AMOUNT: BASE RATE: ISSUE DATE: SPREAD (plus or minus): INITIAL INTEREST RATE: SPREAD MULTIPLIER: STATED MATURITY: INITIAL REDEMPTION DATE: INDEX MATURITY: INITIAL REDEMPTION PERCENTAGE: MAXIMUM INTEREST RATE: ORIGINAL ISSUE DISCOUNT NOTE: MINIMUM INTEREST RATE: ISSUE PRICE: INTEREST RESET PERIOD: If applicable, the following will be completed solely for the purpose of INTEREST PAYMENT DATES: applying the United States Federal income tax original issue discount ("OID") rules: INITIAL INTEREST RESET DATE: TOTAL AMOUNT OF OID: INTEREST RESET DATES: YIELD TO MATURITY: CALCULATION AGENT: METHOD USED TO DETERMINE YIELD: REDEMPTION PERIODS: INITIAL ACCRUAL PERIOD OID: OPTIONAL REPAYMENT DATES: OTHER TERMS: SPECIFIED CURRENCY: INDEX CURRENCY: EXCHANGE RATE AGENT: -2- 3 CIGNA CORPORATION, a Delaware corporation (herein called the "Company"), for value received, hereby promises to pay to ..............................................., or registered assigns, the principal amount set forth above on the Stated Maturity specified above (except to the extent redeemed prior to the Stated Maturity), and to pay interest thereon from the Issue Date specified above or from the most recent Interest Payment Date (or, if the Interest Reset Period specified above is weekly, from the day following the most recent Regular Record Date (as defined herein)) to which interest has been paid or duly provided for, on the Interest Payment Dates in each year specified above and on the Stated Maturity specified above (except to the extent redeemed prior to the Stated Maturity), commencing on the first such Interest Payment Date next succeeding the Issue Date (or, if the Issue Date is after a Regular Record Date and before the Interest Payment Date immediately following such Regular Record Date, on the second such Interest Payment Date next succeeding the Issue Date), at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date and on and after such Initial Interest Reset Date at the rate determined in accordance with the provisions set forth herein, until the principal hereof is paid or made available for payment. This Note will bear interest from the Issue Date specified above or from the most recent Interest Payment Date (or, if the Interest Reset Period specified above is weekly, from the day following the most recent Regular Record Date (as defined herein)) in respect of which interest has been paid or duly provided for, until the principal hereof is paid or made available for payment (except as provided below). 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 Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the 15th calendar day prior to such Interest Payment Date (whether or not a Business Day); provided, however, that interest payable at maturity will be payable to the person to whom the principal hereof shall be payable. 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 Note (or one or more Predecessor Notes) 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 Notes not less than 10 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 Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Any payment on this Note due on any day which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made -3- 4 on the due date, and no interest shall accrue for the period from and after such date, except that if the Base Rate specified above is LIBOR and such next Business Day falls in the next calendar month, the payment may be made on the immediately preceding day that is a Business Day. As used herein unless otherwise specified, "Business Day" means any day, other than a Saturday or Sunday, that is not a day on which the banking institutions are authorized or required by law or regulation to close in The City of New York and (i) with respect to Notes denominated in a Specified Currency other than U.S. dollars or European Currency Units ("ECUs"), in the principal financial center in the country issuing the Specified Currency, (ii) with respect to Notes denominated in ECUs, Brussels and (iii) with respect to Notes bearing interest calculated by reference to LIBOR, London. Except as provided above, unless otherwise specified on the face hereof, interest on Notes will be payable: (i) in the case of Notes with a weekly Interest Reset Date, on the third Wednesday of March, June, September and December specified on the face hereof; (ii) in the case of Notes with a monthly Interest Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified on the face hereof; (iii) in the case of Notes with a quarterly Interest Reset Date, on the third Wednesday of March, June, September and December specified on the face hereof; (iv) in the case of Notes with a semiannual Interest Reset Date, on the third Wednesday of the two months specified on the face hereof; and (iv) in the case of Notes with an annual Interest Reset Date, on the third Wednesday of the month specified on the face hereof. This Note will bear interest at the rate determined in accordance with the applicable provisions below by reference to the Base Rate shown on the face hereof based on the Index Maturity, if any, shown on the face hereof (i) plus or minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if any, specified on the face hereof. Commencing with the Initial Interest Reset Date specified on the face hereof, the rate at which interest on this Note is payable shall be reset as of each Interest Reset Date (as used herein, the term "Interest Reset Date" shall include the Initial Interest Reset Date). The Interest Reset Dates will be the Interest Reset Dates specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Issue Date to but excluding the Initial Interest Reset Date will be the Initial Interest Rate and (ii) the interest rate in effect hereon for the 10 calendar days immediately prior to maturity shall be that in effect on the tenth calendar day preceding such maturity. If any Interest Reset Date would otherwise be a day that is not a Market Day, such Interest Reset Date shall be postponed -4- 5 to the next succeeding day that is a Market Day, except that if the Base Rate specified on the face hereof is LIBOR and such Market Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Market Day. The Interest Reset Date will be, in the case of Notes (other than Notes whose Base Rate is the Treasury Rate) which reset weekly, the Wednesday of each week; in the case of Notes whose Base Rate is the Treasury Rate which reset weekly, the Tuesday of each week, except as provided below; in the case of Notes which reset monthly, the third Wednesday of each month; in the case of Notes which reset quarterly, the third Wednesday of March, June, September and December; in the case of Notes which reset semiannually, the third Wednesday of two months of each year, as specified on the face hereof; and in the case of Notes which reset annually, the third Wednesday of one month of each year, as specified on the face hereof. The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the CD Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR and Prime Rate will be the second Market Day preceding such Interest Reset Date. As used herein, "Market Day" means (a) with respect to any Note (other than a Note whose Base Rate is LIBOR), any Business Day in The City of New York and (b) with respect to any Note whose Base Rate is LIBOR, any such Business Day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the Treasury Rate shall be the day of the week in which such Interest Reset Date falls on which Treasury bills normally would be auctioned; provided, however, that if as a result of a legal holiday an auction is held on the Friday of the week preceding such Interest Reset Date, the related Interest Determination Date shall be such preceding Friday; and provided, further, that if an auction shall fall on any Interest Reset Date, then the Interest Reset Date shall instead be the first Market Day following the date of such auction. Unless otherwise specified on the face hereof, the "Calculation Date" pertaining to any Interest Determination Date will be the tenth calendar day after such Interest Determination Date or, if any such day is not a Market Day, the next succeeding Market Day. Determination of Commercial Paper Rate. If the Base Rate specified on the face hereof is the Commercial Paper Rate, the Commercial Paper Rate with respect to this Note shall be the Money Market Yield (as defined herein) of the per annum rate (quoted on a bank discount basis) for the relevant -5- 6 Interest Determination Date for commercial paper having the Index Maturity specified on the face hereof, as such rate shall be published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates," or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "Commercial Paper," or if not so published prior to 9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Commercial Paper Rate shall be the Money Market Yield of the per annum rate (quoted on a bank discount basis) for the relevant Interest Determination Date for commercial paper of the Index Maturity specified on the face hereof as published by the Federal Reserve Bank of New York in its daily statistical release, "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor publication of the Federal Reserve Bank of New York ("Composite Quotations"). If neither of such rates is published by 3:00 P.M., New York City time, on such Calculation Date, then the Commercial Paper Rate shall be the Money Market Yield of the arithmetic mean of the offered per annum rates (quoted on a bank discount basis) as of 11:00 A.M., New York City time, on such Interest Determination Date of three leading dealers in commercial paper in The City of New York selected by the Calculation Agent for commercial paper of the Index Maturity specified on the face hereof, placed for an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized rating agency; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the Commercial Paper Rate with respect to such Interest Reset Date will be the Commercial Paper Rate in effect on such Interest Determination Date. "Money Market Yield" shall be the yield (expressed as a percentage) calculated in accordance with the following formula: Money Market Yield = 100 x 360 x D ---------------- 360 - (D x M) where "D" refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal and "M" refers to the actual number of days in the Index Maturity specified on the face hereof. Determination of Prime Rate. If the Base Rate specified on the face hereof is the Prime Rate, the Prime Rate with respect to this Note shall be the rate set forth in H.15(519) for the relevant Interest Determination Date under the heading "Bank Prime Loan." If such rate is not yet published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest -6- 7 Determination Date, the Prime Rate for such Interest Reset Date will be the arithmetic mean of the rates of interest publicly announced by each bank named on the Reuters Screen NYMF Page (as defined below) as such bank's prime rate or base lending rate as in effect for such Interest Determination Date as quoted on the Reuters Screen NYMF Page on such Interest Determination Date, or, if fewer than four such rates appear on the Reuters Screen NYMF Page on such Interest Determination Date, the rate shall be the arithmetic mean of the prime rates or base lending rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business on such Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent. If fewer than three banks selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the Prime Rate with respect to such Interest Reset Date will be the Prime Rate in effect on such Interest Determination Date. "Reuters Screen NYMF Page" means the display designated as Page "NYMF" on the Reuters Monitor Money Rates Service (or such other page as may replace the NYMF Page on that service for the purpose of displaying prime rates or base lending rates of major United States banks). Determination of LIBOR. If the Base Rate specified on the face hereof is LIBOR, LIBOR with respect to this Note shall be determined as follows: (i) As of the Interest Determination Date, LIBOR shall be either (a) if "LIBOR Reuters" is specified on the face hereof, the arithmetic mean (rounded to the next higher of one hundred-thousandth of a percentage point) of the offered rates as determined by the Calculation Agent for deposits of not less than U.S. $1,000,000 having the Index Maturity designated on the face hereof, commencing on the second Market Day immediately following such Interest Determination Date, that appear on the Designated LIBOR Page as of 11:00 A.M., London time, on that Interest Determination Date, if at least two such offered rates appear on such Designated LIBOR Page, or (b) if "LIBOR Telerate" is specified on the face hereof, the offered rate for deposits of not less than U.S. $1,000,000 having the Index Maturity designated on the face hereof, commencing on the second Market Day immediately following such Interest Determination Date, that appears on the Designated LIBOR Page as of 11:00 A.M., London time, on that Interest Determination Date. If fewer than two offered rates appear, or no rate appears, as applicable, LIBOR in respect of the related Interest Determination Date shall be determined as if the parties had specified the rate described in clause (ii) below. (ii) With respect to an Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the -7- 8 applicable Designated LIBOR Page as specified in clause (i) above, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for the period of the Index Maturity designated on the face hereof, commencing on the second Market Day immediately following such Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on such Interest Determination Date and in a principal amount of not less than $1,000,000 that in the Calculation Agent's judgment is representative for a single transaction in such market at such time (a "Representative Amount"). If at least two such quotations are provided, LIBOR with respect to such Interest Reset Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR with respect to such Interest Reset Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York City time, on such Interest Determination Date (or such other time specified on the face hereof), by three major banks in The City of New York, selected by the Calculation Agent, for loans in U.S. dollars to leading European banks, having the Index Maturity designated on the face hereof and commencing on the Interest Reset Date and in a Representative Amount; provided, however, that if fewer than three banks selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, LIBOR with respect to such Interest Reset Date will be the LIBOR in effect on such Interest Determination Date. "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated on the face hereof, the display designated as page "LIBO" on the Reuters Monitor Money Rates Service for the purpose of displaying the London interbank offered rates of major banks (or such other page as may replace such display on that service for the purpose of displaying London interbank rates of major banks), or (b) if "LIBOR Telerate" is designated on the face hereof, the display designated as page "British Bankers Assoc. Interest Settlement Rates" on the Telerate system, page 3750. If neither LIBOR Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR will be determined as if LIBOR Telerate had been specified. Determination of Treasury Rate. If the Base Rate specified on the face hereof is the Treasury Rate, the Treasury Rate with respect to this Note shall be the rate for the auction held on the relevant Interest Determination Date of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified on the face hereof as published in H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Auction Average -8- 9 (Investment)," or if not so published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the auction average rate on such Interest Determination Date (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise announced by the United States Department of the Treasury. In the event that the results of such auction of Treasury Bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date or if no such auction is held during such week, then the Treasury Rate shall be the rate set forth in H.15(519) for such Interest Determination Date for the Index Maturity specified on the face hereof under the heading "U.S. Government Securities/Treasury Bills/Secondary Market." In the event such rate is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Treasury Rate with respect to such Interest Reset Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, of three primary United States government securities dealers in The City of New York selected by the Calculation Agent for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting bid rates as mentioned in this sentence, the Treasury Rate with respect to such Interest Reset Date will be the Treasury Rate in effect on such Interest Determination Date. Determination of CD Rate. If the Base Rate specified on the face hereof is the CD Rate, the CD Rate with respect to this Note shall be the rate on the relevant Interest Determination Date for negotiable certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519) under the heading "CDs (Secondary Market)," or, if not so published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the CD Rate will be the rate on such Interest Determination Date for negotiable certificates of deposit of the Index Maturity specified on the face hereof as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M. Quotations for U.S. Government Securities" ("Composite Quotations") under the heading "Certificates of Deposit." If neither of such rates is published by 3:00 P.M., New York City time, on such Calculation Date, the CD Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary -9- 10 market offered rates, as of 10:00 a.m., New York City time, on such Interest Determination Date, of three leading nonbank dealers of negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money market banks with a remaining maturity closest to the Index Maturity specified on the face hereof and in a denomination of U.S. $5,000,000; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the CD Rate with respect to such Interest Reset Date will be the CD Rate in effect on such Interest Determination Date. Determination of Federal Funds Rate. If the Base Rate specified on the face hereof is the Federal Funds Rate, the Federal Funds Rate with respect to this Note shall be the rate on the relevant Interest Determination Date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)," or, if not so published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Federal Funds Rate will be the rate on such Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate." If neither of such rates is published by 3:00 P.M., New York City time, on such Calculation Date, the Federal Funds Rate with respect to such Interest Reset Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the rates as of 9:00 A.M., New York City time, on such Interest Determination Date, for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal funds transactions in The City of New York selected by the Calculation Agent; provided, however, that if fewer than three brokers selected as aforesaid by the Calculation Agent are quoting as mentioned in this sentence, the Federal Funds Rate with respect to such Interest Reset Date will be the Federal Funds Rate in effect on such Interest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the face hereof. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States Federal law of general application. At the request of the Holder hereof, the Calculation Agent will provide to the Holder hereof the interest rate hereon then in effect and, if determined, the interest rate that will become effective as of the next Interest Reset Date. -10- 11 Interest payments on this Note will include interest accrued to but excluding the Interest Payment Dates or maturity, as the case may be; provided, however, that if the Interest Reset Period with respect to this Note is weekly, interest payable on any Interest Payment Date, other than interest payable on any date on which principal hereof is payable, will include interest accrued to but excluding the day following the next preceding Regular Record Date. Accrued interest hereon from the date of issue or from the last date to which interest has been paid is calculated by multiplying the face amount hereof by an accrued interest factor. Such accrued interest factor shall be computed by adding the interest factor calculated for each day from the date of issue, or from the last date to which interest has been paid, to but excluding the date for which accrued interest is being calculated. The interest factor (expressed as a decimal) for each such date shall be computed by dividing the interest rate (expressed as a decimal) applicable to such day by 360 if the Base Rate is CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate or LIBOR, as specified on the face hereof, or by the actual number of days in the year if the Base Rate is the Treasury Rate, as specified on the face hereof. All percentages used in or resulting from any calculation of the rate of interest on this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts used in or resulting from such calculation on this Note will be rounded to the nearest cent (with one-half cent rounded upward). The interest rate in effect on any Interest Reset Date will be the applicable rate as reset on such date. The interest rate applicable to any other day is the interest rate from the immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate). Payment of the principal of (and premium, if any) and any interest due at maturity on this Note to be made in U.S. dollars will be made upon surrender of this Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York (or at such other place as the Company may determine), provided that the Note is presented to the Trustee in time for the Trustee to make such payments in such funds in accordance with its normal procedures. Payment of any interest on this Note to be made in U.S. dollars other than at maturity will be made, at the option of the Company, by check mailed to the address of the Person entitled thereto as it appears in the Security Register or by wire transfer to such account as may have been appropriately designated in writing no later than the relevant Regular Record Date to the Trustee by such Person. [If this Note is denominated in a Specified Currency other than U.S. dollars, insert - Payments of principal of (and premium, if any) and any interest on this Note will be made by wire transfer to an account designated by the -11- 12 Holder hereof with a bank located in the country issuing the Specified Currency (or, with respect to Notes denominated in ECUs, Brussels) or other jurisdiction, in each case, acceptable to the Company and the Trustee, as shall have been designated in writing by the Holder of such note (i) with respect to payments of interest, on or prior to the fifth Business Day after the relevant Regular Record Date and (ii) with respect to payments of principal (and premium, if any), 10 Business Days prior to maturity, provided that, in the case of payment of principal of (and premium, if any) and any interest due at maturity on this Note, this Note is presented to the Trustee in time for the Trustee to make such payments in such funds in accordance with its normal procedures. [If this Note is a Global Note, insert -- As used in the preceding sentence, "Business Day" means a day on which the Depository is open for business.] If appropriate wire transfer instructions are not so received, interest payments (other than interest payable at maturity) may be made by check payable in such Specified Currency mailed to the address of the person entitled thereto as such address shall appear in the Security Register.] [Payments of interest and principal (and premium, if any) for any Note denominated in a Specified Currency other than U.S. dollars will be made in U.S. dollars if the registered Holder of such Note on the relevant Regular Record Date or at maturity of such Note, as the case may be, has transmitted a written request for such payment in U.S. dollars to the Trustee at its corporate trust office on or prior to the relevant Record Date or on or prior to the date 15 calendar days prior to maturity. Such request may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission. Any such request made for any Note by a registered Holder will remain in effect for any further payments) with respect to such Note payable to such Holder, unless such request is revoked (i) with respect to payments of interest, on or prior to the fifth Business Day after the relevant Regular Record Date and (ii) with respect to payments of principal (and premium, if any), 10 Business Days prior to maturity. [If this Note is a Global Note, insert -- As used in the preceding sentence, "Business Day" means a day on which the Depository is open for business.] The U.S. dollar amount to be received by a Holder of a Note denominated in a Specified Currency other than U.S. dollars who elects to receive payment in U.S. dollars will be determined by the Exchange Rate Agent stated on the face hereof (or any successor agent appointed by the Company) based upon the quotation for the relevant Specified Currency appearing at approximately 11:00 A.M., New York City time, on the second Business Day next preceding the applicable payment date in Reuters Real Time Date Feed (or if such service is not available, such other service furnished from time to time by Reuters or, if Reuters does not furnish such -12- 13 service, Telerate, as the Exchange Rate Agent deems appropriate) bid by one of at least three recognized foreign exchange dealers agreed to by the Company and the Exchange Rate Agent (one of which may be the Exchange Rate Agent) which will yield the largest number of U.S. dollars upon conversion from such Specified Currency. If three such bid quotations are not available on the second Business Day preceding the date of payment of principal (and premium, if any) or interest for any such Note, such payment will be made in the Specified Currency. All currency exchange costs associated with any payment in U.S. dollars on any such Note will be borne by the holder thereof by deductions from such payment.] Except as set forth below, if the principal of (and premium, if any) or interest on this Note is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available to the Company for making payments hereon due to the imposition of exchange controls or other circumstances beyond the control of the Company or is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions within the international banking community, then the Company will be entitled to satisfy its obligations to the Holder of this Note by making such payments in U.S. dollars on the basis of the Exchange Rate (as defined herein) on the date of such payment or, if the Exchange Rate is not available on such date, as of the most recent practicable date. Any payment made under such circumstances in U.S. dollars where the required payment is in a Specified Currency other than U.S. dollars will not constitute an Event of Default. If payment in respect of this Note is required to be made in ECUs and ECUs are unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control or are no longer used in the European Monetary System, then all payments in respect of this Note shall be made in U.S. dollars until ECUs are again available or so used. The amount of each payment in U.S. dollars shall be computed on the basis of the equivalent of the ECU in U.S. dollars, determined as described below, as of the second Business Day prior to the date on which such payment is due. The equivalent of the ECU in U.S. dollars as of any date shall be determined by the Company or the Exchange Rate Agent on the following basis. The component currencies of the ECU for this purpose (the "Components") shall be the currency amounts that were components of the ECU as of the last date on which the ECU was used in the European Monetary System. The equivalent of the ECU in U.S. dollars shall be calculated by aggregating the U.S. dollar equivalents of the Components. The U.S. dollar equivalent of each of the Components shall be determined by the -13- 14 Company or such agent on the basis of the most recently available Exchange Rates for such Components. If the official unit of any Component is altered by way of combination or subdivision, the number of units of that currency as a Component shall be divided or multiplied in the same proportion. If two or more Components are consolidated into a single currency, the amounts of those currencies as Components shall be replaced by an amount in such single currency equal to the sum of the appropriate amounts of the consolidated component currencies expressed in such single currency. If any Component is divided into two or more currencies, the amount of the original component currency shall be replaced by the appropriate amounts of such two or more currencies, the sum of which shall be equal to the amount of the original component currency. All determinations referred to above made by the Company or its agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and binding on the Holder of this Note. Reference is hereby made to the further provisions of this Note 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 Note shall -14- 15 not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: CIGNA CORPORATION By............................ Attest: ................... TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. ......................, As Trustee ---------- By..................... Authorized Officer ------------------ -15- 16 [FORM OF REVERSE OF FLOATING RATE NOTE] This Note is one of a duly authorized issue of securities of the Company (herein called the "Notes"), issued and to be issued in one series under an Indenture, dated as of January 1, 1994 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and Marine Midland Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemented 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 Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, limited in aggregate principal amount to $800,000,000 or its equivalent in one or more currencies or composite currencies. [If applicable, insert -- The Notes are subject to redemption upon not more than 60 nor less than 30 days' notice by mail, [if applicable, insert -- (1) on ........... in any year commencing with the year ...... and ending with the year ...... through operation of the sinking fund at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after .........., 19..], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert -- on or before ..............., ...%, and if redeemed] during the 12-month period beginning ............. of the years indicated, Redemption Redemption Year Price Year Price ---- ------------- ---- ---------- and thereafter at a Redemption Price equal to .....% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to -16- 17 the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Notes are subject to redemption upon not more than 60 nor less than 30 days' notice by mail, (1) on ............ in any year commencing with the year .... and ending with the year .... through operation of the sinking fund at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ............], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ............ of the years indicated, Redemption Price Redemption Price For Redemption For Redemption Otherwise Than Through Through Operation Operation Year of the Sinking Fund of the Sinking Fund ---- ------------------- ------------------- and thereafter at a Redemption Price equal to .....% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- Notwithstanding the foregoing, the Company may not, prior to ............., redeem any Notes as contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company -17- 18 (calculated in accordance with generally accepted financial practice) of less than .....% per annum.] [If applicable, insert -- The sinking fund for the Notes provides for the redemption on ............ in each year beginning with the year ....... and to and including the year ...... of [if applicable, insert -- not less than $.......... ("mandatory sinking fund") and not more than] $......... aggregate principal amount of Notes. Notes acquired or redeemed by the Company otherwise than through [if applicable, insert -- mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- , in the inverse order in which they become due].] [If the Note is subject to redemption, insert -- In the event of redemption of this Note in part only, a new Note or Notes 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.] The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness on this Note and (b) certain restrictive covenants and certain Events of Default, in each case upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. [If the Note is not an Original Issue Discount Note, insert -- If an Event of Default with respect to Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Note is an Original Issue Discount Note, insert -- If an Event of Default with respect to the Notes shall occur and be continuing, an amount of principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to the aggregate principal amount hereof multiplied by the sum of the Issue Price specified on the face hereof (expressed as a percentage of the aggregate principal amount) plus the original issue discount amortized from the Issue Date to the date of declaration, which amortization shall be calculated using the "interest method" (computed in accordance with generally accepted accounting principles in effect on the date of declaration). Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Notes shall terminate.] -18- 19 [If the Note is a Global Note, insert -- This Note is a Global Note and shall be exchangeable for Notes registered in the names of Persons other than the Depository with respect to this Global Note or its nominee only if (x) such Depository notifies the Company that it is unwilling or unable to continue as Depository for this Global Note or at any time ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, (y) the Company executes and delivers to the Trustee a Company Order that this Global Note shall be exchangeable or (z) there shall have occurred and be continuing an Event of Default with respect to the Notes. If this Global Note is exchangeable pursuant to the preceding sentence it shall be exchangeable for Notes issuable in denominations of $1,000 and any integral multiple thereof, registered in such names as such Depository shall direct.] 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 Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes at the time Outstanding, 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 Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note 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 Note. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice to the Trustee of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal amount of the Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee thereunder and offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and no direction inconsistent with such written request has been -19- 20 given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Notes. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the right of the Holder of this Note, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) (and subject to the provisions regarding Defaulted Interest in the Indenture) any interest on this Note on the Stated Maturity or Maturities expressed in such Note (or, in the case of redemption, on the Redemption Date). As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and any interest on this Note 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 his attorney duly authorized in writing, and thereupon one or more new Notes 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. This Note, and any Note or Notes of this series issued upon transfer or exchange hereof, is issuable only in registered form, without coupons, and, if denominated in U.S. dollars, unless otherwise specified on the face hereof, are issuable only in denominations of U.S. $100,000 and any integral multiple of U.S. $1,000 in excess thereof. If this Note is denominated in a Specified Currency other than U.S. dollars, then, unless a higher minimum denomination is required by applicable law, the authorized denominations will be the amount of the Specified Currency for such Note equivalent, at the noon buying rate in The City of New York for cable transfers for such Specified Currency (the "Exchange Rate") on the first Business Day in The City of New York and the country issuing such currency (or, in the case of ECUs, Brussels) next preceding the date on which the Company accepts the offer to purchase such Note, to U.S. $....... (rounded down to an integral multiple of ...... units of such Specified Currency) and any greater amount that is an integral multiple of ...... units of such Specified Currency. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for other Notes of a like aggregate principal amount and of like tenor but of a different authorized denomination, as requested by the Holder surrendering the same. -20- 21 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note 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 Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM-as tenants in common TEN ENT-as tenants by the entireties JT TEN-as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT-.......Custodian............ (Cust) (Minor) Under Uniform Gifts to Minors Act............... (State) Additional abbreviations may also be used though not in the above list. ------------------- -21- 22 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto [PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE] ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE] the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such note on the books of the Company, with full power of substitution in the premises. Dated:__________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever. -22- -----END PRIVACY-ENHANCED MESSAGE-----