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Exhibit
1.1
$300,000,000 6.35% Senior Notes due 2018
Underwriting Agreement
March
4, 2008
Banc
of America Securities LLC
9
West 57th Street
New
York, NY 10019
Goldman,
Sachs & Co.
85
Broad Street
New
York, NY 10004
as
the Representatives of the several Underwriters
Ladies
and Gentlemen:
CIGNA
Corporation, a Delaware corporation (the “ Company
”), confirms, subject to the terms and conditions stated
herein, its agreement to issue and sell to the Underwriters
named in Schedule I hereto (the “ Underwriters
”) the aggregate principal amount of its notes listed in
Schedule I (the “ Notes
”) to be issued pursuant to an Indenture dated as of
August 16, 2006 (the “ Base
Indenture ”) between the Company and U.S. Bank
National Association, as trustee (the “ Trustee
”) and Supplemental Indenture No. 3 to the Base
Indenture to be entered into between the Company and the
Trustee (the “ Supplemental
Indenture, ” and together with the Base Indenture
and any amendments or supplements thereto, the “
Indenture
”), between the Company and the Trustee.
1.
Representations and Warranties of the Company . The Company
represents and warrants to, and agrees with, each of the
Underwriters that:
(a)
An
“automatic shelf registration statement” as defined
under Rule 405 under the Securities Act of 1933, as amended (the
“ Securities Act
”) on Form S-3 (File No. 333-136704) in respect of the Notes
has been filed with the Securities and Exchange Commission (the
“ Commission
”) not earlier than three years prior to the date hereof;
such registration statement, and any post-effective amendment
thereto, became effective on filing; and no stop order suspending
the effectiveness of such registration statement or any part
thereof has been issued and no proceeding for that purpose has been
initiated or threatened by the Commission, and no notice of
objection of the Commission to the use of such registration
statement or any post-effective amendment thereto pursuant to Rule
401(g)(2) under the Securities Act has been received by the
Company; the base prospectus filed as part of such registration
statement, in the form in which it has most recently been filed
with the Commission on or prior to the date of this Agreement,
is
hereinafter
called the “ Basic
Prospectus ”; the preliminary prospectus (including
the preliminary prospectus supplement dated March 4, 2008) relating
to the Notes filed with the Commission pursuant to Rule 424(b)
under the Securities Act is hereinafter called the “
Preliminary
Prospectus ”; the various parts of such registration
statement, including all exhibits thereto but excluding Form T-1
and including any prospectus supplement relating to the Notes that
is filed with the Commission and deemed by virtue of Rule 430B
under the Securities Act to be part of such registration statement,
each as amended at the time such part of the registration statement
became effective, are hereinafter collectively called the “
Registration
Statement ”; the form of the final prospectus relating
to the Notes filed with the Commission pursuant to Rule 424(b)
under the Securities Act in accordance with Section 7(a) hereof is
hereinafter called the “ Prospectus
”; any reference herein to the Basic Prospectus, the
Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein, as
of the date of such prospectus; any reference to any amendment or
supplement to the Basic Prospectus, the Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include any
post-effective amendment to the Registration Statement, any
prospectus supplement relating to the Notes filed with the
Commission pursuant to Rule 424(b) under the Securities Act and any
documents filed under the Securities Exchange Act of 1934, as
amended (the “ Exchange Act
”), and incorporated therein, in each case after the date of
the Basic Prospectus, the Preliminary Prospectus, or the
Prospectus, as the case may be; any reference to any amendment to
the Registration Statement shall be deemed to refer to and include
any annual report of the Company filed pursuant to Section 13(a) or
15(d) of the Exchange Act after the effective date of the
Registration Statement that is incorporated by reference in the
Registration Statement; and any “issuer free writing
prospectus” as defined in Rule 433 under the Securities Act
relating to the Notes is hereinafter called an “ Issuer Free Writing
Prospectus ”;
(b)
No
order preventing or suspending the use of any Preliminary
Prospectus or any Issuer Free Writing Prospectus has been issued by
the Commission, and each Preliminary Prospectus, at the time of
filing thereof, conformed in all material respects to the
requirements of the Securities Act and the Trust Indenture Act of
1939, as amended (the “ Trust Indenture
Act ”) and the rules and regulations of the Commission
thereunder, and did 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, in the light of the
circumstances under which they were made, 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
Underwriter through the Representatives or Debevoise & Plimpton
LLP on their behalf expressly for use therein;
(c)
For
the purposes of this Agreement, the “ Applicable
Time ” is 4:06 p.m. (Eastern
time) on the date of this Agreement; the Preliminary Prospectus as
supplemented by the final term sheet prepared and filed pursuant to
Section 3(b) hereof and any
Permitted
Free Writing Prospectus (as defined in Section 3(a) below), taken
together (collectively, the “ Pricing Disclosure
Package ”) as of the Applicable Time, did not include
any 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, not
misleading; and each Issuer Free Writing Prospectus does not
conflict with the information contained in the Registration
Statement, the Preliminary Prospectus or the Prospectus and each
such Issuer Free Writing Prospectus, as supplemented by and taken
together with the Pricing Disclosure Package as of the Applicable
Time, did not include any 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, not misleading; provided, however, that this
representation and warranty shall not apply to statements or
omissions made in an Issuer Free Writing Prospectus in reliance
upon and in conformity with information furnished in writing to the
Company by an Underwriter through the Representatives or Debevoise
& Plimpton LLP on their behalf expressly for use
therein;
(d)
The
documents incorporated by reference in the Pricing Disclosure
Package and 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 Securities Act or the
Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and 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; any further documents so filed
and incorporated by reference in the Pricing Disclosure Package and
the Prospectus or any further amendment or supplement thereto, 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 Securities 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; and no
such documents were filed with the Commission since the
Commission’s close of business on the business day
immediately prior to the date of this Agreement and prior to the
execution of this Agreement;
(e)
The
Registration Statement conformed, as of its effective date, and
conforms, and the Pricing Disclosure Package and the Prospectus and
any further amendments or supplements to the Registration Statement
and the Prospectus will conform, in all material respects to the
requirements of the Securities Act and 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 as to each part
of the Registration Statement and as of the applicable filing date
as to the Prospectus and any amendment or 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
Underwriter through the Representatives or Debevoise & Plimpton
LLP on their behalf expressly for use therein;
(f)
(
i
) ( A ) At
the time of filing the Registration Statement, ( B ) at
the time of the most recent amendment thereto for the purposes of
complying with Section 10(a)(3) of the Securities Act (whether such
amendment was by post-effective amendment, incorporated report
filed pursuant to Section 13 or 15(d) of the Exchange Act or form
of prospectus), and ( C ) at
the time the Company or any person acting on its behalf (within the
meaning, for this clause only, of Rule 163(c) under the Securities
Act) made any offer relating to the Notes in reliance on the
exemption of Rule 163 under the Securities Act, the Company was a
“well-known seasoned issuer” as defined in Rule 405
under the Securities Act; and ( ii ) at
the earliest time after the filing of the Registration Statement
that the Company or another offering participant made a bona fide
offer (within the meaning of Rule 164(h)(2) under the Securities
Act) of the Notes, the Company was not an “ineligible
issuer” as defined in Rule 405 under the Securities
Act;
(g)
The
Company has been duly incorporated and is validly existing in good
standing under the laws of the State of Delaware, with power and
authority to own its properties and conduct its business as
described in the Pricing Disclosure Package and the Prospectus; the
Company’s authorized share capital is as set forth in the
Pricing Disclosure Package and the Prospectus, and 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;
(h)
Each
of Connecticut General Life Insurance Company and Life Insurance
Company of North America (each being hereinafter referred to as a
“ Principal
Subsidiary ”) has been duly formed and is validly
existing in good standing under the laws of the jurisdiction of its
formation, with power and authority (corporate and other) to own
its properties and conduct its business as described in the Pricing
Disclosure Package and the Prospectus; and each Principal
Subsidiary of the Company maintains an insurance license or is duly
qualified to do business as a foreign corporation, limited
partnership or limited liability company in good standing in all
other jurisdictions in which its ownership or lease of property or
the conduct of its business requires such qualification; all of the
issued and outstanding ownership interests of each Principal
Subsidiary of the Company have been duly authorized and validly
issued in accordance with the organizational documents of such
Principal Subsidiary; and the ownership interests of each Principal
Subsidiary owned by the Company, directly or through subsidiaries,
is owned free from liens, encumbrances and defects, except where
the failure to be so licensed or qualified or where such liens,
encumbrances and defects would not, individually or in the
aggregate, have a material adverse effect on the financial
condition, business or results of operations of the Company and its
subsidiaries taken as a whole (“ Material Adverse
Effect ”);
(i)
This
Agreement has been duly authorized, executed and delivered by the
Company;
(j)
The
Notes and the Indenture have been duly authorized by the Company
and, when the Supplemental Indenture has been duly executed and
delivered by the Company in accordance with its terms, and assuming
the valid execution and delivery thereof by the Trustee, the
Indenture will constitute, and, in the case of the Notes, when they
are delivered by the Company, paid for pursuant to this Agreement
and the Indenture and duly authenticated and delivered by the
Trustee, the Notes will, on the Closing Date, constitute, valid and
legally binding obligations of the Company, enforceable in
accordance with their respective terms, subject, as to enforcement,
to bankruptcy, insolvency, fraudulent transfer, reorganization and
other laws of general applicability relating to or affecting
creditors’ rights and to general equity principles
(regardless of whether such enforceability is considered in a
proceeding in equity or at law); the Notes when delivered by the
Company, paid for pursuant to this Agreement and the Indenture and
duly authenticated and delivered by the Trustee, will be entitled
to the benefits of the Indenture; and the Notes conform to the
descriptions thereof in the Pricing Disclosure Package and the
Prospectus in all material respects;
(k)
The
issuance by the Company of the Notes, the compliance by the Company
with all of the provisions of this Agreement, the Notes and the
Indenture, and the consummation of the transactions contemplated
herein and therein ( a ) will
not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any subsidiary is a
party or by which the Company or any subsidiary is bound or to
which any of the property or assets of the Company or any
subsidiary is subject, which conflict, breach, violation, or
default would individually, or in the aggregate, have a Material
Adverse Effect; and ( b ) will
not result in any violation of ( i ) the
provisions of the Certificate of Incorporation or By-laws or other
organizational documents of the Company, or the charter, by-laws or
other organizational documents of any subsidiary of the Company or
( ii ) any
existing statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the
Company’s or any of its or its subsidiaries’
properties, which violation, in the case of any of the
Company’s subsidiaries, would, individually, or in the
aggregate, have a Material Adverse Effect;
(l)
No
consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or
body is required for the issue of the Notes or the consummation by
the Company of the other transactions contemplated by this
Agreement and the Indenture, except such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or blue sky laws in connection with the
issuance by the Company of the Notes and the purchase and
distribution of the Notes by the Underwriters;
(m)
The
Company and its Principal Subsidiaries possess certificates,
authorities or permits issued by appropriate governmental agencies
or bodies necessary to conduct the business now operated by them
and have not received any notice of proceedings relating to the
revocation or modification of any such certificate, authority or
permit that, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a
Material Adverse Effect;
(n)
Except
as disclosed in the Pricing Disclosure Package and the Prospectus,
there are no pending actions, suits or proceedings against or
affecting the Company, any of its subsidiaries or any of their
respective properties that are required to be described in the
Registration Statement, the Pricing Disclosure Package or the
Prospectus and are not so described or would not reasonably be
expected to materially and adversely affect the ability of the
Company to perform its obligations under the Indenture or this
Agreement or which are otherwise reasonably possible to be material
in the context of the sale of the Notes; and no such actions, suits
or proceedings are threatened or, to the Company’s knowledge,
contemplated;
(o)
There
are no contracts or other documents 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, Pricing
Disclosure Package or the Prospectus or required to be described in
the Registration Statement, Pricing Disclosure Package or the
Prospectus which are not filed or incorporated by reference or
described as required;
(p)
The
financial statements included or incorporated by reference in the
Registration Statement, the Pricing Disclosure Package and the
Prospectus present fairly the financial position of the Company and
its consolidated subsidiaries as of the dates shown and their
results of operations and cash flows for the periods shown, and,
except as otherwise disclosed in the Registration Statement, the
Pricing Disclosure Package and the Prospectus, such financial
statements have been prepared in conformity with the generally
accepted accounting principles in the United States applied on a
consistent basis;
(q)
Since
the date of the latest audited financial statements incorporated by
reference in the Registration Statement, the Pricing Disclosure
Package and the Prospectus and except as disclosed in the
Registration Statement, the Pricing Disclosure Package and the
Prospectus, which incorporates by reference the annual report on
Form 10-K for the fiscal year ended December 31, 2007, as well as
certain current reports on Form 8-K, as listed in such Prospectus,
there has been no material adverse change in the business,
financial condition, prospects or results of operations of the
Company and its subsidiaries taken as a whole, and there has been
no dividend or distribution of any kind declared, paid or made by
the Company on any class of its equity interests, except the
Company’s regular cash dividend on its common stock, par
value $0.25 per share;
(r)
The
Company and its consolidated subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable
assurances that ( 1
) transactions are executed in accordance with
management’s general or specific authorization; (
2
) transactions are recorded as necessary to permit preparation
of financial statements in conformity with accounting principles
generally accepted in the United States (“ GAAP ”)
and to maintain accountability for assets; ( 3
) access to assets is permitted only in accordance with
management’s general or specific authorization; and (
4
) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is
taken with respect to any differences. Except as
described in the Pricing Disclosure Package and the Prospectus,
since the end of the Company’s most recent audited fiscal
year, there has been ( i ) no
material weakness identified by management, or by the
Company’s auditors and communicated to management, in the
Company’s internal control over financial reporting (whether
or not remediated) and ( ii ) no
change in the Company’s internal control over financial
reporting that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over
financial reporting;
(s)
The
Company and its consolidated subsidiaries employ disclosure
controls and other procedures that are designed to ensure that
information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms, and is
accumulated and communicated to the Company’s management,
including its principal executive and principal financial officer
or officers, as appropriate, to allow timely decisions regarding
disclosure;
(t)
PricewaterhouseCoopers
LLP, who have certified certain financial statements of the Company
and its subsidiaries, is an independent registered public
accounting firm with respect to the Company and its subsidiaries
within the applicable rules and regulations adopted by the
Commission and the Public Accounting Oversight Board (United
States) and as required by the Securities Act; and
(u)
The
Company is not and, after giving effect to the offering and sale of
the Notes and the application of the proceeds thereof as described
in the Pricing Disclosure Package and the Prospectus, will not be
an “investment company” as defined in the Investment
Company Act of 1940, as amended, and the rules and regulations of
the Commission thereunder.
2.
Sale and Delivery .
(a)
Subject
to the terms and conditions herein set forth, the
Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, the principal amount of
each series of Notes set forth in Schedule I opposite the name of
such Underwriter (plus an additional amount of Notes that such
Underwriter may become obligated to purchase
pursuant
to the provisions of Section 9 hereof) at the price set forth on
Schedule I, plus accrued interest, if any, from March 7,
2008.
(b)
The
Notes to be purchased by each Underwriter hereunder will be
represented by registered global notes in book entry form which
will be deposited by or on behalf of the Company with The
Depository Trust Company (“ DTC ”)
or its designated custodian. The Company will deliver
the Notes to the Representatives, acting on behalf of the
Underwriters for the account of each Underwriter, against payment
by or on behalf of such Underwriter of the amount therefor, as set
forth above, by wire transfer of Federal (same day) funds to a
commercial bank account located in the United States and designated
in writing at least forty eight hours prior to the Closing Date by
the Company to the Representatives, by causing DTC to credit the
Notes to the account of one or more of the Representatives, as
designated prior to the Closing Date, at DTC. The
Company will cause the global certificates representing the Notes
to be made available to the Representatives, acting on behalf of
the Underwriters, for checking at least twenty four hours prior to
the Closing Date at the office of DTC or its designated custodian
(the “ Designated
Office ”). The time and date of such
delivery and payment shall be 9:30 a.m., New York City time, on
March 7, 2008 or such other time and date as the Representatives
and the Company may agree upon in writing. Such time and
date are herein called the “ Closing Date.
”
(c)
The
documents to be delivered on the Closing Date by or on behalf of
the parties hereto pursuant to Section 7 hereof, including the
cross receipt for the Notes and any additional documents requested
by the Underwriters pursuant to Section 7(k) hereof, will be
delivered at such time and date at the offices of Debevoise &
Plimpton LLP, New York, New York or such other location as the
Representatives and the Company may agree in writing (the “
Closing
Location ”), and the Notes will be delivered at the
Designated Office, all on the Closing Date. A meeting
will be held at the Closing Location at 1:00 p.m., New York City
time or at such other time as the Representatives and the Company
may agree in writing, on the New York Business Day next preceding
the Closing Date, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will
be available for review by the parties hereto. For the
purposes of this Section 2, “ New York Business
Day ” shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking
institutions in New York are generally authorized or obligated by
law or executive order to close.
3.
Free Writing Prospectuses .
(a)
The
Company represents and agrees that, without the prior consent of
the Representatives, it has not made and will not make any offer
relating to the Notes that would constitute a “free writing
prospectus” as defined in Rule 405 under the Securities Act,
other than a Permitted Free Writing Prospectus; each Underwriter,
severally and not jointly, represents and agrees that, without the
prior consent of the Company and the
Representatives,
it has not made and will not make any offer relating to the Notes
that would constitute a “free writing prospectus” as
defined in Rule 405 under the Securities Act, other than a
Permitted Free Writing Prospectus or a free writing prospectus that
is not required to be filed by the Company pursuant to Rule 433,
provided that
the Underwriters may use a term sheet substantially in the form of
Schedule II hereto without the consent of the Company; any such
free writing prospectus (which shall include the pricing term sheet
discussed in Section 3(b) hereof), the use of which has been
consented to by the Company and the Representatives, is listed on
Schedule III and herein called a “ Permitted Free
Writing Prospectus. ”
(b)
The
Company agrees to prepare a term sheet specifying the terms of the
Notes not contained in the Preliminary Prospectus, substantially in
the form of Schedule II hereto and approved by the Representatives,
and to file such pricing term sheet pursuant to Rule 433(d) under
the Securities Act within the time period prescribed by such
Rule.
(c)
The
Company and the Representatives have complied and will comply with
the requirements of Rule 433 under the Securities Act applicable to
any free writing prospectus, including timely Commission filing,
where required, and legending.
(d)
The
Company agrees that if at any time following issuance of a
Permitted Free Writing Prospectus any event occurred or occurs as a
result of which such Permitted Free Writing Prospectus would
conflict with the information in the Registration
Statemen
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