700,000,000 5.685% Senior Notes due 2026 $800,000,000 5.400% Senior Notes due 2033 Underwriting AgreementUnderwriting Agreement • March 7th, 2023 • Cigna Group • Hospital & medical service plans • New York
The Cigna Group, a Delaware corporation (formerly Cigna 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”), for whom BofA Securities, Inc., Morgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc. are acting as the representatives (the “Representatives”), the aggregate principal amounts of its 5.685% Senior Notes due 2026 (the “2026 Notes”) and its 5.400% Senior Notes due 2033 (the “2033 Notes” and, collectively with the 2026 Notes, the “Notes”) listed in Schedule I to be issued pursuant to the Indenture, dated as of September 17, 2018, between the Company and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by Supplemental Indenture No. 6 to the Base Indenture to be entered into between the Company and the Trustee (the “Supplemental
Cigna Corporation Cigna Long-Term Incentive Plan: Strategic Performance Share Grant AgreementStrategic Performance Share Grant Agreement • May 2nd, 2019 • Cigna Corp • Hospital & medical service plans • Delaware
Cigna Corporation (“Cigna”) has granted you the number of strategic performance shares set forth below in this Strategic Performance Share Grant Agreement (“Strategic Performance Share Grant” or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Strategic Performance Share Grant (“Grant Date”) is also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
Cigna Corporation Cigna Long-Term Incentive Plan: Restricted Stock Grant AgreementRestricted Stock Grant Agreement • May 2nd, 2019 • Cigna Corp • Hospital & medical service plans • Delaware
Cigna Corporation (“Cigna”) has granted you the number of shares of restricted stock of Cigna set forth below in this Restricted Stock Grant Agreement (“Restricted Stock Grant” or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Restricted Stock Grant (“Grant Date”) and the dates on which your Grant is scheduled to vest (“Vesting Dates”) are also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
Cigna Corporation Cigna Long-Term Incentive Plan: Nonqualified Stock Option Grant AgreementNonqualified Stock Option Grant Agreement • May 2nd, 2019 • Cigna Corp • Hospital & medical service plans • Delaware
Cigna Corporation (“Cigna”) has granted you the option to purchase the number of shares of Cigna Common Stock set forth below in this Option Grant Agreement (“Option Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Option Grant (“Grant Date”), the dates on which your Option Grant is scheduled to vest (“Vesting Dates”) and the date on which it is scheduled to expire (“Expiration Date”) are also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
SUPPLEMENTAL INDENTURE NO. 7Supplemental Indenture • February 13th, 2024 • Cigna Group • Hospital & medical service plans • New York
Payment of the principal of (and premium, if any) and interest on this Security will be made at the Corporate Trust Office of the Trustee or the Paying Agent’s office maintained for that purpose in the Borough of Manhattan, City of New York, in such coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • December 20th, 2018 • Halfmoon Parent, Inc. • Hospital & medical service plans • New York
The Supplemental Indenture No. 1, dated as of December 20, 2018 (this “Supplemental Indenture No. 1”), among CIGNA CORPORATION (formerly known as Halfmoon Parent, Inc.) (the “Parent Guarantor”), a corporation organized and existing under the laws of the State of Delaware, CIGNA HOLDING COMPANY (formerly known as Cigna Corporation) (the “Company”), a corporation organized and existing under the laws of the State of Delaware and a direct Subsidiary of the Parent Guarantor and HSBC Bank USA, National Association (as successor to Marine Midland Bank, N.A.), as trustee (the “Trustee”).
AGREEMENT AND RELEASEAgreement and Release • May 7th, 2020 • Cigna Corp • Hospital & medical service plans • Delaware
This Agreement and Release (Agreement) is dated June 10, 2019 (Today), and is between Lisa Bacus (you), and Cigna Health & Life Insurance Company (the Company).
Cigna Corporation Cigna Stock Unit Plan: Restricted Stock Unit Grant AgreementRestricted Stock Unit Grant Agreement • May 2nd, 2019 • Cigna Corp • Hospital & medical service plans • Delaware
Cigna Corporation (“Cigna”) has granted you the number of restricted stock units of Cigna set forth below in this Restricted Stock Unit Grant Agreement (“Restricted Stock Unit Grant” or “Grant”) under the Cigna Stock Unit Plan (“Plan”). The date of your Restricted Stock Unit Grant (“Grant Date”) and the dates on which your Grant is scheduled to vest (“Vesting Dates”) are also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
CIGNA CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2019 • Cigna Corp • Hospital & medical service plans • New York
This REGISTRATION RIGHTS AGREEMENT, dated October 11, 2019 (this “Agreement”), is entered into by and among Cigna Corporation, a Delaware corporation (“Cigna”), Cigna Holding Company, a Delaware Corporation (“Cigna Holding”), Express Scripts Holding Company, a Delaware corporation (“Express Scripts”, and together with Express Scripts, the “Guarantors”), and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC as dealer managers hereunder (collectively, the “Dealer Managers”).
ADDITIONAL GUARANTOR SUPPLEMENTAdditional Guarantor Supplement • December 20th, 2018 • Halfmoon Parent, Inc. • Hospital & medical service plans
Morgan Stanley Senior Funding, Inc., as Administrative Agent for the Banks party to the Term Loan Credit Agreement dated as of April 6, 2018, among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), a Delaware corporation, Cigna Holding Company (formerly known as Cigna Corporation), a Delaware corporation, the Guarantors referred to therein, the Banks party thereto from time to time, and the Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”).
ADDITIONAL GUARANTOR SUPPLEMENTAdditional Guarantor Supplement • December 20th, 2018 • Halfmoon Parent, Inc. • Hospital & medical service plans
JPMorgan Chase Bank, N.A., as Administrative Agent for the Banks party to the Revolving Credit and Letter of Credit Agreement dated as of April 6, 2018 and as amended as of November 15, 2018, among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), a Delaware corporation, Cigna Holding Company (formerly known as Cigna Corporation), a Delaware corporation, the Guarantors referred to therein, the Banks party thereto from time to time, and the Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 20th, 2018 • Halfmoon Parent, Inc. • Hospital & medical service plans • New York
SUPPLEMENTAL INDENTURE No. 2, dated as of December 20, 2018 (this “Supplemental Indenture”), among CIGNA HOLDING COMPANY (formerly known as Cigna Corporation), a Delaware corporation and EXPRESS SCRIPTS HOLDING COMPANY, a Delaware corporation (each a “Guarantor” and together the “Guarantors”), CIGNA CORPORATION (formerly known as Halfmoon Parent, Inc.), a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee under the Indenture referred to below.
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • February 28th, 2019 • Cigna Corp • Hospital & medical service plans • Pennsylvania
THIS RETENTION AGREEMENT (this “Agreement”), dated as of October 9, 2018, is by and between Cigna Corporation, a Delaware corporation (“Cigna”) and Steven B. Miller (“Executive”).
SUPPLEMENTAL INDENTURE NO. 11Supplemental Indenture • December 20th, 2018 • Halfmoon Parent, Inc. • Hospital & medical service plans • New York
The Supplemental Indenture No. 11, dated as of December 20, 2018 (this “Supplemental Indenture No. 11”), among CIGNA CORPORATION (formerly known as Halfmoon Parent, Inc.) (the “Parent Guarantor”), a corporation organized and existing under the laws of the State of Delaware, CIGNA HOLDING COMPANY (formerly known as Cigna Corporation) (the “Company”), a corporation organized and existing under the laws of the State of Delaware and a direct Subsidiary of the Parent Guarantor and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
NINTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 20th, 2018 • Halfmoon Parent, Inc. • Hospital & medical service plans • New York
The Ninth Supplemental Indenture, dated as of December 20, 2018 (this “Supplemental Indenture No. 9”), among CIGNA CORPORATION (formerly known as Halfmoon Parent, Inc.) (the “Parent Guarantor”), a corporation organized and existing under the laws of the State of Delaware, EXPRESS SCRIPTS, INC. (the “Company”), a corporation organized and existing under the laws of the State of Delaware and MUFG Union Bank, N.A. (as successor to Union Bank, N.A.), as trustee (the “Trustee”).
TWENTY-FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 20th, 2018 • Halfmoon Parent, Inc. • Hospital & medical service plans • New York
The Twenty-Fifth Supplemental Indenture, dated as of December 20, 2018 (this “Twenty-Fifth Supplemental Indenture”), among CIGNA CORPORATION (formerly known as Halfmoon Parent Inc.) (the “Parent Guarantor”), a corporation organized and existing under the laws of the State of Delaware, EXPRESS SCRIPTS HOLDING COMPANY, a corporation organized and existing under the laws of the State of Delaware (the “Company”) and a direct Subsidiary of the Parent and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • September 21st, 2018 • Halfmoon Parent, Inc. • Hospital & medical service plans • New York
SUPPLEMENTAL INDENTURE No. 1, dated as of September 17, 2018 (the "Supplemental Indenture"), between HALFMOON PARENT, INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as trustee and collateral agent (the "Trustee").
Cigna Corporation Cigna Long-Term Incentive Plan: Restricted Stock Unit Grant AgreementRestricted Stock Unit Grant Agreement • May 7th, 2021 • Cigna Corp • Hospital & medical service plans • Delaware
Cigna Corporation (“Cigna”) has granted you the number of restricted stock units of Cigna set forth below in this Restricted Stock Unit Grant Agreement (“Restricted Stock Unit Grant” or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Restricted Stock Unit Grant (“Grant Date”) and the dates on which your Grant is scheduled to vest (“Vesting Dates”) are also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • December 20th, 2018 • Halfmoon Parent, Inc. • Hospital & medical service plans • New York
The Second Supplemental Indenture, dated as of December 20, 2018 (this “Second Supplemental Indenture”), among CIGNA CORPORATION (formerly known as Halfmoon Parent, Inc.) (the “Parent Guarantor”), a corporation organized and existing under the laws of the State of Delaware, MEDCO HEALTH SOLUTIONS, INC. (the “Company”), a corporation organized and existing under the laws of the State of Delaware and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
REVOLVING CREDIT AND LETTER OF CREDIT AGREEMENT Dated as of April 25, 2024 Among THE CIGNA GROUP, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE BANKS FROM TIME TO TIME PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN...Revolving Credit and Letter of Credit Agreement • April 26th, 2024 • Cigna Group • Hospital & medical service plans • New York
REVOLVING CREDIT AND LETTER OF CREDIT AGREEMENT (this “Agreement”) dated as of April 25, 2024 among THE CIGNA GROUP, a Delaware corporation (together with its successors and assigns, the “Company”), the direct and indirect Subsidiaries of the Company from time to time party to this Agreement, as Guarantors, the financial institutions (together with their respective successors and assigns and each financial institution that becomes a lender pursuant to Sections 3.04(e) and 3.04(f), each a “Bank” and, collectively, the “Banks”) listed under the heading “Banks” on the signature pages hereof, and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) as herein provided.
Cigna Corporation Cigna Long-Term Incentive Plan: Nonqualified Stock Option Grant AgreementNonqualified Stock Option Grant Agreement • May 7th, 2021 • Cigna Corp • Hospital & medical service plans • Delaware
Cigna Corporation (“Cigna”) has granted you the option to purchase the number of shares of Cigna Common Stock set forth below in this Option Grant Agreement (“Option Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Option Grant (“Grant Date”), the dates on which your Option Grant is scheduled to vest (“Vesting Dates”) and the date on which it is scheduled to expire (“Expiration Date”) are also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
Cigna Corporation Cigna Long-Term Incentive Plan: Restricted Stock Grant AgreementRestricted Stock Grant Agreement • May 7th, 2020 • Cigna Corp • Hospital & medical service plans • Delaware
Cigna Corporation (“Cigna”) has granted you the number of shares of restricted stock of Cigna set forth below in this Restricted Stock Grant Agreement (“Restricted Stock Grant” or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Restricted Stock Grant (“Grant Date”) and the dates on which your Grant is scheduled to vest (“Vesting Dates”) are also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
Cigna Corporation Cigna Long-Term Incentive Plan: Strategic Performance Share Grant AgreementStrategic Performance Share Grant Agreement • May 7th, 2021 • Cigna Corp • Hospital & medical service plans • Delaware
Cigna Corporation (“Cigna”) has granted you the number of strategic performance shares set forth below in this Strategic Performance Share Grant Agreement (“Strategic Performance Share Grant” or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Strategic Performance Share Grant (“Grant Date”) is also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • October 11th, 2019 • Cigna Corp • Hospital & medical service plans • New York
THIS SUPPLEMENTAL INDENTURE NO. 2, dated as of October 11, 2019 (this “Supplemental Indenture No. 2”), among CIGNA HOLDING COMPANY, a corporation organized and existing under the laws of the State of Delaware (the “Company”), CIGNA CORPORATION, a corporation organized and existing under the laws of the State of Delaware, and the Company’s parent company (“Cigna”) and HSBC BANK USA, National Association (as successor to Marine Midland Bank, N.A.), as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 3Supplemental Indenture • October 11th, 2019 • Cigna Corp • Hospital & medical service plans • New York
THIS SUPPLEMENTAL INDENTURE No. 3, dated as of October 11, 2019 (this “Supplemental Indenture”), among CIGNA CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), Cigna Holding Company, a corporation duly organized and existing under the laws of the State of Delaware (“Cigna”), Express Scripts Holding Company, a corporation duly organized and existing under the laws of the State of Delaware (“Express Scripts” and, together with Cigna, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as trustee and collateral agent (the “Trustee”).
Cigna Corporation Cigna Long-Term Incentive Plan: Restricted Stock Grant AgreementRestricted Stock Grant Agreement • May 7th, 2021 • Cigna Corp • Hospital & medical service plans • Delaware
Cigna Corporation (“Cigna”) has granted you the number of shares of restricted stock of Cigna set forth below in this Restricted Stock Grant Agreement (“Restricted Stock Grant” or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Restricted Stock Grant (“Grant Date”) and the dates on which your Grant is scheduled to vest (“Vesting Dates”) are also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
Cigna Corporation Cigna Long-Term Incentive Plan: Nonqualified Stock Option Grant AgreementNonqualified Stock Option Grant Agreement • May 7th, 2020 • Cigna Corp • Hospital & medical service plans • Delaware
Cigna Corporation (“Cigna”) has granted you the option to purchase the number of shares of Cigna Common Stock set forth below in this Option Grant Agreement (“Option Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Option Grant (“Grant Date”), the dates on which your Option Grant is scheduled to vest (“Vesting Dates”) and the date on which it is scheduled to expire (“Expiration Date”) are also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
364-DAY TERM LOAN CREDIT AGREEMENT Dated as of April 1, 2020 Among CIGNA CORPORATION, THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, THE BANKS NAMED HEREIN and BANK OF AMERICA, N.A., as Administrative Agent BOFA SECURITIES, INC., as Lead Arranger...364-Day Term Loan Credit Agreement • April 3rd, 2020 • Cigna Corp • Hospital & medical service plans • New York
364-DAY TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of April 1, 2020 among CIGNA CORPORATION, a Delaware corporation (together with its successors and assigns, the “Company”), the direct and indirect Subsidiaries of the Company from time to time party to this Agreement, as Guarantors, the financial institutions (together with their respective successors and assigns, each a “Bank” and, collectively, the “Banks”) listed under the heading “Banks” on the signature pages hereof, and BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) as herein provided.
TWENTY-SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • October 11th, 2019 • Cigna Corp • Hospital & medical service plans • New York
THIS TWENTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of October 11, 2019 (this “Twenty-Sixth Supplemental Indenture”), among EXPRESS SCRIPTS HOLDING COMPANY, a corporation organized and existing under the laws of the State of Delaware (the “Company”), CIGNA CORPORATION, a corporation organized and existing under the laws of the State of Delaware, and the Company’s parent Company (“Cigna”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 12Supplemental Indenture • October 11th, 2019 • Cigna Corp • Hospital & medical service plans • New York
THIS SUPPLEMENTAL INDENTURE NO. 12, dated as of October 11, 2019 (this “Supplemental Indenture No. 12”), among CIGNA HOLDING COMPANY, a corporation organized and existing under the laws of the State of Delaware (the “Company”), CIGNA CORPORATION, a corporation organized and existing under the laws of the State of Delaware, and the Company’s parent company (“Cigna”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
Cigna Corporation Cigna Long-Term Incentive Plan: Strategic Performance Share Grant AgreementStrategic Performance Share Grant Agreement • May 7th, 2020 • Cigna Corp • Hospital & medical service plans • Delaware
Cigna Corporation (“Cigna”) has granted you the number of strategic performance shares set forth below in this Strategic Performance Share Grant Agreement (“Strategic Performance Share Grant” or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Strategic Performance Share Grant (“Grant Date”) is also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • October 11th, 2019 • Cigna Corp • Hospital & medical service plans • New York
THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 11, 2019 (this “Seventh Supplemental Indenture”), among MEDCO HEALTH SOLUTIONS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), CIGNA CORPORATION, a corporation organized and existing under the laws of the State of Delaware, and the Company’s parent company (“Cigna”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
CIGNA CORPORATIONCONFIDENTIALITY, NON-COMPETITION ANDNON-SOLICITATION AGREEMENTConfidentiality, Non-Competition and Non-Solicitation Agreement • May 7th, 2020 • Cigna Corp • Hospital & medical service plans
In consideration of Cigna Corporation and/or its affiliates, subsidiaries, successors, assigns, or related companies or entities (collectively the “Company”) employing me, compensating me, providing me with access to Confidential Information, and/or access to the Company's customers and clients and the opportunity to develop and maintain relationships and goodwill with them, and/or other good and valuable consideration, the adequacy, sufficiency and receipt of which is hereby acknowledged, and intending to be legally bound, the undersigned employee (“Employee”) enters into this Confidentiality, Non-Competition and Non-Solicitation Agreement (the “Agreement”). Employee acknowledges and agrees that the provisions of this Agreement are part of and a condition of Employee’s employment with the Company.
AGREEMENT AND RELEASEAgreement and Release • February 28th, 2019 • Cigna Corp • Hospital & medical service plans • Delaware
This Agreement and Release (Agreement) is dated December 21, 2018 (Today), and is between Alan Muney (you), and Cigna Corporation (the Company).
