AGREEMENT AND PLAN OF MERGERMerger Agreement • March 6th, 1997 • Cigna Corp • Fire, marine & casualty insurance • New York
CIGNA CORPORATION and FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent Rights Agreement Dated as of July 23, 1997 ________________________________________________________________Rights Agreement • July 23rd, 1997 • Cigna Corp • Fire, marine & casualty insurance • Delaware
Exhibit Index ------------- Exhibit Description ------- ----------- 1 Amendment No. 1, dated as of December 14, 1998, to Amended and Restated Rights Agreement, dated as of July 22, 1998, between CIGNA Corporation and First Chicago Trust Company of New...Rights Agreement • December 14th, 1998 • Cigna Corp • Accident & health insurance
EXHIBIT 1.3 CIGNA Corporation Debt Securities Underwriting Agreement ----------------------Underwriting Agreement • November 25th, 1997 • Cigna Corp • Fire, marine & casualty insurance • New York
1 OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF HEALTHSOURCE, INC. BY CHC ACQUISITION CORP. AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CIGNA CORPORATION AT $21.75 NET PER SHARE ----------------------------------...Offer to Purchase • March 6th, 1997 • Cigna Corp • Fire, marine & casualty insurance
No. W-1 WARRANT TO PURCHASE 1,181,250 Shares of Common Stock WARRANT TO PURCHASE COMMON STOCK OF WARNER INSURANCE SERVICES, INC.Warrant Agreement • March 11th, 1996 • Cigna Corp • Fire, marine & casualty insurance • Delaware
CIGNA CORPORATION and FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent Amended and Restated Rights Agreement Dated as of July 22, 1998 ________________________________________________________________Rights Agreement • July 22nd, 1998 • Cigna Corp • Accident & health insurance • Delaware
WITNESSETH:Tender Agreement • March 6th, 1997 • Cigna Corp • Fire, marine & casualty insurance • New York
Exhibit 10.18 NON-COMPETE AGREEMENT This Non-Compete Agreement ("Agreement") is dated as of December 8, 1997, and is between_____________________________, who resides at ____________________________ ____________________________ ("Executive") and CIGNA...Non-Compete Agreement • March 26th, 1998 • Cigna Corp • Fire, marine & casualty insurance • Pennsylvania
andRights Agreement • February 27th, 2004 • Cigna Corp • Hospital & medical service plans • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • March 11th, 1996 • Cigna Corp • Fire, marine & casualty insurance
Exhibit 4(b) CIGNA CORPORATION ----------------- AMENDMENT NO. 1 TO RIGHTS AGREEMENT ----------------------------------- THIS AMENDMENT No. 1, dated as of December 14, 1998 (the "Amendment"), to the Amended and Restated Rights Agreement, dated as of...Rights Agreement • February 27th, 2004 • Cigna Corp • Hospital & medical service plans
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 27th, 2011 • Cigna Corp • Hospital & medical service plans • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 24, 2011 (this "Agreement"), by and among CIGNA CORPORATION, a Delaware corporation ("Parent"), CIGNA MAGNOLIA CORP., a newly formed Delaware corporation and an indirect, wholly-owned Subsidiary of Parent ("Merger Sub"), and HEALTHSPRING, INC., a Delaware corporation (the "Company").
AGREEMENTSupplemental Pension Agreement • March 7th, 2000 • Cigna Corp • Hospital & medical service plans • Connecticut
1 2 (B) The termination is a Termination Upon a Change of Control as described in subparagraph 1.10(ii) of the Executive Severance Plan.Special Retention Agreement • March 29th, 1996 • Cigna Corp • Fire, marine & casualty insurance • Pennsylvania
900,000,000 3.250% Senior Notes due 2025 Underwriting AgreementUnderwriting Agreement • March 12th, 2015 • Cigna Corp • Hospital & medical service plans • New York
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 amounts of its 3.250% Senior Notes due 2025 (the “Notes”) listed in Schedule I to be issued pursuant to the Indenture, dated as of August 16, 2006, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as amended by Supplemental Indenture No. 3 thereto, dated as of March 7, 2008 (as amended, the “Base Indenture”), and Supplemental Indenture No. 9 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.
(Dollars in millions, except per share amounts) 1998 1997 1996 1995 1994 ------ ------------------------------------------------------------------------------- --------------------------------------------- Revenues: Premiums and fees and other...Financial Highlights • March 26th, 1999 • Cigna Corp • Accident & health insurance
Operating income (loss) by segment for years 1994-1997 has been restated to reflect the adoption of Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information." For more information regarding the effect of adopting accounting pronouncements, see the Notes to Financial Statements.
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 13th, 2018 • Cigna Corp • Hospital & medical service plans • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 8, 2018 (this "Agreement"), is by and among CIGNA CORPORATION, a Delaware corporation ("Parent"), EXPRESS SCRIPTS HOLDING COMPANY, a Delaware corporation (the "Company"), HALFMOON PARENT, INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent ("Holdco"), HALFMOON I, INC., a Delaware corporation and a direct wholly owned Subsidiary of Holdco ("Merger Sub 1"), HALFMOON II, INC., a Delaware corporation and a direct wholly owned Subsidiary of Holdco ("Merger Sub 2" and together with Merger Sub 1, the "Merger Subs").
REVOLVING CREDIT AND LETTER OF CREDIT AGREEMENT Dated as of April 6, 2018 Among CIGNA CORPORATION, HALFMOON PARENT, INC., THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, THE BANKS NAMED HEREIN, and JPMORGAN CHASE BANK, N.A., as Administrative Agent...Revolving Credit and Letter of Credit Agreement • April 12th, 2018 • Cigna Corp • Hospital & medical service plans • New York
REVOLVING CREDIT AND LETTER OF CREDIT AGREEMENT dated as of April 6, 2018 among CIGNA CORPORATION, a Delaware corporation (together with its successors and assigns, "Cigna"), HALFMOON PARENT, INC., a Delaware corporation (together with its successors and assigns, "Holdco"), 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.
Exhibit 10.3 SPECIAL INCENTIVE AGREEMENT This Special Incentive Agreement ("Agreement") is dated as of March 17, 1998, and is between Donald M. Levinson, who resides at________________________ ("Executive") and CIGNA Corporation, 1650 Market Street,...Special Incentive Agreement • May 8th, 1998 • Cigna Corp • Fire, marine & casualty insurance • Pennsylvania
Cigna Corporation Cigna Long-Term Incentive Plan: Strategic Performance Share Grant AgreementStrategic Performance Share Grant Agreement • May 3rd, 2018 • 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. 9Supplemental Indenture • March 26th, 2015 • Cigna Corp • Hospital & medical service plans • New York
THIS SUPPLEMENTAL INDENTURE NO. 9, dated as of March 20, 2015 (the “Supplemental Indenture No. 9”), between CIGNA CORPORATION, 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 (the “Trustee”).
HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees)Restricted Share Award Agreement • May 2nd, 2013 • Cigna Corp • Hospital & medical service plans • Delaware
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 20__ (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and _____________, (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthSpring, Inc. Amended and Restated 2006 Equity Incentive Plan (the “Plan”).
Cigna Corporation Cigna Long-Term Incentive Plan: Restricted Stock Grant AgreementRestricted Stock Grant Agreement • May 3rd, 2018 • 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 date on which your Grant is scheduled to vest (“Vesting 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: Nonqualified Stock Option Grant AgreementNonqualified Stock Option Grant Agreement • May 3rd, 2018 • 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.
AGREEMENT AND RELEASEAgreement and Release • May 3rd, 2011 • Cigna Corp • Hospital & medical service plans • Pennsylvania
This Agreement and Release (Agreement) is dated April 27, 2011 (Today), and is between Carol Ann Petren, [Address] (you), and CIGNA Corporation, a Delaware corporation (the Company).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • December 20th, 2018 • Cigna Holding Co • 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 • October 18th, 2017 • Cigna Corp • Hospital & medical service plans • Pennsylvania
This Agreement and Release (Agreement) is dated October 9, 2017 (Today), and is between Matthew G. Manders (you), and Cigna Health and Life Insurance Company, a Connecticut corporation (the Company).
Cigna Corporation Cigna Stock Unit Plan: Restricted Stock Unit Grant AgreementRestricted Stock Unit Grant Agreement • May 3rd, 2018 • Cigna Corp • Hospital & medical service plans
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 date on which your Grant is scheduled to vest (“Vesting Date”) are also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
2- 3 Release") in the form annexed hereto as Exhibit D and the CWP Assignment Agreement (the "CWP Assignment") in the form annexed hereto as Exhibit E.Restructuring Agreement • March 11th, 1996 • Cigna Corp • Fire, marine & casualty insurance • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2018 • Cigna Corp • Hospital & medical service plans • New York
This REGISTRATION RIGHTS AGREEMENT dated September 17, 2018 (this "Agreement") is entered into by and among Halfmoon Parent, Inc., a Delaware corporation (the "Company"), and, upon execution of the joinder agreement referred to below, Cigna Corporation, a Delaware corporation ("Cigna"), and Express Scripts Holding Company, a Delaware corporation ("Express Scripts" and collectively with Cigna, the "Guarantors"), and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives (collectively, the "Representatives") of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the "Initial Purchasers"). The agreements of each of Cigna and Express Scripts under this Agreement shall not become effective until the execution concurrently with the closing of the Acquisition (as defined below) by each of Cigna and Express Scripts of a joinder agreement to this Agreement,
ADDITIONAL GUARANTOR SUPPLEMENTAdditional Guarantor Supplement • December 20th, 2018 • Cigna Holding Co • 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”).
AGREEMENT AND PLAN OF MERGER DATED AS OF July 23, 2015 AMONG ANTHEM, INC., ANTHEM MERGER SUB CORP. AND CIGNA CORPORATIONMerger Agreement • July 27th, 2015 • Cigna Corp • Hospital & medical service plans • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 23, 2015 (this “Agreement”), among ANTHEM, INC., an Indiana corporation (“Anthem”), ANTHEM MERGER SUB CORP., a Delaware corporation and a direct wholly owned subsidiary of Anthem (“Merger Sub”) and CIGNA CORPORATION, a Delaware corporation (“Cigna”).
SPECIAL INCENTIVE AGREEMENTSpecial Incentive Agreement • February 28th, 2003 • Cigna Corp • Hospital & medical service plans • Pennsylvania
This Special Incentive Agreement (“Agreement”) is dated as of March 17, 1998 and is between James G. Stewart, who resides at ______________, _____________ (“Executive”) and CIGNA Corporation, 1650 Market Street, Philadelphia, Pennsylvania, 19192, a Delaware corporation (“CIGNA”).
ADDITIONAL GUARANTOR SUPPLEMENTAdditional Guarantor Supplement • December 20th, 2018 • Cigna Holding Co • 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”).
