Bond Aetna 3.875% ( US00817YAZ16 ) in USD

Aetna

75.275 % ▼

United States

US00817YAZ16 ( in USD )

3.875% per year ( payment 2 times a year)

15/08/2047

Prospectus brochure of the bond Aetna US00817YAZ16 en USD 3.875%, maturity 15/08/2047

2 000 USD

1 000 000 000 USD

00817YAZ1

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/08/2024 ( In 19 days )

The Bond issued by Aetna ( United States ) , in USD, with the ISIN code US00817YAZ16, pays a coupon of 3.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/08/2047

The Bond issued by Aetna ( United States ) , in USD, with the ISIN code US00817YAZ16, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Aetna ( United States ) , in USD, with the ISIN code US00817YAZ16, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
424B5 1 d428764d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-200647
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Security

Offering Price
Registration Fee(1)
3.875% Senior Notes due 2047

$1,000,000,000
99.682%

$996,820,000

$115,531.44

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
August 7, 2017
(To Prospectus Dated December 1, 2014)
$1,000,000,000

3.875% Senior Notes Due 2047

We are offering $1,000,000,000 aggregate principal amount of our 3.875% senior notes due 2047 (the "Notes").
The Notes will bear interest at a rate of 3.875% per year and will mature on August 15, 2047. Interest on the Notes is payable on February 15
and August 15 of each year, beginning February 15, 2018. We may redeem the Notes at any time, in whole or in part, at the redemption prices
described in this prospectus supplement.
We intend to use the net proceeds of this offering to repay a portion of our 1.5% Senior Notes due 2017 (the "Fixed Rate 2017 Notes") and
our floating rate Senior Notes due 2017 (the "Floating Rate 2017 Notes" and, together with the Fixed Rate 2017 Notes, the "2017 Notes") and for
general corporate purposes. See "Use of Proceeds."
The Notes will be senior unsecured obligations of our company and will rank equally with all of our other existing and future unsecured and
unsubordinated indebtedness, and will be structurally subordinated to certain indebtedness assumed in connection with our May 2013 acquisition
of Coventry Health Care, Inc. ("Coventry"). See "Description of the Notes."
The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes.

Investing in the Notes involves risks. See "Summary--The Offering--Risk Factors" on page S-3 of this
prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the related prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Per Note

Total

Public Offering Price(1)

99.682%
$996,820,000
Underwriting Discounts and Commissions

0.750%
$
7,500,000
Proceeds to Aetna Inc. (before expenses)

98.932%
$989,320,000

(1)
Plus accrued interest, if any, from August 10, 2017, if settlement occurs after that date.
The Notes will be available for delivery in registered book-entry form only through the facilities of The Depository Trust Company ("DTC")
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Final Prospectus Supplement
for the benefit of its direct and indirect participants, including Euroclear System ("Euroclear") and Clearstream Banking, S.A. ("Clearstream"), to
purchasers on or about August 10, 2017.

Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan

Mizuho Securities

Morgan Stanley

Senior Co-Managers

Barclays

Citigroup

Credit Suisse
Goldman Sachs & Co. LLC

MUFG

PNC Capital Markets LLC
SunTrust Robinson Humphrey

US Bancorp

UBS Investment Bank

Wells Fargo Securities

Co-Managers

BNY Mellon Capital Markets, LLC

Fifth Third Securities

HSBC
August 7, 2017
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement and in the accompanying prospectus or in any free writing prospectus prepared by us or on our behalf or to
which we have referred you. Neither we nor the underwriters take any responsibility for, or provide any assurance as to the reliability of, any other
information that others may give you. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should
rely on this prospectus supplement.
This prospectus supplement and the accompanying prospectus may only be used where it is legal to sell these securities. The information in
this prospectus supplement and the accompanying prospectus may only be accurate as of the date of this prospectus supplement, the accompanying
prospectus or the information incorporated by reference herein or therein, and the information in any free writing prospectus may only be accurate
as of the date of such free writing prospectus. Our business, financial condition, results of operations and/or prospects may have changed since
those dates.
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

About This Prospectus Supplement

ii
Special Note on Forward-Looking Statements

ii
Summary
S-1
Capitalization
S-4
Use of Proceeds
S-5
Description of the Notes
S-6
Underwriting
S-14
Validity of the Notes
S-19
ERISA Matters
S-19
Material United States Federal Income Tax Matters
S-19
Where You Can Find More Information
S-24
PROSPECTUS

The Company
1
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Final Prospectus Supplement
About This Prospectus
1
Where You Can Find More Information
1
Special Note on Forward-Looking Statements and Risk Factors
2
Use of Proceeds
3
Description of Capital Stock
3
Description of Debt Securities
9
Form of Debt Securities
17
Description of Warrants
18
Description of Purchase Contracts and Units
18
Certain United States Federal Tax Consequences
18
Plan of Distribution
24
Validity of Securities
25
Independent Registered Public Accounting Firm
26
ERISA Matters
26

i
Table of Contents
Except for the "Description of the Notes" section of this prospectus supplement, in this prospectus supplement and the accompanying
prospectus, all references to "Aetna," the "Company," the "Issuer," "we," "us" and "our" refer to Aetna Inc. and its consolidated subsidiaries,
unless otherwise indicated or the context otherwise requires. The "underwriters" refers to the financial institutions named on the front cover of this
prospectus supplement.
We are offering the Notes globally for sale in those jurisdictions in the United States, Europe, Asia and elsewhere where it is lawful to make
such offers. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Notes in certain jurisdictions
may be restricted by law. Persons who receive this prospectus supplement and the accompanying prospectus should inform themselves about and
observe any such restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection
with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. See "Underwriting."
ABOUT THIS PROSPECTUS SUPPLEMENT
This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms of this offering and the
Notes offered. The second part, the accompanying prospectus, provides more general information, some of which may not apply to this offering.
This prospectus supplement and the accompanying prospectus also incorporate by reference certain documents that are described under "Where
You Can Find More Information." If the description of the offering varies between this prospectus supplement and the accompanying prospectus,
you should rely on the information in this prospectus supplement.
Before purchasing any Notes, you should carefully read both this prospectus supplement and the accompanying prospectus, together with the
additional information described under the heading "Where You Can Find More Information" in this prospectus supplement.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our
management's beliefs and assumptions and on information available to our management at the time the statements are or were made. Forward-
looking statements include but are not limited to our possible or assumed future results of operations, business strategies, financing plans,
competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition and the effects of
future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of
forward-looking terminology such as the words "anticipate," "believe," "can," "continue," "could," "estimate," "evaluate," "expect," "explore,"
"forecast," "guidance," "intend," "likely," "may," "might," "outlook," "plan," "potential," "predict," "probable," "project," "seek," "should,"
"view," "will" or the negative of these terms or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions. The risk factors discussed in "Item 1A. Risk Factors" in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as updated by our Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2017 and June 30, 2017, and as may be updated in any future filings with the SEC and/or other factors could cause our actual
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Final Prospectus Supplement
results to differ materially from those expressed in forward-looking statements. There may also be other risks that we are unable to predict at the
time a forward-looking statement is made or in the future. Although we believe the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future events, results, levels of

ii
Table of Contents
activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any
of these forward-looking statements. You should not put undue reliance on any forward-looking statements. We do not have any intention or
obligation to update forward-looking statements to reflect new information, future events or risks or the eventual outcome of the facts underlying
the forward-looking statements. New information, future events or risks may cause the forward-looking events we discuss in this prospectus
supplement or the accompanying prospectus not to occur at a time or in a manner that we expect.

iii
Table of Contents
SUMMARY
This summary highlights selected information about Aetna and this offering. It does not contain all of the information that may be
important to you in deciding whether to purchase the Notes. We encourage you to read the entire prospectus supplement, the accompanying
prospectus and the documents that we have filed with the Securities and Exchange Commission (the "SEC") that are incorporated by
reference herein prior to deciding whether to purchase the Notes.
THE COMPANY
We are one of the nation's leading diversified health care benefits companies. We have the information and resources to help our
members, in consultation with their health care professionals, make better informed decisions about their health care. We offer a broad range
of traditional, voluntary and consumer-directed health insurance products and related services, including medical, pharmacy, dental,
behavioral health, group life and disability plans, medical management capabilities, Medicaid health care management services, Medicare
Advantage and Medicare Supplement plans, workers' compensation administrative services and health information technology products and
services. Our customers include employer groups, individuals, college students, part-time and hourly workers, health plans, health care
providers, governmental units, government-sponsored plans, labor groups and expatriates. Our operations are conducted in three business
segments: Health Care, Group Insurance and Large Case Pensions.
Our principal executive offices are located at 151 Farmington Avenue, Hartford, Connecticut 06156, and our telephone number is
(860) 273-0123. Internet users can obtain information about Aetna and its services at http://www.aetna.com. This text is not an active link,
and our website and the information contained on that site, or connected to that site, are not incorporated into this prospectus supplement or
the accompanying prospectus.

S-1
Table of Contents
THE OFFERING
The offering terms of the Notes are summarized below solely for your convenience. This summary is not a complete description of the
Notes. You should read the full text and more specific details contained elsewhere in this prospectus supplement and the accompanying
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Final Prospectus Supplement
prospectus. For a more detailed description of the Notes, see the discussion under the caption "Description of the Notes" beginning on page S-
6 of this prospectus supplement. All capitalized terms not defined in this Summary have the respective meanings specified under the caption
"Description of Notes" beginning on page S-6 hereof.

Issuer
Aetna Inc.

Notes Offered
$1,000,000,000 aggregate principal amount of 3.875% senior notes due 2047 (the
"Notes").

Maturity
The Notes will mature on August 15, 2047.

Interest Payment Dates
February 15 and August 15, beginning February 15, 2018.

Optional Redemption
At any time prior to February 15, 2047 (six months prior to the maturity date of the
Notes), we may redeem the Notes, in whole or in part, at the redemption price described
in this prospectus supplement, plus any interest accrued but not paid to, but excluding,
the date of redemption. At any time on or after February 15, 2047 (six months prior to
the maturity date of the Notes), we may redeem the Notes, in whole or in part, at a
redemption price equal to 100% of the principal amount of the Notes being redeemed,
plus any interest accrued but not paid to, but excluding, the date of redemption.

We are not required to establish a sinking fund to retire, redeem or repay the Notes.

Repurchase Upon a Change of Control
Upon the occurrence of both (1) a Change of Control (as defined in "Description of the
Notes--Repurchase Upon a Change of Control") and (2) a related downgrade of the
rating of the Notes below an investment grade rating by each of the Rating Agencies (as
defined in "Description of the Notes--Repurchase Upon a Change of Control") within a
specified period, we will be required to make an offer to purchase all of the Notes at a
price equal to 101% of the principal amount of the Notes, plus any accrued and unpaid
interest to, but excluding, the date of repurchase. See "Description of the Notes--
Repurchase Upon a Change of Control."

Ranking
The Notes will be our senior unsecured and unsubordinated obligations and will rank
equally with all of our other existing and future unsecured and unsubordinated
indebtedness, and will be structurally subordinated to certain indebtedness assumed in
connection with our May 2013 acquisition of Coventry Health Care, Inc. ("Coventry").
See "Description of the Notes--General."

S-2
Table of Contents
Additional Issuances
In the future we may, without the consent of the holders of the Notes, increase the
aggregate principal amount of Notes offered on the same terms and conditions (except
that the public offering price, issue date and first interest payment date may vary), but if
the additional Notes are not fungible with the originally issued Notes for United States
federal income tax purposes, the additional Notes will have a separate CUSIP number.

Use of Proceeds
We intend to use the estimated $987.6 million in net proceeds after deducting
underwriting discounts and commissions and estimated offering expenses from this
offering to repay a portion of our 1.5% Senior Notes due 2017 (the "Fixed Rate 2017
Notes") and our floating rate Senior Notes due 2017 (the "Floating Rate 2017 Notes"
and, together with the Fixed Rate 2017 Notes, the "2017 Notes") and for general
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Final Prospectus Supplement
corporate purposes. See "Use of Proceeds."

Covenants
The indenture for the Notes limits our ability to consolidate with or merge with or into
any other person (other than in a merger or consolidation in which we are the surviving
person) or sell our property or assets as, or substantially as, an entirety to any person.
This covenant is subject to important qualifications and limitations. See "Description of
Debt Securities--Consolidation, Merger and Sale of Assets" in the accompanying
prospectus.

The indenture for the Notes does not restrict our ability to incur additional indebtedness.
Under the terms of the Notes, the holders of the Notes will not have the benefit of the

covenant in the Base Indenture for the Notes described under "Description of Debt
Securities-- Limitations on Liens on Common Stock of Principal Subsidiaries" in the
accompanying prospectus.

No Cross-Acceleration Event of Default
Under the terms of the Notes, the holders of the Notes will not have the benefit of the
cross-acceleration event of default in the Base Indenture for the Notes described in the
fourth bullet under "Description of Debt Securities--Events of Default and Notice
Thereof" in the accompanying prospectus.

Minimum Denominations
The Notes will be issued and may be transferred only in minimum denominations of
$2,000 and multiples of $1,000 in excess thereof.

Risk Factors
For a discussion of factors you should carefully consider before deciding to purchase
the Notes, see "Item 1A. Risk Factors" beginning on page 15 of our Annual Report on
Form 10-K for the year ended December 31, 2016, on page 50 of our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2017 and on page 54 of our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2017, each incorporated by
reference in this prospectus supplement.

S-3
Table of Contents
CAPITALIZATION
The following table shows our capitalization on a consolidated basis as of June 30, 2017 and as adjusted for (i) the sale of
$1,000,000,000 aggregate principal amount of the Notes and (ii) the use of proceeds of the Notes. See "Use of Proceeds" in this prospectus
supplement.

Actual
As Adjusted

(unaudited)
(unaudited)

(Millions)

Cash and cash equivalents

$
3,574
$
3,562

Short-term debt and current portion of long-term debt:

Senior notes, 1.5% due November 2017

$
500

--
Senior notes, floating rate due December 2017

$
499

--
Senior notes, 1.7% due June 2018

$
998
$
998
Commercial paper program

$
--

--
Total short-term debt and current portion of long-term debt

$
1,997
$
998
Long term debt:

Senior notes, 3.875% due 2047, offered hereby

--

988
Senior notes, 2.2% due March 2019

374

374
Senior notes, 5.45% due June 2021

654

654
Senior notes, 4.125% due June 2021

496

496
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Final Prospectus Supplement
Senior notes, 2.75% due November 2022

987

987
Senior notes, 2.8% due June 2023

1,291

1,291
Senior notes, 3.5% due November 2024

743

743
Senior notes, 6.625% due June 2036

765

765
Senior notes, 6.75% due December 2037

527

527
Senior notes, 4.5% due May 2042

478

478
Senior notes, 4.125% due November 2042

489

489
Senior notes, 4.75% due March 2044

371

371

Total long-term debt

$
7,175
$
8,163

Shareholders' equity:

Common stock and additional paid-in capital(1)

$
4,016
$
4,016

Retained earnings

12,568

12,568
Accumulated other comprehensive loss

(1,180)

(1,180)

Total Aetna shareholders' equity

15,404

15,404

Total Capitalization

$
24,576
$
24,565

(1)
On an actual and as adjusted basis, share information is as follows: $.01 par value; 2.5 billion shares authorized and 332.1 million shares
issued and outstanding.

S-4
Table of Contents
USE OF PROCEEDS
Our net proceeds from this offering are estimated to be approximately $987.6 million after deducting underwriting discounts and
commissions and estimated offering expenses. We intend to use the net proceeds of this offering to repay a portion of our 2017 Notes and for
general corporate purposes.
As of the date of this prospectus supplement, we had $500 million aggregate principal amount of Fixed Rate 2017 Notes outstanding and
$500 million aggregate principal amount of Floating Rate 2017 Notes outstanding. The Fixed Rate 2017 Notes bear a fixed interest coupon of
1.5%. The Floating Rate 2017 Notes bear interest at a floating rate equal to three-month LIBOR plus 0.650%. The interest rate on the Floating
Rate 2017 Notes for the period from June 8, 2017 to September 7, 2017 is 1.869%. The Fixed Rate 2017 Notes and the Floating Rate 2017 Notes
are due to mature on November 15, 2017 and December 8, 2017, respectively.

S-5
Table of Contents
DESCRIPTION OF THE NOTES
The Notes offered by this prospectus supplement consist of a series of "senior debt securities" as described in the accompanying prospectus.
This description supplements the description of the general terms and provisions of the debt securities found in the accompanying prospectus.
References in this description of the Notes to "Aetna," the "Company," the "Issuer," "we," "us" and "our" refer to Aetna Inc.
Capitalized terms used and not otherwise defined below or elsewhere in this prospectus supplement or the accompanying prospectus are used
with the respective meanings given thereto in the Senior Indenture dated as of March 2, 2001 between Aetna Inc. and U.S. Bank National
Association, successor-in-interest to State Street Bank and Trust Company, as Trustee (the "Base Indenture"), as supplemented by the
Supplemental Indenture to be dated as of August 10, 2017 between the Company and the Trustee (the "Supplemental Indenture"). Any reference to
the "Indenture" contained in this prospectus supplement refers to the Base Indenture as supplemented by the Supplemental Indenture (the
"Indenture") unless the context indicates otherwise. Any reference to the "Notes" contained in this prospectus supplement refers to Aetna Inc.'s
3.875% Senior Notes due August 15, 2047 (the "Notes") unless the context indicates otherwise.
The Indenture, as applicable to the Notes, does not restrict our or our subsidiaries' ability to incur additional indebtedness. In addition, under
the terms of the Notes, the holders of the Notes will not have the benefit of the covenant in the Base Indenture described under "Description of
Debt Securities--Limitations on Liens on Common Stock of Principal Subsidiaries" or the cross-acceleration event of default in the Base Indenture
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described in the fourth bullet under "Description of Debt Securities--Events of Default and Notice Thereof," each as described in the
accompanying prospectus.
The Indenture contains a limitation on our ability to consolidate or merge with another person or sell our assets; however, this negative
covenant contains important exceptions. See "Description of Debt Securities--Consolidation, Merger and Sale of Assets" in the accompanying
prospectus.
General
The Notes initially will be limited to $1,000,000,000 aggregate principal amount. In the future, we may, without the consent of the holders of
the Notes, increase such aggregate principal amount, on the same terms and conditions (except that the public offering price, the issue date and the
first interest payment date may vary). The Notes will be our senior unsecured general obligations and will rank equally with all of our other
existing and future unsecured and unsubordinated indebtedness, and will be structurally subordinated to certain indebtedness assumed in
connection with our May 2013 acquisition of Coventry. As of June 30, 2017, we had $600 million aggregate principal amount of such indebtedness
issued by a subsidiary that would rank effectively ahead of the Notes offered hereby.
Principal of, and premium, if any, and interest on the Notes will be payable, and transfers of the Notes will be registrable, at our office or
agency in the Borough of Manhattan, The City of New York. Transfers of the Notes will also be registrable at any of the other offices or agencies
that we may maintain for that purpose. In addition, payment of interest may be made, at our option, by check mailed to the address of the person
entitled thereto as shown on the security register. The Notes will be issued in minimum denominations of $2,000 and multiples of $1,000 in excess
thereof. No service charge will be made for any registration of transfer or exchange of Notes, except for any tax or other governmental charge that
may be imposed in connection therewith.
Interest; Maturity; No Sinking Fund
Each Note will bear interest from August 10, 2017, payable semi-annually on February 15 and August 15 of each year, commencing
February 15, 2018, to the person in whose name such Note is registered, subject to certain exceptions as provided in the Indenture, at the close of
business on February 1 or August 1, as the case may be, immediately preceding such February 15 or August 15. The Notes will bear interest at a
rate of 3.875%

S-6
Table of Contents
per year and will mature on August 15, 2047. The Notes are not subject to any sinking fund provision. Interest on the Notes will be computed on
the basis of a 360-day year comprised of twelve 30-day months. In any case where any interest payment date is not a business day, then payment of
interest may be made on the next succeeding business day without any additional amount being payable in respect of any delay.
Optional Redemption
At any time prior to February 15, 2047 (six months prior to the maturity date of the Notes), the Notes may be redeemed, in whole or in part,
at the option of the Company, at a redemption price equal to the greater of:

· 100% of the principal amount of the Notes being redeemed; or

· the sum of the present value of (i) 100% of the principal amount of the Notes being redeemed and (ii) all required remaining scheduled
interest payments due on the Notes being redeemed, in each case calculated as if the maturity date of the Notes were February 15, 2047

(six months prior to the maturity date of the Notes), discounted to, but excluding, the redemption date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 20 basis points;
plus, in each case, any interest accrued but not paid to, but excluding, the date of redemption.
At any time on or after February 15, 2047 (six months prior to the maturity date of the Notes), the Notes may be redeemed, in whole or in
part, at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus any interest
accrued but not paid to, but excluding, the date of redemption.
Certain Definitions
"Treasury Rate" means, with respect to any redemption date for any portion of the Notes,

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· the yield, under the heading which represents the average for the immediately preceding week, appearing in, or available through, the
most recently published statistical release designated "H.15" or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to

constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after the Remaining Life for the Notes, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be determined, and the Treasury Rate shall be interpolated or extrapolated
from those yields on a straight line basis, rounding to the nearest month), or

· if the release referred to in the previous bullet (or any successor release) is not published during the week preceding the calculation date
or does not contain the yields referred to above, the rate per annum equal to the semi-annual equivalent yield to maturity of the

Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for that redemption date.
The Treasury Rate will be calculated on the third business day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having an actual
or interpolated maturity comparable to the remaining term of the Notes to be redeemed, calculated as if the maturity date of the Notes were
February 15, 2047 (the "Remaining Life") that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of the Notes to be redeemed.

S-7
Table of Contents
"Comparable Treasury Price" means, with respect to any redemption date for any Notes, the average of all Reference Treasury Dealer
Quotations (as defined below) obtained.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Reference Treasury Dealer" means each of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho
Securities USA LLC and Morgan Stanley & Co. LLC. If any Reference Treasury Dealer ceases to be a primary U.S. government securities dealer
in the United States (a "Primary Treasury Dealer"), we will substitute another Primary Treasury Dealer for that dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to us by that Reference Treasury Dealer at 5:00 p.m. on the third business day preceding the redemption date.
Notice; Interest
Notice of any redemption will be mailed at least 15 days but no more than 60 days before the redemption date to each holder of Notes to be
redeemed.
Unless we default in payment of the redemption price, interest will cease to accrue on the Notes or the portions of the Notes called for
redemption on and after the redemption date.
Repurchase Upon a Change of Control
If a Change of Control Triggering Event occurs, unless we have exercised our right to redeem the Notes in full, as described under "Optional
Redemption" above, we will make an offer to each holder of Notes (the "Change of Control Offer") to repurchase any and all (equal to $2,000 or
an integral multiple of $1,000) of such holder's Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes
to be repurchased plus accrued and unpaid interest, if any, thereon, to, but excluding, the date of repurchase (the "Change of Control Payment").
Within 30 days following any Change of Control Triggering Event, we will be required to mail a notice to holders of the Notes describing the
transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the
notice (the "Change of Control Payment Date"), which date will be no less than 30 days and no more than 60 days from the date such notice is
mailed, pursuant to the procedures required by the Notes and described in such notice. We must comply with the requirements of Rule 14e-1 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the
extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the Notes, we will be
required to comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change
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Final Prospectus Supplement
of Control repurchase provisions of the Notes by virtue of such conflicts.
We will not be required to offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event if a third party makes
such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us, and the third party
repurchases on the applicable date all Notes properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes and the
Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by us
to comply with our obligations to offer to purchase the Notes unless we promptly make an offer to repurchase the Notes at 101% of the
outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to, but excluding, the date of repurchase, which shall be no
later than 30 days after the third party's scheduled Change of Control Payment Date.

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On the Change of Control Payment Date, we will be required, to the extent lawful, to:

· accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control

Offer;

· deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of each

Note or portion of a Note properly tendered; and

· deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an officer's certificate stating the aggregate

principal amount of Notes or portions of Notes being purchased.
The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of "all or
substantially all" of the properties or assets of Aetna Inc. and its subsidiaries taken as a whole. Although there is a limited body of case law
interpreting the phrase "substantially all," there is no precise, established definition of the phrase under applicable law. Accordingly, the
applicability of the requirement that we offer to repurchase the Notes as a result of a sale, transfer, conveyance or other disposition of less than all
of the assets of Aetna Inc. and its subsidiaries taken as a whole to another Person (as defined in the Indenture) or group may be uncertain.
For purposes of the foregoing discussion of the applicable Change of Control provisions, the following definitions are applicable:
"Below Investment Grade Rating Event" means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any
date from the earlier of (1) the occurrence of a Change of Control and (2) public notice of our intention to effect a Change of Control, in each case
until the end of the 60-day period following the earlier of (1) the occurrence of a Change of Control and (2) public notice of our intention to effect
a Change of Control; provided, however, that if (i) during such 60-day period one or more Rating Agencies has publicly announced that it is
considering the possible downgrade of the Notes, and (ii) a downgrade by each of the Rating Agencies that has made such an announcement would
result in a Below Investment Grade Rating Event, then such 60-day period shall be extended for such time as the rating of the Notes by any such
Rating Agency remains under publicly announced consideration for possible downgrade to a rating below an Investment Grade Rating and a
downgrade by such Rating Agency to a rating below an Investment Grade Rating could cause a Below Investment Grade Rating Event.
Notwithstanding the foregoing, a rating event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in
respect of a particular Change of Control (and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of
Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not
announce or publicly confirm or inform the Trustee in writing at our or the Trustee's request that the reduction was the result, in whole or in part,
of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable
Change of Control has occurred at the time of the rating event).
"Change of Control" means the occurrence of any of the following: (1) direct or indirect sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Aetna Inc.
and its subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than to Aetna Inc. or one
of its subsidiaries; or (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that
any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than Aetna Inc. or one of its subsidiaries becomes the beneficial
owner, directly or indirectly, of more than 50% of the then outstanding number of shares of Aetna Inc.'s voting stock; provided, however, that a
transaction will not be deemed to involve a Change of Control if (A) Aetna Inc. becomes a wholly owned subsidiary of a holding company and
(B)(x) the holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of
Aetna Inc.'s voting stock immediately prior to that transaction or (y) immediately following that transaction no "person" (as that term is

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Document Outline

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