Obligation Aetna Inc 3.5% ( US00817YAQ17 ) en USD

Aetna Inc

100 % ▲

Etats-unis

US00817YAQ17 ( en USD )

3.5% par an ( paiement semestriel )

14/11/2024 - Obligation échue

Prospectus brochure de l'obligation Aetna Inc US00817YAQ17 en USD 3.5%, échue

2 000 USD

750 000 000 USD

00817YAQ1

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par Aetna Inc ( Etats-unis ) , en USD, avec le code ISIN US00817YAQ17, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2024

L'Obligation émise par Aetna Inc ( Etats-unis ) , en USD, avec le code ISIN US00817YAQ17, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Aetna Inc ( Etats-unis ) , en USD, avec le code ISIN US00817YAQ17, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424(b)5
424B5 1 d811087d424b5.htm 424(B)5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-178272
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Amount to be
Aggregate
Registration
Securities to be Registered

Registered

Offering Price

Fee(1)
3.500% Senior Notes due 2024

$750,000,000

99.581%

87,150.00

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents

PROSPECTUS SUPPLEMENT
November 3, 2014
(To Prospectus Dated December 2, 2011)
$750,000,000

3.500% Senior Notes Due 2024

We are offering $750,000,000 aggregate principal amount of our 3.500% senior notes due 2024 (the "Notes").
The Notes will bear interest at a rate of 3.500% per year and will mature on November 15, 2024. Interest on the Notes is payable on May 15
and November 15 of each year, beginning May 15, 2015. 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 redeem all of our outstanding 6.50% Senior Notes due 2018 (the "2018 Notes") and for
general corporate purposes. See "Use of Proceeds."
The Notes will be unsecured senior 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.

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424(b)5

Per Note

Total

Public Offering Price(1)

99.581%
$746,857,500
Underwriting Discounts and Commissions

0.650%
$
4,875,000
Proceeds to Aetna Inc. (before expenses)

98.931%
$741,982,500

(1)
Plus accrued interest, if any, from November 10, 2014, 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")
for the benefit of its direct and indirect participants, including Euroclear System ("Euroclear") and Clearstream Banking, S.A. ("Clearstream"), to
purchasers on or about November 10, 2014.

Joint Book-Running Managers

Barclays
Citigroup
J.P. Morgan

Wells Fargo Securities

Senior Co-Managers

US Bancorp

BofA Merrill Lynch

Credit Suisse
Goldman, Sachs & Co.

Morgan Stanley

MUFG
RBS

SunTrust Robinson Humphrey

UBS Investment Bank

Co-Managers

BNY Mellon Capital Markets, LLC

Fifth Third Securities
HSBC

PNC Capital Markets LLC
November 3, 2014
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

Summary
S-1
Capitalization
S-5
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424(b)5
Use of Proceeds
S-6
Description of the Notes
S-7
Underwriting
S-15
Validity of the Notes
S-19
ERISA Matters
S-19
United States Federal Tax Matters
S-19
Where You Can Find More Information
S-20
PROSPECTUS

The Company
1
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
16
Description of Warrants
18
Description of Purchase Contracts and Units
18
Certain United States Federal Tax Consequences
19
Plan of Distribution
25
Validity of Securities
26
Independent Registered Public Accounting Firm
26
ERISA Matters
26

i
Table of Contents
In this prospectus supplement and the accompanying prospectus, all references to "Aetna," the "Company," "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."

ii
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, serving people with information and resources to help
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424(b)5
them 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, such as
Accountable Care Solutions. 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.

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
prospectus. For a more detailed description of the Notes, see the discussion under the caption "Description of the Notes" beginning on page S-
7 of this prospectus supplement.

Issuer
Aetna Inc.

Notes Offered
$750,000,000 aggregate principal amount of 3.500% senior notes due 2024 (the
"Notes").

Maturity
The Notes will mature on November 15, 2024.

Interest Payment Dates
May 15 and November 15, beginning May 15, 2015.

Optional Redemption
At any time prior to August 15, 2024 (three 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 the date of
redemption. At any time on or after August 15, 2024 (three 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 the date of redemption.

We are not required to establish a sinking fund to retire 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") 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")
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 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."

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424(b)5
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

S-2
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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 $740.5 million in net proceeds after deducting
underwriting discounts and commissions and estimated offering expenses from this
offering to redeem all of our outstanding 6.50% Senior Notes due 2018 (the "2018
Notes") and for general 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 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 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 "Forward-Looking Information/Risk Factors" beginning on page 46 of
our 2013 Aetna Annual Report, Financial Report to Shareholders (the "2013 Annual
Report"), incorporated by reference in, and filed with the SEC as an exhibit to, our
Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Settlement
We expect that delivery of the Notes will be made against payment therefor on or about
November 10, 2014, which will be the fifth business day following the date of pricing of
the Notes (such settlement cycle being herein referred to as "T+5"). Under Rule 15c6-1
under the Securities Exchange Act of 1934, as amended, trades in the secondary market
generally are required to settle in three business days, unless the parties to any such
trade expressly agree

S-3
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424(b)5
otherwise. Accordingly, purchasers who wish to trade Notes on the date of pricing or the
next succeeding business day will be required, by virtue of the fact that the Notes

initially will settle T+5, to specify an alternate settlement cycle at the time of any such
trade to prevent a failed settlement. Purchasers of Notes who wish to trade Notes on the
date of pricing or the next succeeding business day should consult their own advisor.

S-4
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CAPITALIZATION
The following table shows our capitalization on a consolidated basis as of September 30, 2014 and as adjusted for (i) the sale of
$750,000,000 aggregate principal amount of the Notes and (ii) the redemption of all our outstanding 2018 Notes. See "Use of Proceeds" in this
prospectus supplement.

Actual
As Adjusted

(unaudited)
(unaudited)

(Millions)

Cash and cash equivalents

$ 1,707.1
$
1,856.6

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

Senior notes, 6.125% due 2015 (1)

$
232.1
$
232.1
Commercial paper program

$
75.0
$
75.0
Total short-term debt and current portion of long-term debt

$
307.1
$
307.1
Long term debt:

Senior notes, 3.500% due 2024, offered hereby

--

746.9
Senior notes, 5.95% due 2017

422.3

422.3
Senior notes, 1.75% due 2017

249.1

249.1
Senior notes, 1.5% due 2017

498.5

498.5
Senior notes, 6.50% due 2018

495.1

--
Senior notes, 2.2% due 2019

374.7

374.7
Senior notes, 3.95% due 2020

744.9

744.9
Senior notes, 5.45% due 2021

692.0

692.0
Senior notes, 4.125% due 2021

495.4

495.4
Senior notes, 2.75% due 2022

986.3

986.3
Senior notes, 6.625% due 2036

769.8

769.8
Senior notes, 6.75% due 2037

530.7

530.7
Senior notes, 4.5% due 2042

480.6

480.6
Senior notes, 4.125% due 2042

492.8

492.8
Senior notes, 4.750% due 2044

374.1

374.1

Total long-term debt

$ 7,606.3
$
7,858.1

Shareholders' equity:

Common stock ($.01 par value; 2.6 billion shares authorized and 351.7 million shares issued and
outstanding) and additional paid-in capital

$ 4,501.4
$
4,501.4

Retained earnings

11,150.1
11,150.1
Accumulated other comprehensive loss

(730.3)

(730.3)

Total Aetna shareholders' equity

14,921.2
14,921.2

Total Capitalization

$ 22,834.6
$ 23,086.4

(1)
Our 6.125% Senior Notes due 2015 are due to mature in January 2015.

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Table of Contents
USE OF PROCEEDS
Our net proceeds from this offering are estimated to be approximately $740.5 million after deducting underwriting discounts and
commissions and estimated offering expenses. We intend to use the net proceeds of this offering to redeem all of our outstanding 2018 Notes and
for general corporate purposes, which may include repayment of commercial paper. As of the date of this prospectus supplement, we had
approximately $495.6 million aggregate principal amount of 2018 Notes outstanding. The 2018 Notes bear a fixed interest coupon of 6.50%. The
2018 Notes are due to mature on September 15, 2018. The aggregate amount of the principal, make-whole premium and accrued interest we expect
to pay in connection with the redemption of the 2018 Notes is estimated to be approximately $591 million.
On November 3, 2014, we issued an irrevocable notice of redemption for all outstanding 2018 Notes, at a make-whole redemption price
calculated as set forth in the 2018 Notes, plus accrued and unpaid interest, with a redemption date set for December 3, 2014.

S-6
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 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 November 10, 2014 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 3.500% Senior Notes due November 15, 2024 (the "Notes") unless the context indicates otherwise.
The Indenture, as applicable to the Notes, does not restrict our 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 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 $750,000,000 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 September 30, 2014, we had approximately $983 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
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424(b)5
Each Note will bear interest from November 10, 2014, payable semi-annually on May 15 and November 15 of each year, commencing
May 15, 2015, 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 May 1 or November 1, as the case may be, immediately preceding such May 15 or November 15. The Notes will bear interest at a rate
of 3.500% per year

S-7
Table of Contents
and will mature on November 15, 2024. 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 (as defined in the
Indenture), 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 August 15, 2024 (three months prior to the maturity date of the Notes), the Notes will be redeemable, in whole or in
part, 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 August 15, 2024

(three months prior to the maturity date of the Notes), discounted to 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 the date of redemption.
At any time on or after August 15, 2024 (three months prior to the maturity date of the Notes), the Notes will be redeemable, 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 the date of
redemption.
Certain Definitions
The "Treasury Rate" means, with respect to any redemption date for any portion of the Notes,

·
the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" 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 August
15, 2024 (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.
"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.

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424(b)5
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"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with us.
"Reference Treasury Dealer" means each of Barclays Capital Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities 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 the Trustee, 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 the Trustee 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 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
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 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 the date of repurchase, which shall be no later than 30 days after the third
party's scheduled Change of Control Payment Date.
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;

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·
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

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deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an officer's certificate stating the aggregate
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424(b)5

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; (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; or (3) the first day on which
a majority of the members of Aetna Inc.'s Board of Directors are not Continuing Directors; provided, however, that a transaction will not be
deemed to involve a Change of Control if (A) we become 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 used in Section 13(d)(3) of the
Exchange Act) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company. For purposes of this
definition, "voting stock" means capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to
vote for the election of directors (or persons performing similar functions) of Aetna Inc., even if the right to vote has been suspended by the
happening of such a contingency.

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"Change of Control Triggering Event" means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of Aetna Inc. who (1) was a member of
the Board of Directors of Aetna Inc. on the date of the issuance of the Notes; or (2) was nominated for election or elected to the Board of Directors
of Aetna Inc. with the approval of a majority of the Continuing Directors who were members of such Board of Directors of Aetna Inc. at the time
of such nomination or election (either by specific vote or by approval of Aetna Inc.'s proxy statement in which such member was named as a
nominee for election as a director).
"Fitch" means Fitch Ratings Inc.
"Investment Grade Rating" means a rating by Moody's equal to or higher than Baa3 (or the equivalent under any successor rating category of
Moody's), a rating by S&P equal to or higher than BBB- (or the equivalent under any successor rating category of S&P), a rating by Fitch equal to
or higher than BBB- (or the equivalent under any successor rating category of Fitch), and the equivalent investment grade credit rating from any
replacement rating agency or rating agencies selected by us under the circumstances permitting us to select a replacement agency and in the manner
for selecting a replacement agency, in each case as set forth in the definition of "Rating Agencies."
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