AMENDMENT NO. 2
to
STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
AMENDMENT NO. 2,
dated as of February 20, 2004 (the “Amendment”), to the
STOCK PURCHASE AND ASSET TRANSFER AGREEMENT, dated as of
November 17, 2003, as amended by Amendment No. 1, dated as of
February 2, 2004 (together with the Schedules thereto, the
“Agreement”), by and among CIGNA Holdings, Inc., a
Delaware corporation (“CIGNA Holdings”), Connecticut
General Corporation, a Connecticut corporation and a wholly owned
subsidiary of CIGNA Holdings (“Connecticut General”),
Connecticut General Life Insurance Company, a specially-chartered
Connecticut corporation and a wholly owned subsidiary of
Connecticut General (“CGLIC”) and CIGNA Corporation, a
Delaware corporation (“CIGNA” and, together with
Connecticut General, CIGNA Holdings and CGLIC,
“Sellers”) and Prudential Financial, Inc., a New Jersey
corporation (“Buyer”).
WHEREAS, the
parties desire to amend the Agreement to reflect certain additional
or modified terms.
NOW, THEREFORE,
in consideration of the foregoing premises and the mutual promises
and covenants set forth herein and in the Agreement, and in
reliance upon the representations, warranties, conditions and
covenants contained herein and in the Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:
|
1.
|
|
All capitalized terms used and not otherwise defined in this
Amendment are used herein as defined in the Agreement, unless
otherwise specified.
|
|
2.
|
|
Schedule 1.1(d) to the Agreement is hereby amended by inserting
as the fourteenth bullet point in the list of operations included
in the Business the following words:
|
|
o
|
|
"Guaranteed Cost Business” means the portion of the
Business consisting of deferred and immediate guaranteed cost
annuities identified below, written directly by CGLIC or assumed
under reinsurance contracts executed before the Effective Date (as
defined in the Guaranteed Cost Coinsurance Agreement):
|
|
o
|
|
Single Premium Annuities
|
|
o
|
|
Guaranteed Contract conversions
|
-1-
|
o
|
|
Life Insurance Company of North America Guaranteed Contracts
|
|
o
|
|
INA Guaranteed Contracts
|
|
o
|
|
CIGNA Life Insurance Company of New York Guaranteed
Contracts
|
|
o
|
|
Maturity Funding Contracts”
|
|
3.
|
|
The Index of Exhibits is hereby amended by inserting the
following words at the end of such index:
|
�
