Exhibit 10.24
CONFORMED COPY
AMENDMENT NO. 3
to
STOCK PURCHASE AND ASSET TRANSFER
AGREEMENT
AMENDMENT NO. 3, 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,
and Amendment No. 2, dated as of February 20, 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, pursuant to Section 2.1(b)
of the Agreement, Connecticut General is required to contribute the
Capitalization Amount (as defined in Section 2.1(b)) to CIGNA Life
Insurance Company (“CIGNA Life”); and
WHEREAS, the parties desire to
decrease the Capitalization Amount by $2,300,000 (Two Million Three
Hundred Thousand Dollars).
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
