AMENDMENT NO. 4
to
STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
AMENDMENT NO. 4,
dated as of March 18, 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, Amendment No. 2, dated as of February 20, 2004,
and Amendment No. 3, 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, 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:
