AMENDMENT NO. 6
to
STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
AMENDMENT NO. 6,
dated as of March 29, 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, Amendment No. 3, dated as of
February 20, 2004, Amendment No. 4, dated as of March 18, 2004, and
Amendment No. 5, dated as of March 25, 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 in order to modify the
Investment Asset Identification Protocol, Schedule 1.1(h) to the
Agreement (the “Protocol”), 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.
|
|
2.
|
|
The fourth sentence of the third paragraph of the Protocol shall
be amended by the addition of the words “average credit
quality,” to read in its entirety as follows:
|
|
|
“The parties agree that, subject to regulatory
considerations, in order to maintain a match with relevant
liabilities, the parties will use their best efforts to ensure that
CIGNA Life receives assets whose Book Value, Market Value, average
credit quality, coupon, yield, maturity and duration are similar to
the portfolio of assets that would have been held by CIGNA Life as
of December 31, 2003, (unless the Closing shall occur on or after
July 15, 2004, in which case March 31, 2004) without regard to any
fine-tuning or exchanging of whole assets or estimation error in
the pro-rata split.”
|
1
|
3.
|
|
The third paragraph of the Protocol shall be further amended by
the addition of the following sentences at the end thereof:
|
|
|
“The parties have determined that, based on a pro rata
split, the duration of the assets in the GC (Guaranteed Cost)
portfolio may not appropriately match the duration of the
liabilities funded by that portfolio because that portfolio has
previously been managed in conjunction with the SAN (Settlement
Annuities) portfolio that will be retained by CGLIC. The parties
may agree to swap portfolio assets between the GC portfolio and SAN
portfolio to improve the duration matching. The parties agree that
the exchange of assets to accomplish this objective will be based
on the Market Value of such assets. All such exchanges will involve
assets that are otherwise suitable for such portfolios and shall be
finalized within ninety (90) days of the Closing. Any derivative
transactions entered into to further reduce the duration gap for
these portfolios will either be entered into under existing
regulatory authorizations or separat
|
