AMENDMENT NO. 1
to
STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
AMENDMENT NO. 1,
dated as of February 2, 2004 (the “Amendment”), to the
STOCK PURCHASE AND ASSET TRANSFER AGREEMENT, dated as of
November 17, 2003 (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
Agreement contemplates that CIGNA Bank will merge with and into
Prudential Bank;
WHEREAS, prior
to the Closing, Sellers intend to make a capital contribution to
CIGNA Bank in the amount of $3,000,000 (Three Million Dollars) (the
“Bank Capital Contribution”);
WHEREAS, in
consideration of the increase to CIGNA Bank’s capital
resulting from the Bank Capital Contribution, the parties agree
that the Purchase Price shall be increased by the amount of such
contribution;
NOW, THEREFORE,
in consideration of the foregoing premises and the mutual promises
and covenants set forth he
