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 (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, the receipt and sufficiency of which is
hereby a
