AMENDMENT NO. 5
to
STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
AMENDMENT NO. 5,
dated as of March 25, 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, and Amendment No.
4, dated as of March 18, 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
