AMENDMENT NO. 7
to
STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
AMENDMENT NO. 7,
dated as of March 31, 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,
Amendment No. 5, dated as of March 25, 2004, and Amendment No. 6,
dated as of March 29, 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").
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
