Exhibit 10.22
CONFORMED COPY
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
