AMENDMENT NO. 1 to STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
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;
1. | All capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Agreement. |
2. | On or before February 1, 2004, Sellers agree to contribute $3,000,000 (Three Million Dollars) in cash as a capital contribution to CIGNA Bank. |
3. | Effective on the date of consummation of the capital contribution contemplated by paragraph 2 and provided no dividend is declared by CIGNA Bank prior to closing, the dollar amount in clause (i) of the first sentence of Section 2.6(a) is hereby amended and restated to be “$ 2,103,000,000 (Two Billion One Hundred Three Million Dollars).” |
4. | This Amendment may be executed in counterparts of like form, each of which, when executed, shall be deemed together an original and all of which taken together shall constitute one and the same instrument. |
5. | Except as hereby amended, the terms and provisions of the Agreement shall remain in full force and effect. |
CIGNA CORPORATION | ||
By: | /s/ XXXXXXX X. XXXX | |
Name: Xxxxxxx X. Xxxx | ||
Title: Executive Vice President and Chief Financial Officer | ||
CONNECTICUT GENERAL LIFE INSURANCE COMPANY | ||
By: | /s/ XXXXX X. XXXXXX | |
Name: Xxxxx X. Xxxxxx | ||
Title: | ||
CONNECTICUT GENERAL CORPORATION | ||
By: | /s/ XXXXX XXXXXXXX | |
Name: Xxxxx Xxxxxxxx | ||
Title: President | ||
CIGNA HOLDINGS, INC. | ||
By: | /s/ XXXXXX X. XXXXX | |
Name: Xxxxxx X. Xxxxx | ||
Title: President | ||
PRUDENTIAL FINANCIAL, INC. | ||
By: | /s/ XXXXXXX XXXXX | |
Name: Xxxxxxx Xxxxx | ||
Title: Vice President |
2