Stock Purchase and Asset Transfer Agreement Sample Contracts

STOCK PURCHASE AND ASSET TRANSFER AGREEMENT by and among CIGNA CORPORATION, CONNECTICUT GENERAL LIFE INSURANCE COMPANY, CONNECTICUT GENERAL CORPORATION, CIGNA HOLDINGS, INC. and PRUDENTIAL FINANCIAL, INC., dated as of November 17, 2003
Stock Purchase and Asset Transfer Agreement • April 16th, 2004 • Cigna Corp • Hospital & medical service plans • New York

STOCK PURCHASE AND ASSET TRANSFER AGREEMENT, dated as of November 17, 2003 (together with the Schedules hereto, 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”).

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AMENDMENT NO. 3 to STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
Stock Purchase and Asset Transfer Agreement • April 16th, 2004 • Cigna Corp • Hospital & medical service plans

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”).

Sample 1
AMENDMENT NO. 7 to STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
Stock Purchase and Asset Transfer Agreement • April 16th, 2004 • Cigna Corp • Hospital & medical service plans

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 Prud

Sample 1
AMENDMENT NO. 5 to STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
Stock Purchase and Asset Transfer Agreement • April 16th, 2004 • Cigna Corp • Hospital & medical service plans

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”).

Sample 1
AMENDMENT NO. 1 to STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
Stock Purchase and Asset Transfer Agreement • April 16th, 2004 • Cigna Corp • Hospital & medical service plans

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”).

Sample 1
AMENDMENT NO. 2 to STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
Stock Purchase and Asset Transfer Agreement • March 10th, 2004 • Prudential Financial Inc • Life insurance

AMENDMENT NO. 2, dated as of February 20, 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 (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”).

Sample 1
AMENDMENT NO. 3 to STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
Stock Purchase and Asset Transfer Agreement • March 10th, 2004 • Prudential Financial Inc • Life insurance

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, as amended by Amendment No. 1, dated as of February 2, 2004, and Amendment No. 2, dated as of February 20, 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”).

Sample 1
AMENDMENT NO. 4 to STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
Stock Purchase and Asset Transfer Agreement • April 16th, 2004 • Cigna Corp • Hospital & medical service plans

AMENDMENT NO. 4, dated as of March 18, 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, and Amendment No. 3, dated as of February 20, 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”).

Sample 1
AMENDMENT NO. 1 to STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
Stock Purchase and Asset Transfer Agreement • March 10th, 2004 • Prudential Financial Inc • Life insurance

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”).

Sample 1
AMENDMENT NO. 6 to STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
Stock Purchase and Asset Transfer Agreement • April 16th, 2004 • Cigna Corp • Hospital & medical service plans

AMENDMENT NO. 6, dated as of March 29, 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, and Amendment No. 5, dated as of March 25, 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 corporat

Sample 1
AMENDMENT NO. 2 to STOCK PURCHASE AND ASSET TRANSFER AGREEMENT
Stock Purchase and Asset Transfer Agreement • April 16th, 2004 • Cigna Corp • Hospital & medical service plans

AMENDMENT NO. 2, dated as of February 20, 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 (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”).

Sample 1
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