STOCK PURCHASE AND ASSETTRANSFER 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;

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 promises and covenants set forth herein and in the Agreement, and in reliance upon the representations, warranties, conditions and covenants contained herein and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of Sellers and of Buyer as of the date first above written.

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