Amendment No. 3 to Stock Purchase and Asset Transfer Agreement between CIGNA Entities and Prudential Financial, Inc.

Summary

This amendment, dated February 20, 2004, modifies the Stock Purchase and Asset Transfer Agreement originally made between CIGNA Holdings, Inc., its subsidiaries, and Prudential Financial, Inc. The main change is a reduction of the required capitalization amount that Connecticut General must contribute to CIGNA Life Insurance Company by $2.3 million. All other terms of the original agreement remain unchanged. The amendment is executed by authorized representatives of all parties involved.

EX-10.24 6 dex1024.htm AMENDMENT NO. 3 TO STOCK PURCHASE AND ASSET TRANSFER AGREEMENT IN EXHIBIT 10.21 Amendment No. 3 to Stock Purchase and Asset Transfer Agreement in Exhibit 10.21

Exhibit 10.24

 

CONFORMED COPY

 

AMENDMENT NO. 3

to

STOCK PURCHASE AND ASSET TRANSFER AGREEMENT

 

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”).

 

WHEREAS, pursuant to Section 2.1(b) of the Agreement, Connecticut General is required to contribute the Capitalization Amount (as defined in Section 2.1(b)) to CIGNA Life Insurance Company (“CIGNA Life”); and

 

WHEREAS, the parties desire to decrease the Capitalization Amount by $2,300,000 (Two Million Three Hundred Thousand Dollars).

 

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:

 

1. All capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Agreement.

 

2. The first sentence of Section 2.1(b) of the Agreement is hereby amended and restated as follows:

 

“At the Closing, Connecticut General shall contribute an amount equal to approximately (i) $837,700,000 (Eight Hundred Thirty-Seven Million Seven Hundred Thousand Dollars) plus (ii) the Withheld Capital Loss Amount, plus (iii) the Reserve Adjustment, plus (iv) the IMR Adjustment, plus (v) the Preliminary Remaining Gain if it is a positive number, minus (vi) the absolute value of the


Preliminary Remaining Gain if it is a negative number, minus (vii) CIGNA Life’s surplus, valued in accordance with the Statement of Net Settlement Methods, without giving effect to the transactions contemplated by this Article II, minus (viii) CIGNA Life’s AVR as of immediately prior to giving effect to the transactions contemplated by this Article II, (the aggregate of (i) through (viii), the “Capitalization Amount”).”

 

3. 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.

 

4. Except as hereby amended, the terms and provisions of the Agreement shall remain in full force and effect.

 

 

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

 

 

CIGNA CORPORATION
By:   /s/    MICHAEL W. BELL        
   
    Name:  Michael W. Bell
    Title: Executive Vice President and Chief Financial Officer

 

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

By:   /s/    MARK A. PARSONS        
   
    Name:  Mark A. Parsons
    Title:    Vice President

 

CONNECTICUT GENERAL CORPORATION

By:   /s/    JAMES YABLECKI        
   
    Name:  James Yablecki
    Title:    President

 

CIGNA HOLDINGS, INC.

By:   /s/    JOANNE L. DORAK        
   
    Name:  Joanne L. Dorak
    Title:    President

 

PRUDENTIAL FINANCIAL, INC.

By:   /s/    KENNETH TANJI        
   
    Name:  Kenneth Tanji
    Title:    Vice President

 

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