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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