Amendment No. 1 to Stock Purchase and Asset Transfer Agreement in Exhibit 10.21



 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: 
  

	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. 








 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. 
  
  

			
	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/    DAVID M. CORDON        
	 	 	

	 	 	Name:  David M. Cordon
	 	 	Title:    
	
	  
 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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