AETNA INC. INCENTIVE SAVINGS PLAN

Equity Incentive Plan Agreement

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AETNA INC /PA/ | Aetna Services, Inc. | Mellon Bank, N.A.

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Title: AETNA INC. INCENTIVE SAVINGS PLAN
Governing Law: Connecticut Date: 5/4/2005
Industry: Insurance (Accident and Health) Sector: Financial

Exhibit 4.4

AETNA INC.
INCENTIVE SAVINGS PLAN

(1)	Amended and restated effective January 1, 2002, except to the extent the applicable laws named below or the plan amendments incorporated herein and referenced below provide for an earlier effective date, in which case such earlier date or dates shall apply.

(2)

This document restates the Aetna Services, Inc. Incentive Savings Plan Document signed December 22, 1998, by incorporating the 1999-1 ^st Amendment; the 1999-2 ^nd Amendment; the 1999-3 ^rd Amendment; the 1999-4 ^th Amendment; the 2000-1 ^st Amendment; the 2000-2 ^nd Amendment; the 2000-3 ^rd Amendment; the 2000-4 ^th Amendment; the 2000-5 ^th Amendment; the 2001-1 ^st Amendment; the 2001-2 ^nd Amendment; the 2001-3 ^rd Amendment; the 2001-4 ^th Amendment; and the applicable requirements of the Uruguay Round Agreements Act (“GATT”), Uniformed Services Employment and Reemployment Rights Act of 1994, Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the Internal Revenue Service Restructuring and Reform Act of 1998, and the Community Renewal Tax Relief Act of 2000.

AETNA SERVICES, INC.
INCENTIVE SAVINGS PLAN

THIS AGREEMENT, made and entered into this 22nd day of February, 2002, by and between Aetna Services, Inc., a corporation organized and existing under the laws of the State of Connecticut, with its principal office at 151 Farmington Ave., Hartford, CT 06156 (the “Company”), and Mellon Bank, N.A., a national banking association, as trustee of the trust created herein (hereinafter referred to as the “Trustee”).

WITNESSETH:

WHEREAS, the Company heretofore established an Incentive Savings Plan for Employees to provide retirement benefits to its Eligible Employees; and

WHEREAS, under the terms of the Plan, the Company has the ability to amend the Plan; and

WHEREAS, it is the intention of the Company that such Plan and its Trust continue to meet the requirements of Section 401(a) and Section 501(a) of the Internal Revenue Code;

NOW, THEREFORE

Effective January 1, 2002, except as otherwise provided herein, the Plan is hereby amended and restated in its entirety to provide as follows:

The Plan and Trust created in accordance with the terms hereof shall be formally known as the Aetna Inc. Incentive Savings Plan.

PREFACE

The initial effective date of the Plan is September 1, 1972. The Plan was amended in its entirety, effective as of September 1, 1976, January 1, 1989, and January 1, 1999. The Plan as in effect on January 1, 1999 was amended periodically since such date and until the Effective Date hereof to comply with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Internal Revenue Code of 1986, as amended (the “Code”), and other applicable laws, and to make other desired benefit changes.

This amended and restated Plan is effective January 1, 2002, except where specific reference is made herein to a different effective date, or where any of the laws described above and listed on the cover page provides for an earlier effective date, in which case such earlier date or dates shall apply.

TABLE OF CONTENTS


ARTICLE I - DEFINITIONS			1
	1.1	“Account”	1
	1.2	“Account Value”	1
	1.3	“Active Participant”	1
	1.4	“Actual Contribution Percentage”	1
	1.5	“Actual Deferral Percentage”	1
	1.6	“Adjusted”	2
	1.7	“Affiliate”	2
	1.8	“Annuity Starting Date”	2
	1.9	“Authorized Leave of Absence”	3
	1.10	“Beneficiary”	3
	1.11	“Benefit Finance Committee”	3
	1.12	“Change in Control”	3
	1.13	“Code”	4
	1.14	“Company”	4
	1.15	“Compensation Deferral Agreement”	4
	1.16	“Deferral Account”	4
	1.17	“Deferral Contributions”	4
	1.18	“Deferral Contribution Rate”	4
	1.19	“Designated Pru-Care Employee”	4
	1.20	“Disability”	4
	1.21	“Discretionary Contributions”	5
	1.22	“Discretionary Contribution Account”	5
	1.23	“Earnings or Profits”	5
	1.24	“Effective Date”	5
	1.25	“Eligible Employee”	5
	1.26	“Employee”	5
	1.27	“Employer”	5
	1.28	“Employment Commencement Date”	5
	1.29A	“Financial Services/International Employee”	6
	1.29B	“Financial Services/International Transition Employee”	6


1.30	“Fiscal Year”	6
1.31	“Group Annuity Contract”	6
1.32	“Highly Compensated Employee”	6
1.33	“Hour of Service”	6
1.34	“Incentive Contributions”	8
1.35	“Incentive Contribution Account”	8
1.36	“ING Employee Benefits Agreement”	8
1.37	“Insurer”	8
1.38	“Investment Fund”	8
1.39	“Limitation Year”	8
1.40	“Matched Deferral Contribution”	8
1.41	“Money Purchase Account”	8
1.42	“Net Income”	8
1.43	“Nonhighly Compensated Employee”	8
1.44	“Normal Retirement Age”	8
1.45	“Normal Retirement Date”	8
1.46	“Participant”	8
1.47	“Participating Company”	9
1.48	“Pay”	9
1.49	“Performace-Based Contributions”	10
1.50	“Performace-Based Contribution Account”	10
1.51	“Performace-Based Eligible Participant”	10
1.52	“Period of Severance”	10
1.53	“Plan”	10
1.54	“Plan Administrator”	11
1.55	“Plan Year”	11
1.56	“Prior Plan”	11
1.57	“Prudential”	11
1.58	“Restatement Date”	11
1.59	“Rollover Account”	11
1.60	“Rollover Contributions”	11
1.61	“Section 414 Compensation”	11


	1.62	“Spouse”	11
	1.63	“Stable Value Option”	12
	1.64	“Stock”	12
	1.65	“Stock Account”	12
	1.66	“Termination from Service”	12
	1.67	“Termination from Service Date”	12
	1.68	“Transferred Employee”	12
	1.69	“Trust”	12
	1.70	“Trustee”	12
	1.71	“Trust Fund”	12
	1.72	“Unallocated Contribution Account”	12
	1.73	“Unmatched Deferral Contributions”	12
	1.74	“Valuation Date”	13
	1.75	“Vesting Service”	13
	1.76	“Voluntary Contributions”	14
	1.77	“Voluntary Contribution Account”	14

ARTICLE II - PARTICIPATION IN THE PLAN			15
	2.1	Current Participants	15
	2.2	Other Eligible Employees	15
	2.3	Reemployment	15

ARTICLE III - CONTRIBUTIONS			16
	3.1	Rate of Deferral Contributions	16
	3.1A	Automatic Deferral Contributions	16
	3.2	When Deferral Contributions are Made	16
	3.3	Changes in Deferral Contribution Rate	16
	3.4	Discontinuance and Resumption of Deferral Contributions	17
	3.5	Special Limitation on Deferral Contributions	17
	3.6	Incentive Contributions	22
	3.7	Time and Form of Incentive Contributions	28
	3.8	Rollover Contributions	28

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	3.9	Voluntary Contributions	30
	3.10	When Voluntary Contributions are Made	30
	3.11	Changes in Voluntary Contribution Rate	30
	3.12	Discontinuance of Voluntary Contributions	30
	3.13	Performance-Based Contributions	31
	3.13A	Time and Form of Performance-Based Contribution	31
	3.14	Transfer to Trust Fund	31

ARTICLE IV - LIMITATIONS ON CONTRIBUTIONS			32
	4.1	Return of Contributions	32
	4.2	Maximum Annual Addition	32
	4.3	Combined Limits	33
	4.4	Determination of Amount and Transmittal of Contributions	34

ARTICLE V - INVESTMENTS			35
	5.1	Receipt of Contributions	35
	5.2	Investment of Accounts	35
	5.3	Initial Investment in Funds	35
	5.4	Change of Investment Fund	35
	5.5	Trustee May Hold and Distribute Cash	36
	5.6	Purchase of Stock; the Stock Account	36
	5.7	Change of Investment Funds and Notice Requirements	37
	5.8	Contractual Income and Settlement	37

ARTICLE VI - ACCOUNTS AND ALLOCATIONS			39
	6.1	Unallocated Contribution Account	39
	6.2	Allocation of Investment Earnings	39
	6.3	Determination of Value	39

ARTICLE VII - VESTING			40
	7.1	Accounts Other Than Incentive Contribution and Performance-Based Contribution Accounts	40


	7.2	Incentive Contribution Account - Participants on December 31, 1998	40
	7.3	Incentive Contribution Account - Participants after December 31, 1998	40
	7.3A	Incentive Contribution Account - Financial Services/International Employees	41
	7.3B	Incentive Contribution Account - Financial Services/International Transition Employees	41
	7.4	Performance-Based Contribution Account	41
	7.5	Occurrence of Forfeitures	41
	7.6	Forfeitures Used for Contributions	42

ARTICLE VIII - DISTRIBUTION TO PARTICIPANTS			43
	8.1	Time of Distribution	43
	8.2	Distribution Upon Participant’s Termination From Service for Reasons Other Than Death or Disability	45
	8.3	Distribution Upon Death of Participant Following Commencement of Benefits	45
	8.4	Distribution Upon Disability of Participant	46
	8.5	Forms of Distribution	46
	8.6	Election of Form of Distribution	47
	8.7	Spousal Consent Requirements	48
	8.8	Annuity Nontransferable	49
	8.9	Distribution Where No Election by Participant	49
	8.10	Limit on Distribution of Deferral Accounts	49
	8.11	Small Account Values; Lump Sum Cash-Out	50
	8.12	Procedure for Missing Participants or Beneficiaries	50

ARTICLE IX - WITHDRAWALS AND LOANS			52
	9.1	Withdrawals from Voluntary Contribution and Rollover Accounts	52
	9.2	Withdrawals from Deferral and Incentive Contribution Accounts	52
	9.2A	Withdrawals from Performance-Based Contribution Accounts	52
	9.3	Hardship Withdrawals	52
	9.4	Timing of Withdrawals	54
	9.5	Distribution of Amounts Withdrawn	54


	9.6	Consent to Withdrawals	54
	9.7	Loans to Participants	54
	9.7A	Loans - Financial Services/International Employees	59

ARTICLE X - PAYMENT OF DEATH BENEFITS			60
	10.1	Source of Death Benefits	60
	10.2	Determinations of Values and Cash-Outs	60
	10.3	Death Benefit Attributable to Accounts Other Than Money Purchase Account	60
	10.4	Death Benefit Attributable to Money Purchase Account	61
	10.5	Proof of Death	63
	10.6	Limitation of Payments	63
	10.7	Deaths Occurring On or After July 30, 2001	64

ARTICLE XI - TERMINATION OF PLAN			65
	11.1	Company’s Right to Terminate	65
	11.2	Effect on Employer and Trustee	65
	11.3	Effect on Participants	65
	11.4	Termination of Participation By a Participating Company	65

ARTICLE XII - AMENDMENT OF THE PLAN			66
	12.1	Procedure for Amendment	66
	12.2	Restrictions	66
	12.3	Change in Control	67

ARTICLE XIII - MANAGEMENT OF THE PLAN			68
	13.1	Allocation of Responsibility	68
	13.2	Powers and Duties of the Plan Administrator	68
	13.3	Notices and Elections of Participants	70
	13.4	Accounts and Records	71
	13.5	Compliance with Applicable Law	71
	13.6	Liability	71


	13.7	Indemnification	72
	13.8	Authorization of Payments	72
	13.9	Notices to Trustee	72

ARTICLE XIV - TRUSTEE			73
	14.1	Accounting	73
	14.2	Trustee’s Responsibilities Limited	73
	14.3	Information and Receipts	74
	14.4	Administrative Services	74
	14.5	Expenses	74
	14.6	Compensation of Trustee	75
	14.7	Resignation or Removal of Trustee	75
	14.8	Voting or Tender of Stock	76
	14.8A	Voting With Respect to Investment Funds Other Than the Stock Account	77
	14.9	Indemnification by Employer	78
	14.10	Legal Action by Trustee	78
	14.11	Acceptance of Trustee	78
	14.12	Powers of Trustee	78
	14.13	Maintenance of Indicia of Ownership	80
	14.14	Form of Communications	80
	14.15	Insurance Contracts	80

ARTICLE XV - CLAIMS PROCEDURES AND CERTAIN RESTRICTIONS			82
	15.1	Claims Procedure	82
	15.2	Assignment and Alienation Prohibited	82
	15.3	Distribution Pursuant to a Qualified Domestic Relations Order	82
	15.4	Distribution Pursuant to a Judgment, Order or Decree	85

ARTICLE XVI - ADOPTION OF PLAN BY AFFILIATE			87
	16.1	Purpose of Article	87
	16.2	Adoption by Affiliate	87
	16.3	Participation in the Plan	87

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	16.4	Termination by a Participating Company; Ceasing to be an Affiliate	88
	16.5	Participating Company Plan Expenses	88
	16.6	Company as Agent	89
	16.7	Transferred Employees	89
	16.8	Contributions to Trust Fund	89
	16.9	Common Procedures and Rules	89
	16.10	Contributions by Participating Employer	89

ARTICLE XVII - PROVISIONS RELATING TO TOP-HEAVY PLAN			90
	17.1	Applicability	90
	17.2	Definitions	90
	17.3	Minimum Benefit	95
	17.4	Section 415 Adjustments	95

ARTICLE XVIII - MISCELLANEOUS			96
	18.1	Benefits Solely From Trust Fund	96
	18.2	Liability for Benefits, Contributions and Expenses	96
	18.3	Rights of Employees	96
	18.4	Taxes and Fees	96
	18.5	Direct Rollovers	97
	18.6	Merger, Consolidation, or Transfer	98
	18.6A	Transfers to ING Plan	98
	18.7	Applicable State Law	98
	18.8	Section 16 of the Exchange Act	98
	18.9	Manner of Communications	99
	18.10	Qualified Military Service	99
		Attachment I - Acquired Employers - Vesting Service Credit	102
		Attachment II - Participating Companies	103
		Exhibit A - Qualified Domestic Relations Orders Procedures	104

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ARTICLE I - DEFINITIONS

1.1 “ Account ” means the total of the subaccounts maintained by the Plan Administrator to record the interest of a Participant in the Plan, including the Deferral Account, the Incentive Contribution Account, the Performance-Based Contribution Account, the Voluntary Contribution Account, the Rollover Account, the Discretionary Contribution Account and the Money Purchase Account.

1.2 “Account Value” means the fair market value or book value of any Account on the date assets are required to be valued.

1.3 “Active Participant” means a Participant who is an Eligible Employee and who has not yet incurred a Termination from Service Date.

1.4 “Actual Contribution Percentage” for a specified group of Active Participants for a Plan Year shall be the average of the Contribution Percentage of each Active Participant in such group, where such Contribution Percentage shall be equal to the ratio of:

	(a) (i)	the Incentive Contributions and Voluntary Contributions, and

	(ii)	any Deferral Contributions and Discretionary Contributions made pursuant to Section 3.6(d), which are treated as Incentive Contributions for purposes of the Actual Contribution Percentage test,


		contributed to the Plan on behalf of the Active Participant for such Plan Year; to

	(b)	the Active Participant’s Section 414 Compensation for such Plan Year. If the Plan Administrator deems it desirable, all Contribution Percentages may be calculated by taking into account Section 414 Compensation only for that portion of the Plan Year during which the individual was an Active Participant.

1.5 “Actual Deferral Percentage for a specified group of Active Participants for a Plan Year shall be the average of the Deferral Percentage of each Active Participant in such group, where such Deferral Percentage shall be equal to the ratio of:

	(a) (i)	the Deferral Contributions, and

	(ii)	any Incentive Contributions and Discretionary Contributions made pursuant to Section 3.5(b), which are treated as Deferral Contributions for purposes of the Actual Deferral Percentage test,

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		contributed to the Plan on behalf of the Active Participant for such Plan Year; to

	(b)	the Active Participant’s Section 414 Compensation for such Plan Year. If the Plan Administrator deems it desirable, all Deferral Percentages may be calculated by taking into account Section 414 Compensation only for that portion of the Plan Year during which the individual was an Active Participant.

1.6 “Adjusted” means the cost of living adjustment factor prescribed by the Secretary of the Treasury under Section 415(d) of the Code or otherwise, as applied to such items and in such manner as such Secretary shall provide. The amounts set forth for the application of adjustments are the amounts prescribed by law as subject to adjustment and shall be adjusted from the date as prescribed by applicable law. With respect to a Short Plan Year, items under the Plan that are subject to adjustment shall be multiplied by a fraction, the numerator of which is the number of months in the Short Plan Year and the denominator of which is twelve (12).

1.7 “Affiliate” means any entity affiliated with the Company or a Participating Company within the meaning of Section 414(b) of the Code with respect to controlled groups of corporations (within the meaning of Section 1563(a) of the Code, determined, however, without regard to Sections 1563(a)(4) and (e)(3)(C) of the Code), Section 414(c) of the Code with respect to trades or businesses (whether or not incorporated) under common control with the Company or a Participating Company, Section 414(m) of the Code with respect to affiliated service groups, and any other entity required to be aggregated with the Company or a Participating Company pursuant to regulations under Section 414(o) of the Code; provided, however, that for purposes of applying the provisions of Section 4.3 with respect to the limitations on contributions, the rule of Section 415(h) of the Code shall apply to determine which entities are required to be aggregated with the Company or a Participating Company under Section 414(b) or (c) of the Code. No entity shall be treated as an Affiliate for any period during which it is not part of the controlled group, under common control or otherwise required to be aggregated under Section 414 of the Code.

For this purpose, an affiliated service group is (a) a group consisting of an entity whose principal business is the performance of medical, legal, accounting or other services and any other entity that regularly performs services for or with the first organization or other organizations in the group, ( e.g. , a health maintenance organization and a professional corporation employing physicians who perform medical services for or with the health maintenance organization), or (b) a group consisting of an entity whose principal business is the performance of management functions for other entities and the entities who are so managed and related entities, provided, in each case, that the common owne rship requirements and other conditions of Section 414(m) of the Code and regulations thereunder are met.

1.8 “Annuity Starting Date” means the Valuation Date as of which benefits are calculated for purposes of payment, i.e. , the first day of the first month for which an amount is

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payable as an annuity or, in the case of another form of benefit, the date on which all events have occurred that entitle the Participant to such benefit, and not the actual payment date.

1.9 “Authorized Leave of Absence” means any absence authorized in writing by the Employer under its nondiscriminatory personnel practices, provided further that the Participant returns to employment within the period specified in the written instrument which authorizes the leave of absence.

1.10 “Beneficiary” means any person or persons or fiduciary designated by a Participant, or for a Participant in accordance with the terms hereof, to receive any benefits payable by reason of the death of a Participant, subject to applicable laws. Such designation shall be made by executing and delivering to the Employer written notice thereof in such form as may be prescribed by the Employer at any time prior to the Participant’s death, and may be revoked or changed by subsequent written notices delivered to the Employer form time to time prior to the Participant’s death. If the Participant shall have failed to make such a designation, or if no designated Beneficiaries shall survive the Participant, then the Beneficiary shall be (i) the Participant’s Spouse, or (ii) if no Spouse survives the Participant, the Participant’s children, or (iii) if neither a Spouse nor any children survive the Participant, the Participant’s estate. Where appropriate the term “Beneficiary” shall also refer to an alternate payee under a QDRO. For purposes of this Section 1.10, the term “Spouse” shall also mean the domestic partner of a Participant working for Aetna Life Insurance and Annuity Company in the city or county of San Francisco, California, if the Participant has designated such individual the Participant’s domestic partner on the applicable form provided by the Company for that purpose and has indicated on such form that the individual shall be the Participant’s beneficiary under the Plan in the absence of a contrary designation.

1.11 “Benefit Finance Committee” means the persons appointed as such by the Company in accordance with the provisions of the Retirement Plan for Employees of Aetna Services, Inc. and who have the duties described in Section 5.8 with respect to the Plan.

1.12 “Change in Control” means the happening of any of the following:

	(i)	When any “person” as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act but excluding Parent and any Subsidiary thereof and any employee benefit plan sponsored or maintained by Parent or any Subsidiary (including any trustee of such plan acting as trustee), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, as amended from time to time), of securities of Parent representing 20 percent or more of the combined voting power of Parent’s then outstanding securities;

	(ii)	When, during any period of 24 consecutive months the individuals who, at the beginning of such period, constitute the Board (the “Incumbent

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		Directors”) cease for any reason other than death to constitute at least a majority thereof, provided that a director who was not a director at the beginning of such 24-month period shall be deemed to have satisfied such 24-month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually (because they were directors at the beginning of such 24-month period) or by prior operation of this subsection (ii); or

	(iii)	The occurrence of a transaction requiring stockholder approval for the acquisition of Parent by an entity other than Parent or a Subsidiary through purchase of assets, or by merger, or otherwise.

1.13 “Code” means the Internal Revenue Code of 1986, as amended.

1.14 “Company” means Aetna Inc., formerly known as Aetna U.S. Healthcare, Inc., or any successor by merger, consolidation, purchase or otherwise.

1.15 “Compensation Deferral Agreement” means the agreement by which an Active Participant agrees to defer receipt of Pay in consideration for the Employer’s agreement to make Deferral Contributions in accordance with the terms of the Plan.

1.16 “Deferral Account” means the subaccount established to record the Participant’s Deferral Contributions and the earnings thereon.

1.17 “Deferral Contributions” means the amount contributed to the Plan on a pre-tax basis pursuant to an Active Participant’s Compensation Deferral Agreement in accordance with Section 3.1.

1.18 “Deferral Contribution Rate” means that percentage of a Participant’s Pay designated as a Deferral Contribution in a Compensation Deferral Agreement in accordance with Section 3.1.

1.19 “Designated Pru-Care Employee” - means the following Employees: (a) an Employee who was actively employed by (i) Prudential on August 5, 1999 and (ii) Aetna Life Insurance Company on August 6, 1999 (or such later date on which the Employee is transferred upon the termination of a short term disability status that commenced prior to August 5, 1999) and was transferred as a result of the acquisition by Aetna Life Insurance Company of the Prudential healthcare business; and (b) an Employee who was actively employed by Prudential Health Care Plan, Inc. (TX) or Prudential Health Care Plan of California, Inc. on both August 5, 1999 and August 6, 1999.

1.20 “Disability” means a physical or mental condition that meets both of the following conditions: (a) in the opinion of a licensed physician appointed by the Plan Administrator the disability is believed to be permanent and to render the Participant unfit to

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perform the duties for which the Participant is trained or that are of equal dignity and status, and (b) the disability results in the Participant receiving disability benefits under either (i) the Federal Social Security Act or (ii) the long-term disability plan sponsored by the Employer.

1.21 “Discretionary Contributions” means the amount, if any, contributed to the Plan on behalf of a Participant as a Discretionary Contribution pursuant to Section 3.5(b) and/or Section 3.6(d).

1.22 “Discretionary Contribution Account” means the subaccount established to record the Participant’s Discretionary Contribution and the earnings thereon.

1.23 “Earnings or Profits” means the current or accumulated earnings or profits of the Employer determined by the Employer in accordance with generally accepted accounting principles.

1.24 “Effective Date” means the date as of which the Company initially adopted the Plan and executed the Trust: September 1, 1972.

1.25 “Eligible Employee” means any Employee employed by an Employer other than (a) an Employee whose employment is governed by the terms of a collective bargaining agreement between employee representatives (within the meaning of Section 7701(a)(46) of the Code) and an Employer if such collective bargaining agreement does not specifically provide for participation in the Plan; (b) a “leased employee,” as such term is defined under Section 414(n) of the Code; (c) an Employee who is a nonresident alien (within the meaning of Section 7701(b) of the Code) with no earned income (within the meaning of Section 911(d)(2) of the Code) from an Employer or Affiliate that constitutes income from sources within the United States (within the meaning of Section 861(a)(3) of the Code), unless (i) a certificate of coverage has been filed with the Social Security Administration on behalf of the Employee under Section 233 of the Social Security Act, or (ii) the employee has been designated as an Eligible Employee by the Employer; or (d) an individual who is designated, or otherwise determined, to be an independent contractor but who is ultimately determined to be an employee pursuant to the Code or any other applicable law.

1.26 “Employee” means any person who is employed by an Employer or an Affiliate. The term Employee shall not include any individual the Employer or an Affiliate designates as, or otherwise determines to be, an independent contractor. However, the term Employee shall include “leased employees” within the meaning of Section 414(n) of the Code. Notwithstanding the foregoing, if leased employees constitute less than twenty percent (20%) of the nonhighly compensated work force of the Employer and all Affiliates (within the meaning of Section 414 (n)(5)(C)(ii) of the Code), the term Employee shall not include those leased employees covered by a plan described in Section 414(n)(5) of the Code. The term Employee shall not include agents, general agents, contract general agents, career agents or brokers.

1.27 “Employer” means the Company and any Participating Company.

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1.28 “Employment Commencement Date” means the first day for which an Employee is entitled to be credited with an Hour of Service. “Reemployment Commencement Date” means the first day for which an Employee is entitled to be credited with an Hour of Service subsequent to the Employee’s Termination from Service.

1.29A “Financial Services/International Employee” means each person who comes within the definition of “AI Employees” contained in the ING Employee Benefits Agreement.

1.29B “Financial Services/International Transition Employee” means an Employee as of the close of business on December 13, 2000, who is designated and subsequently “employed by the AI Business” or “hired by AI” pursuant to Article 9 of the ING Employee Benefits Agreement.

1.30 “Fiscal Year” means the Employer’s fiscal year for Federal Income Tax purposes.

1.31 “Group Annuity Contract” means a contract or contracts of the Insurer that provides the accumulation facilities under Investment Funds maintained by the Insurer and that also provide facilities for distribution of Account Value upon a Participant’s Termination from Service.

1.32 “Highly Compensated Employee” means, effective for Plan Years beginning on or after December 31, 1996: (a) any Employee who, during the “look-back year” received compensation (as defined in Section 415(c)(3) of the Code) in excess of $80,000 (as adjusted pursuant to section 415(d) of the Code); and (b) any Employee who is a 5-percent owner (as described in Section 17.2(b)(iii) hereof) at any time during the “look-back year” or the “determination year.” For purposes of this Section 1.32 the “determination year” shall be the Plan Year and the “look-back year” shall be the twelve-month period immediately preceding the “determination year,” or, if the Company elects, the calendar year ending with or within the determination year. The determination of who is a “highly compensated employee” will be made in accordance with Section 414(q) of the Code and applicable regulations, rulings and procedures and permitted elections thereunder. The provisions of the Prior Plan in this definitional section and related sections of the Plan, relating to family aggregation are eliminated effective January 1, 1997.

1.33 “Hour of Service” means:

	(a)	each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Employer or an Affiliate. These hours will be credited to the Employee for the computation period in which the duties are performed; and

	(b)	each hour for which an Employee is paid, or entitled to payment, by the Employer or an Affiliate on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury

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		duty, military duty or an Authorized Leave of Absence, but not in excess of five hundred and one (501) hours for any continuous period of nonworking time for which the Participant is compensated. Hours under this Section will be calculated and credited pursuant to Section 2530.200b-2 of the Department of Labor Regulations which are incorporated herein by reference; and

	(c)	each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer or an Affiliate with respect to an Employee. The same hours of service will not be credited both under subsection (a) or subsection (b), as the case may be, and under subsection (c). Hours credited under this subsection will be credited to the Employee for the computation period to which the award or agreement pertains, rather than the computation period in which the award, agreement, or payment is made; and

	(d)	Hours of Service will be credited for employment with an Affiliate provided, however, if an Employee has previously been credited with an Hour of Service for any hour of work with the Company or a Participating Company the Employee shall not be entitled to be credited for a second hour for the same period based on employment with an Affiliate.

	(e)	Hours of Service shall not be credited for any hours for which an Employee is directly or indirectly paid under a plan maintained solely for the purpose of complying with applicable workmen’s compensation, unemployment compensation or disability laws.

	(f)	Hours of Service shall not be credited for payments which were made solely to reimburse an Employee for medical or medically related expenses incurred by the Employee, nor for extra pay for any period for which Hours have previously been credited, such as extra pay in lieu of vacation.

	(g)	For purposes of determining Hours of Service, the following guidelines shall apply:

	(1)	Notwithstanding anything in this Plan to the contrary, an Employee shall be credited with Hours of Service if so required by any federal law; the nature and extent of such credit shall be determined under such law.

	(2)	Employees compensated on other than an hourly basis and for whom hours are not required to be counted and recorded by any other federal law, such as the Fair Labor Standards Act, shall be credited with forty-five (45) Hours of Service per week for any week during which the Employee is credited with one (1) Hour of Service.

	(3)	When necessary, Hours of Service completed prior to January 1, 1976 shall be determined from such records as an Employer has maintained in

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the past, making reasonable approximations where necessary. If these records are insufficient to make an approximation, a reasonable estimate of Hours of Service to be credited will be made.

1.34 “Incentive Contributions” means the amounts contributed by the Employer in accordance with Section 3.6(a).

1.35 “Incentive Contribution Account” means the Participant’s subaccount with respect to the Incentive Contributions made pursuant to Section 3.6(a) and earnings thereon.

1.36 “ING Employee Benefits Agreement” means the Employee Benefits Agreement between Aetna Inc. and Aetna U.S. Healthcare, Inc., dated as of December 13, 2000.

1.37 “Insurer” means Aetna Life Insurance Company or such other legal reserve life insurance company with which the Trustee enters into a Group Annuity Contract or other contract.

1.38 “Investment Fund” means the Stock Account and such other investments under the Group Annuity Contract or in other funds and accounts as are made available for the investment of the Participants’ Accounts in accordance with the rules of Article V. Notwithstanding the foregoing, the Investment Fund shall not include (a) a direct interest in real property, leaseholds or mineral interests or (b) securities which are not purchased on a United States Exchange or where evidence of ownership is held by a custodian outside of the United States.

1.39 “Limitation Year” means the calendar year.

1.40 “Matched Deferral Contribution” means a Deferral Contribution or portion thereof for which a corresponding Incentive Contribution is made on behalf of the Participant.

1.41 “Money Purchase Account” means the subaccount established to record any amounts transferred to the Plan from a money purchase pension plan and the earnings thereon.

1.42 “Net Income” means the Employer’s net profit for the current fiscal year, as determined by the Employer in accordance with generally accepted accounting principles and without deduction for contributions under the Plan.

1.43 “Nonhighly Compensated Employee” means an Employee who is not a Highly Compensated Employee.

1.44 “Normal Retirement Age” means a Participant’s sixty-fifth (65th) birthday.

1.45 “Normal Retirement Date” means the first day of the month coinciding with or next following the Participant’s attainment of Normal Retirement Age.

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1.46 “Participant” means an Eligible Employee who satisfies the eligibility requirements under Article II and who is participating in the Plan in accordance with its provisions (whether or not such Eligible Employee elects to make Deferral Contributions), or a former Employee who participated in the Plan and who has not yet received a full distribution of his or her Account as provided in Article VIII.

1.47 “Participating Company” means any Affiliate which has adopted the Plan and Trust in accordance with the terms and conditions set forth herein. A Participating Company may adopt this Plan with respect to less than all of its otherwise eligible employees. The Participating Companies are listed in Attachment II to this Plan.

1.48 “Pay” means, effective on and after January 1, 1999, the base salary or base wages, as applicable, paid to an Active Participant by the Employer during a Plan Year (or any portion thereof) for personal services rendered, plus any performance bonus, wage incentive, shift differential, area differential and overtime, including payments made under the Management Incentive Plan which are paid at the time awarded (rather than pursuant to a deferral agreement). Pay shall be determined as if no elective salary reduction had been made pursuant to Sections 125, 132(f) and 401(k) of the Code.

Pay shall not include:

	(1)	payments under any stock option plan or similar equity program;

	(2)	compensation paid for service performed as an agent, career agent, general agent, contract general agent or broker;

	(3)	payments made for unused paid time off;

	(4)	any personal commissions paid to employees for the sale of any product of a business unit of the Employer including life insurance commissions, mutual fund commissions, variable annuity commissions, group insurance plan commissions, Aetna health plan commissions, auto insurance commissions, homeowner’s insurance commissions and casualty insurance commissions;

	(5)	sign-on bonuses or any other payment made upon acceptance of employment with the Employer,

	(6)	any noncash compensation;

	(7)	severance or salary continuation payments or benefits, except salary continuation benefits not to exceed 13 weeks;

	(8)	lump sum vacation payments;

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	(9)	transfer or relocation payments;

	(10)	travel and entertainment expenses;

	(11)	tuition reimbursement;

	(12)	payments under long term compensation programs;

	(13)	any stay or retention bonus; or

	(14)	any bonus which is paid pursuant to a deferral agreement or program.

	(15)	any payment in lieu of flex credit made to Designated Pru-Care Employees for 1999.

Notwithstanding any other provision of the Plan to the contrary, the annual Pay of each Active Participant taken into account under the Plan for any Plan Year shall not exceed one hundred fifty thousand dollars ($150,000), as Adjusted, except that with respect to a Short Plan Year, annual Pay shall not exceed one hundred fifty thousand dollars ($150,000), as Adjusted, multiplied by a fraction, the numerator of which is the number of months in the Short Plan Year and the denominator of which is twelve (12). In the case of any Plan Year that does not coincide with the calendar year, the annual compensation limitation used for purposes of calculating annual Pay shall be the limitation applicable to the calendar year in which the Plan Year begins.

The provisions of the Prior Plan, in this definitional section and in related sections of the Plan, relating to family aggregation of Pay are eliminated effective January 1, 1997.

1.49 “Performance-Based Contributions” means the amounts contributed by the Employer in accordance with Section 3.13.

1.50 “Performance-Based Contribution Account” means the Participant’s subaccount with respect to Performance-Based Contributions made pursuant to Section 3.13 and earnings thereon.

1.51 “Performance-Based Eligible Participant” means an Active Participant who (i) has not been designated by the Employer as a temporary employee; (ii) is employed by the Employer on the last day of the Plan Year with respect to which the Employer makes a Performance-Based Contribution; and (iii) is not receiving long-term disability benefits on the last day of such Plan Year.

1.52 “Period of Severance” means a period beginning on the Termination from Service Date and ending on the Employee’s Reemployment Commencement Date. In the case of an Employee who would have normally been scheduled to work during unpaid absence incident to the pregnancy of or birth or adoption of a child by or to such Employee and the caring for such child immediately thereafter, then for purposes of calculating a Period of Severance, the

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Employee’s Termination from Service Date shall be postponed for one year beyond the date which would otherwise be provided under Section 1.67, but only to the extent that credit for such unpaid absence has not already been given as an Authorized Leave of Absence.

1.53 “Plan” means the Aetna Inc. Incentive Savings Plan as set forth herein, including any amendments hereto. This Plan is intended to be a profit sharing plan with a feature satisfying the requirements of Section 401(k) of the Code. Except to the extent otherwise provided, the terms of the Plan in effect as of a Participant’s Termination from Service Date will be applicable to such Participant.

1.54 “Plan Administrator” means the Company.

1.55 “Plan Year” means the twelve-(12) month period beginning on each January 1 and ending on the next subsequent December 31.

All calculations and determinations under the Plan that are based on a Plan Year shall, with respect to such calculations and determinations for a Short Plan Year, be made in the manner required by the Code.

1.56 “Prior Plan” means the Plan in effect prior to the Restatement Date, as modified by any amendments first appearing in this Plan Restatement but effective prior to January 1, 2002.

1.57 “Prudential” - means Prudential Insurance Company of America.

1.58 “Restatement Date” means January 1, 2002.

1.59 “Rollover Account” means the subaccount established to record an Eligible Employee’s Rollover Contributions and earnings thereon.

1.60 “Rollover Contributions” means the amount contributed to the Plan as a rollover contribution in accordance with Section 3.8.

1.61 “Section 414 Compensation” means for any Participant, the Participant’s wages within the meaning of Section 3401(a) of the Code and all other payments of compensation for which the Employer is required to furnish the Participant a written statement under Section 6041(d), 6051(a)(3), and 6052 of the Code, i.e., a Form W-2, but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Section 3401(a)(2) of the Code), plus any amounts paid pursuant to any salary reduction agreement for the year in question under an arrangement referred to in Sections 125, 403(b) or 401(k) of the Code. Section 414 Compensation shall be measured based on compensation actually paid or made available to a Participant during the measuring period and not on an accrued basis. Section 414 Compensation in excess of one hundred fifty thousand dollars ($150,000), as Adjusted, shall not be taken into account under the Plan. The annual compensation limitation used for purposes

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of calculating Section 414 Compensation shall be the limitation applicable to the calendar year in which the Plan Year begins.

1.62 “Spouse” means a Participant’s legal spouse determined under applicable law; provided, however, that for purposes of Article X, other than Section 10.6, an individual shall not be treated as a Participant’s Spouse unless the Participant and spouse have been married throughout the one-year period ending on the date of the Participant’s death. Notwithstanding the above, with respect to Participants who marry after June 30, 1998, and Employees who first become Participants after June 30, 1998, the one-year marriage requirement set forth in the preceding sentence shall not apply.

1.63 “Stable Value Option” means an accumulation facility under the Group Annuity Contract that provides for investment of assets at a stipulated rate of interest for a fixed period.

1.64 “Stock” means the common shares of Aetna Inc.

1.65 “Stock Account” means any account established and maintained for the purpose of investing in Stock, as further described in Section 5.6.

1.66 “Termination from Service” means, for any Employee, the termination of his or her employment upon the occurrence of his or her Termination from Service Date.

1.67 “ Termination from Service Date ” means the date which is the earlier of (i) the earliest of the date an Employee quits, retires, dies or is discharged from employment with the Employer; or (ii) the first anniversary of the first date of a period in which the Employee remains absent from service (with or without pay) for any reason other than quit, retirement, death or discharge, such as vacation, holiday, sickness, leave of absence or layoff. Notwithstanding the preceding, a Termination from Service Date shall not occur earlier than the last day of any (a) Authorized Leave of Absence, (b) period in which an Employee receives long-term disability benefits from a plan maintained by the Employer, or, if earlier, the commencement of the distribution of benefits under this Plan; provided, however, that a Termination from Service Date shall occur on the date such Participant’s employment with the Employer is terminated pursuant to Company policy, or (c) period in which the Employee receives periodic salary continuation benefits not to exceed 13 weeks. See also Section 16.4(b).

1.68 “Transferred Employee” means a “Transferred Employee” as defined in the Stock Purchase Agreement dated as of November 28, 1995 between the Company and The Travelers Insurance Group, Inc.

1.69 “Trust” means the trust agreement as set forth herein and adopted by the Company, which is established to hold and invest contributions made under the Plan.

1.70 “Trustee” means such person or persons or corporation appointed and acting as Trustee or successor Trustee under the Trust.

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1.71 “Trust Fund” means all assets of any kind or nature, including all property and income, held by the Trustee under the Trust.

1.72 “Unallocated Contribution Account” means the account established and maintained by the Plan Administrator for recording Incentive Contributions and Performance-Based Contributions held by the Trustee before allocation in accordance with the provisions of Article VI.

1.73 “Unmatched Deferral Contributions” means a Deferral Contribution or portion thereof for which no corresponding Incentive Contribution is made.

1.74 “Valuation Date” means the date used to value the Plan’s assets. Generally, each day of the Plan Year shall be a Valuation Date; however, the Plan Administrator in its sole discretion may designate specific Valuation Dates for specific purposes.

1.75 “Vesting Service” means the period or periods of an Employee’s employment considered in the determination of vesting.

	(a)	An Employee’s initial period of Vesting Service shall begin on the Employee’s Employment Commencement Date and end on the next following Termination from Service Date. If an Employee has a Termination from Service and is subsequently reemployed, a new period of Vesting Service shall begin on the Employee’s Reemployment Commencement Date and end on the next subsequent Termination from Service Date. If, however, an Employee has a Termination from Service and again performs an Hour of Service as defined in Section 1.33(a) within 12 months from the most recent Termination from Service Date, such Termination from Service shall be disregarded, and the Employee shall be credited with all Vesting Service from his or her most recent Employment Commencement Date or Reemployment Commencement Date.

		An Employee shall be credited with a number of “Years of Vesting Service” equal to the Employee’s periods of Vesting Service expressed as the number of whole years within such period or periods. In determining the number of whole Years of Vesting Service, all periods of Vesting Service shall be aggregated and counted on the basis that 12 months of Vesting Service or 365 days of Vesting Service are equal to one whole Year of Vesting Service.

	(b)	A period of Vesting Service shall include a period prior to the date the Employer by which an Employee is employed became or becomes an Affiliate, but only to the extent specifically set forth in Attachment I hereto.

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	(c)	Effective December 12, 1994, in the case of an Employee who leaves employment to enter service with the armed forces of the United States, Service shall include the period of such military service, provided that the Employee resumes employment with the Employer or an Affiliate within the period during which such re-employment rights are protected by applicable law. The provisions of this Section 1.75 shall be construed in accordance with, and to be coextensive with, the provisions of Section 414(u) of the Code.

	(d)	For any Designated Pru-Care Employee, notwithstanding Section 1.75(a) above, Vesting Service shall also include any period during which such Employee was employed by Prudential; provided, however: (i) no Employee shall be credited with Vesting Service for the same period of time under both this Section 1.75(d) and under Section 1.75(a), (b) or (c); (ii) for purposes of this Section, the Company shall rely exclusively on information transmitted by Prudential in determining what Vesting Service shall be credited; and (iii) service credited as Vesting Service under this Section 1.75(d) shall not be considered for eligibility.

1.76 “Voluntary Contributions” means the amount of a Participant’s taxable annual Pay contributed to the Plan in accordance with Section 3.9.

1.77 “Voluntary Contribution Account” means the subaccount established and maintained by the Plan Administrator for recording the Participant’s Voluntary Contributions and earnings thereon.

CONSTRUCTION

The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, unless the context clearly indicates to the contrary. Where appropriate, words used in the singular include the plural and words used in the plural include the singular. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to this entire Plan, not to any particular provision or section.

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ARTICLE II - PARTICIPATION IN THE PLAN

2.1 Current Participants. Each individual who was a Participant on December 31, 1998 shall continue to be a Participant subject to the terms of the Plan.

2.2 Other Eligible Employees.

(a)

Rule Prior to January 1, 2002 . Each other Eligible Employee shall become an Active Participant on the day following the later of the date the Eligible Employee (i) completes one Year of Vesting Service or (ii) attains age eighteen (18). Notwithstanding the preceding sentence, an Eligible Employee who is a Designated Pru-Care Employee shall not become a Participant until September 20, 1999; provided, however, that for the purposes of Section 414 Compensation, participation shall be deemed to begin on August 6, 1999.