AETNA INC. INCENTIVE SAVINGS PLAN

Exhibit 4.4

AETNA INC.
INCENTIVE SAVINGS PLAN

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

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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:

     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:

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     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:

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     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:

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     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:

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     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.

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     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.

     2.3 Reemployment . Any Employee who is re-employed by an Employer shall become a Participant in the Plan in accordance with the provisions of Section 2.2.

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ARTICLE III - CONTRIBUTIONS

     3.1 Rate of Deferral Contributions . Subject to the provisions of this Article III, an Active Participant may enter into a Compensation Deferral Agreement to have the Employer make contributions to the Deferral Account on the Participant’s behalf as of each payroll period, in accordance with Section 401(k) of the Code. Such Deferral Contributions may be at a rate of between one percent (1%) and ten percent (10%), in whole percentages, of the Active Participant’s Pay. Notwithstanding the preceding sentence, a limit of 13% (in lieu of the 10% limit) shall apply during the 1999 Plan Year with respect to a Participant who is both a Designated Pru-Care Employee and a Nonhighly Compensated Employee with respect to 1999, unless such Participant received compensation (as defined in Section 415(c)(3) of the Code) from Prudential in 1998 (as reported by Prudential) in excess of $80,000, in which case the 10% limit shall apply.

     3.1A Automatic Deferral Contributions.

      3.2 When Deferral Contributions are Made . Deferral Contributions shall begin as soon as practicable after receipt of the Participant’s Compensation Deferral Agreement.

     3.3 Changes in Deferral Contribution Rate . Subject to the limitations of this Article III and the Compensation Deferral Agreement, an Active Participant’s Deferral Contribution Rate shall remain in force for any period for which the Participant receives Pay until the Participant ceases to be an Active Participant or until the Participant gives notice to the

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Plan Administrator of the Participant election to change the Deferral Contribution Rate. Any such change in the Deferral Contribution Rate shall become effective as soon as practicable but in no event later than the first day of the second month after the Participant files a change of election with the Plan Administrator. A Highly Compensated Employee may not increase the Deferral Contribution Rate if the Plan Administrator determines that such increase may cause the Plan to violate the limitation in Section 3.5.

     Effective January 1, 2002, notwithstanding anything above to the contrary, to the extent a Participant’s elected Deferral Contribution Rate would result in a cessation of Deferral Contributions prior to reaching the Deferral Limitation set forth in Section 3.5(d) because the dollar limit set forth in the Section of this Plan defining “Pay” has been reached, such Deferral Contribution Rate shall be deemed to be changed to a Deferral Contribution Rate which will permit Deferral Contributions up to the Deferral Limitation set forth in Section 3.5(d).

      3.4 Discontinuance and Resumption of Deferral Contributions . An Active Participant may at any time voluntarily suspend Deferral Contributions by giving the Plan Administrator notice to that effect. An Active Participant who has been an Active Participant at all times after discontinuing Deferral Contributions shall be permitted to resume such contributions by notifying the Plan Administrator to that effect. Any such discontinuance or resumption of Deferral Contributions shall become effective as soon as practicable and in no event later than the first day of the second month after the Active Participant files a change of election with the Plan Administrator.

     3.5 Special Limitation on Deferral Contributions .

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     3.6 Incentive Contributions.

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     3.7 Time and Form of Incentive Contributions . Incentive Contributions shall be made for each Plan Year within the time permitted by law. Incentive Contributions may be made

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in Stock or cash at the Company’s discretion. With respect to any Incentive Contributions made in Stock, the number of shares of Stock to be contributed shall be based on valuation procedures established by the Plan Administrator from time to time.

     3.8 Rollover Contributions .

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     3.9 Voluntary Contributions .

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     3.10 When Voluntary Contributions are Made . Withholding of an Active Participant’s Voluntary Contributions shall begin as soon as practicable after receipt of an election to withhold such amounts.

     3.11 Changes in Voluntary Contribution Rat e. Subject to the limitations stated in Section 3.9, an Active Participant may increase or decrease the rate of Voluntary Contributions. Such increase or decrease shall become effective as soon as practicable but in no event later than the first day of the second month after the Participant files a change of election with the Plan Administrator. An Active Participant shall be permitted to change such rate or resume such contributions at any time upon notice to the Plan Administrator.

     3.12 Discontinuance of Voluntary Contributions . An Active Participant may at any time discontinue Voluntary Contributions. Subject to Section 3.11, an Active Participant who discontinues Voluntary Contributions shall be permitted to resume such contributions upon notice to the Plan Administrator. Any such discontinuance or resumption of Voluntary Contributions shall become effective as soon as practicable but in no event later than the first day of the second month after the Active Participant files a change of election with the Plan Administrator. Upon Termination from Service with an Employer, an Active Participant’s Voluntary Contributions to the Plan shall automatically cease.

     3.13 Performance-Based Contributions. With respect to Plan Years beginning on and after January 1, 2002, the Employer may, in the sole discretion of the Company, make a Performance-Based Contribution for each Performance-Based Eligible Participant. Such Contribution shall not be made unless the Company exceeds its Performance Target for the Plan Year. The Company shall determine its Performance Target for each Plan Year within a reasonable time following the beginning of such year. A Performance-Based Contribution for any Plan Year shall be made in accordance with the following schedule:

The Company, in its discretion, may modify the above schedule from time to time, provided that such modification shall not apply for a Plan Year with respect to which the Performance Target has already been determined.

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     3.13A Time and Form of Performance-Based Contribution. A Performance-Based Contribution for any Plan Year shall be made after the end of such Plan Year and prior to the last day for filing the Company’s income tax return, including extensions. Performance-Based Contributions may be made in Stock, cash or a combination of both at the Company’s discretion. With respect to any Performance-Based Contribution made in Stock, the number of shares of Stock to be contributed shall be based on valuation procedures established by the Plan Administrator from time to time.

      3.14 Transfer to Trust Fund . The Plan Administrator shall transfer to the Trust Fund the Deferral Contributions and Voluntary Contributions of each Active Participant as soon as practicable, but in any event within the period required by applicable law and regulations.

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ARTICLE IV - LIMITATIONS ON CONTRIBUTIONS

      4.1 Return of Contributions. All Employer contributions under the Plan are expressly conditioned upon the deductibility of such contributions under Section 404 of the Code. Therefore, to the extent the deduction of a contribution is disallowed, such contribution shall be returned to the Employer within one (1) year after disallowance of the deduction. In addition, if the Employer makes a contribution under a mistake of fact, such contribution shall be returned to the Employer within one (1) year after the payment of the contribution.

          The amount of any contribution that may be returned under this Section shall be equal to the excess of (a) the amount contributed over (b) the amount that would have been contributed had there not been a mistake in determining the amount of the allowable deduction or a mistake of fact. Earnings attributable to the contribution to be returned may not be returned to the Employer, but losses attributable thereto must reduce the amount to be returned. Furthermore, the amount to be returned for a disallowed deduction or a mistake of fact shall be limited to an amount such that no Participant’s Account is reduced to less than the amount which would have been in the Account had the mistaken or nondeductible contribution not been made.

      4.2 Maximum Annual Addition. All contributions to the Plan are subject to the limitations of Section 415 of the Code, which are incorporated herein by reference. The maximum “Annual Addition” credited to a Participant’s Account during any Limitation Year shall not exceed the lesser of (a) $30,000, as Adjusted, or (b) 25% of the Participant’s compensation (as defined below) from the Employer and all Affiliates during the Limitation Year.

          For purposes of Sections 4.2 and 4.3, the term ‘compensation’ shall mean wages as reported for purposes of federal income tax on Form W-2 and in addition, effective January 1, 1998, elective deferrals as defined in Section 402(g)(3) of the Code and salary reduction contributions of the Participant not includible in his or her gross income by reason of Section 125 or Section 132 of the Code.

          For purposes of this Section, “Annual Addition” means, for each Limitation Year, the sum of:

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          If the limitations of this Section 4.2 are exceeded, the Plan Administrator shall take the following steps to the extent necessary to correct such error:

     (i) return of Voluntary Contributions to the affected Participants;

     4.3 Combined Limits . The provisions of this Section are applicable only through December 31, 1999. In the event any Participant is also a participant in one or more defined benefit plans maintained by the Employer or any Affiliate, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any Limitation Year shall not exceed 1.0. The defined benefit plan fraction for any Limitation Year is a fraction, the numerator of which is the projected annual benefit of the Participant under such plans (determined as of the close of the Limitation Year), and the denominator of which is the lesser of (a) 100% of the average of the Participant’s three highest years’ compensation multiplied by 140% or (b) the maximum dollar limitation for the Limitation Year under Section 415(b)(1)(A) of the Code multiplied by 125%. The defined contribution plan fraction for any Limitation Year is a fraction, the numerator of which is the sum of the Annual Additions to the Participant’s accounts under any defined contribution plans as of the close of the Limitation Year and the denominator of which is the sum of the maximum allowable amount of the Annual Additions computed for the current Limitation Year and each prior Limitation Year. Such maximum Annual Additions will be computed for each such Limitation Year using the lesser of (a) 25% of the Participant’s compensation for such year multiplied by 140% or (b) $30,000, as Adjusted (or, if greater, 25% of the dollar limitation in effect under Section 415(b)(1)(A) of the Code ($90,000, as Adjusted)), multiplied by 125%. For the purpose of applying the limitations contained in this Section, all defined benefit plans (whether or not terminated) maintained by the Employer or any Affiliate shall be treated as one defined benefit plan, and all defined contribution plans (whether or not terminated) maintained by the Employer or any Affiliate shall be treated as one defined contribution plan.

          If the limitations of this Section 4.3 would be exceeded with respect to any Participant, the Employer shall first reduce the annual benefit otherwise payable to the Participant under any defined benefit plan of the Employer and any Affiliate (but not below zero) so that the sum of the defined benefit fraction and the defined contribution fraction equals 1.0. If

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such adjustment is not sufficient to reduce the sum to 1.0, the Plan Administrator shall make a corrective allocation as is necessary under this Plan in the manner specified under Section 4.2 or any other defined contribution plan of the Employer and any Affiliate in which the Participant participates, to reduce the total amount of the Participant’s Annual Additions so that the sum of the defined benefit and defined contribution fractions equals 1.0.

     4.4 Determination of Amount and Transmittal of Contributions . The Employer shall be solely responsible for determining the amount that it may be required to contribute under the terms of the Plan. In making its determination, the Employer may rely upon estimates of Earnings and Profits by its principal accounting officer or independent accountants. The Employer’s determination of the amount of any contributions shall be binding on all Participants, Beneficiaries, the Trustee, and the Employer. In the event the Employer is unable to determine the correct amount of its allowable Plan contribution within the time required for payment, it shall pay an estimated amount, and any deficiency shall be paid as soon as finally determined. The Trustee shall have no duty to collect contributions under the Plan and shall be solely accountable for monies or properties actually received by it. The Employer shall be solely responsible for the transmittal of contributions to the Trustee.

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ARTICLE V — INVESTMENTS

     5.1 Receipt of Contributions . All contributions received by the Trustee shall become assets of the Trust Fund, to be held, invested, and distributed in accordance with the terms of this Plan. All expenses chargeable to the Trust Fund hereunder shall be paid as described in Section 14.5.

     5.2 Investment of Accounts . Amounts held in a Participant’s Account shall be invested in accordance with the rules of this Article V. The Plan Administrator shall inform the Trustee of the manner in which all contributions to and assets of the Trust Fund are to be allocated between the Investment Funds. For this purpose, the Plan Administrator shall aggregate all Participant elections and notify the Trustee of the net results of such elections.

     5.3 Initial Investment in Funds . Contributions made to a Participant’s Account shall be invested in one or more Investment Funds, as elected by the Participant. An investment election shall be made in accordance with rules established by the Plan Administrator. Such election shall remain in effect for all subsequent periods until revised. The election shall specify the whole percentages of future contributions that the Participant elects to have invested in the available Investment Funds, with the total not to exceed 100%. In the absence of an election by the Participant, such Contributions shall be invested in the Stable Value Option. Notwithstanding the above, Incentive Contributions and Performance-Based Contributions that are made in Stock shall be invested in the Stock Account.

     5.4 Change of Investment Fund.

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     5.5 Trustee May Hold and Distribute Cash . The Trustee may hold assets of the Trust Fund and make distributions therefrom in the form of cash without liability for interest, if for administrative purposes it becomes necessary or practical to do so.

     5.6 Purchase of Stock; the Stock Account .

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     5.7 Change of Investment Funds and Notice Requirements. From time to time, the Company, in its sole discretion, may, by action of any Vice President or Assistant Vice President charged with the responsibility for the administration of the Plan, designate Investment Funds, withdraw the designation of Investment Funds or change Investment Funds. Whenever any change in the Investment Funds is contemplated, the Benefit Finance Committee shall advise the Company regarding the selection of appropriate Investment Funds or the appropriateness of any other change.

     5.8 Contractual Income and Settlement.

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ARTICLE VI — ACCOUNTS AND ALLOCATIONS

     6.1 Unallocated Contribution Account . The Plan Administrator may establish an Unallocated Contribution Account and credit such account with all Incentive Contributions and Performance-Based Contributions held by the Trustee before any allocation by the Plan Administrator.

     6.2 Allocation of Investment Earnings . All investment earnings shall be reinvested and credited in the same Investment Fund and Account in which they are held. All contributions will be allocated to Participants’ Accounts as soon as practicable after their receipt in the Trust in accordance with the Plan’s contribution and allocation formulas.

          All interest, dividend income, gains or losses, with respect to Participants’ Accounts, will be allocated to each Participant’s Account as soon as practicable after they accrue or arise in proportion to the Account Value of the Participant’s Account that is invested in the accumulation facilities from which such interest, dividend income, gains, losses or expenses accrue or arise.

     6.3 Determination of Value . The Account Value of a Participant’s Account will be determined for each allocation, distribution or withdrawal, but in no event will such determination be made less frequently than once each month. The net value of each Investment Fund reduced by any investment fees or expenses charged to Participants shall be determined by the Trustee by valuing the assets other than cash at their fair market value on the Valuation Date and deducting all expenses for which the Trustee has not received reimbursement from the Employer or the Trust Fund, except that the Stock Account shall be valued based on the closing price of the Stock on the New York Stock Exchange on any Valuation Date.

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ARTICLE VII — VESTING

     7.1 Accounts Other Than Incentive Contribution and Performance-Based Contribution Accounts . A Participant’s Account, other than such Participant’s Incentive Contribution Account and Performance-Based Contribution Account, shall be 100% vested at all times.

     7.2 Incentive Contribution Account – Participants on December 31, 1998 . The Incentive Contribution Account of any Participant who was a Participant on December 31, 1998 shall be 100% vested.

     7.3 Incentive Contributions Account — Participants After December 31, 1998. Effective January 1, 1999, the Incentive Contribution Account of any Participant that is not 100% vested pursuant to Section 7.2 shall be nonvested and forfeitable until the occurrence of any of the following events, at which time it shall become 100% vested:

(e) The Participant’s satisfaction of the service requirement set forth in whichever of the following schedules is applicable:

(i) Participants first employed prior to January 1, 1999

(ii) Participants first employed on or after January 1, 1999

(iii) Effective January 1, 2002, notwithstanding (i) and (ii) above, the following schedule shall apply to all Participants:

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     7.3A Incentive Contribution Account — “Financial Services/International Employees” . Effective as of the close of business on December 13, 2000, a Participant who is a Financial Services/International Employee shall be 100% vested, but only with respect to the Incentive Contribution Account as of December 31, 2000.

     7.3B Incentive Contribution Account – “Financial Services/International Transition Employees” . Effective as of the date upon which he/she ceases to be employed by any member of the controlled group of corporations that includes Aetna Inc., which date shall be after December 13, 2000, a Participant who is a Financial Services/International Transition Employee shall be 100% vested, but only if such Participant immediately becomes “employed by the AI Business” or “hired by AI”, pursuant to Article 9 of the ING Employee Benefits Agreement, and in any event, only with respect to the Incentive Contribution Account on such date.

     7.4 Performance-Based Contribution Account. Effective January 1, 2002, the Performance-Based Contribution Account of any Participant shall be nonvested and forfeitable until the occurrence of any of the following events, at which time it shall become 100% vested:

(e) The Participant’s satisfaction of the service requirement set forth in the following schedule:

     7.5 Occurrence of Forfeitures. Except as more specifically provided herein, a forfeiture of a Participant’s non-vested interest, if any, shall occur at the end of a Plan Year during which a Participant shall have incurred a Period of Severance of 5 years or more. In the event that a Participant ceases to be employed by the Employer and, before the end of the period set forth in the preceding sentence, receives a lump-sum distribution of the vested portion of the Participant’s Account pursuant the terms of the Plan, then the portion of the Participant’s Account that is not vested shall be treated as a forfeiture as of the last day of the Plan Year in

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which the Participant ceased to be employed by the Employer. If such former Participant later becomes an Employee and has not, as of the last day of the Plan Year in which the Participant again becomes an Employee, incurred a Period of Severance of five years or more, such Participant’s Account will be restored to the dollar value it had on the date of distribution if the Participant repays to the Plan the full amount of the distribution within the earlier of (1) five years after the date in which the Participant again becomes an Employee, or (2) the close of the first period of five consecutive Breaks in Service commencing after the distribution.

     7.6 Forfeitures Used For Contributions . Forfeitures arising during a Plan Year shall be used by the Employer to fund its contributions to the Plan for such Plan Year and, if any forfeitures still remain, for subsequent Plan Years.

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ARTICLE VIII — DISTRIBUTION TO PARTICIPANTS

     8.1 Time of Distribution .

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          Subject to the above, withdrawals shall be charged pro rata against a Participant’s investments in the available Investment Funds.

     8.2 Distribution Upon Participant’s Termination From Service for Reasons Other Than Death or Disability . A Participant whose Termination from Service is the result of reasons other than death or Disability may elect to have his or her vested Account Value

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distributed as provided in Section 8.1. The form of such distribution shall be determined in accordance with the election of the Participant under Section 8.5.

     8.3 Distribution Upon Death of Participant Following Commencement of Benefits . Upon the death of a Participant following the time the distribution of the Participant’s vested Account Value has been made or begun (a) under Section 8.6, death benefits shall be payable only as provided under the form of distribution being used, or (b) under Section 8.1(b), death benefits shall be payable in accordance with Section 8.1(b) or in the manner specified under Article X, but in no event in a manner that provides for payments less rapidly than payments were being made to the Participant. Notwithstanding the preceding sentence, effective for deaths occurring on or after July 30, 2001, death benefits shall be payable in a lump sum no later than the last day of the calendar year following the calendar year in which the Participant’s death occurs.

     8.4 Distribution Upon Disability of Participant . A Participant whose Termination from Service is the result of a total and permanent Disability may elect to have his or her vested Account Value distributed as provided in Section 8.1. The form of distribution shall be determined in accordance with Sections 8.5 and 8.6. A Participant’s Termination from Service by reason of Disability shall be deemed to occur for purposes of this Section on the date the Plan Administrator makes a determination that the Participant has incurred a Disability. The right to elect a distribution pursuant to this Section shall cease upon the cessation of such Disability.

     8.5 Forms of Distribution .

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     8.6 Election of Form of Distribution .

The explanation provided by this paragraph (a) shall inform a Participant with a Money Purchase Account of the general effect of such election, the

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means of exercising such election and the right to revoke, and the effect of a revocation of, such election.

If a Participant to whom the general explanation described above is furnished files a written request with the Plan Administrator within 60 days after such general explanation is first mailed or delivered to the Participant, the Plan Administrator shall furnish such Participant with a written explanation in nontechnical language of the terms and conditions of the joint and fifty percent (50%) survivor annuity (or joint and one hundred percent (100%) survivor annuity) with his or her Spouse or life annuity, as applicable, and the financial effect upon such Participant of any election of an optional form of distribution under Section 8.5(a).

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     8.7 Spousal Consent Requirements.