EX-4.4 AETNA INC. 2000 STOCK INCENTIVE PLAN

AMENDED TO REFLECT 2-for-1 STOCK SPLIT EFFECTIVE 3/11/05

AETNA INC.
2000 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE.

     The purposes of this Plan are to promote the interests of the Company and its shareholders, and further align the interests of shareholders and Participants by:

     (i) motivating Participants through Awards tied to total return to shareholders (i.e., stock price appreciation and dividends);

     (ii) attracting and retaining outstanding individuals as Participants;

     (iii) enabling Participants to acquire additional equity interests in the Company;

     (iv) providing compensation opportunities dependent upon the Company’s performance relative to its competitors and changes in its own performance over time; and

     (v) providing for the grant of Adjusted Options in connection with the transactions under the Merger Agreement pursuant to which the Company ceased to be a wholly-owned subsidiary of Aetna, Inc., a Connecticut corporation (the “ Former Parent ”).

SECTION 2. DEFINITIONS.

     “ ADJUSTED OPTION ” shall mean an Option which is granted under Section 10 in substitution for an outstanding option previously granted by the Former Parent.

     “ AFFILIATE ” shall mean any corporation or other entity (other than the Company or one of its Subsidiaries) in which the Company directly or indirectly owns at least twenty percent (20%) of the combined voting power of all classes of stock of such entity or at least twenty percent (20%) of the ownership interests in such entity.

     “ AWARD ” shall mean a Adjusted Option and any other grant or award under the Plan, as evidenced in a written document delivered to a Participant as provided in Section 13(b).

     “ BOARD ” shall mean the Board of Directors of the Company.

     “ CAUSE ” shall mean (i) the willful failure by the Participant to perform substantially the Participants duties as an employee of the Company (other than due to physical or mental illness) after reasonable notice to the Participant, (ii) the Participants engaging in serious misconduct that is injurious to the Company, any Subsidiary or any Affiliate, (iii) the Participants having been convicted of, or entered a plea of nolo contendere to, a crime that constitutes a felony, (iv) the breach by the Participant of any written covenant or agreement not to compete with the Company, any Subsidiary or any Affiliate or (v) the breach by the Participant of his or her duty of loyalty to the Company which shall include, without limitation, (A) the disclosure by the Participant of any confidential information pertaining to the Company, any Subsidiary or any Affiliate, (B) the harmful interference by the Participant in the business or operations of the Company, any Subsidiary or any Affiliate, (C) any attempt by the Participant directly or indirectly to induce any employee, insurance agent, insurance broker or broker-dealer of the Company, any Subsidiary or

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any Affiliate to be employed or perform services elsewhere, (D) any attempt by the Participant directly or indirectly to solicit the trade of any customer or supplier, or prospective customer or supplier, of the Company or (E) any breach or violation of the Companys Code of Conduct.

     “ CODE ” shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

     “ COMMITTEE ” shall mean a committee of the Board as may be designated by the Board to administer the Plan, which, to the extent necessary to comply with Section 16 of the Exchange Act and Section 162 (m) of the Code, shall consist of at least two directors of the Company chosen by the Board each of whom is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and an “outside director” within the meaning of Section 162(m).

     “ COMMON STOCK ” shall mean the common stock, $.01 par value, of the Company.

     “ COMPANY ” shall mean Aetna Inc., a Pennsylvania corporation.

     “ ELIGIBLE EMPLOYEE ” shall mean each employee of the Company, its Subsidiaries or its Affiliates, but shall not include directors who are not employees of such entities; provided that, in the case of the Adjusted Options, the term Eligible Employee shall mean each person who is eligible to receive an Adjusted Option. Any individual the Company designates as, or otherwise determines to be, an independent contractor shall not be considered an Eligible Employee, and such designation or determination shall govern regardless of whether such individual is ultimately determined to be an employee pursuant to the Code or any other applicable law.

     “ EMPLOYMENT ” shall mean, for purposes of determining whether a termination of employment has occurred under the Plan, continuous and regular salaried employment with the Company, a Subsidiary or an Affiliate, which shall include (unless the Committee shall otherwise determine) any period of vacation, any approved leave of absence or any salary continuation or severance pay period and, at the discretion of the Committee, may include service with any former Subsidiary or Affiliate of the Company. For this purpose, regular salaried employment means scheduled employment of at least 20 hours per week.

     “ EXCHANGE ACT ” shall mean the Securities Exchange Act of 1934, as amended from time to time.

     “ EXECUTIVE OFFICER ” shall mean those persons who are officers of the Company within the meaning of Rule 16a-l(f) of the Exchange Act.

     “ FAIR MARKET VALUE ” shall mean on any date, with respect to a share of Common Stock, the closing price of a share of Common Stock as reported by the Consolidated Tape of New York Stock Exchange Listed Shares on such date, or, if no shares were traded on such Exchange on such date, on the next date on which the Common Stock is traded.

     “ FUNDAMENTAL CORPORATE EVENT ” shall mean any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, offering to purchase Common Stock at a price substantially below fair market value, or other similar event.

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     “ INCENTIVE STOCK ” shall mean an Award of Common Stock granted under Section 7 which may become vested and nonforfeitable upon the passage of time and/or the attainment, in whole or in part, of performance objectives determined by the Committee.

     “ INCENTIVE STOCK OPTION ” shall mean an option which is intended to meet the requirements of Section 422 of the Code.

     “ INCENTIVE UNIT ” shall mean an Award of a contractual right granted under Section 7 to receive Common Stock (or, at the discretion of the Committee, cash based on the Fair Market Value of the Common Stock) which may become vested and nonforfeitable upon either the passage of time and/or the attainment, in whole or in part, of performance objectives determined by the Committee.

     “ MERGER AGREEMENT ” shall mean the Agreement and Plan of Restructuring and Merger among ING America Insurance Holdings, Inc., ANB Acquisition Corp., the Former Parent and for limited purposes only, ING Groep N.V., dated as of July 19, 2000.

     “ MERGER DATE ” shall mean the date of the closing of the transactions contemplated by the Merger Agreement.

     “ NONSTATUTORY STOCK OPTION ” shall mean an Option which is not intended to be an Incentive Stock Option.

     “ OPTION ” shall mean the right granted under Section 5 to purchase the number of shares of Common Stock specified by the Committee, at a price and for the term fixed by the Committee in accordance with the Plan and subject to any other limitations and restrictions as this Plan and the Committee shall impose, and shall include both Incentive Stock Options and Nonstatutory Stock Options.

     “ OTHER STOCK-BASED AWARD ” shall mean any right granted under Section 8.

     “ PARTICIPANT ” shall mean an Eligible Employee who is selected by the Committee to receive an Award under the Plan and any recipient of an (i) Adjusted Option granted under Section 10 or (ii) Substitute Award as contemplated under Section 4(c).

     “ PLAN ” shall mean the Aetna Inc. 2000 Stock Incentive Plan, described herein, and as may be amended from time to time.

     “ PRIOR PLAN ” shall mean, collectively, the Aetna Inc. 1996 Stock Incentive Plan and the Aetna Inc. 1998 Stock Incentive Plan.

     “ RESTRICTED PERIOD ” shall mean the period during which a grant of Incentive Stock or Incentive Units is subject to forfeiture.

     “ STOCK APPRECIATION RIGHT ” shall mean a right granted under Section 6.

     “ SUBSIDIARY ” shall mean any entity of which the Company possesses directly or indirectly fifty percent (50%) or more of the total combined voting power of all classes of stock of such entity.

     “ SUBSTITUTE AWARDS ” shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines.

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SECTION 3. ADMINISTRATION.

     The Plan shall be administered by the Committee. The Committee shall have the responsibility of construing and interpreting the Plan and of establishing and amending such rules and regulations as it deems necessary or desirable for the proper administration of the Plan. Any decision or action taken or to be taken by the Committee, arising out of or in connection with the construction, administration, interpretation and effect of the Plan and of its rules and regulations, shall, to the maximum extent permitted by applicable law, be within its absolute discretion (except as otherwise specifically provided herein) and shall be conclusive and binding upon all Participants and any person claiming under or through any Participant.

     Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards, if any, to be granted to an Eligible Employee: (iii) determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards: (iv) determine the terms and conditions of any Award: (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances, cash, Common Stock, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee: (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan: and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan (including authorizing another committee of the Board to designate Participants or make Awards under the Plan within limits prescribed by the Committee).

SECTION 4. SHARES AVAILABLE FOR AWARDS.

     (a)  Shares Available for Issuance . The maximum number of shares of Common Stock in respect of which Awards may be made under the Plan shall be a total of 7,000,000 shares of Common Stock plus (i) the number of shares of Common Stock to be delivered upon exercise of the Adjusted Options and (ii) the number of shares required to satisfy any outstanding incentive unit awards under the Prior Plan. Notwithstanding the foregoing, but subject to the provisions of Section 4(b), in no event shall the number of shares of Common Stock issued under the Plan with respect to (x) Incentive Stock Options exceed 5,000,000, (y) Incentive Stock or Incentive Units exceed 2,235,000 or (z) Other Stock-Based Awards exceed 1,000,000. Shares of Common Stock may be made available from the authorized but unissued shares of the Company or from shares held in the Companys treasury and not reserved for some other purpose. In the event that any Award is paid solely in cash, no shares shall be deducted from the number of shares available for issuance by reason of such Award. Shares of Common Stock subject to Awards that are forfeited, terminated, canceled or settled without the delivery of Common Stock under the Plan will again be available for Awards under the Plan, as will (A) shares of Common Stock tendered (either