EX-4.4



 










AETNA INC.

2006 EMPLOYEE STOCK PURCHASE PLAN



1. Purpose of the Plan. The purpose of the Plan is to provide employment incentive
through a capital accumulation opportunity, link employee and shareholder interests,
and provide an opportunity for employees of the Company and its Participating
Subsidiaries to purchase Common Stock through payroll deductions.





	2.	 	Definitions.






“Board” means the Company’s Board of Directors.




“Code” means the Internal Revenue Code of 1986, as amended from time to time.




“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 the Company and any Subsidiary thereof and any employee benefit plan
sponsored or maintained by the Company 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 the Company representing 20 percent or more of the combined
voting power of the Company’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 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 paragraph (ii); or




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




Notwithstanding the foregoing, in no event shall a “Change-in-Control” be deemed to
have occurred (i) as a result of the formation of a Holding Company, or (ii) with
respect to any Employee, if such Employee is part of a “group”, within the meaning
of Section 13(d)(3) of the Exchange Act as in effect on the effective date, which
consummates the Change-in-Control transaction. In addition, for purposes of the
definition of “Change-in-Control” a person engaged in business as an underwriter of
securities shall not be deemed to be the “beneficial owner” of, or to “beneficially
own,” any securities acquired through such person’s participation in good faith in
a firm commitment underwriting until the expiration of forty days after the date of
such acquisition.




“Committee” means the Board’s Committee on Compensation and Organization or such
other committee of the Board designated by the Board to administer the Plan.




“Common Stock” means the common shares, $.01 par value of the Company.



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“Company” means Aetna Inc., a Pennsylvania corporation.




“Compensation” means annual base salary during a Purchase Period and does not include
any bonus, severance or overtime payment, disability payment, contributions to an
employee benefit plan or other similar payment or contribution.




“Continuous Status as an Employee” means the absence of any interruption or
termination of service as an Employee. Continuous Status as an Employee shall not be
considered interrupted in the case of (i) sick leave, (ii) military leave, (iii) any
other leave of absence approved by the Company, provided that such leave is for a
period of not more than ninety (90) days, unless reemployment upon the expiration of
such leave is guaranteed by contract or statute, or unless provided otherwise
pursuant to Company policy adopted from time to time, or (iv) in the case of
transfers between locations of the Company or between the Company and its
Participating Subsidiaries.




“Employee” means any person, including an officer, who is an employee of the Company
or one of its Participating Subsidiaries for tax purposes and who is employed at
least twenty-one (21) days prior to the Grant Date of an Offering (or such shorter
period as the Company, in its sole discretion, may determine).




“Expiration Date” means the last day of an Offering as designated by the Committee,
which, in any event, shall not be more than twenty-seven (27) months after the Grant
Date.




“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.




“Holding Company” means an entity that becomes a holding company for the Company or
its business as part of any reorganization, merger, consolidation or other
transaction, provided that the outstanding shares of common stock of such entity and
the combined voting power of the then outstanding voting securities of such entity
entitled to vote generally in the election of directors is, immediately after such
reorganization, merger, consolidation or other transaction, beneficially owned,
directly or indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners of the outstanding shares of common stock and the
combined voting power of the outstanding voting securities, respectively, of the
Company immediately prior to such reorganization, merger, consolidation or other
transaction in substantially the same proportions as their ownership, immediately
prior to such reorganization, merger, consolidation or other transaction, of such
outstanding voting stock.




“Grant Date” means the first business day of each Purchase Period of the Plan.




“Offering” means the grant of Purchase Rights under the Plan.




“Participating Subsidiary” means the Subsidiaries that have been designated by the
Committee or the Board from time to time in its sole discretion as eligible to
participate in one or more Offerings under the Plan; provided however that the Board
shall only have the discretion to designate Subsidiaries if the grant of Purchase
Rights to such Subsidiary Employees pursuant to the Plan would not cause the Company
to incur material adverse accounting charges.




“Plan” means the Aetna Inc. 2006 Employee Stock Purchase Plan, a plan intended to
qualify under Section 423 of the Code.




“Purchase Period” means the period of an Offering beginning on the Grant Date and
ending on the



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Expiration Date.




“Purchase Rights” means rights to purchase shares of Common Stock under the Plan on
the terms or conditions set forth herein and as determined by the Committee as
provided hereunder.




“Subsidiary” means any company in an unbroken chain of companies beginning with (and
including) the Company in which each company other than the last company in the
unbroken chain owns stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other companies in such chain.


3. Administration of the Plan. The Committee shall administer the Plan. The Committee
shall have full power and authority to construe and interpret the Plan and may from
time to time adopt such rules and regulations for carrying out the Plan, as it may deem
best. Decisions of the Committee shall be final, conclusive and binding upon all
parties, including the Company, its shareholders and its employees.



The Committee may in its sole discretion determine from time to time that the Company
shall grant Purchase Rights under an Offering to all of the then eligible Employees,
provided, however, that it shall be under no obligation to do so.



4. Participation in the Plan. The individuals who shall be eligible to receive grants
of Purchase Rights under an Offering shall be all Employees of the Company or of any
Participating Subsidiary who are so employed by the Company or Participating Subsidiary
on the Grant Date of such Offering; provided, however, that no individual shall be
eligible to effect a purchase under an Offering if immediately thereafter and after
giving effect thereto, the aggregate value or voting power of all shares of stock of
the Company and any Subsidiary then owned by such individual, either directly or
indirectly, within the meaning of the applicable sections of the Code and including all
shares of stock with respect to which such individual holds options, would equal or
exceed in the aggregate 5% of the total value or combined voting power of all classes
of stock of the Company or any Subsidiary.



5. Stock.





(a) The stock subject to an Offering shall be authorized but unissued shares of
Common Stock. Subject to adjustment in accordance with the provisions of paragraph
11(f) hereof, the total number of shares of Common Stock which may be the subject of
Offerings under the Plan shall not exceed in the aggregate 6,500,000 shares.




(b) In the event that any shares of Common Stock, which are the subject of an
Offering, are not purchased, such unpurchased shares of Common Stock may again be
available for subsequent Offerings.


6. Number of Shares That an Employee May Purchase.





(a) An eligible Employee may elect to purchase through payroll deductions under an
Offering a number of whole shares of Common Stock determined by the Committee from
time to time.




(b) The number of whole shares of Common Stock that a participating Employee may
purchase on the Expiration Date shall be determined by dividing such Employee’s
contributions accumulated prior to such Expiration Date and retained in such
Employee’s account as of the Expiration Date by the applicable purchase price;
provided, however, that such purchase shall be subject to the limitations set forth
in this Section 6.




(c) Notwithstanding the foregoing provisions of the Plan, no eligible Employee may
elect to purchase under Offerings in any single calendar year a number of whole shares
of Common Stock which,



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together with all other shares in the Company and
Subsidiaries which the Employee may be entitled to purchase in such year pursuant to
an Offering and under any other employee stock purchase plan, as defined in Section
423 of the Code, has an aggregate fair market value (measured in each case as of the
Grant Date) in excess of $25,000.


7. Participation.





(a) An eligible Employee may become a participant in the Plan by completing a
subscription agreement and any other required documents provided by the Company and
submitting them in the form and manner designated by the Company.




(b) Unless otherwise determined by the Company, payroll deductions in respect of an
Offering shall commence on the first full payroll period beginning on or after the
Grant Date of such Offering and shall end on the last payroll period ending prior to
the Expiration Date of such Offering, unless sooner terminated by the participating
Employee as provided in Section 10.


8. Method of Payment of Contributions.





(a) A participating Employee shall elect to have payroll deductions made on each
payday during the Offering in whole percentages from one percent (1%) to, and not
exceeding, ten percent (10%) of such participating Employee’s Compensation during the
Offering. All payroll deductions made by a participating Employee shall be credited
to his or her account under the Plan. A participating Employee may not make any
additional payments into such account.




(b) A participating Employee may discontinue his or her participation in the Plan as
provided in Section 10.




(c) Notwithstanding the foregoing, to the extent necessary to comply with Section
423(b)(8) of the Code and Section 6 hereof, the Company may cause a participant’s
payroll deductions to be decreased in respect of an Offering year to zero percent
(0%).


9. Exercise of Purchase Rights. Unless a participating Employee withdraws from the
Plan as provided in Section 10, his or her right to purchase whole shares in any
Offering will be exercised automatically on each Expiration Date of an Offering, and
the maximum number of whole shares subject to the Purchase Right will be purchased at
the applicable purchase price with the accumulated contributions in his or her account.



10. Voluntary Withdrawals; Termination of Employment.





(a) A participating Employee may withdraw all but not less than all the contributions
credited to his or her account under the Plan at any time prior to the Expiration
Date of an Offering by notifying the Company in the form and manner designated by the
Company. All of the participating Employee’s contributions credited to his or her
account will be paid to him or her not later than sixty (60) days after receipt of
his or her notice of withdrawal and his or her Purchase Right for the then current
Offering will be automatically terminated, and no further contributions for the
purchase of Common Stock will be permitted or made during the Offering.




(b) Upon termination of the participating Employee’s Continuous Status as an Employee
prior to the Expiration Date of an Offering for any reason, whether voluntary or
involuntary, including retirement
or death, the contributions credited to his or her account will be returned to him or
her or, in the case of his or her death, to the Employee’s estate, and his or her
Purchase Right will be automatically terminated.



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(c) A participating Employee’s withdrawal from an Offering will not have any effect
upon his or her eligibility to participate in a succeeding Offering or in any similar
plan that may hereafter be adopted by the Company.


11. Terms and Conditions of Offerings.




     (a) General:




The Offerings shall be in such form as the Committee shall from time to time
approve, and shall contain such terms and conditions as the Committee shall
prescribe not inconsistent with the Plan.



     (b) Purchase Price:




The purchase price per share will be established by the Committee for each
offering but in no event will the purchase price per share be less than 85% of the
lower of the Fair Market Value of a share of Common Stock on the Grant Date and
the Expiration Date.



     (c) Term of Offerings:




Each Offering shall commence on the Grant Date and terminate, subject to earlier
termination by the Committee, on the Expiration Date.



     (d) Employee’s Purchase Directions:




Each Offering shall provide that the participating Employee at the conclusion of
the Purchase Period may purchase all of the whole shares purchasable in such
Offering with the contributions credited to such Employee’s account unless such
Employee shall, in the manner provided for in the Offering, notify the Company as
set forth in Section 10 that the Employee does not desire to purchase any of such shares.



     (e) Change-in-Control:




Upon a Change-in-Control, the Expiration Date shall be deemed to have occurred
immediately prior to such Change-in-Control and, unless an Employee shall have
withdrawn from the Plan as provided in Section 10, all then outstanding Purchase
Rights shall be deemed to have been exercised on such Expiration Date as provided
in Section 9.



     (f) Adjustments:




In the event that the Committee shall determine that 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 affects the Common Stock such that an adjustment is required in
order to preserve or prevent an enlargement of the benefits or potential benefits
intended to be made available under this Plan, then the Committee shall, in its
sole discretion, and in such manner as the Committee may deem equitable, adjust
any or all of (1) the number and kind of shares which thereafter may be made the
subject of Offerings under the Plan, (2) the number and kind of shares subject to
outstanding Offerings and (3) the purchase price with respect to any of the
foregoing and/or, if deemed appropriate, make provision for a cash payment to a person who
has outstanding Purchase Rights provided, however, that the number of shares
subject to any such Purchase Rights shall always be a whole number.



     (g) Assignability:



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No rights hereunder shall be assignable or transferable.



     (h) Employee’s Agreement:




If, at the time of the purchase of shares which are covered by Purchase Rights
under an Offering, in the opinion of counsel for the Company, it is necessary or
desirable, in order to comply with any applicable laws or regulations relating to
the sale of securities, that the Employee purchasing such shares shall agree that
such Employee will purchase such shares for investment and not with any present
intention to resell the same, the Employee will, upon the request of the Company,
execute and deliver to the Company an agreement to such effect. The Company may
also require that a legend setting forth such investment intention be stamped or
otherwise written on the certificates for shares purchased pursuant to the Plan.



     (i) Rights as a Shareholder:




An Employee who has been granted Purchase Rights hereunder shall have no rights as
a shareholder with respect to shares covered by such Purchase Rights until the
date of the issuance of the shares to the Employee. No adjustment will be made for
dividends or other rights for which the record date is prior to the date of such
issuance. For purposes of the Plan, the Company, in lieu of the issuance of
certificates, may utilize a book entry account system for recording ownership of
shares of Common Stock, subject to the rules generally applicable to such system.



     (j) Interest:




No interest shall accrue on payroll deductions made under or pursuant to the Plan
or any Offering hereunder.



12. Term of Plan. No grant of Purchase Rights shall be made after July 1, 2011.



13. Amendments. The Plan is wholly discretionary in nature. As such, the Board may, in
its sole discretion, from time to time alter, amend, suspend, or discontinue the Plan
or alter or amend any and all Purchase Rights or terminate any Offering; provided,
however, that no such action of the Board may, without the approval of the
shareholders, make any amendment for which shareholder approval is necessary to comply
with any tax or regulatory requirement with which the Committee has determined it is
necessary or advisable to have the Company comply. Subject to the limitations in this
Section 13 relating to shareholder approval, the Committee may, in its sole discretion,
make such amendment or modification to the Plan or any Purchase Rights granted
hereunder as is necessary or desirable to comply with, or effectuate administration of,
the Plan under the laws, rules or regulations of any foreign jurisdiction, the laws of
which may be applicable to the Plan or its participants hereunder.



14. Application of Funds. The proceeds received by the Company from the sale of the
Common Stock pursuant to an Offering will be used for general corporate purposes.



15. Governing Law. The Plan and all Offerings shall be construed in accordance with
and governed by the laws of the Commonwealth of Pennsylvania without regard to the
choice of law rules thereunder.



16. Additional Restrictions of Rule 16b-3. The terms and conditions of Purchase Rights
granted hereunder to, and the purchase of shares of Common Stock by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of Rule
16b-3 thereunder. The Plan shall be deemed to contain, and such Purchase Rights shall
contain, and the shares of Common Stock issued upon exercise thereof shall be subject
to, such additional conditions and restrictions as may be required by such Rule 16b-3
to qualify for the maximum exemption from such Section 16 with respect to Plan
transactions.




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