ex10_13.htm


    
      
        
          

        

      

      Exhibit
10.13

      
        


        Adopted
on

        September
29, 2000

        Amended
on January 25, 2002

        Restated
on March 11, 2005 as a

        result of
two-for-one stock split

        Amended
on December 2, 2005

        Restated
on February 17, 2006

        as a
result of two-for-one

        stock
split

        Amended
on January 26, 2007

        Corrected
March 30, 2007

        Amended
December 5, 2008

      

       

       

      AETNA
INC.

      NON-EMPLOYEE
DIRECTOR COMPENSATION PLAN

      


      


      SECTION
1.       ESTABLISHMENT OF PLAN;
PURPOSE.

       

      The Plan
is hereby established to permit Eligible Directors of the Company, in
recognition of their contributions to the Company, to receive Shares in the
manner described below.  The Plan is intended to enable the Company to
attract, retain and motivate qualified Directors and to enhance the long-term
mutuality of interest between Directors and stockholders of the
Company.

       

      SECTION
2.       DEFINITIONS.

       

      When used
in this Plan, the following terms shall have the definitions set forth in this
Section:

       

      “Accounts” shall mean an
Eligible Director’s Stock Unit Account and Interest Account, as described in
Section 9.

       

      “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.

       

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

       

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

       

      “Committee” shall mean the
Nominating and Corporate Governance Committee of the Board of Directors or such
other committee of the Board as the Board shall designate from time to
time.

       

      “Company” shall mean Aetna
U.S. Healthcare Inc., a Pennsylvania corporation.  Following
consummation of the transactions contemplated by the Merger Agreement, Aetna
U.S. Healthcare Inc. will change its name to Aetna Inc.

       

      “Compensation” shall mean the
annual retainer fees earned by an Eligible Director for service as a Director,
the annual retainer fee, if any, earned by an Eligible Director for service as a
member of a committee of the Board of Directors; and any fees earned by an
Eligible Director for attendance at meetings of the Board of Directors and any
of its committees.

       

      
        
           


        

        
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      “Director” shall mean any
member of the Board of Directors, whether or not such member is an Eligible
Director.

       

      “Disability” shall mean an
illness or injury that lasts at least six months, is expected to be permanent
and renders a Director unable to carry out his/her duties.

       

      “Effective Date” shall mean
the date on which the transactions contemplated by the Merger Agreement are
consummated.

       

      “Eligible Director” shall mean
a member of the Board of Directors who is not an employee of the
Company.

       

      “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.

       

      “Fair Market Value” shall mean
on any date, with respect to a Share, the closing price of a Share as reported
by the Consolidated Tape of the 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.

       

      “Government Service” shall
mean the appointment or election of the Eligible Director to a position with the
federal, state or local government or any political subdivision, agency or
instrumentality thereof.

       

      “Grant” shall mean a grant of
Units under Section 5, Options under Section 7 and Other Stock Based Awards
under Section 12.

       

      “Interest Account” shall mean
the bookkeeping account established to record the interests of an Eligible
Director with respect to deferred Compensation that is not deemed invested in
Units.

       

       “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.

       

      “Option” shall mean the right
granted under Section 7 to purchase the number of shares of Stock specified by
the Board of Directors, at a price and for the term fixed by the Board of
Directors in accordance with the Plan and subject to any other limitations and
restrictions as this Plan and the Board of Directors shall impose, which such
option is not intended to qualify as an “incentive stock option” under Section
422 of the Code.

       

      “Other Stock Based Awards”
means any right granted under Section 12.

       

      “Prior Plan” shall mean the
Aetna Inc. Non-Employee Director Deferred Stock and Deferred Compensation
Plan.

       

      “Retirement” shall mean (i)
with respect to Units outstanding on January 26, 2007 and (ii) with respect to
Units issued after January 26, 2007, termination of service as a Director on or
after age 72.

       

      “Section 409A” shall mean
Section 409A of the Code and the regulations issued thereunder, as amended from
time to time.

       

      “Shares” shall mean shares of
Stock.

       

      “Stock” shall mean the Common
Shares, $.01 par value, of the Company.

       

      
        
           


        

        
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      “Stock Unit Account” shall
mean, with respect to an Eligible Director who has elected to have deferred
amounts deemed invested in Units, a bookkeeping account established to record
such Eligible Director’s interest under the Plan related to such
Units.

       

      “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.

       

      “Unit” shall mean a
contractual obligation of the Company to deliver a Share or pay cash based on
the Fair Market Value of a Share to an Eligible Director or the beneficiary or
estate of such Eligible Director as provided herein.

       

      “Year of Service as a
Director” shall mean a period of 12 months of service as a Director,
measured from the effective date of a Unit.

       

      SECTION
3.       ADMINISTRATION.

       

      The Plan
shall be administered by the Board of Directors. The Board of Directors 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 Board of Directors, 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
Eligible Directors and any person claiming under or through any Eligible
Director.

       

      Subject
to the terms of the Plan and applicable law, and in addition to other express
powers and authorizations conferred on the Board of Directors by the Plan, the
Board of Directors shall have full power and authority to: (i) determine the
number of Shares to be covered by, or with respect to which payments, rights, or
other matters are to be calculated in connection with, Units and Options; (ii)
determine the terms and conditions of any Option; (iii) interpret and administer
the Plan and any instrument or agreement relating to, or Grant made under, the
Plan; (iv) 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 (v) make any other determination and take any other action that
the Board of Directors deems necessary or desirable for the administration of
the Plan.

       

      The Plan
shall be administered such that awards under the Plan shall be deemed to be
exempt under Rule 16b-3 of the Securities and Exchange Commission under the
Exchange Act (“Rule 16b-3”), as such Rule is in effect on the Effective Date of
the Plan and as it may be subsequently amended from time to time.

       

      SECTION
4.       SHARES AUTHORIZED FOR
ISSUANCE.

       

      4.1           Maximum Number of
Shares.  The aggregate number of Shares with respect to which
Grants may be awarded to Eligible Directors under the Plan shall not exceed
250,000 Shares, subject to adjustment as provided in Section 4.2 below, plus
that number of Shares equal to the aggregate number of Shares credited to each
Eligible Director’s Stock Unit Account as a result of transfers of stock units
from the Prior Plan pursuant to Section 9.10.  If any Unit or Option
is settled in cash or is forfeited without a distribution of Shares, the Shares
otherwise subject to such Unit or Option shall again be available for Grants
hereunder.  [As of March 11, 2005, the shares available for issuance
under the Plan were adjusted  pursuant to Section 4.2 as a result of
the Company’s 2005 2-for-1 stock split.  As of February 17, 2006, the
shares available 


      
        
           


        

        
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      for issuance under the Plan were adjusted pursuant to
Section 4.2 as a result of the Company’s 2006 2-for-1 stock split.]

       

      4.2           Adjustment for Corporate
Transactions.  In the event that any stock dividend,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Stock at a price substantially below Fair Market
Value, or other similar event affects the Stock such that an adjustment is
required to preserve, or to prevent enlargement of, the benefits or potential
benefits made available under the Plan, then the Board of Directors shall adjust
the number and kind of shares which thereafter may be awarded under the Plan and
the number of Units and Options and the exercise price thereof that have been,
or may be, granted under the Plan.  Additionally, the Board of
Directors may make provisions for a cash payment to an Eligible Director; to the
extent any amount constitutes “deferred compensation” within the meaning of
Section 409A, no such provision shall change the timing or form of payment of
such amount unless such changes are permitted under Section 409A.

       

      SECTION
5.       UNIT GRANTS.

       

      5.1           Unit Awards.  Each
Eligible Director (other than any Eligible Director who has received an award
under the Prior Plan) who is first elected or appointed to the Board of
Directors on or
after the Effective Date of the Plan shall be awarded 6,000 Units on such date
(or such other number of Units as the Board shall determine).  In
addition, on the date of each Annual Meeting of Shareholders of the Company
occurring after 2000 and during the term of the Plan an eligible Director
serving as a Director on such date shall be awarded such number of Units as the
Board shall
determine.

       

      5.2           Delivery of
Shares.  Subject to satisfaction of the applicable vesting
requirements set forth in Section 6 and except as otherwise provided in Section
8 or in the award agreement, all Shares that are subject to any Units shall be
delivered to an Eligible Director and transferred on the books of the Company on
the date which is the first business day of the month immediately following the
termination of such Eligible Director’s service as a
Director.  Notwithstanding the foregoing, an Eligible Director may
elect that all or a portion of his or her Units shall be payable in cash on the
first business day of the month immediately following the termination of such
Eligible Director’s service as a Director.  Any fractional Shares to
be delivered in respect of Units shall be settled in cash based upon the Fair
Market Value on the date any whole Shares are transferred on the books of the
Company to the Eligible Director or the Eligible Director’s
beneficiary.  The amount of any cash payment shall be determined by
multiplying the number of Units and the number of Units subject to a cash
payment election by the Fair Market Value on the last business day preceding the
payment date.  Upon the delivery of a Share (or cash with respect to a
whole or fractional Share) pursuant to the Plan, the corresponding Unit (or
fraction thereof) shall be canceled and be of no further force or
effect.  If an award agreement provides for accelerated payment upon
acceptance of a position in Government Service, such acceleration shall be made
only to the extent permitted under Section 409A (including those provisions
relating to compliance with ethics agreements with the Federal Government,
ethics laws and conflict of interest laws).

       

      5.3           Dividend
Equivalents.  An Eligible Director shall have no rights as a
shareholder of the Company with respect to any Units until Shares are delivered
to the Director pursuant to this Section 5 hereof; provided that, each Eligible
Director shall have the right to receive an amount equal to the dividend per
Share for the applicable dividend payment date (which, in the case of any
dividend distributable in property other than Shares, shall be the per Share
value of such dividend, as determined by the Company for purposes of income tax
reporting) times the number of Units held by such Eligible Director on the
record date for the payment of such dividend (a “Dividend
Equivalent”).  Each Eligible Director may elect, prior to any calendar
year, whether the Dividend Equivalent will be (i) paid in cash, on each date on
which dividends are paid to shareholders with respect to Shares; (ii) treated as
reinvested in an additional 


      
        
           


        

        
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      number of Units determined by dividing (A) the cash
amount of any such dividend by (B) the Fair Market Value on the related dividend
payment date (in which case, such additional Units shall be payable as provided
herein); or (iii) deferred and credited to the Eligible Director’s Interest
Account pursuant to Section 9.4.

       

       

      SECTION
6.       UNIT VESTING.

       

      6.1           Service
Requirements.  Except as otherwise provided in this Section 6
or Section 8, an Eligible Director shall vest in his or her Units as provided in
this Section 6.1.  If an Eligible Director terminates service prior to
the completion of three Years of Service as a Director, the number of Shares to
be delivered to such Eligible Director in respect of Units granted upon his or
her election to the Board shall equal the amount obtained by multiplying 6,000
by a fraction, the numerator of which is the number of full months of service
completed by such Director from the applicable date of Unit grant (counting any
partial month of service as a full month) and the denominator of which is
36.  If an Eligible Director terminates service prior to the
completion of

      one Year
of Service as a Director from the date of Unit grant with respect to any annual
grant of Units made hereunder, the number of Shares to be delivered to such
Eligible Director in respect of such Unit grant shall equal the amount obtained
by multiplying the number of Units subject to such Unit grant by a fraction, the
numerator of which is the number of full months of service completed by such
Director from the applicable date of the Unit grant (counting any partial month
of service as a full month) and the denominator of which is
12.  Notwithstanding the foregoing, and except as provided in Section
6.2, if the Eligible Director terminates service by reason of his/her death,
Disability, Retirement, or acceptance of a position in Government Service prior
to the completion of the period of service required to be performed to fully
vest in any Unit grant, all Shares that are the subject of such Unit grant (or,
if elected by the Eligible Director, the value thereof in cash) shall be
delivered to such Eligible Director (or the Eligible Director’s beneficiary or
estate).

      


      6.2           Six Months’ Minimum
Service.  If an Eligible Director has completed less than six
consecutive months of service as a Director, all Units held by such Eligible
Director shall be immediately forfeited.  If an Eligible Director has
completed less than six consecutive months of service from any date on which any
annual grant of Units is made, all Units held by such Eligible Director that
relate to such annual grant of units shall be immediately
forfeited.

       

      6.3           Distribution on
Death.  Except as provided in Section 6.2, in the event of the
death of an Eligible Director, the Shares corresponding to such Units or, at the
election of the Eligible Director’s beneficiary or estate, the Fair Market Value
thereof in cash shall be delivered to the beneficiary designated by the Eligible
Director on a form provided by the Company, or, in the absence of such
designation, to the Eligible Director’s estate.

       

      SECTION
7.       STOCK OPTIONS.

       

      (a)  Grant.  Subject to
the provisions of the Plan, the Board of Directors shall have the authority to
award Options to an Eligible Director and to determine (i) the number of Shares
to be covered by each Option, (ii) subject to Section 7(b), the exercise price
of the Option and (iii) the conditions and limitations applicable to the
exercise of the Option.

       

      (b)  Exercise
Price.  The exercise price of an Option shall not be less than
100% of the Fair Market Value on the date of grant.

       

      (c)  Exercise.  Each
Option shall be exercised at such times and subject to such terms and conditions
as the Board of Directors may specify at the time of the award of such Option or
thereafter. No shares shall be delivered pursuant to any exercise of an Option
unless arrangements satisfactory to the Board of Directors have been made to
assure full payment of the exercise price therefor. Without limiting the
generality of the foregoing, payment of the exercise price may be made in cash
or its equivalent or, if and to the extent permitted by the Board of Directors
by 


      
        
           


        

        
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      exchanging Shares owned by the Eligible Director
(which are not the subject of any pledge or other security interest) either
actually or by attestation, or by a combination of the foregoing, provided that
the combined value of all cash and cash equivalents and the Fair Market Value of
any such Shares so tendered to the Company, valued as of the date of such
tender, is at least equal to such exercise price.

       

      (d) No
Eligible Director shall have any rights as a shareholder with respect to any
Shares to be issued pursuant to any Option under the Plan prior to the issuance
thereof.

       

      SECTION
8.       CHANGE IN CONTROL.

       

      8.1           Immediate
Vesting.  Upon the occurrence of a Change in Control, each
Eligible Director’s right and interest in Units and Options which have not
previously vested shall become vested and nonforfeitable.

       

      8.2           Cash
Settlement.  (a) (i) Upon the occurrence of a Change in
Control, in lieu of delivering Shares with respect to the Units then held by an
Eligible Director, the Company shall pay such Eligible Director, not later than
60 days after the Change in Control occurs, cash in an aggregate amount equal to
the product of (x) the number of Shares that are subject to all Units credited
to such Eligible Director at the time of the Change in Control multiplied by (y)
the Fair Market Value on the date of the Change in Control.

       

      (ii)           Upon
the occurrence of a Change in Control, the Company shall pay to each Eligible
Director cash in an amount equal to the accrued value of such Eligible
Director’s Interest Account.

       

      (b)           Upon
the occurrence of a Change in Control, in lieu of delivering Shares with respect
to each Option then held by an Eligible Director, the Company shall pay such
Eligible Director, not later than 60 days after the Change in Control occurs,
cash in an aggregate amount equal to the product of (i) the number of Shares
that are subject to each Option held by such Eligible Director at the time of
the Change in Control multiplied by (ii) the amount by which the Fair Market
Value on the date of the Change of Control exceeds the exercise price of such
Option.

       

      (c)           Notwithstanding
(a) and (b) above, payment of any amount that constitutes “deferred
compensation” under Section 409A shall vest as provided above but payment shall
not be accelerated due to the Change in Control unless the Change in Control
also satisfies the broadest definition of change in control permitted under
Section 409A.

       

      8.3           Definition.  “Change
in Control” shall mean the occurrence of any of the following
events:

       

      (i)           When
any “person” as defined in Section 3(a)(9) of 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 


      
        
           


        

        
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      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 stockholder 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 a
Director if the Director is part of a “group”, within the meaning of Section
13(a)(3) of the Exchange Act as in effect on the effective date of the Change in
Control transaction.  In addition, for purposes of the definition of
“Change in Control” a person engaged in the business as an underwriter of
securities shall not be deemed to be a “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.

      


      For
purposes of this Section 8.3, the term 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.

      


      SECTION
9.       DEFERRED COMPENSATION
PROGRAM.

       

      9.1           Election to
Defer.  On or before December 31 of any calendar year, an
Eligible Director may elect to defer receipt of all or any part of any
Compensation payable in respect of the calendar year following the year in which
such election is made, and to have such amounts credited, in whole or in part,
to a Stock Unit Account or an Interest Account.  Any person who shall
become an Eligible Director during any calendar year may elect, not later than
the 30th day
after his or her term as a Director begins, to defer payment of all or any part
of his or her Compensation payable for the portion of such calendar year
following such election period.

       

      9.2           Method of
Election.  A deferral election shall be made by written notice
filed with the Corporate Secretary of the Company.  Such election
shall continue in effect (including with respect to Compensation payable for
subsequent calendar years) unless and until the Eligible Director revokes or
modifies such election by written notice filed with the Corporate Secretary of
the Company.  Any such revocation or modification of a deferral
election shall become effective as of the end of the calendar year in which such
notice is given and only with respect to Compensation payable for services
rendered thereafter. Amounts credited to the Eligible Director’s Stock Unit
Account prior to the effective date of any such revocation or modification of a
deferral election shall not be affected by such revocation or modification and
shall be distributed only in accordance with the otherwise applicable terms of
the Plan.  An Eligible Director who has revoked an election to
participate in the Plan may file a new election to defer Compensation payable
for services to be rendered in the calendar year following the year in which
such election is filed.

       


      
        
           


        

        
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      9.3           Investment
Election.  At the time an Eligible Director elects to defer
receipt of Compensation pursuant to Section 9.1, the Eligible Director shall
designate in writing the portion of such Compensation, stated as a whole
percentage, to be credited to the Interest Account (or such other account as may
be established from time to time by the Committee) and the portion to be
credited to the Stock Unit Account.  If an Eligible Director fails to
notify the Corporate Secretary as to how to allocate any Compensation between
the Accounts, 100% of such Compensation shall be credited to the Interest
Account.  By written notice to the Corporate Secretary of the Company,
an Eligible Director may change the manner in which the Compensation payable
with respect to services rendered after the end of such calendar year are
allocated among the Accounts.

       

      9.4           Dividend
Equivalents.  In addition to the deferral of Compensation
permitted under Section 9.1, an Eligible Director may elect, in the manner and
at the time described in Section 5.3, to have Dividend Equivalents payable in
respect of his or her Units credited to his or her Interest Account in the
manner and at the time described in such Section 5.3.

       

      9.5           Interest
Account.  Any Compensation allocated to the Interest Account
shall be credited to the Interest Account as of the date such Fees would have
been paid to the Eligible Director.  Any amounts credited to the
Interest Account shall be credited with interest at the same rate and in the
manner in which interest is credited under the Fixed Investment Fund (or, if
such fund no longer exists, the fund with the investment criteria most clearly
comparable to that of such Fund) under the Aetna Inc. Incentive Savings Plan (or
any successor thereto).

       

      9.6           Stock Unit
Account.  Any Compensation allocated to the Stock Unit Account
shall be deemed to be invested in a number of Units equal to the quotient of (i)
such Compensation divided by (ii) the Fair Market Value on the date the Fees
then being allocated to the Stock Unit Account would otherwise have been
paid.  Fractional Units shall be credited, but shall be rounded to the
nearest hundredth percentile, with amounts equal to or greater than .005 rounded
up and amounts less than .005 rounded down.  Whenever a dividend other
than a dividend
payable in the form of Shares is declared with respect to the Shares, the number
of Units in the Eligible Director’s Stock Unit Account shall be increased by the
number of Units determined
by dividing (i) the product of (A) the number of Units in the Eligible
Director’s Stock Unit Account on the related dividend record date, and (B) the
amount of any cash dividend declared by the Company on a Share (or, in the case
of any dividend distributable in property other than Shares, the per share value
of such dividend, as determined by the Company for purposes of income tax
reporting), by (ii) the Fair Market Value on the related dividend payment
date.  In the case of any dividend declared on Shares which is payable
in Shares, the Eligible Director’s Stock Unit Account shall be increased by the
number of Units equal to the product of (i) the number of Units credited to the
Eligible Director’s Stock Unit Account on the related dividend record date, and
(ii) the number of Shares (including any fraction thereof) distributable as a
dividend on a Share.

       

      9.7           Distribution
Election.  At the time an Eligible Director makes a deferral
election pursuant to Section 9.1, the Eligible Director shall also file with the
Corporate Secretary of the Company a written election ( a “Distribution
Election”) with respect to whether:

       

      (i) the
aggregate amount, if any, credited to the Interest Account at any time and the
value of any Units credited to the Stock Unit Account shall be distributed in
cash, in Shares or in a combination thereof at the election of the
Director;

       

      (ii) such
distribution shall commence on the first business day of the calendar month
following the date the Eligible Director ceases to be a Director or on the first
business day of any calendar year following the calendar year in which the
Eligible Director ceases to be a Director; and

       


      
        
           


        

        
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      (iii)
such distribution shall be in one lump sum payment or in such number of annual
installments (not to exceed ten) as the Eligible Director may
designate.

       

      The
amount of any installment payment shall be determined by multiplying the amount
credited to the Accounts of an Eligible Director immediately prior to the
distribution by a fraction, the numerator of which is one and the denominator of
which is the number of installments (including the current installment)
remaining to be paid.  An Eligible Director may change the timing or
form of distribution under (ii) or (iii) above only if such
change:  (I) is made at least twelve (12) months before the
distribution otherwise would be made, (II) does not take effect until twelve
(12) months after it is made, (III) delays commencement of the distribution by
at least five (5) years, and (IV) otherwise complies with the requirements of
Section 409A.

       

      9.8           Financial Hardship
Withdrawal.  If an Eligible Director experiences an
“unforeseeable emergency” as defined in Section 409A, the Eligible Director may
submit to the Corporate Secretary of the Company a written request for a
distribution, including such documentation as the Committee may
request.  The Committee shall review the request and make a
determination approving or denying the requested distribution.  If
approved, distribution shall be made on the first business day of the month
following the approval and shall be limited to such amount as is reasonably
necessary to alleviate the Eligible Director’s emergency need, taking into
account other assets available to the Director to the extent required by Section
409A.

       

      9.9           Timing and Form of
Distributions.  Any distribution to be made hereunder, whether
in the form of a lump sum payment or installments, following the termination of
an Eligible Director’s service as a Director shall commence in accordance with
the Distribution Election made by the Eligible Director pursuant to Section
9.7.  If an Eligible Director fails to specify a form of payment for a
distribution in accordance with Section 9.7, the distribution from the Interest
Account shall be made in cash and the distribution from the Stock Unit Account
shall be made in Shares.  If an Eligible Director fails to specify in
accordance with Section 9.7 a commencement date for a distribution or whether
such distribution shall be made in a lump sum payment or a number of
installments, such distribution shall be made in a lump sum payment and commence
on the first business day of the month immediately following the date on which
the Eligible Director ceases to be a Director.  In the case of any
distribution being made in annual installments, each installment after the first
installment shall be paid on the first business day of each
subsequent calendar year until the entire amount subject to such Distribution
Election shall have been paid.

       

      9.10         
Effect on Prior
Plan.  Subject to approval of the Company’s sole shareholder
and the consummation of the transactions contemplated by the Merger Agreement,
the amounts standing to the credit of each Eligible Director’s stock unit
account under the Prior Plan shall be transferred to the Plan and credited to
the Eligible Director’s Stock Unit Account.  Any elections in effect
under such Prior Plan shall be deemed to be an election made pursuant to and in
accordance with the terms of this Section 9 unless and until the Eligible
Director elects to change such elections in accordance with the provisions of
this Section 9.

       

      SECTION
10.     UNFUNDED STATUS.

       

      The
Company shall be under no obligation to establish a fund or reserve in order to
pay the benefits under the Plan.  A Unit represents a contractual
obligation of the Company to deliver Shares or pay cash to a Director as
provided herein.  The Company has not segregated or earmarked any
Shares or any of the Company’s assets for the benefit of a Director or his/her
beneficiary or estate, and the Plan does not, and shall not be construed to,
require the Company to do so.  The Director and his/her beneficiary or
estate shall have only an unsecured, contractual right against the Company with
respect to any Units granted or amounts credited to a Director’s Accounts
hereunder, and such right shall not be deemed superior to the right of any other
creditor.  Units shall not be deemed to constitute options or rights
to purchase Stock.

       


      
        
           


        

        
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      SECTION
11.     AMENDMENT AND TERMINATION.

       

      The Plan
may be amended at any time by the Board of Directors, provided that, except as
provided in Section 4.2, the Board of Directors may not, without approval of the
shareholders of the Company increase the number of Shares which may be awarded
under the Plan.  The Plan shall terminate on April 30,
2010.  Notwithstanding the foregoing, no amendment or termination of
the Plan shall materially and adversely affect any rights of any Director under
any Grant made pursuant to the Plan.  Unless the Board otherwise
specifies at the time of such termination, a termination of the Plan will not
result in the distribution of the amounts credited to an Eligible Director’s
Accounts.

       

      SECTION
12.     OTHER STOCK-BASED AWARDS.

       

      The Board
of Directors shall have authority to grant to Eligible Directors an “Other
Stock-Based Award”, which shall consist of any right which is (i) not a Grant
described in Sections 5 or 7 above and (ii) a Grant of Shares or a Grant
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares ), as deemed by the Board of Directors to be
consistent with the purposes of the Plan; provided that any such rights
must comply, to the extent deemed desirable by the Board of Directors, with Rule
16b-3 and applicable law. Subject to the terms of the Plan and any applicable
award agreement, the Board of Directors shall determine the terms and conditions
of any such Other Stock-Based Award.

       

      SECTION
13.     GENERAL PROVISIONS.

       

      13.1          No Right to Serve as a
Director.  This Plan shall not impose any obligations on the
Company to retain any Eligible Director as a Director nor shall it impose any
obligation on the part of any Eligible Director to remain as a Director of the
Company.

       

      13.2           Construction of the
Plan.  The validity, construction, interpretation,
administration and effect of the Plan, and the rights relating to the Plan,
shall be determined solely in accordance with the laws of the State of
Connecticut.

       

      13.3           No Right to Particular
Assets.  Nothing contained in this Plan and no action taken
pursuant to this Plan shall create or be construed to create a trust of any kind
or any fiduciary relationship between the Company and any Eligible Director, the
executor, administrator or other personal representative or designated
beneficiary of such Eligible Director, or any other persons.  Any
reserves that may be established by the Company in connection with Units granted
under this Plan shall continue to be treated as the assets of the Company for
federal income tax purposes and remain subject to the claims of the Company’s
creditors.  To the extent that any Eligible Director or the executor,
administrator, or other personal representative of such Eligible Director,
acquires a right to receive any payment from the Company pursuant to this Plan,
such right shall be no greater than the right of an unsecured general creditor
of the Company.

       

      13.4           Listing of Shares and Related
Matters.  If at any time the Board of Directors shall determine
that listing, registration or qualification of the Shares covered by this Plan
upon any national securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary as a
condition of, or in connection with, the delivery of Shares under this Plan, no
Shares will be delivered unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained, or
otherwise provided for.

       

      13.5           Severability of
Provisions.  If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not effect
any other provisions hereof, and this Plan shall be construed and enforced as if
such provision had not been included.

       


      
        
           


        

        
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      13.6           Incapacity.  Any
benefit payable to or for the benefit of a minor, an incompetent person or other
person incapable of receipting therefor shall be deemed paid when paid to such
person’s guardian or to the party providing or reasonably appearing to provide
for the care of such person, and such payment shall fully discharge any
liability or obligation of the Board of Directors, the Company and all other
parties with respect thereto.

       

      13.7           Nontransferability.  No
Grant may be assigned or transferred, in whole or in part, either directly or by
operation of law (except in the event of an Eligible Director’s death by will or
applicable laws of descent and distribution), including, but not by way of
limitation, by execution, levy, garnishment, attachment, pledge, bankruptcy or
in any other manner, and no such right or interest of any Eligible Director in
the Plan shall be subject to any obligation or liability of such Eligible
Director.

       

      13.8           Headings and
Captions.  The headings and captions herein are provided for
reference and convenience only, shall not be considered part of this Plan, and
shall not be employed in the construction of this Plan.

       

      13.9           409A
Compliance.  All awards granted under the Plan are intended to
be exempt from the requirements of Section 409A or, if not exempt, to satisfy
the requirements of Section 409A and the provisions of the Plan, and any awards
granted under the Plan shall be construed in a manner consistent
therewith.  In addition, notwithstanding any other provision of this
Plan or an award agreement to the contrary, the Company will not pay or
accelerate the payment of any amount that constitutes “deferred compensation”
within the meaning of Section 409A, in violation of Section 409A.  To
the extent any amount of “deferred compensation” as defined in Section 409A
would otherwise vest and become payable upon a Change in Control or upon a
Disability, as provided herein or in an award agreement, any such award shall
vest as so provided but payment shall not be accelerated unless the Change in
Control or the Disability also satisfies the broadest definition of change in
control or disability (as the case may be) permitted under Section
409A.

       

      Any
amount that constitutes “deferred compensation” within the meaning of Section
409A and is payable under the Plan solely by reason of an Eligible Director’s
termination or cessation of service as a Director shall be payable as soon as,
and no later than, the Eligible Director experiences a “separation from service”
within the meaning of Section 409A.

       

       

       

       

       

       
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