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                                                                     EXHIBIT 4.4



                                   AETNA INC.
                            2002 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; and

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


SECTION 2.  DEFINITIONS.

      "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 any grant or award under the Plan, as evidenced in a
written document delivered to a Participant as provided in Section 12(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 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.

      "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 and Executive Officers of the Company. 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.
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      "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.

      "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.

      "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 Substitute Award as
contemplated under Section 4(c).

      "PLAN" shall mean the Aetna Inc. 2002 Stock Incentive Plan, described
herein, and as may be amended from time to time.

      "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.


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.
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      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 Company 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
7,500,000 shares of Common Stock. 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 actually or
by attestation) to the Company in satisfaction or partial satisfaction of the
exercise price of any Award under either the Plan and (B) shares of Common Stock
repurchased on the open market with remittances from the exercise of options
granted under the Plan.

      (b) Adjustment for Corporate Transactions. In the event that the Committee
shall determine that any Fundamental Corporate Event affects the Common Stock
such that an adjustment is required to preserve, or to prevent enlargement of,
the benefits or potential benefits made available under this Plan, then the
Committee may, in such manner as the Committee may deem equitable, adjust any or
all of (i) the number and kind of shares which thereafter may be awarded or
optioned and sold or made the subject of Awards under the Plan, (ii) the number
and kinds of shares subject to outstanding Awards and (iii) the grant, exercise
or conversion price with respect to any of the foregoing. Additionally, the
Committee may make provisions for a cash payment to a Participant or a person
who has an outstanding Award. However, the number of shares subject to any Award
shall always be a whole number.

      (c)  Substitute Awards. Any shares of Common Stock underlying Substitute
Awards shall not be counted against the Shares available for Awards under the
Plan.


SECTION 5.  STOCK OPTIONS.

      (a) Grant. Subject to the provisions of the Plan, the Committee shall have
the authority to grant Options to an Eligible Employee and to determine (i) the
number of shares to be covered by each Option, (ii) subject to Section 5(b), the
exercise price of the Option and (iii) the conditions and limitations applicable
to the exercise of the Option. Notwithstanding the foregoing, in no event shall
the Committee grant any Participant Options (i) for more than 800,000 shares of
Common Stock in respect of any year in which the Plan is in effect, as such
number may be adjusted pursuant to Section 4(b). In the case of Incentive Stock
Options, the terms and conditions of such grants shall be subject to and comply
with Section 422 of the Code and the regulations thereunder.

      (b) Exercise Price. Except in the case of, Substitute Awards or Options
granted in lieu of payment for compensation earned by an Eligible Employee of
the Company, 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 Committee may specify at the time of the
applicable Award or thereafter. No shares shall be delivered pursuant to any
exercise of an Option unless arrangements satisfactory to the Committee 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
Committee, by exchanging shares of Common Stock owned by the optionee (which are
not the subject of any pledge or other security interest or which, in the case
of Incentive Stock, are fully vested) 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 Common Stock so tendered
to the Company, valued as of the date of such tender, is at least equal to such
exercise price.

      (d) Incentive Stock Option Annual Limit. The aggregate Fair Market Value
(determined as of the date the Incentive Stock Option is granted) of the Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by an Eligible Employee during any calendar year (counting Incentive
Stock Options under this Plan and under any other stock option plan of the
Company or a subsidiary)
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shall not exceed $100,000. If an Option intended to be an Incentive Stock Option
is granted to an Eligible Employee and the Option may not be treated in whole or
in part as an Incentive Stock Option pursuant to the $100,000 limitation, the
Option shall be treated as an Incentive Stock Option to the extent it may be so
treated under the limitation and as a Nonstatutory Stock Option as to the
remainder. For purposes of determining whether an Incentive Stock Option would
cause the limitation to be exceeded, Incentive Stock Options shall be taken into
account in the order granted. The annual limit set forth above shall not apply
to Nonstatutory Stock Options.


SECTION 6.  STOCK APPRECIATION RIGHTS.

      (a) Grant of Stock Appreciation Rights. The Committee shall have the
authority to grant Stock Appreciation Rights in tandem with an Option, in
addition to an Option, or freestanding and unrelated to an Option.
Notwithstanding the foregoing, in no event shall the Committee grant any
Participant Stock Appreciation Rights (i) for more than 500,000 shares of Common
Stock in respect of any year in which the Plan is in effect, as such number may
be adjusted pursuant to Section 4(b) and (ii) with a term exceeding 10 years (or
the term of the underlying Incentive Stock Option in the case of a Stock
Appreciation Right granted in tandem with an Incentive Stock Option). Stock
Appreciation Rights granted in tandem with an option may be granted either at
the same time as the Option or at a later time.

      (b) Exercise Price. The exercise price of an SAR shall not be less than
100% of the Fair Market Value of a share of Common Stock on the date the SAR was
granted; provided that if an SAR is granted retroactively in tandem with or in
substitution for an Option, the exercise price may be the exercise price of the
Option to which it is related.

      (c) Exercise of Stock Appreciation Rights. A Stock Appreciation Right
shall entitle the Participant to receive from the Company an amount equal to the
excess of the Fair Market Value of a share of Common Stock on the date of
exercise of the Stock Appreciation Right over the base price thereof. The
Committee shall determine the time or times at which or the event or events
(including, without limitation, a change of control) upon which a Stock
Appreciation Right may be exercised in whole or in part, the method of exercise
and whether such Stock Appreciation Right shall be settled in cash, shares of
Common Stock or a combination of cash and shares of Common Stock; provided,
however, that unless otherwise specified by the Committee at or after grant, a
Stock Appreciation Right granted in tandem with an Option shall be exercisable
at the same time or times as the related option is exercisable.


SECTION 7.  INCENTIVE AWARDS.

      (a) Incentive Stock and Incentive Units. Subject to the provisions of the
Plan, the Committee shall have the authority to grant time vesting and/or
performance vesting Incentive Stock or Incentive Units to any Eligible Employee
and to determine (i) the number of shares of Incentive Stock and the number of
Incentive Units to be granted to each Participant and (ii) the other terms and
conditions of such Awards; provided that, to the extent necessary to comply with
applicable law, Incentive Stock shall only be awarded to an Eligible Employee
who has been employed for such minimum period of time as shall be determined by
the Committee. The Restricted Period related to Incentive Stock or Incentive
Units shall lapse upon the passage of time and/or the determination by the
Committee that the performance objectives established by the Committee have been
attained, in whole or in part.

       (b) Certificates. Any certificates issued in respect of Incentive Stock
shall be registered in the name of the Participant and deposited by such
Participant, together with a stock power endorsed in blank, with the Company. At
the expiration of the Restricted Period with respect to any award of Incentive
Stock, unless otherwise forfeited, the Company shall deliver such certificates
to the Participant or to the Participants legal representative. Payment for
Incentive Stock Units shall be made by the Company in shares of Common Stock,
cash or in any combination thereof, as determined by the Committee.


SECTION 8.  OTHER STOCK-BASED AWARDS.

      The Committee shall have authority to grant to eligible Employees an
"Other Stock-Based Award", which shall consist of any right which is (i) not an
Award described in Sections 5 through 7 above and (ii) an Award of Common Stock
or an Award denominated or payable in, valued in whole or in part by reference
to, or otherwise based on or related to, Common Stock (including, without
limitation, securities convertible into Common Stock), as deemed by the
Committee to be consistent with the purposes of the Plan. Subject to the terms
of the Plan and any applicable award agreement, the Committee shall determine
the terms and conditions of any such Other Stock-Based Award.


SECTION 9.  DIVIDENDS AND DIVIDEND EQUIVALENTS.

      The Committee may provide that any Award shall include dividends or
dividend equivalents, payable in cash, Common Stock, securities or other
property on a current or deferred basis, including payment contingencies.
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SECTION 10.  STOCK IN LIEU OF CASH.

      The Committee may grant Awards in lieu of all or a portion of compensation
or an Award otherwise payable in cash to an Executive officer pursuant to any
bonus or incentive compensation plan of the Company.

      If shares are issued in lieu of cash, the number of shares of Common Stock
to be issued shall be the greatest number of whole shares which has an aggregate
Fair Market Value on the date the cash would otherwise have been payable
pursuant to the terms of such other plan equal to or less than the amount of
such cash.


SECTION 11.  DEFERRAL.

      The Committee shall have the discretion to determine whether, to what
extent, and under what circumstances cash, shares of 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.


SECTION 12.  GENERAL PROVISIONS.

      (a) Withholding. The Company shall have the right to deduct from all
amounts paid to a Participant in cash (whether under this Plan or otherwise) any
taxes required by law to be withheld in respect of Awards under this Plan. In
the case of any Award satisfied in the form of Common Stock, no shares shall be
issued unless and until arrangements satisfactory to the Company shall have been
made to satisfy any withholding tax obligations applicable with respect to such
Award. Without limiting the generality of the foregoing and subject to such
terms and conditions as the Committee may impose, the Company shall have the
right to retain, or the Committee may, subject to such terms and conditions as
it may establish from time to time, permit Participants to elect to use shares
of Common Stock (including Common Stock issuable in respect of an Award) to
satisfy, in whole or in part, the amount required to be withheld.

      (b) Award Agreement. Each Award hereunder shall be evidenced in writing.
The written agreement shall be delivered to the Participant and shall
incorporate the terms of the Plan by reference and specify the terms and
conditions thereof and any rules applicable thereto.

      (c) Nontransferability. Unless the Committee shall permit (on such terms
and conditions as it shall establish) an Award to be transferred to a member of
the Participants immediate family or to a trust or similar vehicle for the
benefit of such immediate family members (collectively, the "PERMITTED
TRANSFEREES"), no Award shall be assignable or transferable except by will or
the laws of descent and distribution, and except to the extent required by law,
no right or interest of any Participant shall be subject to any lien, obligation
or liability of the Participant. All rights with respect to Awards granted to a
Participant under the Plan shall be exercisable during the Participants lifetime
only by such Participant or, if applicable, the Permitted Transferees or the
Participants legal representative.

      (d) No Right to Employment. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the Company, any
Subsidiary or any Affiliate. Further, the Company and each Subsidiary and
Affiliate expressly reserves the right at any time to dismiss a Participant free
from any liability, or any claim under the Plan, except as provided herein or in
any agreement entered into with respect to an Award.

      (e) No Rights to Awards, No Shareholder Rights. No Participant or Eligible
Employee shall have any claim to be granted any Award under the Plan, and there
is no obligation of uniformity of treatment of Participants and Eligible
Employees. Subject to the provisions of the Plan and the applicable Award, no
person shall have any rights as a shareholder with respect to any shares of
Common Stock to be issued under the Plan prior to the issuance thereof.

      (f) Construction of the Plan. The validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined solely in accordance with the
laws of the State of Connecticut.

      (g) Effective Date. January 25, 2002.

      (h) Amendment or Termination of Plan. The Board or the Committee may
terminate or suspend the Plan at any time, but the termination or suspension
will not adversely affect any vested Awards then outstanding under the Plan. No
Award may be granted under the Plan after January 25, 2012 or such earlier date
as the Plan is terminated by action of the Board or the Committee, The Plan may
be amended or terminated at any time by the Board, except that no amendment may
be made without shareholder approval if the Committee determines that such
approval is necessary to comply with any tax or regulatory requirement,
including any approval requirement which is a prerequisite for exemptive relief
from Section 16 of the Exchange Act, for which or with which the Committee
determines that it is desirable to qualify or comply. The Committee may amend
the term of any Award or Option granted, retroactively or prospectively, but no
amendment may adversely affect any vested Award or Option without the holders
consent.
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      (i) Compliance with Legal and Exchange Requirements. The Plan, the
granting and exercising of Awards thereunder, and the other obligations of the
Company under the Plan, shall be subject to all applicable federal and state
laws, rules, and regulations, and to such approvals by any regulatory or
governmental agency as may be required. The Company, in its discretion, may
postpone the granting and exercising of Awards, the issuance or delivery of
Common Stock under any Award or any other action permitted under the Plan to
permit the Company, with reasonable diligence, to complete such stock exchange
listing or registration or qualification of such Common Stock or other required
action under any federal or state law, rule, or regulation and may require any
Participant to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of Common Stock
in compliance with applicable laws, rules, and regulations. The Company shall
not be obligated by virtue of any provision of the Plan to recognize the
exercise of any Award or to otherwise sell or issue Common Stock in violation of
any such laws, rules, or regulations; and any postponement of the exercise or
settlement of any Award under this provision shall not extend the term of such
Awards, and neither the Company nor its directors or officers shall have any
obligations or liability to the Participant with respect to any Award (or stock
issuable thereunder) that shall lapse because of such postponement.

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

      (k) 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 persons 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 Committee, the Board,
the Company and all other parties with respect thereto.

      (l) 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.







Approved
Aetna Board of Directors
January 25, 2002