EX-4.4



 







Exhibit 4.4



AETNA INC.

INCENTIVE SAVINGS PLAN





	(1)  	Amended and restated effective January 1, 2002, except to the extent the applicable
laws named below or the plan amendments incorporated herein and referenced below provide
for an earlier effective date, in which case such earlier date or dates shall apply.






	(2)  	This document restates the Aetna Services, Inc. Incentive Savings Plan Document signed
December 22, 1998, by incorporating the 1999-1st Amendment; the
1999-2nd Amendment; the 1999-3rd Amendment; the 1999-4th
Amendment; the 2000-1st Amendment; the 2000-2nd Amendment; the
2000-3rd Amendment; the 2000-4th Amendment; the 2000-5th
Amendment; the 2001-1st Amendment; the 2001-2nd Amendment; the
2001-3rd Amendment; the 2001-4th Amendment; and the applicable
requirements of the Uruguay Round Agreements Act (“GATT”), Uniformed Services Employment
and Reemployment Rights Act of 1994, Small Business Job Protection Act of 1996, the
Taxpayer Relief Act of 1997, the Internal Revenue Service Restructuring and Reform Act of
1998, and the Community Renewal Tax Relief Act of 2000.




 









 











AETNA SERVICES, INC.
INCENTIVE SAVINGS PLAN




     THIS AGREEMENT, made and entered into this 22nd day of February, 2002, by and between Aetna
Services, Inc., a corporation organized and existing under the laws of the State of Connecticut,
with its principal office at 151 Farmington Ave., Hartford, CT 06156 (the “Company”), and Mellon
Bank, N.A., a national banking association, as trustee of the trust created herein (hereinafter
referred to as the “Trustee”).



WITNESSETH:




     WHEREAS, the Company heretofore established an Incentive Savings Plan for Employees to provide
retirement benefits to its Eligible Employees; and



     WHEREAS, under the terms of the Plan, the Company has the ability to amend the Plan; and



     WHEREAS, it is the intention of the Company that such Plan and its Trust continue to meet the
requirements of Section 401(a) and Section 501(a) of the Internal Revenue Code;



NOW, THEREFORE




     Effective January 1, 2002, except as otherwise provided herein, the Plan is hereby amended and
restated in its entirety to provide as follows:



     The Plan and Trust created in accordance with the terms hereof shall be formally known as the
Aetna Inc. Incentive Savings Plan.



PREFACE




     The initial effective date of the Plan is September 1, 1972. The Plan was amended in its
entirety, effective as of September 1, 1976, January 1, 1989, and January 1, 1999. The Plan as in
effect on January 1, 1999 was amended periodically since such date and until the Effective Date
hereof to comply with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
the Internal Revenue Code of 1986, as amended (the “Code”), and other applicable laws, and to make
other desired benefit changes.



     This amended and restated Plan is effective January 1, 2002, except where specific reference
is made herein to a different effective date, or where any of the laws described above and listed
on the cover page provides for an earlier effective date, in which case such earlier date or dates
shall apply.



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE I - DEFINITIONS	 	 	1	 
	 

	 	 	1.1	 	 	“Account”
	 	 	1	 
	

	 	 	1.2	 	 	“Account Value”
	 	 	1	 
	

	 	 	1.3	 	 	“Active Participant”
	 	 	1	 
	

	 	 	1.4	 	 	“Actual Contribution Percentage”
	 	 	1	 
	

	 	 	1.5	 	 	“Actual Deferral Percentage”
	 	 	1	 
	

	 	 	1.6	 	 	“Adjusted”
	 	 	2	 
	

	 	 	1.7	 	 	“Affiliate”
	 	 	2	 
	

	 	 	1.8	 	 	“Annuity Starting Date”
	 	 	2	 
	

	 	 	1.9	 	 	“Authorized Leave of Absence”
	 	 	3	 
	

	 	 	1.10	 	 	“Beneficiary”
	 	 	3	 
	

	 	 	1.11	 	 	“Benefit Finance Committee”
	 	 	3	 
	

	 	 	1.12	 	 	“Change in Control”
	 	 	3	 
	

	 	 	1.13	 	 	“Code”
	 	 	4	 
	

	 	 	1.14	 	 	“Company”
	 	 	4	 
	

	 	 	1.15	 	 	“Compensation Deferral Agreement”
	 	 	4	 
	

	 	 	1.16	 	 	“Deferral Account”
	 	 	4	 
	

	 	 	1.17	 	 	“Deferral Contributions”
	 	 	4	 
	

	 	 	1.18	 	 	“Deferral Contribution Rate”
	 	 	4	 
	

	 	 	1.19	 	 	“Designated Pru-Care Employee”
	 	 	4	 
	

	 	 	1.20	 	 	“Disability”
	 	 	4	 
	

	 	 	1.21	 	 	“Discretionary Contributions”
	 	 	5	 
	

	 	 	1.22	 	 	“Discretionary Contribution Account”
	 	 	5	 
	

	 	 	1.23	 	 	“Earnings or Profits”
	 	 	5	 
	

	 	 	1.24	 	 	“Effective Date”
	 	 	5	 
	

	 	 	1.25	 	 	“Eligible Employee”
	 	 	5	 
	

	 	 	1.26	 	 	“Employee”
	 	 	5	 
	

	 	 	1.27	 	 	“Employer”
	 	 	5	 
	

	 	 	1.28	 	 	“Employment Commencement Date”
	 	 	5	 
	

	 	 	1.29A	 	 	“Financial Services/International Employee”
	 	 	6	 
	

	 	 	1.29B	 	 	“Financial Services/International Transition Employee”
	 	 	6	 






i









 






	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	1.30	 	 	“Fiscal Year”
	 	 	6	 
	

	 	 	1.31	 	 	“Group Annuity Contract”
	 	 	6	 
	

	 	 	1.32	 	 	“Highly Compensated Employee”
	 	 	6	 
	

	 	 	1.33	 	 	“Hour of Service”
	 	 	6	 
	

	 	 	1.34	 	 	“Incentive Contributions”
	 	 	8	 
	

	 	 	1.35	 	 	“Incentive Contribution Account”
	 	 	8	 
	

	 	 	1.36	 	 	“ING Employee Benefits Agreement”
	 	 	8	 
	

	 	 	1.37	 	 	“Insurer”
	 	 	8	 
	

	 	 	1.38	 	 	“Investment Fund”
	 	 	8	 
	

	 	 	1.39	 	 	“Limitation Year”
	 	 	8	 
	

	 	 	1.40	 	 	“Matched Deferral Contribution”
	 	 	8	 
	

	 	 	1.41	 	 	“Money Purchase Account”
	 	 	8	 
	

	 	 	1.42	 	 	“Net Income”
	 	 	8	 
	

	 	 	1.43	 	 	“Nonhighly Compensated Employee”
	 	 	8	 
	

	 	 	1.44	 	 	“Normal Retirement Age”
	 	 	8	 
	

	 	 	1.45	 	 	“Normal Retirement Date”
	 	 	8	 
	

	 	 	1.46	 	 	“Participant”
	 	 	8	 
	

	 	 	1.47	 	 	“Participating Company”
	 	 	9	 
	

	 	 	1.48	 	 	“Pay”
	 	 	9	 
	

	 	 	1.49	 	 	“Performace-Based Contributions”
	 	 	10	 
	

	 	 	1.50	 	 	“Performace-Based Contribution Account”
	 	 	10	 
	

	 	 	1.51	 	 	“Performace-Based Eligible Participant”
	 	 	10	 
	

	 	 	1.52	 	 	“Period of Severance”
	 	 	10	 
	

	 	 	1.53	 	 	“Plan”
	 	 	10	 
	

	 	 	1.54	 	 	“Plan Administrator”
	 	 	11	 
	

	 	 	1.55	 	 	“Plan Year”
	 	 	11	 
	

	 	 	1.56	 	 	“Prior Plan”
	 	 	11	 
	

	 	 	1.57	 	 	“Prudential”
	 	 	11	 
	

	 	 	1.58	 	 	“Restatement Date”
	 	 	11	 
	

	 	 	1.59	 	 	“Rollover Account”
	 	 	11	 
	

	 	 	1.60	 	 	“Rollover Contributions”
	 	 	11	 
	

	 	 	1.61	 	 	“Section 414 Compensation”
	 	 	11	 






ii









 






	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	1.62	 	 	“Spouse”
	 	 	11	 
	

	 	 	1.63	 	 	“Stable Value Option”
	 	 	12	 
	

	 	 	1.64	 	 	“Stock”
	 	 	12	 
	

	 	 	1.65	 	 	“Stock Account”
	 	 	12	 
	

	 	 	1.66	 	 	“Termination from Service”
	 	 	12	 
	

	 	 	1.67	 	 	“Termination from Service Date”
	 	 	12	 
	

	 	 	1.68	 	 	“Transferred Employee”
	 	 	12	 
	

	 	 	1.69	 	 	“Trust”
	 	 	12	 
	

	 	 	1.70	 	 	“Trustee”
	 	 	12	 
	

	 	 	1.71	 	 	“Trust Fund”
	 	 	12	 
	

	 	 	1.72	 	 	“Unallocated Contribution Account”
	 	 	12	 
	

	 	 	1.73	 	 	“Unmatched Deferral Contributions”
	 	 	12	 
	

	 	 	1.74	 	 	“Valuation Date”
	 	 	13	 
	

	 	 	1.75	 	 	“Vesting Service”
	 	 	13	 
	

	 	 	1.76	 	 	“Voluntary Contributions”
	 	 	14	 
	

	 	 	1.77	 	 	“Voluntary Contribution Account”
	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE II - PARTICIPATION IN THE PLAN	 	 	15	 
	

	 	 	2.1	 	 	Current Participants
	 	 	15	 
	

	 	 	2.2	 	 	Other Eligible Employees
	 	 	15	 
	

	 	 	2.3	 	 	Reemployment
	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE III - CONTRIBUTIONS	 	 	16	 
	

	 	 	3.1	 	 	Rate of Deferral Contributions
	 	 	16	 
	

	 	 	3.1A	 	 	Automatic Deferral Contributions
	 	 	16	 
	

	 	 	3.2	 	 	When Deferral Contributions are Made
	 	 	16	 
	

	 	 	3.3	 	 	Changes in Deferral Contribution Rate
	 	 	16	 
	

	 	 	3.4	 	 	Discontinuance and Resumption of Deferral Contributions
	 	 	17	 
	

	 	 	3.5	 	 	Special Limitation on Deferral Contributions
	 	 	17	 
	

	 	 	3.6	 	 	Incentive Contributions
	 	 	22	 
	

	 	 	3.7	 	 	Time and Form of Incentive Contributions
	 	 	28	 
	

	 	 	3.8	 	 	Rollover Contributions
	 	 	28	 






iii









 






	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	3.9	 	 	Voluntary Contributions
	 	 	30	 
	

	 	 	3.10	 	 	When Voluntary Contributions are Made
	 	 	30	 
	

	 	 	3.11	 	 	Changes in Voluntary Contribution Rate
	 	 	30	 
	

	 	 	3.12	 	 	Discontinuance of Voluntary Contributions
	 	 	30	 
	

	 	 	3.13	 	 	Performance-Based Contributions
	 	 	31	 
	

	 	 	3.13A	 	 	Time and Form of Performance-Based Contribution
	 	 	31	 
	

	 	 	3.14	 	 	Transfer to Trust Fund
	 	 	31	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE IV - LIMITATIONS ON CONTRIBUTIONS	 	 	32	 
	

	 	 	4.1	 	 	Return of Contributions
	 	 	32	 
	

	 	 	4.2	 	 	Maximum Annual Addition
	 	 	32	 
	

	 	 	4.3	 	 	Combined Limits
	 	 	33	 
	

	 	 	4.4	 	 	Determination of Amount and Transmittal of Contributions
	 	 	34	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE V - INVESTMENTS	 	 	35	 
	

	 	 	5.1	 	 	Receipt of Contributions
	 	 	35	 
	

	 	 	5.2	 	 	Investment of Accounts
	 	 	35	 
	

	 	 	5.3	 	 	Initial Investment in Funds
	 	 	35	 
	

	 	 	5.4	 	 	Change of Investment Fund
	 	 	35	 
	

	 	 	5.5	 	 	Trustee May Hold and Distribute Cash
	 	 	36	 
	

	 	 	5.6	 	 	Purchase of Stock; the Stock Account
	 	 	36	 
	

	 	 	5.7	 	 	Change of Investment Funds and Notice Requirements
	 	 	37	 
	

	 	 	5.8	 	 	Contractual Income and Settlement
	 	 	37	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE VI - ACCOUNTS AND ALLOCATIONS	 	 	39	 
	

	 	 	6.1	 	 	Unallocated Contribution Account
	 	 	39	 
	

	 	 	6.2	 	 	Allocation of Investment Earnings
	 	 	39	 
	

	 	 	6.3	 	 	Determination of Value
	 	 	39	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE VII - VESTING	 	 	40	 
	

	 	 	7.1	 	 	Accounts Other Than Incentive Contribution and Performance-Based Contribution Accounts
	 	 	40	 






iv









 






	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	7.2	 	 	Incentive Contribution Account - Participants on December 31, 1998
	 	 	40	 
	

	 	 	7.3	 	 	Incentive Contribution Account - Participants after December 31, 1998
	 	 	40	 
	

	 	 	7.3A	 	 	Incentive Contribution Account - Financial Services/International Employees
	 	 	41	 
	

	 	 	7.3B	 	 	Incentive Contribution Account - Financial Services/International
Transition Employees
	 	 	41	 
	

	 	 	7.4	 	 	Performance-Based Contribution Account
	 	 	41	 
	

	 	 	7.5	 	 	Occurrence of Forfeitures
	 	 	41	 
	

	 	 	7.6	 	 	Forfeitures Used for Contributions
	 	 	42	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE VIII - DISTRIBUTION TO PARTICIPANTS	 	 	43	 
	

	 	 	8.1	 	 	Time of Distribution
	 	 	43	 
	

	 	 	8.2	 	 	Distribution Upon Participant’s Termination From Service for Reasons
Other Than Death or Disability
	 	 	45	 
	

	 	 	8.3	 	 	Distribution Upon Death of Participant Following Commencement of Benefits
	 	 	45	 
	

	 	 	8.4	 	 	Distribution Upon Disability of Participant
	 	 	46	 
	

	 	 	8.5	 	 	Forms of Distribution
	 	 	46	 
	

	 	 	8.6	 	 	Election of Form of Distribution
	 	 	47	 
	

	 	 	8.7	 	 	Spousal Consent Requirements
	 	 	48	 
	

	 	 	8.8	 	 	Annuity Nontransferable
	 	 	49	 
	

	 	 	8.9	 	 	Distribution Where No Election by Participant
	 	 	49	 
	

	 	 	8.10	 	 	Limit on Distribution of Deferral Accounts
	 	 	49	 
	

	 	 	8.11	 	 	Small Account Values; Lump Sum Cash-Out
	 	 	50	 
	

	 	 	8.12	 	 	Procedure for Missing Participants or Beneficiaries
	 	 	50	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE IX - WITHDRAWALS AND LOANS	 	 	52	 
	

	 	 	9.1	 	 	Withdrawals from Voluntary Contribution and Rollover Accounts
	 	 	52	 
	

	 	 	9.2	 	 	Withdrawals from Deferral and Incentive Contribution Accounts
	 	 	52	 
	

	 	 	9.2A	 	 	Withdrawals from Performance-Based Contribution Accounts
	 	 	52	 
	

	 	 	9.3	 	 	Hardship Withdrawals
	 	 	52	 
	

	 	 	9.4	 	 	Timing of Withdrawals
	 	 	54	 
	

	 	 	9.5	 	 	Distribution of Amounts Withdrawn
	 	 	54	 






v









 






	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	9.6	 	 	Consent to Withdrawals
	 	 	54	 
	

	 	 	9.7	 	 	Loans to Participants
	 	 	54	 
	

	 	 	9.7A	 	 	Loans - Financial Services/International Employees
	 	 	59	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE X - PAYMENT OF DEATH BENEFITS	 	 	60	 
	

	 	 	10.1	 	 	Source of Death Benefits
	 	 	60	 
	

	 	 	10.2	 	 	Determinations of Values and Cash-Outs
	 	 	60	 
	

	 	 	10.3	 	 	Death Benefit Attributable to Accounts Other Than Money Purchase Account
	 	 	60	 
	

	 	 	10.4	 	 	Death Benefit Attributable to Money Purchase Account
	 	 	61	 
	

	 	 	10.5	 	 	Proof of Death
	 	 	63	 
	

	 	 	10.6	 	 	Limitation of Payments
	 	 	63	 
	

	 	 	10.7	 	 	Deaths Occurring On or After July 30, 2001
	 	 	64	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE XI - TERMINATION OF PLAN	 	 	65	 
	

	 	 	11.1	 	 	Company’s Right to Terminate
	 	 	65	 
	

	 	 	11.2	 	 	Effect on Employer and Trustee
	 	 	65	 
	

	 	 	11.3	 	 	Effect on Participants
	 	 	65	 
	

	 	 	11.4	 	 	Termination of Participation By a Participating Company
	 	 	65	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE XII - AMENDMENT OF THE PLAN	 	 	66	 
	

	 	 	12.1	 	 	Procedure for Amendment
	 	 	66	 
	

	 	 	12.2	 	 	Restrictions
	 	 	66	 
	

	 	 	12.3	 	 	Change in Control
	 	 	67	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE XIII - MANAGEMENT OF THE PLAN	 	 	68	 
	

	 	 	13.1	 	 	Allocation of Responsibility
	 	 	68	 
	

	 	 	13.2	 	 	Powers and Duties of the Plan Administrator
	 	 	68	 
	

	 	 	13.3	 	 	Notices and Elections of Participants
	 	 	70	 
	

	 	 	13.4	 	 	Accounts and Records
	 	 	71	 
	

	 	 	13.5	 	 	Compliance with Applicable Law
	 	 	71	 
	

	 	 	13.6	 	 	Liability
	 	 	71	 






vi









 






	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	13.7	 	 	Indemnification
	 	 	72	 
	

	 	 	13.8	 	 	Authorization of Payments
	 	 	72	 
	

	 	 	13.9	 	 	Notices to Trustee
	 	 	72	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE XIV - TRUSTEE	 	 	73	 
	

	 	 	14.1	 	 	Accounting
	 	 	73	 
	

	 	 	14.2	 	 	Trustee’s Responsibilities Limited
	 	 	73	 
	

	 	 	14.3	 	 	Information and Receipts
	 	 	74	 
	

	 	 	14.4	 	 	Administrative Services
	 	 	74	 
	

	 	 	14.5	 	 	Expenses
	 	 	74	 
	

	 	 	14.6	 	 	Compensation of Trustee
	 	 	75	 
	

	 	 	14.7	 	 	Resignation or Removal of Trustee
	 	 	75	 
	

	 	 	14.8	 	 	Voting or Tender of Stock
	 	 	76	 
	

	 	 	14.8A	 	 	Voting With Respect to Investment Funds Other Than the Stock Account
	 	 	77	 
	

	 	 	14.9	 	 	Indemnification by Employer
	 	 	78	 
	

	 	 	14.10	 	 	Legal Action by Trustee
	 	 	78	 
	

	 	 	14.11	 	 	Acceptance of Trustee
	 	 	78	 
	

	 	 	14.12	 	 	Powers of Trustee
	 	 	78	 
	

	 	 	14.13	 	 	Maintenance of Indicia of Ownership
	 	 	80	 
	

	 	 	14.14	 	 	Form of Communications
	 	 	80	 
	

	 	 	14.15	 	 	Insurance Contracts
	 	 	80	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE XV - CLAIMS PROCEDURES AND CERTAIN RESTRICTIONS	 	 	82	 
	

	 	 	15.1	 	 	Claims Procedure
	 	 	82	 
	

	 	 	15.2	 	 	Assignment and Alienation Prohibited
	 	 	82	 
	

	 	 	15.3	 	 	Distribution Pursuant to a Qualified Domestic Relations Order
	 	 	82	 
	

	 	 	15.4	 	 	Distribution Pursuant to a Judgment, Order or Decree
	 	 	85	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE XVI - ADOPTION OF PLAN BY AFFILIATE	 	 	87	 
	

	 	 	16.1	 	 	Purpose of Article
	 	 	87	 
	

	 	 	16.2	 	 	Adoption by Affiliate
	 	 	87	 
	

	 	 	16.3	 	 	Participation in the Plan
	 	 	87	 






vii









 






	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	16.4	 	 	Termination by a Participating Company; Ceasing to be an Affiliate
	 	 	88	 
	

	 	 	16.5	 	 	Participating Company Plan Expenses
	 	 	88	 
	

	 	 	16.6	 	 	Company as Agent
	 	 	89	 
	

	 	 	16.7	 	 	Transferred Employees
	 	 	89	 
	

	 	 	16.8	 	 	Contributions to Trust Fund
	 	 	89	 
	

	 	 	16.9	 	 	Common Procedures and Rules
	 	 	89	 
	

	 	 	16.10	 	 	Contributions by Participating Employer
	 	 	89	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE XVII - PROVISIONS RELATING TO TOP-HEAVY PLAN	 	 	90	 
	

	 	 	17.1	 	 	Applicability
	 	 	90	 
	

	 	 	17.2	 	 	Definitions
	 	 	90	 
	

	 	 	17.3	 	 	Minimum Benefit
	 	 	95	 
	

	 	 	17.4	 	 	Section 415 Adjustments
	 	 	95	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARTICLE XVIII - MISCELLANEOUS	 	 	96	 
	

	 	 	18.1	 	 	Benefits Solely From Trust Fund
	 	 	96	 
	

	 	 	18.2	 	 	Liability for Benefits, Contributions and Expenses
	 	 	96	 
	

	 	 	18.3	 	 	Rights of Employees
	 	 	96	 
	

	 	 	18.4	 	 	Taxes and Fees
	 	 	96	 
	

	 	 	18.5	 	 	Direct Rollovers
	 	 	97	 
	

	 	 	18.6	 	 	Merger, Consolidation, or Transfer
	 	 	98	 
	

	 	 	18.6A	 	 	Transfers to ING Plan
	 	 	98	 
	

	 	 	18.7	 	 	Applicable State Law
	 	 	98	 
	

	 	 	18.8	 	 	Section 16 of the Exchange Act
	 	 	98	 
	

	 	 	18.9	 	 	Manner of Communications
	 	 	99	 
	

	 	 	18.10	 	 	Qualified Military Service
	 	 	99	 
	

	 	 	 	 	 	Attachment I - Acquired Employers - Vesting Service Credit
	 	 	102	 
	

	 	 	 	 	 	Attachment II - Participating Companies
	 	 	103	 
	

	 	 	 	 	 	Exhibit A - Qualified Domestic Relations Orders Procedures
	 	 	104	 






viii









 






ARTICLE I - DEFINITIONS




     1.1 “Account” means the total of the subaccounts maintained by the Plan Administrator to
record the interest of a Participant in the Plan, including the Deferral Account, the Incentive
Contribution Account, the Performance-Based Contribution Account, the Voluntary Contribution
Account, the Rollover Account, the Discretionary Contribution Account and the Money Purchase
Account.



     1.2 “Account Value” means the fair market value or book value of any Account on the date
assets are required to be valued.



     1.3 “Active Participant” means a Participant who is an Eligible Employee and who has not yet
incurred a Termination from Service Date.



     1.4 “Actual Contribution Percentage” for a specified group of Active Participants for a Plan
Year shall be the average of the Contribution Percentage of each Active Participant in such group,
where such Contribution Percentage shall be equal to the ratio of:




	 	(a)      (i)	 the Incentive Contributions and Voluntary Contributions, and
	 
	 	          (ii)  	any Deferral Contributions and Discretionary
Contributions made pursuant to Section 3.6(d), which are treated as
Incentive Contributions for purposes of the Actual Contribution
Percentage test,


	 
	 	   	contributed to the Plan on behalf of the Active Participant for such Plan
Year; to
	 
	 	(b)  	the Active Participant’s Section 414 Compensation for such Plan
Year. If the Plan Administrator deems it desirable, all Contribution
Percentages may be calculated by taking into account Section 414 Compensation
only for that portion of the Plan Year during which the individual was an
Active Participant.





     1.5 “Actual Deferral Percentage for a specified group of Active Participants for a Plan Year
shall be the average of the Deferral Percentage of each Active Participant in such group, where
such Deferral Percentage shall be equal to the ratio of:




	 	(a)      (i)	 the Deferral Contributions, and
	 
	 	          (ii)  	any Incentive Contributions and Discretionary
Contributions made pursuant to Section 3.5(b), which are treated as
Deferral Contributions for purposes of the Actual Deferral Percentage
test,




-1-









 






	 	   	contributed to the Plan on behalf of the Active Participant for such Plan
Year; to
	 
	 	(b)  	the Active Participant’s Section 414 Compensation for such Plan
Year. If the Plan Administrator deems it desirable, all Deferral Percentages
may be calculated by taking into account Section 414 Compensation only for that
portion of the Plan Year during which the individual was an Active Participant.





     1.6 “Adjusted” means the cost of living adjustment factor prescribed by the Secretary of the
Treasury under Section 415(d) of the Code or otherwise, as applied to such items and in such manner
as such Secretary shall provide. The amounts set forth for the application of adjustments are the
amounts prescribed by law as subject to adjustment and shall be adjusted from the date as
prescribed by applicable law. With respect to a Short Plan Year, items under the Plan that are
subject to adjustment shall be multiplied by a fraction, the numerator of which is the number of
months in the Short Plan Year and the denominator of which is twelve (12).



     1.7 “Affiliate” means any entity affiliated with the Company or a Participating Company within
the meaning of Section 414(b) of the Code with respect to controlled groups of corporations (within
the meaning of Section 1563(a) of the Code, determined, however, without regard to Sections
1563(a)(4) and (e)(3)(C) of the Code), Section 414(c) of the Code with respect to trades or
businesses (whether or not incorporated) under common control with the Company or a Participating
Company, Section 414(m) of the Code with respect to affiliated service groups, and any other entity
required to be aggregated with the Company or a Participating Company pursuant to regulations under
Section 414(o) of the Code; provided, however, that for purposes of applying the provisions of
Section 4.3 with respect to the limitations on contributions, the rule of Section 415(h) of the
Code shall apply to determine which entities are required to be aggregated with the Company or a
Participating Company under Section 414(b) or (c) of the Code. No entity shall be treated as an
Affiliate for any period during which it is not part of the controlled group, under common control
or otherwise required to be aggregated under Section 414 of the Code.



     For this purpose, an affiliated service group is (a) a group consisting of an entity whose
principal business is the performance of medical, legal, accounting or other services and any other
entity that regularly performs services for or with the first organization or other organizations
in the group, (e.g., a health maintenance organization and a professional corporation
employing physicians who perform medical services for or with the health maintenance organization),
or (b) a group consisting of an entity whose principal business is the performance of management
functions for other entities and the entities who are so managed and related entities, provided, in
each case, that the common owne rship requirements and other conditions of Section 414(m) of the
Code and regulations thereunder are met.



     1.8 “Annuity Starting Date” means the Valuation Date as of which benefits are calculated for
purposes of payment, i.e., the first day of the first month for which an amount is



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payable as an annuity or, in the case of another form of benefit, the date on which all events
have occurred that entitle the Participant to such benefit, and not the actual payment date.



     1.9 “Authorized Leave of Absence” means any absence authorized in writing by the Employer
under its nondiscriminatory personnel practices, provided further that the Participant returns to
employment within the period specified in the written instrument which authorizes the leave of
absence.



     1.10 “Beneficiary” means any person or persons or fiduciary designated by a Participant, or
for a Participant in accordance with the terms hereof, to receive any benefits payable by reason of
the death of a Participant, subject to applicable laws. Such designation shall be made by
executing and delivering to the Employer written notice thereof in such form as may be prescribed
by the Employer at any time prior to the Participant’s death, and may be revoked or changed by
subsequent written notices delivered to the Employer form time to time prior to the Participant’s
death. If the Participant shall have failed to make such a designation, or if no designated
Beneficiaries shall survive the Participant, then the Beneficiary shall be (i) the Participant’s
Spouse, or (ii) if no Spouse survives the Participant, the Participant’s children, or (iii) if
neither a Spouse nor any children survive the Participant, the Participant’s estate. Where
appropriate the term “Beneficiary” shall also refer to an alternate payee under a QDRO. For
purposes of this Section 1.10, the term “Spouse” shall also mean the domestic partner of a
Participant working for Aetna Life Insurance and Annuity Company in the city or county of San
Francisco, California, if the Participant has designated such individual the Participant’s domestic
partner on the applicable form provided by the Company for that purpose and has indicated on such
form that the individual shall be the Participant’s beneficiary under the Plan in the absence of a
contrary designation.



     1.11 “Benefit Finance Committee” means the persons appointed as such by the Company in
accordance with the provisions of the Retirement Plan for Employees of Aetna Services, Inc. and who
have the duties described in Section 5.8 with respect to the Plan.



     1.12 “Change in Control” means the happening of any of the following:




	 	(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 Parent and any Subsidiary thereof and
any employee benefit plan sponsored or maintained by Parent 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 Parent representing 20
percent or more of the combined voting power of Parent’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




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	 	   	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 subsection (ii); or
	 
	 	(iii)  	The occurrence of a transaction requiring stockholder approval
for the acquisition of Parent by an entity other than Parent or a Subsidiary
through purchase of assets, or by merger, or otherwise.





     1.13 “Code” means the Internal Revenue Code of 1986, as amended.



     1.14 “Company” means Aetna Inc., formerly known as Aetna U.S. Healthcare, Inc., or any
successor by merger, consolidation, purchase or otherwise.



     1.15 “Compensation Deferral Agreement” means the agreement by which an Active Participant
agrees to defer receipt of Pay in consideration for the Employer’s agreement to make Deferral
Contributions in accordance with the terms of the Plan.



     1.16 “Deferral Account” means the subaccount established to record the Participant’s Deferral
Contributions and the earnings thereon.



     1.17 “Deferral Contributions” means the amount contributed to the Plan on a pre-tax basis
pursuant to an Active Participant’s Compensation Deferral Agreement in accordance with Section 3.1.



     1.18 “Deferral Contribution Rate” means that percentage of a Participant’s Pay designated as a
Deferral Contribution in a Compensation Deferral Agreement in accordance with Section 3.1.



     1.19 “Designated Pru-Care Employee” - means the following Employees: (a) an Employee who was
actively employed by (i) Prudential on August 5, 1999 and (ii) Aetna Life Insurance Company on
August 6, 1999 (or such later date on which the Employee is transferred upon the termination of a
short term disability status that commenced prior to August 5, 1999) and was transferred as a
result of the acquisition by Aetna Life Insurance Company of the Prudential healthcare business;
and (b) an Employee who was actively employed by Prudential Health Care Plan, Inc. (TX) or
Prudential Health Care Plan of California, Inc. on both August 5, 1999 and August 6, 1999.




     1.20 “Disability” means a physical or mental condition that meets both of the following
conditions: (a) in the opinion of a licensed physician appointed by the Plan Administrator the
disability is believed to be permanent and to render the Participant unfit to



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perform the duties
for
which the Participant is trained or that are of equal dignity and status, and (b) the
disability results in the Participant receiving disability benefits under either (i) the Federal
Social Security Act or (ii) the long-term disability plan sponsored by the Employer.



     1.21 “Discretionary Contributions” means the amount, if any, contributed to the Plan on behalf
of a Participant as a Discretionary Contribution pursuant to Section 3.5(b) and/or Section 3.6(d).



     1.22 “Discretionary Contribution Account” means the subaccount established to record the
Participant’s Discretionary Contribution and the earnings thereon.



     1.23 “Earnings or Profits” means the current or accumulated earnings or profits of the
Employer determined by the Employer in accordance with generally accepted accounting principles.



     1.24 “Effective Date” means the date as of which the Company initially adopted the Plan and
executed the Trust: September 1, 1972.



     1.25 “Eligible Employee” means any Employee employed by an Employer other than (a) an Employee
whose employment is governed by the terms of a collective bargaining agreement between employee
representatives (within the meaning of Section 7701(a)(46) of the Code) and an Employer if such
collective bargaining agreement does not specifically provide for participation in the Plan; (b) a
“leased employee,” as such term is defined under Section 414(n) of the Code; (c) an Employee who is
a nonresident alien (within the meaning of Section 7701(b) of the Code) with no earned income
(within the meaning of Section 911(d)(2) of the Code) from an Employer or Affiliate that
constitutes income from sources within the United States (within the meaning of Section 861(a)(3)
of the Code), unless (i) a certificate of coverage has been filed with the Social Security
Administration on behalf of the Employee under Section 233 of the Social Security Act, or (ii) the
employee has been designated as an Eligible Employee by the Employer; or (d) an individual who is
designated, or otherwise determined, to be an independent contractor but who is ultimately
determined to be an employee pursuant to the Code or any other applicable law.



     1.26 “Employee” means any person who is employed by an Employer or an Affiliate. The term
Employee shall not include any individual the Employer or an Affiliate designates as, or otherwise
determines to be, an independent contractor. However, the term Employee shall include “leased
employees” within the meaning of Section 414(n) of the Code. Notwithstanding the foregoing, if
leased employees constitute less than twenty percent (20%) of the nonhighly compensated work force
of the Employer and all Affiliates (within the meaning of Section 414 (n)(5)(C)(ii) of the Code),
the term Employee shall not include those leased employees covered by a plan described in Section
414(n)(5) of the Code. The term Employee shall not include agents, general agents, contract
general agents, career agents or brokers.



     1.27 “Employer” means the Company and any Participating Company.



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     1.28 “Employment Commencement Date” means the first day for which an Employee is entitled to
be credited with an Hour of Service. “Reemployment Commencement Date” means the first day for
which an Employee is entitled to be credited with an Hour of Service subsequent to the Employee’s
Termination from Service.



     1.29A “Financial Services/International Employee” means each person who comes within the
definition of “AI Employees” contained in the ING Employee Benefits Agreement.



     1.29B “Financial Services/International Transition Employee” means an Employee as of the close
of business on December 13, 2000, who is designated and subsequently “employed by the AI Business”
or “hired by AI” pursuant to Article 9 of the ING Employee Benefits Agreement.



     1.30 “Fiscal Year” means the Employer’s fiscal year for Federal Income Tax purposes.



     1.31 “Group Annuity Contract” means a contract or contracts of the Insurer that provides the
accumulation facilities under Investment Funds maintained by the Insurer and that also provide
facilities for distribution of Account Value upon a Participant’s Termination from Service.



     1.32 “Highly Compensated Employee” means, effective for Plan Years beginning on or after
December 31, 1996: (a) any Employee who, during the “look-back year” received compensation (as
defined in Section 415(c)(3) of the Code) in excess of $80,000 (as adjusted pursuant to section
415(d) of the Code); and (b) any Employee who is a 5-percent owner (as described in Section
17.2(b)(iii) hereof) at any time during the “look-back year” or the “determination year.” For
purposes of this Section 1.32 the “determination year” shall be the Plan Year and the “look-back
year” shall be the twelve-month period immediately preceding the “determination year,” or, if the
Company elects, the calendar year ending with or within the determination year. The determination
of who is a “highly compensated employee” will be made in accordance with Section 414(q) of the
Code and applicable regulations, rulings and procedures and permitted elections thereunder. The
provisions of the Prior Plan in this definitional section and related sections of the Plan,
relating to family aggregation are eliminated effective January 1, 1997.



     1.33 “Hour of Service” means:




	 	(a)  	each hour for which an Employee is paid, or entitled to payment, for the performance of
duties for the Employer or an Affiliate. These hours will be credited to the Employee for the
computation period in which the duties are performed; and
	 
	 	(b)  	each hour for which an Employee is paid, or entitled to payment, by the
Employer or an Affiliate on account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability), layoff, jury




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	 	   	duty,
military
duty or an Authorized Leave of Absence, but not in excess of five hundred and one
(501) hours for any continuous period of nonworking time for which the Participant
is compensated. Hours under this Section will be calculated and credited pursuant
to Section 2530.200b-2 of the Department of Labor Regulations which are incorporated
herein by reference; and
	 
	 	(c)  	each hour for which back pay, irrespective of mitigation of damages, is either
awarded or agreed to by the Employer or an Affiliate with respect to an Employee. The
same hours of service will not be credited both under subsection (a) or subsection (b),
as the case may be, and under subsection (c). Hours credited under this subsection
will be credited to the Employee for the computation period to which the award or
agreement pertains, rather than the computation period in which the award, agreement,
or payment is made; and
	 
	 	(d)  	Hours of Service will be credited for employment with an Affiliate provided,
however, if an Employee has previously been credited with an Hour of Service for any
hour of work with the Company or a Participating Company the Employee shall not be
entitled to be credited for a second hour for the same period based on employment with
an Affiliate.
	 
	 	(e)  	Hours of Service shall not be credited for any hours for which an Employee is
directly or indirectly paid under a plan maintained solely for the purpose of complying
with applicable workmen’s compensation, unemployment compensation or disability laws.
	 
	 	(f)  	Hours of Service shall not be credited for payments which were made solely to
reimburse an Employee for medical or medically related expenses incurred by the
Employee, nor for extra pay for any period for which Hours have previously been
credited, such as extra pay in lieu of vacation.
	 
	 	(g)  	For purposes of determining Hours of Service, the following guidelines shall
apply:






	 	(1)  	Notwithstanding anything in this Plan to the contrary, an
Employee shall be credited with Hours of Service if so required by any federal
law; the nature and extent of such credit shall be determined under such law.
	 
	 	(2)  	Employees compensated on other than an hourly basis and for
whom hours are not required to be counted and recorded by any other federal
law, such as the Fair Labor Standards Act, shall be credited with forty-five
(45) Hours of Service per week for any week during which the Employee is
credited with one (1) Hour of Service.
	 
	 	(3)  	When necessary, Hours of Service completed prior to January 1,
1976 shall be determined from such records as an Employer has maintained in




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	 	   	the
past, making reasonable approximations where necessary. If these records
are insufficient to make an approximation, a reasonable estimate of Hours of
Service to be credited will be made.





     1.34 “Incentive Contributions” means the amounts contributed by the Employer in accordance
with Section 3.6(a).



     1.35 “Incentive Contribution Account” means the Participant’s subaccount with respect to the
Incentive Contributions made pursuant to Section 3.6(a) and earnings thereon.



     1.36 “ING Employee Benefits Agreement” means the Employee Benefits Agreement between Aetna
Inc. and Aetna U.S. Healthcare, Inc., dated as of December 13, 2000.



     1.37 “Insurer” means Aetna Life Insurance Company or such other legal reserve life insurance
company with which the Trustee enters into a Group Annuity Contract or other contract.



     1.38 “Investment Fund” means the Stock Account and such other investments under the Group
Annuity Contract or in other funds and accounts as are made available for the investment of the
Participants’ Accounts in accordance with the rules of Article V. Notwithstanding the foregoing,
the Investment Fund shall not include (a) a direct interest in real property, leaseholds or mineral
interests or (b) securities which are not purchased on a United States Exchange or where evidence
of ownership is held by a custodian outside of the United States.



     1.39 “Limitation Year” means the calendar year.



     1.40 “Matched Deferral Contribution” means a Deferral Contribution or portion thereof for
which a corresponding Incentive Contribution is made on behalf of the Participant.



     1.41 “Money Purchase Account” means the subaccount established to record any amounts
transferred to the Plan from a money purchase pension plan and the earnings thereon.



     1.42 “Net Income” means the Employer’s net profit for the current fiscal year, as determined
by the Employer in accordance with generally accepted accounting principles and without deduction
for contributions under the Plan.



     1.43 “Nonhighly Compensated Employee” means an Employee who is not a Highly Compensated
Employee.



     1.44 “Normal Retirement Age” means a Participant’s sixty-fifth (65th) birthday.



     1.45 “Normal Retirement Date” means the first day of the month coinciding with or next
following the Participant’s attainment of Normal Retirement Age.



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     1.46 “Participant” means an Eligible Employee who satisfies the eligibility requirements under
Article II and who is participating in the Plan in accordance with its provisions (whether or not
such Eligible Employee elects to make Deferral Contributions), or a former Employee who
participated in the Plan and who has not yet received a full distribution of his or her Account as
provided in Article VIII.



     1.47 “Participating Company” means any Affiliate which has adopted the Plan and Trust in
accordance with the terms and conditions set forth herein. A Participating Company may adopt this
Plan with respect to less than all of its otherwise eligible employees. The Participating
Companies are listed in Attachment II to this Plan.



     1.48 “Pay” means, effective on and after January 1, 1999, the base salary or base wages, as
applicable, paid to an Active Participant by the Employer during a Plan Year (or any portion
thereof) for personal services rendered, plus any performance bonus, wage incentive, shift
differential, area differential and overtime, including payments made under the Management
Incentive Plan which are paid at the time awarded (rather than pursuant to a deferral agreement).
Pay shall be determined as if no elective salary reduction had been made pursuant to Sections 125,
132(f) and 401(k) of the Code.



     Pay shall not include:




	 	(1)  	payments under any stock option plan or similar equity program;
	 
	 	(2)  	compensation paid for service performed as an agent, career
agent, general agent, contract general agent or broker;
	 
	 	(3)  	payments made for unused paid time off;
	 
	 	(4)  	any personal commissions paid to employees for the sale of any
product of a business unit of the Employer including life insurance
commissions, mutual fund commissions, variable annuity commissions, group
insurance plan commissions, Aetna health plan commissions, auto insurance
commissions, homeowner’s insurance commissions and casualty insurance
commissions;
	 
	 	(5)  	sign-on bonuses or any other payment made upon acceptance of
employment with the Employer,
	 
	 	(6)  	any noncash compensation;
	 
	 	(7)  	severance or salary continuation payments or benefits, except
salary continuation benefits not to exceed 13 weeks;
	 
	 	(8)  	lump sum vacation payments;




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	 	(9)  	transfer or relocation payments;
	 
	 	(10)  	travel and entertainment expenses;
	 
	 	(11)  	tuition reimbursement;
	 
	 	(12)  	payments under long term compensation programs;
	 
	 	(13)  	any stay or retention bonus; or
	 
	 	(14)  	any bonus which is paid pursuant to a deferral agreement or
program.
	 
	 	(15)  	any payment in lieu of flex credit made to Designated Pru-Care
Employees for 1999.





     Notwithstanding any other provision of the Plan to the contrary, the annual Pay of each Active
Participant taken into account under the Plan for any Plan Year shall not exceed one hundred fifty
thousand dollars ($150,000), as Adjusted, except that with respect to a Short Plan Year, annual Pay
shall not exceed one hundred fifty thousand dollars ($150,000), as Adjusted, multiplied by a
fraction, the numerator of which is the number of months in the Short Plan Year and the denominator
of which is twelve (12). In the case of any Plan Year that does not coincide with the calendar
year, the annual compensation limitation used for purposes of calculating annual Pay shall be the
limitation applicable to the calendar year in which the Plan Year begins.



     The provisions of the Prior Plan, in this definitional section and in related sections of the
Plan, relating to family aggregation of Pay are eliminated effective January 1, 1997.



     1.49 “Performance-Based Contributions” means the amounts contributed by the Employer in
accordance with Section 3.13.



     1.50 “Performance-Based Contribution Account” means the Participant’s subaccount with respect
to Performance-Based Contributions made pursuant to Section 3.13 and earnings thereon.



     1.51 “Performance-Based Eligible Participant” means an Active Participant who (i) has not been
designated by the Employer as a temporary employee; (ii) is employed by the Employer on the last
day of the Plan Year with respect to which the Employer makes a Performance-Based Contribution; and
(iii) is not receiving long-term disability benefits on the last day of such Plan Year.



     1.52 “Period of Severance” means a period beginning on the Termination from Service Date and
ending on the Employee’s Reemployment Commencement Date. In the case of an Employee who would have
normally been scheduled to work during unpaid absence incident to the pregnancy of or birth or
adoption of a child by or to such Employee and the caring for such child immediately thereafter,
then for purposes of calculating a Period of Severance, the



-10-









 







Employee’s Termination from Service Date shall be postponed for one year beyond the date which
would otherwise be provided under Section 1.67, but only to the extent that credit for such unpaid
absence has not already been given as an Authorized Leave of Absence.



     1.53 “Plan” means the Aetna Inc. Incentive Savings Plan as set forth herein, including any
amendments hereto. This Plan is intended to be a profit sharing plan with a feature satisfying the
requirements of Section 401(k) of the Code. Except to the extent otherwise provided, the terms of
the Plan in effect as of a Participant’s Termination from Service Date will be applicable to such
Participant.



     1.54 “Plan Administrator” means the Company.



     1.55 “Plan Year” means the twelve-(12) month period beginning on each January 1 and ending on
the next subsequent December 31.



     All calculations and determinations under the Plan that are based on a Plan Year shall, with
respect to such calculations and determinations for a Short Plan Year, be made in the manner
required by the Code.



     1.56 “Prior Plan” means the Plan in effect prior to the Restatement Date, as modified by any
amendments first appearing in this Plan Restatement but effective prior to January 1, 2002.



     1.57 “Prudential” - means Prudential Insurance Company of America.



     1.58 “Restatement Date” means January 1, 2002.



     1.59 “Rollover Account” means the subaccount established to record an Eligible Employee’s
Rollover Contributions and earnings thereon.



     1.60 “Rollover Contributions” means the amount contributed to the Plan as a rollover
contribution in accordance with Section 3.8.



     1.61 “Section 414 Compensation” means for any Participant, the Participant’s wages within the
meaning of Section 3401(a) of the Code and all other payments of compensation for which the
Employer is required to furnish the Participant a written statement under Section 6041(d),
6051(a)(3), and 6052 of the Code, i.e., a Form W-2, but determined without regard to any rules that
limit the remuneration included in wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural labor in Section 3401(a)(2) of the
Code), plus any amounts paid pursuant to any salary reduction agreement for the year in question
under an arrangement referred to in Sections 125, 403(b) or 401(k) of the Code. Section 414
Compensation shall be measured based on compensation actually paid or made available to a
Participant during the measuring period and not on an accrued basis. Section 414 Compensation in
excess of one hundred fifty thousand dollars ($150,000), as Adjusted, shall not be taken into
account under the Plan. The annual compensation limitation used for purposes



-11-









 







of calculating Section 414 Compensation shall be the limitation applicable to the calendar
year in which the Plan Year begins.



     1.62 “Spouse” means a Participant’s legal spouse determined under applicable law; provided,
however, that for purposes of Article X, other than Section 10.6, an individual shall not be
treated as a Participant’s Spouse unless the Participant and spouse have been married throughout
the one-year period ending on the date of the Participant’s death. Notwithstanding the above, with
respect to Participants who marry after June 30, 1998, and Employees who first become Participants
after June 30, 1998, the one-year marriage requirement set forth in the preceding sentence shall
not apply.



     1.63 “Stable Value Option” means an accumulation facility under the Group Annuity Contract
that provides for investment of assets at a stipulated rate of interest for a fixed period.



     1.64 “Stock” means the common shares of Aetna Inc.



     1.65 “Stock Account” means any account established and maintained for the purpose of investing
in Stock, as further described in Section 5.6.



     1.66 “Termination from Service” means, for any Employee, the termination of his or her
employment upon the occurrence of his or her Termination from Service Date.



     1.67 “Termination from Service Date” means the date which is the earlier of (i) the earliest
of the date an Employee quits, retires, dies or is discharged from employment with the Employer; or
(ii) the first anniversary of the first date of a period in which the Employee remains absent from
service (with or without pay) for any reason other than quit, retirement, death or discharge, such
as vacation, holiday, sickness, leave of absence or layoff. Notwithstanding the preceding, a
Termination from Service Date shall not occur earlier than the last day of any (a) Authorized Leave
of Absence, (b) period in which an Employee receives long-term disability benefits from a plan
maintained by the Employer, or, if earlier, the commencement of the distribution of benefits under
this Plan; provided, however, that a Termination from Service Date shall occur on the date such
Participant’s employment with the Employer is terminated pursuant to Company policy, or (c) period
in which the Employee receives periodic salary continuation benefits not to exceed 13 weeks. See
also Section 16.4(b).



     1.68 “Transferred Employee” means a “Transferred Employee” as defined in the Stock Purchase
Agreement dated as of November 28, 1995 between the Company and The Travelers Insurance Group, Inc.



     1.69 “Trust” means the trust agreement as set forth herein and adopted by the Company, which
is established to hold and invest contributions made under the Plan.



     1.70 “Trustee” means such person or persons or corporation appointed and acting as Trustee or
successor Trustee under the Trust.



-12-









 





     1.71 “Trust Fund” means all assets of any kind or nature, including all property and income,
held by the Trustee under the Trust.



     1.72 “Unallocated Contribution Account” means the account established and maintained by the
Plan Administrator for recording Incentive Contributions and Performance-Based Contributions held
by the Trustee before allocation in accordance with the provisions of Article VI.



     1.73 “Unmatched Deferral Contributions” means a Deferral Contribution or portion thereof for
which no corresponding Incentive Contribution is made.



     1.74 “Valuation Date” means the date used to value the Plan’s assets. Generally, each day of
the Plan Year shall be a Valuation Date; however, the Plan Administrator in its sole discretion may
designate specific Valuation Dates for specific purposes.



     1.75 “Vesting Service” means the period or periods of an Employee’s employment considered in
the determination of vesting.




	 	(a)  	An Employee’s initial period of Vesting Service shall begin on
the Employee’s Employment Commencement Date and end on the next following
Termination from Service Date. If an Employee has a Termination from Service
and is subsequently reemployed, a new period of Vesting Service shall begin on
the Employee’s Reemployment Commencement Date and end on the next subsequent
Termination from Service Date. If, however, an Employee has a Termination from
Service and again performs an Hour of Service as defined in Section 1.33(a)
within 12 months from the most recent Termination from Service Date, such
Termination from Service shall be disregarded, and the Employee shall be
credited with all Vesting Service from his or her most recent Employment
Commencement Date or Reemployment Commencement Date.
	 
	 	   	An Employee shall be credited with a number of “Years of Vesting Service”
equal to the Employee’s periods of Vesting Service expressed as the number
of whole years within such period or periods. In determining the number of
whole Years of Vesting Service, all periods of Vesting Service shall be
aggregated and counted on the basis that 12 months of Vesting Service or 365
days of Vesting Service are equal to one whole Year of Vesting Service.
	 
	 	(b)  	A period of Vesting Service shall include a period prior to the
date the Employer by which an Employee is employed became or becomes an
Affiliate, but only to the extent specifically set forth in Attachment I
hereto.




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	 	(c)  	Effective December 12, 1994, in the case of an Employee who
leaves employment to enter service with the armed forces of the United States,
Service shall include the period of such military service, provided that the
Employee resumes employment with the Employer or an Affiliate within the
period during which such re-employment rights are protected by applicable
law. The provisions of this Section 1.75 shall be construed in accordance
with, and to be coextensive with, the provisions of Section 414(u) of the
Code.
	 
	 	(d)  	For any Designated Pru-Care Employee, notwithstanding Section
1.75(a) above, Vesting Service shall also include any period during which such
Employee was employed by Prudential; provided, however: (i) no Employee shall
be credited with Vesting Service for the same period of time under both this
Section 1.75(d) and under Section 1.75(a), (b) or (c); (ii) for purposes of
this Section, the Company shall rely exclusively on information transmitted by
Prudential in determining what Vesting Service shall be credited; and (iii)
service credited as Vesting Service under this Section 1.75(d) shall not be
considered for eligibility.





     1.76 “Voluntary Contributions” means the amount of a Participant’s taxable annual Pay
contributed to the Plan in accordance with Section 3.9.



     1.77 “Voluntary Contribution Account” means the subaccount established and maintained by the
Plan Administrator for recording the Participant’s Voluntary Contributions and earnings thereon.



CONSTRUCTION




     The masculine gender, where appearing in the Plan, shall be deemed to include the feminine
gender, unless the context clearly indicates to the contrary. Where appropriate, words used in the
singular include the plural and words used in the plural include the singular. The words “hereof,”
“herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to this
entire Plan, not to any particular provision or section.



-14-









 





ARTICLE II - PARTICIPATION IN THE PLAN




     2.1 Current Participants. Each individual who was a Participant on December 31, 1998 shall
continue to be a Participant subject to the terms of the Plan.



     2.2 Other Eligible Employees.




	 	(a)  	Rule Prior to January 1, 2002. Each other Eligible
Employee shall become an Active Participant on the day following the later of
the date the Eligible Employee (i) completes one Year of Vesting Service or
(ii) attains age eighteen (18). Notwithstanding the preceding sentence, an
Eligible Employee who is a Designated Pru-Care Employee shall not become a
Participant until September 20, 1999; provided, however, that for the purposes
of Section 414 Compensation, participation shall be deemed to begin on August
6, 1999.
	 
	 	(b)  	Rule Effective January 1, 2002. Effective January 1,
2002, each other Eligible Employee shall become an Active Participant on the
later of (i) January 1, 2002; or (ii) his or her Employment Commencement Date.





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



-15-









 





ARTICLE III - CONTRIBUTIONS




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



     3.1A Automatic Deferral Contributions.




	 	(a)  	Notwithstanding anything to the contrary in this Article III, Active
Participants hired on or after January 1, 2001 shall be deemed to have entered into a
Compensation Deferral Agreement to have the Employer make contributions to the Deferral
Account on the Participant’s behalf as of each payroll period, in accordance with
Section 401(k) of the Code, at the rate of 3%. Such Compensation Deferral Agreement
shall be deemed entered into upon the later of: (i) the day following the date the
Active Participant completes one Year of Vesting Service; or (ii) February 15, 2002.
	 
	 	(b)  	An Active Participant described in subsection (a) above shall be given a
reasonable period of time prior to the commencement of Deferral Contributions pursuant
to (a) above (i) to elect not to have the Employer make Deferral Contributions on the
Participant’s behalf, or (ii) to enter into a Compensation Deferral Agreement to have
the Employer make Deferral Contributions on the Participant’s behalf at a rate other
than 3% that complies with Section 3.1. If such election is made prior to the end of
the first pay period with respect to which such Deferral Contributions would be
withheld, then the election not to make Deferral Contributions shall be effective
retroactive to the beginning of such first pay period. If such election is received
thereafter, it will be effective in the same manner as an election pursuant to Section
3.3.





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



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



-16-









 






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



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



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



     3.5 Special Limitation on Deferral Contributions.




	 	(a)  	Actual Deferral Percentage Test. The Actual Deferral
Percentage for Active Participants who are Highly Compensated Employees shall
not exceed the prior Plan Year’s Actual Deferral Percentage for Participants
who were Nonhighly Compensated Employees during such prior Plan Year by the
greater of:






	 	(i)  	one hundred and twenty-five percent (125%); or
	 
	 	(ii)  	the lesser of two percentage points or two hundred percent (200%).






	 	   	The Actual Deferral Percentage for Highly Compensated Employees entitled to
make Deferral Contributions, as well as similar contributions to or under
other plans maintained by the Employer or any Affiliate, shall be determined
as if such contributions were made under a single arrangement.






	 	   	Notwithstanding the above, if as provided under Code Section 401(k) the
Participating Employer chooses to use current year data for determining




-17-









 






	 	   	the Actual Deferral Percentage for Non-Highly Compensated Employees for the
1997 Plan Year or any later Plan Year, the Participating Employer must
continue to use current year data for all future Plan Years unless the
election is changed in a manner approved by the Treasury Secretary. Under
transition rules, however, Employers will be permitted to use current year
data for the 1997, 1998, 1999, 2000, 2001 or 2002 Plan Years without making
any formal election or receiving approval from the Internal Revenue Service.






	 	   	The data used for purposes of determining the Actual Deferral Percentage for
Non-Highly Compensated Employees with respect to the 1997 through 2000 Plan
Years was as follows:






	 	  	1997 – current year


1998 – current year


1999 – current year


2000 – current year






	 	   	With respect to the 2001 and 2002 Plan Years, prior year data will be used
for purposes of determining the Actual Deferral Percentage for Non-Highly
Compensated Employees, unless a timely election is made to use current year
data.
	 
	 	   	Effective for Plan Years beginning after December 31, 1998, for purposes of
determining the Actual Deferral Percentage for Non-Highly Compensated
Employees for any Plan Year, the Employer may elect, pursuant to Section
401(k)(3)(F), to disregard all Non-Highly Compensated Employees who are
eligible to participate in the Plan, but who have not met the minimum age
and service requirements of Section 410(a)(1)(A).
	 
	 	(b)  	Discretionary Contributions.






	 	(i)  	The Plan Administrator shall determine on a
timely basis after the end of a Plan Year whether the Actual Deferral
Percentage test results satisfy either of the tests described in
Section 3.5(a), as modified by Section 3.6(c). In the event neither
test is satisfied, or in the event neither of the tests described in
Section 3.6(b), as modified by Section 3.6(c), is satisfied, the
Employer may elect to make a “qualified matching contribution” as
defined in Treasury Regulation Section 1.401(k)-1(g)(13), referred to
herein as a Discretionary Contribution, and to use such contribution to
pass such test. Such Discretionary Contribution shall be made with
respect to the Plan Year as to which such test was not satisfied.




-18-









 






	 	(ii)  	The Discretionary Contribution shall first be
allocated solely to the Discretionary Contribution Accounts of
Nonhighly Compensated Employees whose Pay for the Plan Year was $15,000
or less, who made Deferral Contributions with respect to such Plan
Year, and who were Active Participants on the last day of such Plan
Year. Such Discretionary Contribution shall be allocated among the
group of Participants identified above proportionately on the basis of
their Section 414 Compensation for the Plan Year. The amount of any
such Discretionary Contribution shall be such that the initially failed
test described in (i) above is satisfied, but in no event shall any
such Participant receive an allocation of greater than three percent
(3%) of the Participant’s Section 414 Compensation for the Plan Year.
	 
	 	(iii)  	In the event that, after making the maximum
Discretionary Contribution permitted under (ii) above, the initially
failed test described in (i) above is still not satisfied, and the
Employer elects to make a further Discretionary Contribution, the
process described in (ii) above may be repeated, with the same maximum
allocation (i.e., 3% of Section 414 Compensation) in effect, first with
respect to such Participants whose Pay for the Plan Year was between
$15,001 and $20,000, then (if necessary) with respect to such
Participants whose Pay for the Plan Year was between $20,001 and
$25,000, and finally (if necessary) with respect to such Participants
whose Pay for the Plan Year was between $25,001 and $30,000, until the
initially failed test is satisfied.
	 
	 	(iv)  	Any Discretionary Contribution shall be made
within the time period required by any applicable laws and regulations.
Any Discretionary Contribution allocated pursuant to this subsection
(b) shall be immediately vested as if it was a Deferral Contribution,
and shall be subject to the same withdrawal restrictions as
post-December 31, 1988 earnings on Deferral Contributions.






	 	(c)  	Distribution of Excess Contributions. If the Employer does not
elect to make Discretionary Contributions pursuant to paragraph (b) above for a
Plan Year in which neither of the tests described in Section 3.5(a), as
modified by Section 3.6(c), is satisfied, the Plan Administrator may reduce the
Deferral Contributions of Active Participants who are Highly Compensated
Employees and distribute any Excess Contributions, and any income allocable
thereto, as provided below. Excess Contributions shall mean the excess of (i)
the aggregate amount of the Deferral Contributions and any Incentive
Contributions treated as Deferral Contributions for purposes of the Actual
Deferral Percentage test actually paid over to the Trust Fund on behalf of
Active Participants who are Highly Compensated




-19-









 






	 	   	Employees for the Plan Year,
over (ii) the maximum amount of such
contributions permitted under Section 3.5(a), as modified by Section 3.6(c),
determined by reducing the amount of such contributions of Highly
Compensated Employees in the order of their Deferral Percentages, beginning
with the highest Deferral Percentage, until the applicable test is
satisfied.
	 
	 	   	Distribution of Excess Contributions shall be accomplished by reducing the
Deferral Contributions of Highly Compensated Employees, beginning with the
highest contributions (determined by dollar amount) in the manner set forth
in Section 401(k)(8)(C) of the Code, and continuing until the total amount
of Excess Contributions has been distributed. The reductions shall be made
first from Unmatched Deferral Contributions and, thereafter, from Matched
Deferral Contributions, with any corresponding Incentive Contributions
forfeited and reallocated pursuant to Section 3.5(g).
	 
	 	   	Any amount so distributed shall be adjusted in accordance with applicable
regulations for income or loss allocable thereto for the Plan Year in which
Excess Contributions were made, but not for the gap period prior to
distribution in the following Plan Year. The income or loss allocable to
Excess Contributions shall be determined in a reasonable manner consistent
with the allocation of income or loss to a Participant’s Account pursuant to
Article 6, or in accordance with the “alternative method” set forth in
Treasury Regulation Section 1.401(k)-1(f)(4). If such Participant’s Account
is invested in more than one Investment Fund, such distribution shall be
made pro rata, to the extent practicable, from all such Investment Funds.
	 
	 	   	Distribution of Excess Contributions for any Plan Year, as determined above,
shall be made before the last day of the next Plan Year.
	 
	 	(d)  	Deferral Limitation. Notwithstanding any other provision of
the Plan to the contrary, the amount to be contributed for any calendar year on
behalf of any Active Participant pursuant to a Compensation Deferral Agreement,
combined with elective deferrals, as defined in Section 402(g)(3) of the Code,
to any plan of any Affiliate under Sections 401(k), 408(k) or 403(b) of the
Code, except as provided in Section 402(g) of the Code shall not exceed ten
thousand dollars ($10,000), as Adjusted (the “Deferral Limitation”).
	 
	 	(e)  	Excess Deferrals.






	 	(i)  	“Excess Deferrals” shall mean the amount by
which a Participant’s Deferral Contributions, combined with the
aggregate amount of the




-20-









 






	 	   	Participant’s elective deferrals, as defined in
Section 402(g)(3) of the Code, to any other plans under Sections
401(k), 408(k) or
403(b) of the Code except as provided in Section 402(g) of the Code,
whether sponsored by the Employer or by any other related or
unrelated entity, exceed the Deferral Limitation.
	 
	 	(ii)  	Notwithstanding any other provision of the
Plan, Excess Deferrals, plus any income and minus any loss allocable
thereto, may be distributed to Participants to whose Accounts Excess
Deferrals were allocated for the preceding calendar year and who claim
Excess Deferrals for such calendar year. The Employer may make a
distribution hereunder before the end of such calendar year to the
extent that the Excess Deferrals for the calendar year result solely
from Deferral Contributions under the Plan. To the extent the
preceding sentence does not apply, Excess Deferrals may be distributed
by April 15 of the following calendar year.
	 
	 	(iii)  	The Participant’s claim shall be in writing;
shall be submitted to the Employer no later than March 1; shall specify
the Participant’s Excess Deferrals for the preceding calendar year; and
shall be accompanied by the Participant’s written statement that if
such amounts are not distributed, the Participant’s Deferral
Contributions, when added to elective deferrals under other plans as
described in Sections 401(k), 408(k) or 403(b) of the Code, exceed the
Deferral Limitation. The Employer may deem a claim to have been made
in the event that the Excess Deferrals result in a violation of Section
3.5(d) above.
	 
	 	(iv)  	Any amount so distributed shall be adjusted in
accordance with applicable regulations for income or loss allocable
thereto for the Plan Year in which Excess Deferrals were made, but not
for the gap period prior to distribution in the following Plan Year.
The income or loss allocable to Excess Deferrals shall be determined in
a reasonable manner consistent with the allocation of income or loss to
a Participant’s Account pursuant to Article 6, or in accordance with
the “alternative method” set forth in Treasury Regulation Section
1.401(k)-1(f)(4). If such Participant’s Account is invested in more
than one Investment Fund, such distribution shall be made pro rata, to
the extent practicable, from all such Investment Funds.






	 	(f)  	Authority to Limit Deferral Contributions. If the Plan
Administrator deems it necessary to satisfy one of the Actual Deferral
Percentage tests, the Deferral Limitation, the deduction limitation of Section
404 or Section 415(c) of the Code, the Plan Administrator, either before the
beginning of




-21-









 






	 	   	a Plan Year or at any time during a Plan Year, shall have the
authority to limit the Deferral Contributions for any Active Participant for
such Plan Year (or for any portion of such Plan Year remaining after the Plan
Administrator exercises the authority granted by this subsection) to the
extent necessary or appropriate to insure that the Plan satisfies any or all
of such limitations for such Plan Year.
	 
	 	(g)  	Forfeiture of Incentive Contributions. In the event of the
return of any Excess Contributions or Excess Deferrals to an Active
Participant, no Incentive Contribution shall be made with respect to such
Excess Contributions or Excess Deferrals and, if a related Incentive
Contribution is made before a determination of Excess Deferrals or Excess
Contributions, such Incentive Contribution shall be forfeited as of the date of
such return and shall be used to reduce the contributions to be made by the
Employer for the Plan Year.
	 
	 	(h)  	Compliance with Applicable Law. All determinations and
procedures with regard to the matters covered by this Section 3.5 shall be in
accordance with Section 401(k)(3) of the Code and Treasury Regulation Section
1.401(k)-1, including the provisions requiring aggregate testing of plans that
are permissively aggregated for the purpose of satisfying the requirements of
Section 410(b) of the Code.





     3.6 Incentive Contributions.




	 	(a)  	General.
	 
	 	(i)  	The Employer may, in the sole discretion of the
Company, make an Incentive Contribution each payroll period for each
Active Participant who makes Deferral Contributions for the payroll
period and who is employed for any day during the payroll period;
provided, however, that effective January 1, 2002, Incentive
Contributions shall only be made after the date on which a Participant
shall have completed one Year of Vesting Service.
	 
	 	(ii)  	Effective for Plan Years prior to 2002, the
total Incentive Contribution made on behalf of each Active Participant
who meets the requirements of this Section 3.6 shall not exceed the
lesser of (A) one hundred percent (100%) of the Active Participant’s
Deferral Contributions during such month (or payroll period) and (B)
five percent (5%) of the Active Participant’s Pay during such month (or
payroll period). For an Active Participant who is a Designated Pru-Care
Employee, a special Incentive Contribution equal to 136% of the amount
obtained by applying the preceding 




-22-









 







	 		

sentence shall be made, in lieu of
the Incentive Contribution provided in the preceding sentence, during
the 1999 Plan Year.

	 
	 	(iii)  	Effective for Plan Years beginning on or after
January 1, 2002, the total Incentive Contribution made on behalf of
each Active Participant who meets the requirements of this Section 3.6
shall not exceed the lesser of (A) fifty percent (50%) of the Active
Participant’s Deferral Contributions during such month (or payroll
period) and (B) three percent (3%) of the Active Participant’s Pay
during such month (or payroll period).
	 
	 	(iv)  	The Employer will make any Incentive
Contributions to the Plan as of the end of each month or at such other
intervals as established by the Employer.
	 
	 	(v)  	This Section 3.6(a)(v) shall apply only with
respect to Plan Years prior to 2002. At the end of each Plan Year, the
Employer, in the sole discretion of the Company, may make an additional
Incentive Contribution to the Incentive Contribution Account of each
Participant who made Deferral Contributions during such Plan Year, and
who is an Employee and has an Account balance on the last day of the
Plan Year, in the amount, if any, necessary to make the Participant’s
total Incentive Contributions for such Plan Year equal to the lesser of
(A) one hundred percent (100%) of the Participant’s Deferral
Contributions during such Plan Year and (B) five percent (5%) of the
Participant’s Pay during the Plan Year, but excluding any Pay prior to
the month in which the Participant initially commenced Deferral
Contributions. (The 100% and 5% figures referred to in the preceeding
sentence shall automatically change to be consistent with any changes
made by the Company to the corresponding figures set forth in the above
paragraphs.) The Incentive Contribution described in this paragraph
(v) shall only be made to a Participant whose pay for the prior Plan
Year was $160,000 or less. This Section 3.6(a)(v) shall not apply to a
Designated Pru-Care Employee with respect to the 1999 Plan Year.






	 	(b)  	Actual Contribution Percentage Test. The Actual Contribution
Percentage for Active Participants who are Highly Compensated Employees shall
not exceed the prior Plan Year’s Actual Contribution Percentage for
Participants who were Nonhighly Compensated Employees during such prior Plan
Year by the greater of:






	 	(i)  	one hundred and twenty-five percent (125%); or




-23-









 






	 	(ii)  	the lesser of 2 percentage points or two hundred percent (200%).






	 	   	The Actual Contribution Percentage for Highly Compensated Employees entitled
to receive Incentive Contributions under the Plan, as well as similar
contributions to or under other plans maintained by the Employer or any
Affiliate, shall be determined as if such contributions were made under a
single arrangement.
	 
	 	   	Notwithstanding the above, if as provided under Code Section 401(m) the
Participating Employer chooses to use current year data for determining the
Average Contribution Percentage for Non-Highly Compensated Employees for the
1997 Plan Year or any later Plan Year, the Participating Employer must
continue to use current year data for all future Plan Years unless the
election is changed in a manner approved by the Treasury Secretary. Under
transition rules, however, Employers will be permitted to use current year
data for the 1997, 1998, 1999, 2000, 2001 or 2002 Plan Years without making
a formal election or receiving approval from the Internal Revenue Service.
	 
	 	   	The data used for purposes of determining the Average Contribution
Percentage for Non-Highly Compensated Employees with respect to the 1997
through 2000 Plan Years was as follows:






	 	  	1997 – current year


1998 – current year


1999 – current year


2000 – current year






	 	   	With respect to the 2001 and 2002 Plan Years, prior year data will be used
for purposes of determining the Average Contribution Percentage for
Non-Highly Compensated Employees, unless a timely election is made to use
current year data.
	 
	 	   	Effective for Plan Years beginning after December 31, 1998, for purposes of
determining the Average Contribution Percentage for Non-Highly Compensated
Employees for any Plan Year, the Employer may elect, pursuant to Section
401(m)(5)(C), to disregard all Non Highly Compensated Employees who are
eligible to participate in the Plan, but who have not met the minimum age
and service requirements of Section 410(a)(1)(A).






	 	(c)  	ADP and ACP Aggregate Limits. For Plan Years prior to 2002, if
the Actual Deferral Percentage test set forth in Section 3.5(a)is satisfied
pursuant to Section 3.5(a)(ii) and not satisfied pursuant to Section 3.5(a)(i),
Section 3.6(b)(ii) may be used to satisfy the Actual Contribution 



-24-









 






	 	  	Percentage
test only to the extent that either the “aggregate limit” is not violated or
such use is otherwise permitted by applicable law.
	 
	 	   	The aggregate limit is the greater of:






	 	(i)  	The sum of:






	 	(A)  	125 percent of the greater of (1)
the prior Plan Year’s Actual Deferral Percentage of Active
Participants who were Nonhighly Compensated Employees during
such prior Plan Year; or (2) the prior Plan Year’s Actual
Contribution Percentage of Participants who were Nonhighly
Compensated Employees during such prior Plan Year; and
	 
	 	(B)  	Two percentage points plus the
lesser of (1) or (2) above, but in no event greater than 200
percent of the lesser of (1) or (2) above; or






	 	(ii)  	The sum of:






	 	(A)  	125 percent of the lesser of (1)
the prior Plan Year’s Actual Deferral Percentage of Active
Participants who were Nonhighly Compensated Employees during
such prior Plan Year or (2) the prior Plan Year’s Actual
Contribution Percentage of Participants who were Nonhighly
Compensated Employees during such prior Plan Year; and
	 
	 	(B)  	Two percentage points plus the
greater of (1) or (2) above, but in no event greater than 200
percent of the greater of (1) or (2) above.






	 	   	In the event that the conditions above for consideration of the aggregate
limit are satisfied and the aggregate limit is exceeded, the Employer may
make Discretionary Contributions under Sections 3.5(b) or 3.6(d) or may
reduce the Actual Deferral Percentage and Actual Contribution Percentage
of Active Participants who are Highly Compensated Employees in the manner
set forth in Section 3.5(c) or 3.6(e) respectively, in the following order
as specified under Treasury Regulation Section 1.401(m)-2(c) until the
aggregate limit is satisfied:




-25-









 












	 	(aa)  	Voluntary Contributions (and any
income allocable to such contributions), if any;
	 
	 	(bb)  	Unmatched Deferral Contributions
(and any income allocable to such contributions); and
	 
	 	(cc)  	Matched Deferral Contributions
and the related Incentive Contributions (and any income
allocable to such contributions) proportionately.






	 	   	The contributions and income shall be distributed within the respective time
periods for distribution of Excess Contributions and Excess Aggregate
Contributions. Income, if any, shall be calculated and the order of
distribution among the Active Participants who are Highly Compensated
Employees shall be as specified in Sections 3.5(c) and 3.6(e).
	 
	 	   	Notwithstanding the above, the Employer may elect to use Actual Deferral
Percentage and Actual Contribution Percentage data for Nonhighly Compensated
Employees for the current Plan Year in accordance with the provisions set
forth in Sections 3.5(a) and 3.6(b).
	 
	 	(d)  	Discretionary Contributions.






	 	(i)  	The Plan Administrator shall determine on a
timely basis after the end of a Plan Year whether the Actual
Contribution Percentage test results satisfy either of the tests
described in Section 3.6(b), as modified by Section 3.6(c). In the
event neither test is satisfied, or in the event neither of the tests
described in Section 3.5(a), as modified by Section 3.6(c), is
satisfied, the Employer may elect to make a “qualified matching
contribution” as defined in Treasury Regulation Section
1.401(k)-1(g)(13), referred to herein as a Discretionary Contribution,
and to use such contribution to pass such test. Such Discretionary
Contribution shall be made with respect to the Plan Year as to which
such test was not satisfied.
	 
	 	(ii)  	The Discretionary Contribution shall first be
allocated solely to the Discretionary Contribution Accounts of
Nonhighly Compensated Employees whose Pay for the Plan Year was $15,000
or less, who made Deferral Contributions with respect to such Plan
Year, and who were Active Participants on the last day of such Plan
Year. Such Discretionary Contribution shall be allocated among the group of
Participants identified above on a per capita basis
(i.e., an equal dollar amount for each such Participant. The amount
of any 



-26-









 






	 	   	such Discretionary Contribution shall be such that the
initially failed test described in (i) above is satisfied, but in no
event shall any such Participant receive an allocation of greater
than five hundred dollars ($500).
	 
	 	(iii)  	In the event that, after making the maximum
Discretionary Contribution permitted under (ii) above, the initially
failed test described in (i) above is still not satisfied, and the
Employer elects to make a further Discretionary Contribution, the
process described in (ii) above may be repeated, with the same maximum
allocation (i.e., $500) in effect, first with respect to such
Participants whose Pay for the Plan Year was between $15,001 and
$20,000, then (if necessary) with respect to such Participants whose
Pay for the Plan Year was between $20,001 and $25,000, and finally (if
necessary) with respect to such Participants whose Pay for the Plan
Year was between $25,001 and $30,000, until the initially failed test
is satisfied.
	 
	 	(iv)  	Any Discretionary Contribution shall be made
within the time period required by any applicable laws and regulations.
Any Discretionary Contribution allocated pursuant to this subsection
(b) shall be immediately vested as if it was a Deferral Contribution,
and shall be subject to the same withdrawal restrictions as
post-December 31, 1988 earnings on Deferral Contributions.






	 	(e)  	Excess Aggregate Contributions. If the Employer does not elect
to make any Discretionary Contributions pursuant to paragraph (d) above for a
Plan Year in which neither of the tests described in Section 3.6(b), as
modified by Section 3.6(c), is satisfied, the Plan Administrator may reduce the
Incentive Contributions of Active Participants who are Highly Compensated
Employees and distribute any Excess Aggregate Contributions, and income
allocable thereto, as provided below. Excess Aggregate Contributions shall
mean the excess of (i) the aggregate amount for the Plan Year of Incentive
Contributions and Deferral Contributions treated as Incentive Contributions for
purposes of the Actual Contribution Percentage test which are actually paid
over to the Trust Fund on behalf of the Active Participants who are Highly
Compensated Employees for such Plan Year; over (ii) the maximum amount of such
contributions permitted under Section 3.6(b), as modified by Section 3.6(c),
determined by reducing the amount of such contributions for Highly Compensated
Employees in order of their Contribution Percentages, beginning with the
highest Contribution Percentage, until the applicable test is satisfied.




-27-









 






	 	   	Distribution of Excess Aggregate Contributions shall be accomplished by
reducing the Incentive Contributions of Highly Compensated Employees,
beginning with the highest contributions (determined by dollar amount) in
the manner set forth in Section 401(m)(6)(C) of the Code, and continuing
until the total amount of Excess Aggregate Contributions has been
distributed.
	 
	 	   	Any amount so distributed shall be adjusted in accordance with applicable
regulations for income or loss allocable thereto for the Plan Year in which
Excess Aggregate Contributions were made, but not for the gap period prior
to distribution in the following Plan Year. The income or loss allocable to
Excess Aggregate Contributions shall be determined in a reasonable manner
consistent with the allocation of income or loss to a Participant’s Account
pursuant to Article 6, or in accordance with the “alternative method” set
forth in Treasury Regulation Section 1.401(m)-1(e)(3). If an Account from
which such a distribution is to be made is invested in more than one
Investment Fund, such distribution shall be made pro rata, to the extent
practicable, from all such Investment Funds.
	 
	 	   	The Excess Aggregate Contributions for any Plan Year, as determined above,
shall be distributed before the last day of the next Plan Year.
	 
	 	(f)  	Deductibility of Contributions. In no event shall the
contributions by the Employer under this Article III, when combined with
amounts contributed pursuant to any other provisions of the Plan and any other
plan of the Employer qualified under Section 401(a) of the Code, exceed the
amount deductible pursuant to Sections 404(a)(3)(A) or 404(a)(7) of the Code,
or any future Code provision limiting deductions with respect to profit sharing
plans.
	 
	 	(g)  	Plan Administrator Authority to Monitor Testing. The Plan
Administrator shall monitor the Plan’s compliance with the limitations of the
Actual Deferral Percentage and Actual Contribution Percentage tests and other
applicable limitations and shall have the power to take any and all steps it
deems necessary or appropriate to ensure compliance with these limitations.
	 
	 	(h)  	Compliance with Applicable Law. All determinations and
procedures with regard to the matters covered by this Section 3.6 shall be in
accordance with Section 401(m) of the Code and Treasury Regulation Section
1.401(m)-1, including the provisions requiring aggregate testing of plans that
are permissively aggregated for the purpose of satisfying the requirements of
Section 410(b) of the Code.






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



-28-









 







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



     3.8 Rollover Contributions.




	 	(a)  	An Active Participant may roll over to the Plan all or
any portion of the property such Active Participant receives from a
plan qualified under Section 401(a) of the Code, provided that: (i)
the rollover of such amounts to the Plan is permitted under the Code;
(ii) the rollover to the Plan is completed within the applicable time
periods prescribed by the Code and subject to the applicable rules of
the Code; (iii) no part of such transfer consists of after-tax
contributions; and (iv) such rollover consists only of cash. The Plan
Administrator may require such information from a Participant desiring
to make a rollover as it deems necessary or desirable to determine that
the proposed rollover will meet the requirements of this Section 3.8.
Each Participant’s Rollover Contributions and the earnings thereon will
be accounted for separately.
	 
	 	(b)  	Notwithstanding (a) above, an Eligible Employee who is
a Designated Pru-Care Employee (i) is not required to be an Active
Participant in order to make a Rollover Contribution, and (ii) may roll
over an outstanding loan balance from the Prudential Employee Savings
Plan, as part of a direct rollover of his or her entire account balance
from such plan, if such rollover occurs within the time prescribed by
the Plan Administrator.
	 
	 	(c)  	Notwithstanding (a) above, an Eligible Employee who is
no longer an Active Participant may roll over to the Plan an eligible
rollover distribution from the Retirement Plan for Employees of Aetna
Services, Inc. and/or the Pension Plan for Employees of U.S.
Healthcare, Inc. pursuant to this Section 3.8 as if he or she were an
Active Participant at the time of the rollover.
	 
	 	(d)  	Notwithstanding (a) above, a Designated NYLCare Texas
Employee (i) is not required to be an Active Participant in order to
make a Rollover Contribution, and (ii) may roll over an outstanding
loan balance from the Employee Progress Sharing Investment Plan
(EPSI), as part of a direct rollover of his or her entire account
balance from such plan, if such rollover occurs within the time
prescribed by the Plan Administrator. For purposes of this
subsection, “Designated NYLCare Texas Employee” shall mean an
individual who: (A) was an Eligible Employee actively




-29-









 






	 	   	employed by
Aetna Life Insurance Company and assigned to provide services to
NYLCare Health Plans of the Southwest, Inc. and NYLCare Health Plans
of the Gulf Coast, Inc. (“NYLCare Texas”) pursuant to the Revised
Final Judgment And Revised Hold Separate Stipulation And Order filed
by the United States Department of Justice, dated June 21, 1999, as
amended on August 4, 1999, as of the day before the closing of the
sale of NYLCare Texas, or certain assets thereof, to Health Care
Services Corporation; (B) was actively employed by Health Care
Services Corporation or an affiliate as of said closing date; and
(C) had an outstanding loan from EPSI as of said closing date.
	 
	 	(e)  	Notwithstanding (a) above, an Employee who is actively
employed by Integrated Pharmacy Solutions, Inc. on November 29, 2000
(i) is not required to be an Active Participant in order to make a
Rollover Contribution, and (ii) may roll over an outstanding loan
balance from the Integrated Pharmacy Solutions, Inc. 401(k) Plan, as
part of a direct rollover of his or her entire account balance in the
event of an eligible rollover distribution from such plan, if such
rollover occurs within the time prescribed by the Plan Administrator.





     3.9 Voluntary Contributions.




	 	(a)  	An Active Participant may contribute on an after-tax
basis, as Voluntary Contributions to a Voluntary Contribution Account,
amounts from one percent (1%) to five percent (5%) of Pay, in whole
percentages, pursuant to a written payroll deduction election delivered
to the Plan Administrator. An Active Participant who is a Highly
Compensated Employee is not permitted to contribute amounts on an
after-tax basis to the Plan as Voluntary Contributions but may have a
Voluntary Contribution Account with respect to Voluntary Contributions
that were made to the Plan before January 1, 1989. In addition, for the
1999 and 2000 Plan Years, an Active Participant who is a Designated
Pru-Care Employee and whose compensation (as defined in Section
415(c)(3) of the Code) for the prior year, including such compensation
from Prudential (as reported by Prudential),
exceeded $80,000, is not permitted to contribute amounts on an
after-tax basis to the Plan as Voluntary Contributions.
	 
	 	(b)  	No Active Participant shall, as a condition of participation or
continued participation, be required to make any Voluntary Contributions to
this Plan. No Voluntary Contributions shall be permitted from any Active
Participant during any period when the Participant is absent from




-30-









 






	 	   	employment
without pay or otherwise not receiving Pay. In no event shall any Voluntary
Contributions be matched with Incentive Contributions.





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



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



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



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



	 	 	 
	Percentage by which	 	 
	Performance Target Exceeded	Performance-Based Contribution
	less than 5%

	 	0% of Pay
	at least 5% but less than 10%

	 	1% of Pay
	at least 10% but less than 15%

	 	1 1/2% of Pay
	at least 15% but less than 20%

	 	2% of Pay
	at least 20% but less than 25%

	 	2 1/2% of Pay
	25% or more

	 	3% of Pay






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




-31-









 








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



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



-32-









 





ARTICLE IV - LIMITATIONS ON CONTRIBUTIONS




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



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




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



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




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





	 	(a)  	The contributions made by the Employer and all Affiliates to
any defined contribution plans, which include Deferral Contributions (including
any Excess Contributions and Discretionary Contributions), Incentive
Contributions (including any Excess Aggregate Contributions and Discretionary
Contributions), and Performance-Based Contributions;
	 
	 	(b)  	Any forfeitures allocable to any Participant with respect to
any defined contribution plans (as defined in Section 414(i) of the Code)
maintained by the Employer or any Affiliate;




-33-









 






	 	(c)  	Any Voluntary Contributions and any other contributions (other
than Rollover Contributions) made by a Participant to any such defined
contribution plans; and
	 
	 	(d)  	Any amounts described in Sections 415(l)(1) or 419A(d)(2) of
the Code.





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




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




	 	(ii)  	return of Unmatched Deferral Contributions to the affected
Participants; and
	 
	 	(iii)  	return of Matched Deferral Contributions to the affected
Participants and forfeiture of related Incentive Contributions equally.
Forfeited Incentive Contributions shall be applied to reduce future Incentive
Contributions.





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



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





-34-









 








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




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




-35-









 






ARTICLE V — INVESTMENTS




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



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



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



     5.4 Change of Investment Fund.




	 	(a)  	A Participant may elect, in accordance with rules established
by the Plan Administrator, to have all or a portion of the Incentive
Contributions or Performance-Based Contributions that have been automatically
invested in the Stock Account transferred from the Stock Account to one or more
other Investment Funds.
	 
	 	(b)  	A Participant may elect, in accordance with rules established
by the Plan Administrator, to alter the investment election for amounts held in
the Participant’s Account and for future Deferral, Performance-Based, Rollover
and Voluntary Contributions. Such election shall be made in accordance with
rules established by the Plan Administrator and shall remain in effect for all
subsequent periods until revised. The election shall specify the whole
percentages of future Deferral, Performance-Based, Rollover and Voluntary
contributions that the Participant elects to have invested in the available
Investment Funds, with the total not to exceed 100%.




 -36-









 






	 	(c)  	Any election under subsection (a) or (b) above shall be
processed as soon as practicable after the Plan Administrator’s receipt of such
election, but in no event more than ninety (90) days later.
	 
	 	(d)  	Notwithstanding the foregoing, the Company may impose
restrictions on the amount or percentage of a Participant’s investment in any
Investment Fund that may be transferred to any other Investment Fund to the
extent that the Company determines, in its sole discretion, that such
restrictions are in the best interests of Plan Participants generally. The
Plan Administrator shall notify Participants of such restrictions as promptly
as possible following the time the Company determines such restrictions are
appropriate or necessary. In addition, the Company has the right to restrict
investment changes regarding the Stock Account in order to comply with
applicable law or internal Company rules regarding the trading in Stock.
	 
	 	(e)  	Notwithstanding anything to the contrary in Section 5.3
or this Section 5.4, upon a Participant’s Termination from Service, any
amounts in the Participant’s Account that are not then vested pursuant
to Section 7.3 shall be invested as directed by the Company (without
regard to any election made by the Participant with respect to the
vested portion of the Participant’s Account), until the earlier of (i)
the date a forfeiture occurs, or (ii) the date the Participant becomes
re-employed prior to forfeiture of such amounts pursuant to Section
7.5. Effective July 1, 1999, the Company has directed that all such
non-vested amounts shall be invested in the Stable Value Option. The
Company shall notify the Trustee of such direction and of any future
changes with respect thereto.





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



     5.6 Purchase of Stock; the Stock Account.




	 	(a)  	Subject to the rules of Section 5.6(b), the Trustee shall
purchase Stock from or through such broker or dealer, at such times, in such
manner, and at such price as the Trustee, in its sole discretion shall
determine. Such purchases may, in the Trustee’s sole discretion, be on the
open market, through privately negotiated transactions, or from treasury or
authorized but unissued Stock made available by the Company for direct
purchases. Purchase of treasury or authorized but unissued Stock shall be at
the prevailing sales price for such Stock on the New York Stock Exchange at the
time of purchase by the Trustee, as valued by the closing price on the




 -37-









 






	 	   	New York Stock Exchange for the day, and shall be subject to any
restrictions imposed by law.






	 	(b)  	A portion of the assets held in the Stock Account may be held
in cash or temporary investments, if the Company directs that the Trustee is
(i) to maintain a pool of temporary investments to enable the movement of
assets into and out of the account to accommodate Participant elections or (ii)
to temporarily refrain from making an investment in Stock because market
conditions are such that the Company determines such investment could be
disruptive or could not be accomplished. The Company shall be solely
responsible for determining whether or not the investment in the Stock is
prudent.
	 
	 	(c)  	The Trustee shall be permitted to net all purchases and sales
for the Stock Account; provided, however, both sales and purchases will be at
market value and the books and records of the Trustee shall clearly reflect
such fact.
	 
	 	(d)  	Should the Trustee for any reason be unable to acquire or
dispose of the Stock in the manner provided by this Section, it shall notify
the Plan Administrator of such fact and shall thereafter make no purchases or
sales of Stock , until instructions are received from the Company.





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



     5.8 Contractual Income and Settlement.




	 	(a)  	Contractual Income. In accordance with the Trustee’s standard
operating procedure, the Trustee shall credit the Fund with income and maturity
proceeds on securities on contractual payment date net of any taxes or upon
actual receipt. To the extent the Trustee credits income on contractual
payment date, the Trustee may reverse such accounting entries to the
contractual payment date if the Trustee reasonably believes that such amount
will not be received.
	 
	 	(b)  	Contractual Settlement. In accordance with the Trustee’s
standard operating procedure, the Trustee will attend to the settlement of
securities transactions on the basis of either contractual settlement date
accounting or actual settlement date accounting. To the extent the Trustee
settles certain




 -38-









 






	 	   	securities transactions on the basis of contractual settlement date
accounting, the Trustee may reverse to the contractual settlement date any
entry relating to such contractual settlement if the Trustee reasonably
believes that such amount will not be received.




 -39-









 











ARTICLE VI — ACCOUNTS AND ALLOCATIONS




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



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



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




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




	 	(a)  	In determining the fair market value of securities other than
Stock held in the Trust Fund, if such securities are listed on a registered
stock exchange the Trustee shall value the securities at the prices they were
last traded on such exchange preceding the close of business on the Valuation
Date. Any unlisted security held in the Trust Fund shall be valued at its bid
price next preceding the close of business on the Valuation Date, which bid
price shall be obtained from a registered broker or an investment banker. In
determining the fair market value of assets other than securities for which
trading or bid prices can be obtained, the Trustee shall appraise such assets
in the manner directed by the Company.
	 
	 	(b)  	Notwithstanding the foregoing, the value of any Investment Fund
maintained by the Insurer shall be determined by the Insurer, and the Trustee
shall conclusively rely on the Insurer’s valuation.




 -40-









 











ARTICLE VII — VESTING




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



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



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




	 	(a)  	The Participant’s Normal Retirement Date;
	 
	 	(b)  	The Participant’s death while an Employee;
	 
	 	(c)  	The Participant’s Disability while an Employee;
	 
	 	(d)  	The Employer discontinues contributions or terminates or partially terminates
the Plan as provided in Article XI hereof.






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




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



	 	 	 
	Years of Vesting Service	 	Vesting Percentage
	Less than 1
	 	    0%
	1
	 	100%







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



	 	 	 
	Years of Vesting Service 	 	Vesting Percentage
	Less than 3
	 	    0%
	3
	 	100%







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



	 	 	 
	Years of Vesting Service 	 	Vesting Percentage
	Less than 1
	 	    0%
	1
	 	100%






 -41-









 







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



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



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




	 	(a)  	The Participant’s Normal Retirement Date;
	 
	 	(b)  	The Participant’s death while an Employee;
	 
	 	(c)  	The Participant’s Disability while an Employee;
	 
	 	(d)  	The Employer discontinues contributions or terminates or partially terminates
the Plan as provided in Article XI hereof.






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



	 	 	 
	Years of Vesting Service	 	Vesting Percentage
	Less than 3
	 	    0%
	3
	 	100%







	 	(f)  	In the event of a Change in Control, the date a Participant incurs a “Job
Elimination”, as defined in the Aetna Severance and Salary Continuation Benefits Plan,
provided such “Job Elimination” occurs within two years of the date of such Change in
Control, but only with respect to the Participant’s Account as of the date such Job
Elimination is incurred.





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



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




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



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ARTICLE VIII — DISTRIBUTION TO PARTICIPANTS




     8.1 Time of Distribution.




	 	(a)  	General. Except as otherwise provided in Article IX and
subsection (b), distribution of a Participant’s vested Account Value shall be
made only following the Participant’s Termination from Service, termination of
the Plan or as described in Sections 8.10(a)(iii) and (iv). Except for a
distribution pursuant to termination of the Plan, which may be delayed in the
discretion of the Plan Administrator until after receipt of Internal Revenue
Service approval, distributions to a Participant or Beneficiary shall be made
or begun as soon as administratively feasible following the Valuation Date as
of which the distribution is requested in writing by the Participant.
	 
	 	   	Notwithstanding the foregoing, neither a Participant who has a Money
Purchase Account nor a Beneficiary of such a Participant shall receive a
distribution as of a Valuation Date more than ninety (90) days or less than
thirty (30) days after the Plan Administrator has provided such Participant
the written notice described in Section 8.6; provided, however, that such
Participant may waive the 30-day period in accordance with Section 8.6(d).
The Valuation Date referred to in this paragraph shall be deemed the Annuity
Starting Date. In addition, unless a Participant otherwise elects to defer
distribution to a date no later than permitted under Section 8.1(b), distribution
of a Participant’s vested Account Value shall be made or begun
not later than sixty (60) days after the close of the Plan Year in which the
latest of the following occurs: (i) the Participant’s attainment of Normal
Retirement Age, (ii) the 10th anniversary of the Participant’s
commencement of participation in the Plan, or (iii) the Participant’s
Termination from Service. A Participant who does not make a request in
writing for commencement of benefits by such date shall be deemed to have
elected to defer distribution.






	 	(b)  	Minimum Required Distributions.






	 	(i)  	Notwithstanding any other provision of the Plan
to the contrary, the distribution of a Participant’s vested Account
Value (regardless of whether such Participant is an Employee) shall be
made or begun not later than the April 1st following the
calendar year in which the Participant attains age seventy and one-half
(70 1/2). Notwithstanding the preceding sentence, Participants who
attained age seventy and one-half (70 1/2) before January 1, 1988 and
whose Termination from Service did not occur before January 1, 1988,
shall have distribution of their vested Account Value made or




 -44-









 






	 	   	begun not later than the April 1st following the calendar
year of the Participant’s Termination from Service; provided,
however, that any such Participant may elect to begin receiving
distribution on or after the April 1st following the
calendar year in which the Participant attained age seventy and
one-half (70 1/2) even though such distribution precedes the
Participant’s Termination from Service.
	 
	 	   	Effective for distributions prior to July 30, 2001, benefit payments
under this subsection shall be calculated on the basis of the
Participant’s life expectancy, or at the option of the Participant,
on the basis of the joint life expectancies of the Participant and
his or her Beneficiary, all in accordance with the applicable
regulations. For purposes of the preceding sentence, life
expectancies of Participants and their Spouse Beneficiaries shall be
recalculated annually; provided, however, a Participant may elect not
to have his or her Spouse’s life expectancy recalculated.
	 
	 	   	Effective for distributions on or after July 30, 2001, benefit
payments under this subsection shall be calculated in accordance with
Section 401(a)(9) of the Code and the regulations thereunder, as
proposed on January 17, 2001; provided, however, that as of the
effective date of final regulations under Section 401(a)(9), such
final regulations shall apply.
	 
	 	   	A Participant may elect the time during the year at which such
minimum benefit payments will be made and, if no election is made,
such payments will be made during the last month in which such
minimum distribution is required to be made or at such other time
determined by the Plan Administrator in its sole discretion, but no
earlier than six months prior to the last month in which the
distribution is required.
	 
	 	(ii)  	A Participant whose Termination from Service
precedes the attainment of age 70 1/2 may defer distribution of the
payment of any benefits until the April 1st following the calendar year
in which the Participant attains age seventy and one-half (70 1/2), at
which time benefit payments shall commence as provided above unless and
until the Participant elects to begin distribution in accordance with
Section 8.6. Until a Participant elects a form of distribution under
Section 8.5 and 8.6, the Participant may (1) request up to three (3)
withdrawals each Plan Year (exclusive of any distribution during the
Plan Year pursuant to Section 8.1(b)), and (2) alter investment
elections in accordance with the rules of Article V. Any request




 -45-









 






	 	   	for withdrawal must be in writing and must be filed with the Plan
Administrator in accordance with Article IX.
	 
	 	(iii)  	In the case of a Participant who has a Money
Purchase Account, all distributions made pursuant to paragraphs (i) and
(ii) above shall be subject to the notice and spousal consent
requirements of Sections 8.6 and 8.7. If a married Participant and his
or her Spouse do not consent to a distribution as described in
paragraphs (i) or (ii), distribution of the Participant’s Money
Purchase Account shall commence in the form of a qualified joint and
fifty percent (50%) survivor annuity with his or her Spouse (or, if the
Participant’s Money Purchase Account is attributable to a money
purchase plan under which the normal form of distribution was a
qualified joint and one hundred percent (100%) survivor annuity, a
qualified joint and one hundred percent (100%) survivor annuity with
the Spouse). If a single Participant does not consent to a
distribution as described in paragraphs (i) and (ii), distribution of
the Participant’s Money Purchase Account shall commence in the form of
a single life annuity.
	 
	 	(iv)  	The Plan shall be interpreted and administered
in accordance with Section 401(a)(9) of the Code and the regulations
thereunder, which provisions shall control in the event of any conflict
with the terms of the Plan.
	 
	 	(v)  	Withdrawals under this Section 8.1(b) shall be
drawn from a Participant’s Accounts in the following order: Voluntary
Account, Rollover Account, Post-1983 Incentive Contribution Account
other than any portion automatically invested in Stock, remaining
Post-1983 Incentive Contribution Account, Pre-1984 Incentive
Contribution Account, Post-1983 Deferral Account, Post-1986 Incentive
Contribution Account other than any portion automatically invested in
Stock, remaining Post-1986 Incentive Contribution Account, Post-1986
Deferral Account attributable to Unmatched Deferral Contributions,
Post-1986 Deferral Account attributable to Matched Deferral
Contributions, Performance-Based Contribution Account, and Money
Purchase Account.





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




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



 -46-









 





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




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



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



     8.5 Forms of Distribution.




	 	(a)  	Subject to the rules regarding the manner of making an election
set forth in Section 8.6 and the rules of Section 8.1(b), a Participant may
elect to have his or her vested Account Value distributed in any of the
following forms of distribution:






	 	(i)  	monthly installments for one hundred eighty,
one hundred twenty or sixty months, with any unpaid amounts at the
Participant’s death paid to the Participant’s Beneficiary in a lump
sum;
	 
	 	(ii)  	annual installments for fifteen, ten or five
years, with any unpaid amounts at the Participant’s death paid to the
Participant’s Beneficiary in a lump sum;
	 
	 	(iii)  	a cash lump sum;
	 
	 	(iv)  	a lump sum payment of some or all of the
Participant’s Stock Account Value in kind, by issuance of Stock, with
any fractional or remaining shares of Stock paid in cash;
	 
	 	(v)  	a combination of the above.




 -47-









 












	 	(b)  	In the event a Participant elects to receive his or her vested
Account Value in more than one of the above forms of distribution, the
Participant shall specify the dollar amount or percentage of the vested Account
Value to be paid in each form of distribution. In the event a Participant
elects to receive any portion of his or her vested Account Value in
installments, the installments may, at the Plan Administrator’s option, be
provided from a Group Annuity Contract or individual annuity contract purchased
from the Insurer.





     8.6 Election of Form of Distribution.




	 	(a)  	When a Participant requests that distribution begin, the Plan
Administrator shall notify the Participant in writing of each of the optional
forms of distribution that the Participant may elect. With respect to a
Participant who has a Money Purchase Account, the notice shall be given within
no more than 90 days and no less than 30 days before the Annuity Starting Date.
The notice to a Participant with a Money Purchase Account shall also provide,
in nontechnical language, a general explanation stating that:






	 	(i)  	the normal form of distribution for a
Participant who has a Money Purchase Account shall be a single life
annuity, if the Participant is single or a qualified joint and fifty
percent (50%) survivor annuity with his or her Spouse if the
Participant is married (or, if the Participant’s Money Purchase Account
is attributable to a money purchase plan under which the normal form of
distribution was a qualified joint and one hundred percent (100%)
survivor annuity, a qualified joint and one hundred percent (100%)
survivor annuity with his or her Spouse);
	 
	 	(ii)  	a Participant who has a Money Purchase Account
and who is married on the date of distribution must obtain spousal
consent to elect a form of benefit other than a qualified joint and
survivor annuity with his or her Spouse as described in subsection (i)
above;
	 
	 	(iii)  	a Participant who has a Money Purchase Account
and who is not married on the date of distribution must consent in
writing to receive a form of benefit other than a single life annuity
with respect to the Money Purchase Account; and
	 
	 	(iv)  	if the Participant files a written request as
provided below, the Participant shall be furnished with a further
written explanation.






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



 -48-









 






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




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




	 	(b)  	A Participant shall elect the form of distribution by filing a
written election with the Plan Administrator not more than ninety (90) days
before the Annuity Starting Date. Any election under this Section may be
revoked in writing before the end of the election period referred to above. If
a Participant with a Money Purchase Account makes an election to receive
distribution in a form other than a qualified joint and survivor annuity with
his or her Spouse, any such election must be consented to by the Participant’s
Spouse, if any, as provided herein. No election pursuant to this Section shall
be effective unless made in writing on forms satisfactory to the Plan
Administrator and filed with the Plan Administrator before the end of the
election period.
	 
	 	(c)  	If the Plan Administrator is not able to provide notice as
described in this Section 8.6 to a Participant with a Money Purchase Account at
least thirty (30) days prior to such Participant’s Annuity Starting Date, then,
subject to the rules of subsection (d), such Participant’s Annuity Starting
Date shall be delayed until the first day of the month on or next following the
date which is thirty (30) days after the date such Participant receives the
notice. In that event, the benefit payable to the Participant shall be
adjusted to reflect the delayed commencement of benefits.
	 
	 	(d)  	Notwithstanding any provision of this Section 8.6, the Annuity
Starting Date of a Participant with a Money Purchase Account shall not be
delayed if the following requirements are met: (i) the Plan Administrator
provides the Participant with the notice described in this Section 8.6 at least
eight (8) days before the Annuity Starting Date, (ii) the Participant is
clearly informed of the Participant’s right to consider for at least thirty
(30) days whether to receive payment of benefits in the form applicable under
this Article or an optional form and whether to defer commencement of benefits,
if applicable, and (iii) no later than the Annuity Starting Date, the




 -49-









 






	 	   	Participant waives the right to the thirty (30) day minimum election period
and elects a form of benefit.





     8.7 Spousal Consent Requirements.




	 	(a)  	Where the terms of this Plan require that the consent of a
Participant’s Spouse be obtained, the consent of the Participant’s Spouse shall
be valid only if it: (1) is in writing; (2) is witnessed by a notary public;
(3) contains an acknowledgment by such Spouse of the effect of the consent and
the election of the Spouse; and (4) designates a Beneficiary and the form of
benefits, neither of which may be changed without the further consent of the
Spouse, unless such initial consent (i) specifically permits designations by
the Participant without any requirement of further consent of the Spouse or
(ii) acknowledges that the Spouse has the right to limit the consent to the
specific beneficiary or form of benefits and that the Spouse voluntarily elects
to relinquish either or both of such rights.
	 
	 	(b)  	The consent of a Participant’s Spouse shall not be required in
any of the following events: (1) the Participant establishes to the
satisfaction of the Plan representative that he or she has no Spouse or that
the Spouse cannot be located; (2) the Participant is legally separated or has
been abandoned (within the meaning of local law) and the Participant has a
court order establishing such legal separation or abandonment (unless a QDRO
requires the Spouse’s consent); (3) the form of benefit elected provides a
qualified joint and survivor annuity (within the meaning of Section 417(b) of
the Code) to the Participant and the Spouse; or (4) such other circumstances as
may be permitted under applicable Treasury Department regulations have occurred
with respect to the Participant. If a Participant’s Spouse is legally
incompetent to give consent, the Spouse’s legal guardian may give consent.





     8.8 Annuity Nontransferable. Any annuity issued to a Participant or Beneficiary under the
terms of this Plan shall be endorsed nontransferable.



     8.9 Distribution Where No Election by Participant. The Plan Administrator will make a
reasonable attempt to elicit an election as to the form and timing of distributions. If following
the Participant’s Termination from Service no such election is made, distribution shall be made in
the manner and as of the Participant’s required beginning date determined under Section 8.1(b). In
the event distribution is to be made under this Article in the form of a qualified joint and fifty
percent (50%) survivor annuity or a qualified joint and one hundred percent (100%) survivor annuity
and the Plan Administrator has not received information regarding the age of a Participant’s Spouse
that is satisfactory to the Plan Administrator, it shall be assumed that the Spouse is ten (10)
years younger than the Participant.



 -50-









 





     8.10 Limit on Distribution of Deferral Accounts.




	 	(a)  	Notwithstanding any other provision of the Plan to the
contrary, no distribution shall be made from a Participant’s Deferral Account
before:






	 	(i)  	Termination from Service, provided however,
that a distribution may not be made on account of Termination from
Service if such distribution would fail to comply with Section
401(k)(2)(B) of the Code;
	 
	 	(ii)  	termination of the Plan without establishment
or maintenance of another defined contribution plan (other than an
employer stock ownership plan as defined in Section 4975(e)(7) of the
Code);
	 
	 	(iii)  	the disposition by an Employer of
substantially all of the assets (within the meaning of Section
409(d)(2) of the Code) used by the Employer in a trade or business of
the Employer, but only with respect to an Employee who continues
employment with the corporation acquiring such assets;
	 
	 	(iv)  	the disposition by an Employer of its interest
in a subsidiary (within the meaning Section 409(d)(3) of the Code), but
only with respect to an Employee who continues employment with such
subsidiary;
	 
	 	(v)  	the attainment of age fifty-nine and one-half
(591/2) by the Participant; or
	 
	 	(vi)  	in the case of the Deferral Contributions (but
not earnings thereon credited after December 31, 1988), the Participant
experiences a Hardship, as defined in Section 9.3 below.






	 	(b)  	With regard to subparts (ii), (iii) and (iv) of paragraph (a)
above, any distribution must be a lump sum distribution (as defined in Section
401(k)(10)(B)(ii)). With regard to subparts (iii) and (iv) of paragraph (a)
above, such event shall be deemed covered by such subpart only if the Employer
continues to maintain the Plan after the disposition. The foregoing
limitations on distributions are intended to comply with the requirements of
Section 401(k)(2)(B) of the Code and shall be interpreted




 -51-









 






	 	   	in accordance with such Section and Treasury Regulation Sections
1.401(k)-1(d)(3) through (6).





     8.11 Small Account Values; Lump Sum Cash-Out. If, upon a Participant’s Termination from
Service Date, or on an annual basis thereafter, or at the time of any distribution from the Plan,
the Participant’s vested Account Value is not in excess of five thousand dollars ($5,000) (or such
greater amount as permitted under the Code), the Plan, to the extent permitted by law and
applicable regulations, shall make a single lump sum payment to the Participant or Beneficiary
entitled to such benefit. This Section shall not apply to any Participant who (a) is repaying a
loan by personal check pursuant to Section 9.7(g)(ii), until the earlier of the date on which the
loan is repaid in full or the date on which the Participant’s entire loan balance becomes due and
payable as a result of nonpayment or (b) has incurred a Termination from Service by reason of
Disability, until such time as such Participant’s employment with the Employer is terminated
pursuant to Company policy.



     8.12 Procedure for Missing Participants or Beneficiaries. The Plan Administrator must use all
reasonable measures to locate Participants or Beneficiaries who are entitled to distributions from
the Plan. In the event that the Plan Administrator cannot locate a Participant or Beneficiary who
is entitled to a distribution from the Plan after using all reasonable measures to locate him or
her, the Plan Administrator shall, after the expiration of 2 years after the benefit becomes
payable, treat the amount distributable as a forfeiture in accordance with Section 7.5 and allocate
it in accordance with the terms of the Plan. If the Participant or Beneficiary is later located,
the Plan Administrator shall restore to the Plan the amount forfeited, without interest.



 -52-









 





ARTICLE IX — WITHDRAWALS AND LOANS




     9.1 Withdrawals from Voluntary Contribution and Rollover Accounts. A Participant may withdraw
all or part of the value of the Voluntary Contribution or Rollover Account for any reason after
providing notice to the Plan Administrator of up to thirty (30) days as required by the Plan
Administrator. Such notice shall be in writing and shall specify the value to be withdrawn in
terms of dollars or a percentage of the Voluntary Contribution or Rollover Account Value.



     9.2 Withdrawals from Deferral and Incentive Contribution Accounts. A Participant may not make
withdrawals from the Deferral Account or the Incentive Contribution Account before Termination from
Service, except: (a) upon attainment of age 59 1/2; (b) upon Disability; or (c) in the event of
Hardship as provided in Section 9.3. No withdrawals may be made from the Incentive Contribution
Account until the Participant is vested in accordance with the provisions of Article VII.



     9.2A Withdrawals from Performance-Based Contribution Account. A Participant may not make
withdrawals from the Performance-Based Contribution Account before Termination from Service, except
upon attainment of age 59 1/2. No withdrawals may be made from the Performance-Based Contribution
Account until the Participant is vested in accordance with the provisions of Article VII.



     9.3 Hardship Withdrawals.




	 	(a)  	In the event of Hardship (as defined below) and upon notice of
up to thirty (30) days to the Plan Administrator as required by the Plan
Administrator, a Participant shall have the right to withdraw the amount
necessary to relieve the Hardship from (i) the Deferral Account accumulated
after December 31, 1986 (provided, that earnings after December 31, 1988 on
Deferral Contributions may not be withdrawn), and (ii) the portion of the
Incentive Contribution Account attributable to contributions made from January
1, 1984 through December 31, 1986 and earnings on such amounts.
	 
	 	(b)  	For the purposes of this Section 9.3, a “Hardship” shall be
deemed to exist if, and only if, such Participant experiences an immediate and
heavy financial need (as defined in (c) below) and the withdrawal is necessary
to satisfy the financial need of the Participant (as defined in (d) below).
	 
	 	(c)  	A Participant will be deemed to experience an immediate and
heavy financial need if, and only if, the withdrawal is required for one of the
following reasons:




 -53-









 












	 	(i)  	payment of otherwise unreimbursable expenses
for medical care described in Section 213(d) of the Code previously
incurred by the Participant, the Participant’s spouse, or any
dependents of the Participant (as defined in Section 152 of the Code)
or necessary for such persons to obtain such medical care;
	 
	 	(ii)  	purchase of a lot on which to build the
Participant’s principal residence if construction will begin within six
(6) months of the purchase of the lot;
	 
	 	(iii)  	payment of post-secondary educational expenses
of the Participant or the Participant’s spouse, children or dependents
(as defined in Section 152 of the Code) for the next semester or
quarter, and, effective August 8, 1991, for the next twelve (12)
months;
	 
	 	(iv)  	payment of amounts necessary to prevent the
eviction of the Participant from his or her principal residence or
foreclosure on the mortgage on the Participant’s principal residence;
	 
	 	(v)  	purchase (excluding mortgage payments) or
construction of Participant’s principal residence if such request is
received before closing;
	 
	 	(vi)  	payment of expenses related to the adoption of
a child by the Participant; or
	 
	 	(vii)  	payment of expenses related to the death of a
member of the Participant’s immediate family. For purposes of this
Section, a member of the Participant’s immediate family shall include
the Participant’s Spouse and the Participant’s lineal ascendants or
descendants, as well as any other person who raised the Participant or
the Participant’s Spouse or was raised by the Participant.






	 	(d)  	A withdrawal will be deemed necessary to satisfy the financial
need of a Participant if, and only if:






	 	(i)  	the withdrawal is not in excess of the amount
of the immediate and heavy financial need of the Participant. The
amount of the




 -54-









 






	 	   	immediate and heavy financial need may include any amounts necessary
to pay any federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution; and
	 
	 	(ii)  	the Participant represents and certifies to the
Plan Administrator in writing that the financial need cannot be met
with other funds reasonably available to the Participant, the
Participant’s Spouse or the Participant’s minor children including:






	 	(A)  	through reimbursement or
compensation by insurance or otherwise;
	 
	 	(B)  	by reasonable liquidation of the
Participant’s assets without creating another immediate and
heavy financial need;
	 
	 	(C)  	by cessation of Deferral and
Voluntary Contributions to this Plan; and
	 
	 	(D)  	by other distributions or
nontaxable (at the time of the loan) loans from plans maintained
by the Employer including this Plan, or by any other employer,
or by borrowing from commercial sources on reasonable commercial
terms in an amount sufficient to satisfy the need.





     9.4 Timing of Withdrawals. No more than three (3) withdrawals of any kind may be made within
any calendar year.



     9.5 Distribution of Amounts Withdrawn. Upon receipt of the Plan Administrator’s approval of a
request for withdrawal in accordance with the provisions of Sections 9.1, 9.2 or 9.3, the Trustee
shall, to the extent necessary, and in accordance with directions provided by the Plan
Administrator, convert Account assets to cash and distribute the requested amount to the
Participant. Any conversion to cash pursuant to this provision shall be made by converting the
portion of the Participant’s Account Value equal to the amount of the withdrawal invested in each
Investment Fund pro rata.



          Withdrawals shall be made from the Participant’s Accounts in the following order: (1)
Voluntary Contribution Account, (2) Rollover Account, (3) Incentive Contribution Account, (4)
Performance-Based Contribution Account, and (5) Deferral Account.




     9.6 Consent to Withdrawals. If a Participant with a Money Purchase Account is married as of
the effective date of a withdrawal, any withdrawal from such Money Purchase Account shall require
the written consent of the Participant’s Spouse in the same manner as provided for in Section 8.7,
except that clause (4) of Section 8.7(a) shall not apply. A Participant may not receive a
withdrawal from such Money Purchase Account on a date more than 90 days



 -55-









 





or less than 30 days after the Plan Administrator has provided the Participant with a
withdrawal form and with the information set forth in Section 8.6(a), except as provided in Section
8.6(d).




     9.7 Loans to Participants.




	 	(a)  	An Active Participant receiving a regular paycheck from the
Employer may apply for one or more loans from the Plan. A Participant who is
on leave (with or without pay) or who is receiving long-term disability
benefits or severance pay, as well as retirees, temporary employees and
beneficiaries, may not apply for a loan. Subject to limitations described
herein, loans shall be approved by the Plan Administrator or its designees in
their sole discretion. Effective April 1, 2002, the Plan Administrator shall
charge the Account of a Participant a reasonable fee for the initiation of a
loan. Such fee, which may be amended from time to time or eliminated entirely,
in the Plan Administrator’s discretion, shall be charged against the remaining
Account balance (i.e., the Account balance less the amount of the loan). In no
event shall the amount of the loan be less than $1,000, and the amount of the
loan, when added to the aggregate amount of all Plan loans to the Participant
then outstanding, may not exceed the lesser of:






	 	(i)  	$50,000, reduced by the excess (if any) of (A)
the highest outstanding balance of loans from the Plan during the
one-year period ending on the day before the date on which such loan
was made, over (B) the outstanding balance of loans from the Plan on
the date on which such loan was made; or
	 
	 	(ii)  	one-half of the Participant’s vested Account
Value on the date of the loan.






	 	(b)  	Loans made to Participants for purposes other than for the
purchase of the Participant’s principal residence shall be for terms of not
less than one (1) nor more than five (5) years. Loans made to Participants for
the purchase of the Participant’s principal residence shall be for terms of not
less than one (1) nor more than thirty (30) years. Effective January 1, 1999,
a Participant shall only be permitted to have outstanding one (1) principal
residence loan and one (1) general purpose loan. Notwithstanding the
foregoing, a Participant who had one or more general purpose loans outstanding
on December 31, 1998 shall be permitted to have two (2) general purpose loans
outstanding until the last of such pre-January 1, 1999 general purpose loans
has been paid off.
	 
	 	(c)  	Any loan to a Participant hereunder shall be considered an
investment of the Participant’s Account, and loan funds will be drawn from the
following portions of the Participant’s total Account in the following order:
Money




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	 	   	Purchase Account, the portion of the Participant’s Post-1986 Incentive
Contribution Account automatically invested in the Stock Account as provided
under Section 5.3, the remaining Post-1986 Incentive Contribution Account,
Post-1983 Deferral Account, Post-1986 Deferral Account attributable to
Unmatched Deferral Contributions, remaining Post-1986 Deferral Account,
Pre-1984 Incentive Contribution Account, the portion of the Participant’s
Pre-1987 Incentive Contribution Account automatically invested in the Stock
Account as provided under Section 5.3, the remaining Post-1987 Incentive
Contribution Account, Performance-Based Contribution Account, Voluntary
Contribution Account, and Rollover Account. Subject to the schedule in the
preceding sentence, funds for a loan will be obtained by liquidating the
Participant’s interest in the various Investment Funds in which the
Participant’s Accounts are invested pro rata.
	 
	 	   	The loan shall bear interest for the period the loan is outstanding based on
a fixed monthly interest rate that reflects a reasonably competitive
interest rate that would be charged for similar collateralized loans in
accordance with Department of Labor Regulations Section 2550.408b-1. The
interest rate for loans under the Plan shall be equal to the prime interest
rate stated in The Wall Street Journal for the last working day of the month
preceding the date of the loan plus 1%. The interest rate in effect for the
entire term of the loan will be the rate in effect at the time the Plan
Administrator receives the loan application. The applicable interest rate
shall be set forth in the loan agreement. The Plan Administrator shall
provide any Participant who requests a loan with disclosure of interest rate
information required by Regulation Z of the Federal Reserve Board
promulgated pursuant to the Truth in Lending Act, 15 U.S.C. Section 1601, et
seq.






	 	(d)  	As security for such loan, the Participant shall pledge the
portion of his or her Account Value represented by the loan and earnings
thereon (as set forth in the promissory note representing the loan). The Plan
Administrator shall have the rights of a secured creditor under the Uniform
Commercial Code and otherwise at law with respect to any portion of the
Participant’s Account pledged as security. If any amount is outstanding upon
the occurrence of an event giving rise to a withdrawal or distribution under
this Plan and such withdrawal or distribution would require distribution of a
secured portion of the Account, the amount of the loan that would become
unsecured shall be charged against such withdrawal or distribution and paid
from and upon such distribution or withdrawal.
	 
	 	   	If a Participant does not repay the amount of any loan made hereunder within
the specified time, (i) the Plan Administrator shall report the default as a
distribution for federal income tax purposes, and (ii) the Plan
Administrator shall cause the amount of the unpaid debt (including any




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	 	   	interest thereon) to be deducted from the secured portion of the Account, as
soon as a distribution or withdrawal is legally permitted from such portion
of the Account (without regard to limitations in the Plan that are more
restrictive than required by the Code). If the amount of such interest,
payment or distribution is not sufficient to repay the unpaid balance of
said debt, the Participant shall remain liable for said remaining debt.
	 
	 	(e)  	Loan repayments will be credited to the Participant’s then
current investment elections. If the Participant ceases making contributions
to the Plan, repayments will be credited pursuant to the Participant’s most
recent investment elections. If the Participant has not made post-1983
contributions to the Plan, repayments will be credited to the Stable Value
Option.
	 
	 	(f)  	Loan Repayment.






	 	(i)  	Except as otherwise provided herein, or in (g)
below, loans will be repaid by regular deduction from the Participant’s
paycheck from the Employer, beginning with the first paycheck issued in
the second calendar month following the calendar month in which the
loan is made.
	 
	 	(ii)  	If a Participant is a Transferred Employee, the
Participant’s loan shall be repaid by regular deduction from the
Participant’s paycheck from the successor employer of the Transferred
Employees or any member of a controlled group (within the meaning of
Section 414(b) of the Code) including such employer, and such
repayments shall be transmitted to the Company or any other Employer on
a regular basis as agreed to between the Company and the acquiring
company; provided that the Company may instead allow repayment by
personal check in accordance with (g)(ii)(5) below; and provided
further, that upon such Participant’s termination of employment with
the successor employer of the Transferred Employees and all members of
a controlled group (within the meaning of Section 414(b) of the Code)
including such employer (except in the case of a Transferred Employee
who is re-employed by an Employer), the Participant’s entire loan
balance will become immediately due and payable.
	 
	 	(iii)  	A Participant who terminated employment on
August 10, 1996 and immediately thereafter commenced employment with
Moore Business Forms, Inc. may continue to repay the loan in
installments, by regular deduction from the Participant’s paycheck from
Moore Business Forms, Inc.; provided that the Company may instead allow
repayment by personal check in accordance with




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	 	   	(g)(ii)(5) below; and provided further, that upon such Participant’s
termination of employment with Moore Business Forms, Inc., the
Participant’s entire loan balance will become immediately due and
payable.
	 
	 	(iv)  	Loan repayments may be suspended under this
Plan as permitted under Section 414(u)(4) of the Code.






	 	(g)  	Failure to Repay; Exceptions.






	 	(i)  	If a Participant fails to make two months worth
of loan payments, the Plan Administrator will send the Participant a
notice indicating that the Participant is delinquent in repaying the
loan. Upon the earliest of a Participant’s:






	 	(1)  	failure to make up any delinquent
loan payments during a legally permissible grace period provided
by the Company following receipt of the notice described in the
preceding sentence; or
	 
	 	(2)  	Termination from Service;






the Participant’s entire loan balance will become immediately due and
payable.




	 	(ii)  	Notwithstanding (g)(i)(2) above, a Participant who:






	 	(1)  	terminates employment upon or
after attaining age 45 with ten (10) Years of Vesting Service
and with a combined age and Years of Vesting Service totaling at
least 65;
	 
	 	(2)  	becomes covered by the Employer’s
long-term disability plan;
	 
	 	(3)  	takes an unpaid Authorized Leave
of Absence;
	 
	 	(4)  	effective October 1, 1998,
becomes eligible, on or after such date, to receive job
elimination benefits under the Company’s severance and salary
continuation benefits plan or similar benefits under an
agreement with the Employer; or
	 
	 	(5)  	if the Company so elects with
respect to all Participants continuing employment with a
particular successor company after a sale or outsourcing,
terminates




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employment
in connection with such sale our outsourcing and
continues employment with the successor company;




may elect to pay the entire loan balance as described in (g)(i)
above, or to make monthly payments to repay the loan by sending
personal checks to the Plan Administrator or by assigning a portion
of his or her retirement benefits to the Plan Administrator to the
extent permitted on a uniform basis for all similarly situated
Participants by the Plan Administrator, consistent with the
requirements of Section 401(a)(13) of the Code and Section 206(d) of
ERISA.




	 	(h)  	If a Participant with a Money Purchase Account is married as of
the date of the loan, any loan which could result in a potential reduction of
benefits payable to or with respect to such Participant from such Money
Purchase Account in the event of non-payment of such loan shall require consent
of the Participant’s Spouse in the same manner as provided for in Section 8.7,
except that clause (4) of Section 8.7(a) shall not apply. Consent of the
Participant’s Spouse shall also be required in the event of any renegotiation,
extension, renewal or other revisions of a loan described in the previous
sentence.
	 
	 	(i)  	No loan shall be made in the event that the interest rate
required to be charged pursuant to Section 9.7(c) would violate any applicable
usury law.
	 
	 	(j)  	A Participant shall not be granted a withdrawal and a loan
under the Plan in the same month. If a Participant requests both a withdrawal
and a loan in the same month, the loan request will be considered to have been
made first, and the withdrawal request will become effective in the next month.
	 
	 	(k)  	A Participant may not receive a loan described in subparagraph
(h) above on a date more than 90 days or less than 30 days after the Plan
Administrator has provided the Participant with a loan application form and
with information explaining the spousal consent rules set forth in Sections 8.6
and 8.7, except as provided in Section 8.6(d).
	 
	 	(l)  	All loan repayment schedules shall provide for substantially
level amortization of the loan.
	 
	 	(m)  	The Plan Administrator shall administer this Section 9.7
pursuant to the foregoing and such additional rules and regulations as it shall
promulgate in accordance with Section 72(p) of the Code and Department of Labor
Regulations Section 2550.408b-1.




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     9.7A Loans — Financial Services/International Employees. Effective as of the close of
business on December 13, 2000, notwithstanding any provision herein to the contrary, a former
Participant who is a Financial Services/International Employee, so long as such Participant remains
employed by a member of the controlled group of corporations which includes ING North America
Insurance Corporation and such member has established a payroll transfer procedure with the Company
which is acceptable to the Plan Administrator, may apply for a loan. Any such loan must comply with
the restrictions set forth in Section 9.7 above. This Section 9.7A shall cease to be effective as
of December 31, 2001.



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ARTICLE X — PAYMENT OF DEATH BENEFITS




     10.1 Source of Death Benefits. Death benefits are payable from or with assets held by the
Trustee on behalf of the deceased Participant as of the date on which the Plan Administrator
receives written notification of the Participant’s death in a manner acceptable to the Plan
Administrator; provided, that the death benefit will be available to a Participant’s Spouse or
other Beneficiary, as applicable, within ninety (90) days of the receipt of notice of death. This
Article X applies only if the Participant’s death precedes the commencement of distribution of a
Participant’s vested Account Value under Section 8.6. If a Participant dies after commencing
distribution of his or her vested Account Value under Section 8.6, death benefits shall be payable
only as provided under the form of distribution in which the Participant’s vested Account Value is
being paid.



     10.2 Determinations of Values and Cash-Outs. The death benefit under this Article X shall be
equal to the vested Account Value held by the Trustee for the Beneficiary of a deceased Participant
as of the date of distribution to the Beneficiary; provided, however, that death benefits with
respect to amounts held in a Money Purchase Account shall be payable as a Qualified Pre-Retirement
Survivor Annuity, unless the Participant makes a contrary written election with the consent of his
or her Spouse, if any, as set forth in Section 10.4. Notwithstanding any other provision of the
Plan to the contrary, if a Participant’s vested Account Value has not at the time of any
distribution exceeded five thousand dollars ($5,000) (or such greater amount as permitted under the
Code), upon a Participant’s death, or on an annual basis thereafter, such vested Account Value will
be immediately distributed to the Participant’s Beneficiary(ies) in the form of a lump sum.



     10.3 Death Benefit Attributable to Accounts Other Than Money Purchase Account. Each
Participant shall have a right to designate one or more Beneficiaries to receive any death benefits
that may become payable under the Plan with respect to all Accounts other than any Money Purchase
Account by filing with the Plan Administrator the forms specified for this purpose, subject to the
waiver and spousal consent requirements under Section 8.7. Notwithstanding the provisions of
Section 1.10, the Beneficiary of a Participant who is married to his or her Spouse immediately
before death shall be the Participant’s Spouse, unless the Participant elects otherwise with the
consent of the Spouse obtained in the same manner provided for in Section 8.7. The Beneficiary of
a Participant who has no Spouse immediately before death shall be as set forth in Section 1.10.



     The form of payment of the death benefit, other than that attributable to a Money Purchase
Account, shall be a lump sum equal to 100% of the Participant’s Account Value; provided, however,
that the Beneficiary shall have the right to elect to receive the death benefit in another form of
payment set forth in Section 8.5, subject to the rules set forth in Section 10.6. Any death
benefit payable pursuant to this Section 10.3 shall be paid (or commence as the case may be) as of
the month following the month of the Participant’s death or as of any subsequent month, as elected
by the Beneficiary, subject to the rules set forth in Section 10.6.



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     10.4 Death Benefit Attributable to Money Purchase Account.




	 	(a)  	Unmarried Participants. If a Participant has no Spouse
as of the date of death, the death benefit attributable to the Money Purchase
Account shall be payable as provided under Section 10.3.
	 
	 	(b)  	Married Participants. If a Participant has a Spouse as
of the date of death, the death benefit attributable to the Money Purchase
Account shall be paid to the Spouse unless an election has been made pursuant
to (c) below. The form of payment shall be a monthly annuity for the life of
the Spouse, which form of death benefit shall be known as the Qualified
Pre-Retirement Survivor Annuity. The Participant’s Spouse may direct that
payment of the Qualified Pre-Retirement Survivor Annuity commence as of the
month following the month of the Participant’s death or as of any subsequent
month, subject to the rules set forth in Section 10.6. If the Spouse does not
so direct, payment of such benefit shall commence at the time the Participant
would have attained Normal Retirement Age. Notwithstanding the foregoing, the
Spouse shall have the right, prior to the Annuity Starting Date with respect to
the Qualified Pre-Retirement Survivor Annuity, to waive the Qualified
Pre-Retirement Survivor Annuity and to elect instead one of the forms of
payment set forth in Section 8.5, subject to the rules set forth in Section
10.6.
	 
	 	(c)  	Married Participants — Election of Alternate
Beneficiary. A Participant may elect, subject to the Spouse’s consent as
provided in Section 8.7, a Beneficiary other than the Spouse by filing an
election with the Plan Administrator at any time within the period beginning on
the earlier of: (i) the first day of the Plan Year in which the Participant
attains age 35 (or becomes a Participant, if later); or (ii) a vested
Participant’s Termination from Service Date; and ending on the Participant’s
death.
	 
	 	   	Such election shall name a Beneficiary other than the Spouse, in which case
the form of benefit shall be as elected by the Beneficiary from among the
forms of payment set forth in Section 8.5, subject to the rules set forth in
Section 10.6.
	 
	 	   	An earlier election (with spousal consent) may be made provided a written
explanation of the Pre-Retirement Survivor Annuity is given to the
Participant and such election becomes invalid at the beginning of the Plan
Year in which the Participant attains age 35. Any election under this
Section 10.4(c) may be revoked in writing by the Participant at any time,
provided however that an election cannot be changed or revoked after the
Participant’s death. No election pursuant to this Section 10.4(c) shall be
effective unless made in writing on a form satisfactory to the Plan
Administrator and filed with the Plan Administrator prior to the end of the




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	 	   	election period, and unless such election is consented to by such
Participant’s Spouse in accordance with the provisions of Section 8.7
hereof.
	 
	 	(d)  	Applicable Period. Within the applicable period with
respect to a Participant, the Plan Administrator shall provide the Participant
a written explanation of the Qualified Pre-Retirement Survivor Annuity
containing the information specified in subsection (e) below. For purposes of
this paragraph, the term “applicable period” means, with respect to a
Participant, whichever of the following periods ends last:






	 	(i)  	The period beginning with the first day of the
Plan Year in which the Participant attains age 32 and ending with the
close of the Plan Year preceding the Plan Year in which the Participant
attains age 35;
	 
	 	(ii)  	A reasonable period after the individual
becomes a Participant. For this purpose, in the case of an individual
who becomes a Participant after age 32, the explanation must be
provided by the end of the one-year period beginning with the date on
which the individual becomes a Participant;
	 
	 	(iii)  	A reasonable period ending after the Plan no
longer fully subsidizes the cost of the Pre-Retirement Survivor Annuity
with respect to the Participant; or
	 
	 	(iv)  	A reasonable period ending after Section
401(a)(11) of the Code applies to the Participant;






provided that in the case of a Termination from Service, the applicable
period, if it has not yet begun, shall begin upon the Termination from
Service, and shall end one year after such Termination from Service.




	 	(e)  	Notice. Within the applicable period, the Plan
Administrator shall provide the Participant with a written explanation, in
nontechnical language , stating (i) that, unless a contrary election is made,
the Participant’s Spouse will receive a Qualified Pre-Retirement Survivor
Annuity; (ii) that such Participant may elect not to have the Spouse receive a
Qualified Pre-Retirement Survivor Annuity in the event of the Participant’s
death before beginning to receive retirement benefits; (iii) that the
Participant’s Spouse must consent to such election in the same manner as
provided in Section 8.7; and (iv) that if the Participant files a written
request as provided below, the Participant shall be furnished with a further
written explanation. The foregoing explanation shall also inform the
Participant




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of the general effect of any such election, and the effect of revocation of
such election.




If a Participant to whom the general explanation described above is
furnished files a written request with the Plan Administrator within 60 days
after such general explanation is first mailed or delivered to the
Participant, the Plan Administrator shall furnish such Participant with a
written explanation in nontechnical language of the Qualified Pre-Retirement
Survivor Annuity provided under this Section 10.4 and the financial effect
upon such Participant of any election not to have his or her Spouse receive
such a Qualified Pre-Retirement Survivor Annuity. Such specific explanation
shall conform to the requirements of the regulations issued pursuant to
Sections 401(a)(11) and 417 of the Code.




	 	(f)  	Notwithstanding anything in this Section 10.4 to the contrary,
effective July 30, 2001, the sole alternative form of payment that may be
elected pursuant to subsection (b) or (c) above shall be a lump sum
distribution.





     10.5 Proof of Death. The Trustee may rely exclusively on the Plan Administrator’s
determination of the fact of death of a Participant and of the right of any person to receive all
or part of any death benefit. In making such determination, the Plan Administrator may require
such proof of death and other evidence as the Plan Administrator deems to be necessary. The Plan
Administrator’s determination shall be conclusive upon any person having or claiming any right to
death benefits as a consequence of the death of the Participant.



     10.6 Limitation of Payments. Notwithstanding any other provision of the Plan to the contrary,
the payment of any death benefit payable to any Beneficiary shall be subject to the rules and
restrictions of Section 401(a)(9) of the Code and the regulations thereunder (including without
limitation, Treasury Regulation Section 1.401(a)(9)-2), which restrictions shall not expand the
requirements of this Article X with regard to payment upon death. For purposes of this Section
10.6, “Commencement Date” as used below shall mean the earlier of (i) the Participant’s required
beginning date under Section 401(a)(9) of the Code and the regulations thereunder, but determined
as if the Participant had terminated employment prior to age 70 1/2; or (ii) if distribution has
irrevocably commenced in the form of an annuity, the date on which such distribution commenced.
The following rules shall apply:




	 	(a)  	If the Participant dies after the Commencement Date, such death
benefit must be distributed to the Beneficiary under a method that is at least
as rapid as the method under which the distributions were being made to the
Participant as of the date of the Participant’s death;
	 
	 	(b)  	If the Participant dies before the Commencement Date and the
Beneficiary is not the Participant’s Spouse, the entire interest of the
Participant must be distributed no later than the last day of the calendar year
in which the fifth anniversary of the Participant’s death occurs, except to the
extent that the




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	 	   	Beneficiary is the Participant’s Spouse and the exception in subsection (c)
below applies;
	 
	 	(c)  	If the Participant dies before the Commencement Date and any
portion of such Participant’s interest is payable to, or for the benefit of,
such Participant’s Spouse as designated Beneficiary, distribution of such
portion must commence not later than the later of the December 31st of the
calendar year immediately following the calendar year of the Participant’s
death or the December 31st of the calendar year in which the Participant would
have attained age seventy and one-half (70 1/2), and such portion may be
distributed over a period that does not exceed the life or life expectancy of
the Spouse;
	 
	 	(d)  	In the event that a Participant shall have designated his or
her Spouse as designated Beneficiary and such Spouse shall die after the death
of the Participant and before the commencement of distributions to the Spouse,
the Participant’s Spouse shall be substituted for the Participant in applying
the provisions of this Section 10.6, but only for the purpose of determining
the period over which payment of benefits may be made;
	 
	 	(e)  	For purposes of this Section 10.6, life expectancies of
Participants and their Spouse Beneficiaries shall be recalculated annually,
except to the extent that a Participant has elected otherwise pursuant to
Section 8.1(b)(i); and
	 
	 	(f)  	For purposes of this Section 10.6, and in accordance with the
applicable regulations, any death benefit payable to a Participant’s child
shall be treated as if it had been paid to such Participant’s surviving Spouse
if such amount will become payable to such surviving Spouse upon such child’s
reaching the age of majority (or upon the occurrence of such other event as may
be designated by the applicable regulations).





     10.7 Deaths Occurring On or After July 30, 2001. Notwithstanding any other provision of this
Article X, effective for deaths occurring on or after July 30, 2001, all death benefits
attributable to Accounts other than Money Purchase Accounts shall be made in the form of a lump sum
distribution no later than the last day of the calendar year following the calendar year in which
the Participant’s death occurs.



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ARTICLE XI — TERMINATION OF PLAN




     11.1 Company’s Right to Terminate. While the Company intends this Plan to continue
indefinitely, the Company reserves the right to terminate the Plan or to discontinue contributions
from time to time to any extent that it may, in its sole and complete discretion, deem advisable.
No such termination shall have the effect of diverting any part of the principal or income of the
Trust Fund for any purpose other than for the exclusive benefit of Participants or their
Beneficiaries or of reducing a Participant’s or Beneficiary’s interest in the Trust Fund. The Plan
as a whole shall be terminated and all contributions shall be discontinued only pursuant to a
resolution of the Board of Directors of the Company. The Plan may be terminated in part or
contributions may be discontinued in part in the same manner as is prescribed for the adoption of
amendments to the Plan. Any total or partial termination or discontinuance of contributions shall
become effective upon the date specified in the resolution of the Board of Directors or a written
instrument of termination.



     11.2 Effect on Employer and Trustee. The Employer shall make no further contributions after
termination of the Plan. The Trust shall be continued in existence, however, as long as the
Trustee deems it to be necessary for the effective discharge of any remaining duties by the
Trustee.



     11.3 Effect on Participants. Upon termination in whole or in part of the Plan, the Plan
Administrator shall make an allocation in the manner prescribed by Section 6.3, after payment of
any expenses properly charged to the Trust Fund and adjustments for capital gain and loss with
respect to the Stable Value Option. The Plan Administrator shall then direct the Trustee to
distribute to the Participants for whom the Plan is being terminated all assets remaining in the
Trust Fund.



     11.4 Termination of Participation by a Participating Company. Any Participating Company may
withdraw from participation in the Plan at any time by delivering to the Plan Administrator
certified copies of a resolution to that effect adopted by its board of directors; provided that a
Participating Company shall cease to be a Participating Company, without further action, upon
ceasing to be an Affiliate of the Company.




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ARTICLE XII — AMENDMENT OF THE PLAN




     12.1 Procedure for Amendment. Subject to the restrictions of Section 12.2, the Company
reserves the right to amend this Plan from time to time in any respect. Any amendments to this
Plan by the Company shall be in writing and executed by the Chairman or the President; provided,
however, that to the extent that the Chairman or the President has delegated the authority to amend
the Plan, directly or indirectly, to any designated individual, any such amendment shall be made in
writing and executed by such designated individual. Notwithstanding the foregoing, any amendment
which is made to comply with a change in law or to secure the approval of the Plan or an amendment
by the Internal Revenue Service, which does not materially increase the cost of the Plan to the
Employer, and which involves no significant choice regarding the manner in which such change shall
be implemented may be executed by any Vice President or Assistant Vice President charged with
responsibility for the administration of the Plan.



     12.2 Restrictions.




	 	(a)  	Except as provided in Section 4.1, no amendment or act shall
result in the distribution or diversion of any part of the assets of the Trust
Fund for purposes other than the exclusive benefit of Participants or their
Beneficiaries.
	 
	 	(b)  	No amendment or modification of the Plan shall deprive any
Participant or Beneficiary retroactively of benefits accruing from
contributions made before such amendment or modification unless the amendment
or modification is necessary to conform the Plan to any law, governmental
regulation or ruling, or to enable the Plan and Trust to satisfy the
requirements of Sections 401 and 501 of the Code.
	 
	 	(c)  	No amendment shall reduce the vested percentage of any
Participant below the percentage in effect for such Participant as of the later
of (i) the effective date of the amendment or (ii) the date of adoption of the
amendment. If an amendment changes the vesting provision under the Plan, in
accordance with applicable regulations, any Participant may choose to have the
amount of his or her vested benefit determined on the basis of the Plan
provisions in effect immediately before the effective date of the amendment.
	 
	 	(d)  	No amendment shall affect the rights, duties or
responsibilities of the Trustee without its prior written consent. The Trustee
shall receive copies of any amendment promptly following execution of the same.




-68-









 











     12.3 Change in Control.




	 	(a)  	Notwithstanding any other provision of this Article 12 or
Article 13: (i) the Company shall not amend or terminate the Plan if the
effect would be to amend any Change in Control provisions until March 10, 2002,
at or after which time any amendment shall be prospective only.
	 
	 	(b)  	In the event of a Change in Control, for one year following the
Change in Control, the Company and all Participating Companies, and all
successors to the Company and all Participating Companies, shall maintain
benefit plans, for persons employed as of the day immediately preceding the
Change in Control who remain employed subsequent to the Change in Control, the
aggregate value of which, on an annual basis, is not less than the aggregate
value of the Benefit Plans maintained by the Company and all Participating
Companies prior to the Change in Control. For purposes of this provision,
Benefit Plans shall include the following:






	 	1.  	Aetna Services, Inc. Incentive Savings Plan
	 
	 	2.  	Retirement Plan for Employees of Aetna
Services, Inc.
	 
	 	3.  	The Aetna Services, Inc. Supplemental Incentive
Savings Plan
	 
	 	4.  	The Aetna Services, Inc. Supplemental Pension
Benefit Plan
	 
	 	5.  	Medical/Dental Plan (including Retiree Medical)
	 
	 	6.  	Managed Short-Term Disability Benefits Plan
	 
	 	7.  	Managed Long-Term Disability Benefits Plan
	 
	 	8.  	Group Term Life
	 
	 	9.  	Severance and Salary Continuation Benefits Plan










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ARTICLE XIII — MANAGEMENT OF THE PLAN




     13.1 Allocation of Responsibility. The following named Fiduciaries shall have only those
specific powers, duties, responsibilities and obligations as are specifically given them under this
Plan and Trust.




	 	(a)  	Company. The Company shall have the sole authority to appoint
and remove the Trustee, the Plan Administrator, and the Benefit Finance
Committee (and/or any or all members thereof) as described herein.
	 
	 	(b)  	Plan Administrator. The Plan Administrator shall have the sole
responsibility for the administration of the Plan as described herein.
	 
	 	(c)  	Benefit Finance Committee. The Benefit Finance Committee shall
consist of those members appointed by the Company pursuant to the provisions of
the Retirement Plan for Employees of Aetna Services Inc., and, with respect to
this Plan, the Benefit Finance Committee shall have an advisory role with
respect to the selection of Investment Funds as further described in Section
5.8.
	 
	 	(d)  	Trustee. The Trustee shall have the sole responsibility for
the administration and accounting of the Trust Fund as described herein.
	 
	 	(e)  	Reliance on Co-Fiduciary. Each Fiduciary warrants that any
directions given, information furnished or action taken by it shall be in
accordance with the provisions of the Plan and Trust, as the case may be,
authorizing or providing for such direction, information or action.
Furthermore, each Fiduciary may rely upon any such direction, information or
action of another Fiduciary as being proper under the Plan and Trust and is not
required under the Plan and Trust to inquire into the propriety of any such
direction, information or action unless such Fiduciary has reason to believe an
impropriety exists. It is intended under the Plan and Trust that each
Fiduciary shall be independently responsible for the proper exercise of its own
respective powers, duties, responsibilities and obligations under the Plan and
Trust and, in the absence of knowledge, shall not be responsible for any act or
failure to act of another Fiduciary. No Fiduciary guarantees the Trust Fund in
any manner against investment loss or depreciation in asset value.





     13.2 Powers and Duties of the Plan Administrator. The Plan shall be administered by a Plan
Administrator who shall be the Company or, in the alternative, one or more persons who shall be
appointed by the Company. The Plan Administrator may delegate to any person or entity any powers
or duties of the Plan Administrator under the Plan. To the extent of any such delegation, the
delegate shall become the named fiduciary responsible for administration of the



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Plan (if the delegate is a fiduciary by reason of the delegation), and references to the Plan
Administrator shall apply instead to the delegate. Any action by the Company assigning any of its
responsibilities as Plan Administrator to specific persons who are all directors, officers, or
Employees of the Company shall not constitute delegation of the Plan Administrator’s
responsibilities but rather shall be treated as the manner in which the Company has determined
internally to discharge such responsibility. The Plan Administrator may be removed at any time
without cause.




          Compensation of the Plan Administrator and all usual and reasonable expenses of
administration, including but not limited to actuarial, legal and accounting fees may be paid in
whole or in part by the Employer, and any expenses not paid by the Employer shall be paid by the
Trustee out of the principal or income of the Trust Fund. The source of such payments may differ
from year to year. No Employee shall receive compensation with respect to services as the Plan
Administrator.




	 	(a)  	The Plan Administrator shall have such duties and powers as may
be necessary to discharge its duties hereunder, including, but not by way of
limitation, the following:






	 	(i)  	to construe and interpret the terms and intent
of the Plan, decide all questions of eligibility and determine the
amount, manner and time of payment of any benefits hereunder except
that the Plan Administrator shall have no power to add to, subtract
from or modify any of the terms of the Plan, or to change or add to any
benefits provided by the Plan, or to waive or fail to apply any
requirements of eligibility for a benefit under the Plan;
	 
	 	(ii)  	to prescribe procedures to be followed and
information to be supplied by Participants or Beneficiaries filing
applications for benefits;
	 
	 	(iii)  	to prepare and distribute in writing, in such
manner as the Plan Administrator determines to be appropriate,
information explaining the Plan;
	 
	 	(iv)  	to receive from the Employer, the Trustee,
Participants and Beneficiaries such information as shall be necessary
for the proper administration of the Plan;




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	 	(v)  	to furnish to the Employer, upon request, such
annual reports with respect to the administration of the Plan as are
reasonable and appropriate;
	 
	 	(vi)  	to receive, review and keep on file (as it
deems convenient or proper) reports of the financial condition, and of
the receipts and disbursements, of the Trust Fund from the Trustee;
	 
	 	(vii)  	to appoint or employ individuals to assist in
the administration of the Plan and any other agents it deems advisable,
including legal and actuarial counsel;
	 
	 	(viii)  	to defend or initiate any lawsuit on behalf of the Plan or the
Participants and Beneficiaries without the consent of the Employer if
the Plan Administrator deems it reasonably necessary to protect the
Plan or its Participants and Beneficiaries. Legal fees and costs of
litigation shall be borne by the Trust Fund to the extent not paid by
the Employer; and
	 
	 	(ix)  	to implement a loan or other borrowing on
behalf of the Trustee as directed by the Company.






	 	(b)  	If there shall arise any misunderstanding or ambiguity
concerning the meaning of any of the provisions of the Plan arising out of the
administration thereof, the Plan Administrator shall have the sole right to
construe such provisions in its discretion. Subject to the limitations of the
Plan and applicable law, the Plan Administrator may make such rules and
regulations as it deems necessary or proper for the administration of the Plan
and the transaction of business hereunder. All rules and decisions of the Plan
Administrator shall be uniformly and consistently applied to all Participants
in similar circumstances. When making a determination or calculation, the Plan
Administrator shall be entitled to rely upon information furnished by a
Participant or Beneficiary, the Employer, the legal counsel of the Employer, or
the Trustee.
	 
	 	(c)  	The decisions of the Plan Administrator with respect to any
matter it is empowered to act upon shall be made by it in its sole discretion
based on the Plan documents and shall be final, conclusive and binding on all
persons. Further, findings of fact by the Plan Administrator as to matters
relating to a Participant’s employment record are binding on the Participant
(or the Participant’s Beneficiary) for the purposes of the Plan.




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     13.3 Notices and Elections of Participants.




	 	(a)  	All persons shall be required to furnish information and proof
to the Plan Administrator as to any and all facts that the Plan Administrator
may reasonably require concerning any person affected by the terms of the Plan
(including date of birth and satisfactory proof, by personal endorsement on
benefit checks or otherwise, of the survival of any payee to the due date of
any payment).
	 
	 	   	Each terminated Participant shall inform the Plan Administrator of any
changes of address. All notices to any persons from the Plan Administrator
will be sent to the last known address of such person, and there shall be no
further obligation to such person in the event any such communication is not
received by the person.
	 
	 	   	There will be no obligation to make any payment to a payee under the Plan
until proof is received that the payee was living on the due date of the
payment. If such proof is not received within seven years of the due date
of the payment, the obligation to make any payments under the Plan shall be
limited to the benefit that would be payable had the payee died immediately
before such due date. Notwithstanding any other provision of the Plan to
the contrary, if, after the expiration of such period, it is established
that the payee was living on the due date of such payment, any right to
payments established by such proof, less any amounts paid as a death
benefit, shall be reinstated.
	 
	 	   	If any fact relating to a Participant or any other payee has been misstated,
the correct fact may be used to determine the amount of the benefit payable
to the Participant or to such other payee. If overpayments or underpayments
have been made because of such incorrect statement, the amount of any future
payments shall be adjusted appropriately.
	 
	 	(b)  	Any request, notice or election to be filed with the Plan
Administrator by a Participant or Beneficiary shall be filed in the manner
required by the Plan Administrator. A request, notice or election by a
Participant or Beneficiary shall be effective only if made on such form or in
such manner required by the Plan Administrator.





     13.4 Accounts and Records. The Plan Administrator shall maintain such accounts and records
regarding the fiscal and other transactions of the Plan and such other data as may be required to
carry out its functions under the Plan and to comply with all applicable laws. The Plan
Administrator shall hold the promissory notes and other instruments documenting or pertaining to
Participant loans made pursuant to Section 9.7 as custodian therefore.



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     13.5 Compliance with Applicable Law. The Plan Administrator shall be responsible for the
preparation and filing of any required returns, reports, statements or other filings with
appropriate governmental agencies. The Plan Administrator shall also be responsible for the
preparation and delivery of information to persons entitled to such information under any
applicable law.



     13.6 Liability. The functions of the Plan Administrator, Trustee and the Benefit Finance
Committee under the Plan are fiduciary in nature and each shall be carried out solely in the
interest of the Participants and other persons entitled to benefits under the Plan for the
exclusive purpose of providing the benefits under the Plan (and for the defraying of reasonable
expenses of administering the Plan). Each such entity or person shall carry out its respective
functions in accordance with the terms of the Plan with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like character and with
like aims. No members of the Benefit Finance Committee and no officer, director, or Employee shall
be liable for any action or inaction with respect to his or her functions under the Plan unless
such action or inaction is adjudicated to be a breach of the fiduciary standard of conduct set
forth above. Further, no Employee nor any member of the Benefit Finance Committee shall be
personally liable hereunder merely by virtue of any instrument executed by him or her or on his or
her behalf as the Plan Administrator or as a member of such committee. Notwithstanding the
foregoing, under no circumstances shall the Plan Administrator, Trustee or Benefit Finance
Committee be liable for any indirect, consequential or special damages with regard to their
respective responsibilities under this Plan and Trust.



     13.7 Indemnification. To the fullest extent permitted by law, the Plan (and, to the extent
ERISA prohibits indemnification by the Plan, the Employer) shall indemnify officers and directors
of the Employer (and any Employee involved in carrying out the functions of the Employer under the
Plan) and each member of the Benefit Finance Committee against any expenses, including attorneys’
fees and expenses and amounts paid in settlement (to the extent approved by the Employer) of a
liability, which are reasonably incurred in connection with any legal action to which such person
is a party by reason of his or her duties or responsibilities with respect to the Plan.



     13.8 Authorization of Payments. The Plan Administrator shall issue directions to the Trustee
concerning all benefits and expenses that are to be paid from the Trust Fund pursuant to the
provisions of the Plan and warrants that all such directions are in accordance with this Plan. In
the discretion of the Plan Administrator, any distribution of benefits to or on behalf of a
Participant may be made directly to the person specified by the Plan Administrator or deposited in
a checking account maintained by the Plan Administrator for the purpose of making payments to the
person or persons entitled to such benefit payments under the Plan, or to an account maintained by
some other entity which the Plan Administrator may designate to make payments.



     13.9 Notices to Trustee. Any Vice President or Assistant Vice President charged with
responsibility for the administration of the Plan shall notify the Trustee of the names and titles
of



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those persons authorized to communicate with the Trustee by and on behalf of the Plan
Administrator and issue directions to the Trustee on behalf of the Plan Administrator. As
otherwise specified herein, the Trustee shall be entitled to rely upon all directions and
communications from such persons and only such persons, unless and until the Trustee is notified to
the contrary by any Vice President or Assistant Vice President charged with responsibility for the
administration of the Plan. To the extent that the Plan provides that the Trustee shall act only
upon or pursuant to a direction of the Company, any such direction of the Company shall be
communicated to the Trustee by those person authorized to communicate with the Trustee on behalf of
the Plan Administrator; provided, however, that when such persons are communicating with the
Trustee on behalf of the Company they shall do so as agents for the Company.




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ARTICLE XIV — TRUSTEE




     14.1 Accounting. The Trustee shall keep an accurate and detailed account of all receipts,
investments, disbursements and other transactions hereunder. All accounts, books and records
relating to such transactions shall be open to inspection and audit at all reasonable times by any
person designated by the Company or the Plan Administrator. Within seventy-five (75) days
following the end of each Plan Year and within seventy-five (75) days after any removal or
resignation of the Trustee as provided in Section 14.7, the Trustee shall file with the Plan
Administrator a written account setting forth (a) the transfer of funds to the Trust Fund; (b) the
gains, or losses, realized by the Trust Fund upon sales or other disposition of the assets; (c)
the increase, or decrease, in the value of the Trust Fund; (d) the transfer of funds from the Trust
Fund; and (e) such further reasonable information as the Employer and/or Plan Administrator may
request, as agreed to by the Trustee during such Plan Year or during the period from the end of the
last Plan Year to the date of such removal or resignation, and setting forth the current value of
all Trust assets and liabilities. Upon the expiration of ninety (90) days from the date of filing
such annual or other accounts, the Trustee shall be forever released and discharged from all
liability and accountability with respect to the propriety of its acts and transactions shown in
such account, except with respect to any such acts or transactions as to which the Plan
Administrator or the Company shall file with the Trustee written objections within such 90-day
period.



     14.2 Trustee’s Responsibilities Limited. The Trustee may rely on the representation of the
Plan Administrator that the Plan and Trust hereby created are qualified within the meaning of
Section 401(a) of the Code, and the Trustee shall have no obligation to inquire into such
continuing qualification.



          The Trustee shall not be responsible for administration of the Plan and shall not be obliged
to determine whether any particular instruction or direction of the Plan Administrator regarding
distribution or any other matter relating to Plan administration accords with the terms and
conditions of same. Neither shall the Trustee be obliged to collect contributions due under this
Plan, to determine whether contributions are in accordance therewith, or to account for allocations
to Participants. The investment and management of the Trust Fund assets shall be determined in
accordance with Article V and Section 14.8. The Trustee shall not invest, sell, exchange, encumber
or otherwise act with respect to the assets without specific direction of the Plan Administrator
pursuant to the direction of a Participant. Without specific direction from the Company, the
Trustee shall not borrow or authorize borrowing on behalf of the Trust Fund or advance cash for any
purpose. The Trustee shall not establish a new Investment Fund, or implement any change with
respect to an Investment Fund without specific direction of the Company. The Trustee shall incur
no liability by complying with any such direction and shall be under no duty or obligation to
review, evaluate or reevaluate the investments made pursuant to such directions.



          Notwithstanding anything in the Agreement to the contrary, the Trustee shall not be
responsible or liable for its failure to perform under this Agreement or for any losses to the
Trust Fund, resulting from any event beyond the reasonable control of the Trustee, its agents or



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subcustodians, including but not limited to nationalization, strikes, expropriation, devaluation,
seizure, or similar action by any governmental authority, de facto or de jure; or enactment,
promulgation, imposition or enforcement by any such governmental authority of currency
restrictions, exchange controls, levies or other charges affecting the Fund’s property; or the
breakdown, failure or malfunction of any utilities or telecommunications systems (but not including
the Trustee’s own internal, proprietary systems); or any order or regulation of any banking or
securities industry including changes in market rules and market conditions affecting the execution
or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of
God; or any other similar event. This Section shall survive the termination of this Agreement.




     14.3 Information and Receipts. The Plan Administrator shall accompany each transfer of
contributions to the Trust Fund with such information as the Trustee may reasonably require for
purposes of discharging its duties.



     14.4 Administrative Services. The Trustee may appoint one or more administrative agents or
custodians or contract for the performance of such administrative and service functions as it may
deem necessary or desirable for the effective operation of the Trust and Plan.



     14.5 Expenses. All expenses chargeable to the Trust Fund hereunder shall be paid by the Trust
Fund; provided that the Company may direct in its sole discretion that all or certain expenses
chargeable to the Trust Fund shall be paid by the Employer. To the extent, however, that funds are
available from commissions, 12b-1 fees or other fees chargeable in connection with investments,
expenses shall be charged first against such available funds, and remaining expenses shall be paid
from the Trust Fund, unless paid by the Employer as provided above. Expenses chargeable to the
Trust Fund shall include but not be limited to the following:




	 	(a)  	commissions and other sales or service charges;
	 
	 	(b)  	taxes of any kind;
	 
	 	(c)  	administrative and clerical costs;
	 
	 	(d)  	legal fees; and
	 
	 	(e)  	the Trustee’s fee.





          Generally, expenses paid from the Trust Fund shall be allocated to the Accounts of
Participants in proportion to Participants’ Account Value. Investment fees and expenses shall be
charged to the Accounts of Participants who have invested in the applicable Investment Fund unless
paid by the Employer as provided above, provided that expenses of any Investment Fund to be charged
to Participants shall be charged to all Participants investing in that Investment Fund on the same
basis. To the extent funds available from commissions, 12b-1 fees or other fees chargeable in
connection with investments in Investment Funds exceed the costs of administering the Plan which
are permitted by law to be paid from Plan assets and have not otherwise been paid



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from Plan assets, the Company shall, in its discretion, take one or more of the following courses
of action with respect to any excess: (i) use the excess to provide additional services to the
Plan; (ii) allocate the excess to the Accounts of Participants with balances in such Investment
Funds, pro rata based on the balances in such Investment Funds; or (iii) waive the excess fees.




     14.6 Compensation of Trustee. The Trustee shall be compensated from the Trust Fund or, at the
direction of the Company, by the Employer for its services by payment of the Trustee’s fee, the
amount of which shall be agreed upon from time to time between the Company and the Trustee. The
Company acknowledges that, as part of the Trustee’s compensation, the Trustee may earn interest on
balances, including without limitation, disbursement balances and balances arising from purchase
and sales transactions.



          If the Trustee advances cash for any purpose, pursuant to Section 14.2, the Trustee shall be
entitled to collect from the Trust Fund sufficient cash for reimbursement, and if such cash is
insufficient, dispose of the assets of the Trust Fund to the extent necessary to obtain
reimbursement. To the extent that the Trustee advances funds to the Trust Fund for disbursements
or to effect the settlement of purchase transactions, the Trustee shall be entitled to collect from
the Trust Fund an amount equal to what would have been earned on sums advanced (an amount
approximating the “federal funds” interest rate).



     14.7 Resignation or Removal of Trustee. The Trustee may resign as Trustee at any time by
providing the Company with written notice of the resignation. Upon receipt of such notice the
Company shall forthwith appoint a successor Trustee who shall notify the Trustee in writing that it
has accepted the appointment as successor Trustee. Upon receiving such notice of acceptance, the
Trustee may first reserve and liquidate such assets as are necessary for the payment of its
compensation and expenses and for the payment of any liabilities involving the Trustee. It shall
then transfer to the successor Trustee the remaining assets of the Trust Fund and all records
pertinent thereto.



          If a successor Trustee is not appointed within thirty (30) days after the giving of notice or
removal, the Trustee may apply to a court of competent jurisdiction for the appointment of a
successor. The Trustee shall be entitled to reimbursement from the Trust for all expenses incurred
by it in connection with the settlement of its accounts and the transfer and delivery of the Trust
Fund to its successor. If the Trustee is removed, it shall be entitled to full compensation as if
the Trust Fund had terminated while it was still acting. If the Trustee resigns, it shall be
entitled to compensation then accrued but unpaid.



          Except for removal for cause, the Company may remove the Trustee only by first designating a
successor Trustee and by providing the Trustee with no less than sixty (60) days’ notice of the
removal. The removal shall not be effective until the Trustee is notified in writing by the
successor Trustee that it has accepted the appointment as successor. In such case the Trustee,
after first receiving and liquidating such assets as may be necessary for the payment of its
compensation and expenses and for the payment of any liabilities involving the Trustee, shall
transfer to the successor Trustee the remaining assets of the Trust Fund and records pertinent
thereto.



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     14.8 Voting or Tender of Stock.




	 	(a)  	Each Participant shall be considered a named fiduciary for the
limited purpose set forth in this Section and shall have the right, based upon
the Stock held in the Stock Account attributable to the Participant’s Account,
to direct the Trustee in writing as to the manner in which to vote such shares
or to respond to a tender or exchange offer for such Stock, and the Trustee
shall vote or tender or not tender such Stock for each Participant’s Account
based upon such instructions.
	 
	 	(b)  	The Trustee shall utilize its best efforts to distribute or
cause to be distributed in a timely fashion to each Participant such identical
written information (if any), and only such information, as will be distributed
to stockholders of the Company in connection with any such vote or tender or
exchange offer and a voting or tender or exchange offer instruction form for
return to the Trustee or its designee. In the event that the Trustee
determines that the Trustee is required pursuant to ERISA to provide
Participants with additional information or guidance not previously provided to
all other stockholders, the Trustee shall notify the Company in advance of
providing such additional information to Participants. The notice to the
Company shall be reasonably calculated to allow the Company an opportunity to
determine whether it must provide such additional information to other
stockholders at the same time it is provided to Participants or whether the
Company must take any other action with respect to such information.






	 	(i)  	The voting or offer instruction form shall show
the number of shares of Stock attributable to the Participant’s Account
and shall provide a means for the Participant to (A) instruct the
Trustee how to vote or whether or not to tender or exchange such shares
and (B) specify the Investment Fund under the Plan in which the
proceeds of any sale shall be invested in the event such shares are
sold pursuant to a tender offer.
	 
	 	(ii)  	Such form shall also advise each Participant in
the Stock Account (A) that voting or tender or exchange instructions
provided to the Trustee shall be held in strict confidence and shall
not be divulged or released to any other person, including any officer
or Employee of the Company; (B) the manner in which the Trustee shall
vote or tender or exchange shares of Stock as to which timely
instructions were not received by the Trustee, and (C) that in the
event a Participant’s Stock is sold and the Participant has not
specified the Investment Fund in which the proceeds shall be invested,
such proceeds shall be invested in the Stable Value Option until a




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	 	   	contrary investment election is made by the Participant pursuant to
the Plan.




	 	(c)  	Upon receipt of such instructions, the Trustee shall vote or
tender or not tender (or withdraw from tender) or exchange such Stock in
accordance with such instructions, and the Trustee shall vote or tender or not
tender (or withdraw from tender) or exchange any Stock as to which timely
instructions were not received by the Trustee in the same proportion as the
Trustee votes or tenders or exchanges any Stock for which instructions were
received, unless the Trustee determines in its sole discretion that voting or
tender in such manner is not consistent with ERISA, in which case the Trustee
shall determine in its sole discretion the manner in which or the extent to
which the Trustee shall vote or tender or exchange any Stock for which
instructions were not timely received. Instruction forms received from the
Participant shall be retained by the Trustee and shall not be provided, or the
instructions divulged, to the Company or to any officer or Employee thereof or
to any other person.
	 
	 	(d)  	In implementing the foregoing procedures, the Trustee will act
fairly, in the best interests of each Participant, and in a manner that will
not impose undue pressure on any Participant as to the voting or tender or
exchange offer instructions he or she should give to the Trustee. An
instruction to the Trustee to tender or exchange Stock shall not be deemed to
constitute withdrawal or suspension from the Plan or forfeiture of any portion
of a Participant’s interest in the Plan. In the case of a tender or exchange,
Accounts shall be adjusted appropriately to reflect the Trustee’s execution of
Participants’ instructions.
	 
	 	(e)  	To the extent practicable and permitted by applicable law,
other rights with respect to holders of Stock, such as a dissenter’s right with
regard to a merger or the right of a holder of Stock to join in a class action,
shall be given to each Participant as a named fiduciary with respect to Stock
in the Stock Account attributable to the Participant’s Account, so that the
Participant, rather than the Trustee, may exercise discretion with respect to
such rights. The Trustee and the Company may establish appropriate rules,
analogous to the rules in this Section with respect to voting and tender, and
may impose reasonable restrictions on Participants, in order to effectuate the
intent of the preceding sentence.





     14.8A Voting With Respect to Investment Funds Other Than the Stock Account. With respect to
Investment Funds other than the Stock Account, the Company shall be responsible for proxy voting
and shall direct the Trustee in writing as to the manner in which to vote the shares of the
applicable Investment Fund; provided, however, that if the Company determines that it has a
conflict of interest with respect to any such vote, then such vote shall be accomplished by
applying the procedures set forth in Section 14.8 as if the shares of the



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Investment Fund in any Participant’s Account were Stock held in the Stock Account attributable to
such Participant’s Account.




     14.9 Indemnification by Employer. To the fullest extent permitted by law, the Employer hereby
covenants and agrees that it will at all times indemnify and hold harmless the Trustee from any and
all liability that may arise in connection with this Trust and which does not arise from the
negligence or willful misconduct of the Trustee.



     14.10 Legal Action by Trustee. The Trustee shall not be required to institute or engage in
any legal action or to take any action other than required by this Trust, unless it expressly
agrees in writing to do so and unless arrangements have been made to indemnify it fully for all
expenses that may be incurred in connection therewith.



     14.11 Acceptance of Trustee. Effective upon its execution of this Trust, the Trustee accepts
the Trust created hereunder and agrees to be bound by all the terms set forth herein and to hold
the Trust Fund in trust. The Trustee shall not have any duty to inquire into the administration of
the Plan or actions taken by any prior trustee.



     14.12 Powers of Trustee. The Trustee in administering the Trust is authorized and empowered,
subject to the provisions of Article V and this Article XIV:




	 	(a)  	To purchase and subscribe for any securities or other property
and to retain such securities and other property in trust;
	 
	 	(b)  	To sell at public or private sale, for cash, or upon credit, or
otherwise dispose of any property, real or personal; and no person dealing with
the Trustee shall be bound to see to the application or to inquire into the
validity, expediency or propriety of any such sale or other disposition;
	 
	 	(c)  	To adjust, settle, contest, compromise and arbitrate any
claims, debts, or damages due or owing to or from the Trust Fund, and to sue,
commence or defend any legal proceedings in reference therein;
	 
	 	(d)  	To exercise any conversion privilege subscription rights or
other options pertaining to or in connection with securities or other property
held by it; to consent to or otherwise participate in any reorganization,
consolidation, merger or adjustment pertaining to any corporate reorganization
or any other changes affecting corporate securities, to deposit any property
with any committee or depositary, and to pay any assessments or other charges
in connection therewith;
	 
	 	(e)  	To exercise itself, or by general or limited power of attorney,
any right, including the right to vote, incident to any securities or other
property held by it;




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	 	(f)  	To invest all or part of the Trust Fund in interest-bearing
deposits with the Trustee, or with a bank or similar financial institution
related to the Trustee if such bank or other institution is a fiduciary with
respect to the Plan as defined in ERISA, including but not limited to
investments in time deposits, savings deposits, certificates of deposit or time
accounts which bear a reasonable interest rate;
	 
	 	(g)  	To settle investments in any collective investment fund,
including a collective investment fund maintained by the Trustee or an
affiliate, to the extent such investments are a part of any authorized
Investment Fund, and to appoint agents and sub-trustees. To the extent that
any investment is made in any such collective investment fund, the terms of the
collective trust indenture shall solely govern the investment duties,
responsibilities and powers of the trustee of such collective investment fund
and, such terms, responsibilities and powers shall be incorporated herein by
reference and shall be a part of this Agreement. For purposes of valuation,
the value of the interest maintained by the Fund in such collective investment
fund shall be the fair market value of the collective investment fund units
held, determined in accordance with generally recognized valuation procedures.
The Named Fiduciary expressly understands and agrees that any such collective
investment fund may provide for the lending of its securities by the collective
investment fund trustee and that such collective investment fund trustee will
receive compensation for the lending of securities that is separate from any
compensation of the Trustee hereunder, or any compensation of the collective
investment fund trustee for the management of such fund. The Trustee is
expressly authorized to settle investments in a collective fund which invests
in Mellon Financial Corporation stock in accordance with the terms and
conditions of the Department of Labor Prohibited Transaction Exemption 95-56
(the “Exemption”) granted to the Trustee and its affiliates and to use a
cross-trading program in accordance with the Exemption. The Named Fiduciary
acknowledges receipt of the notice entitled “Cross-Trading Information”.
	 
	 	(h)  	To register any investment held in the Trust Fund in its own
name or in the name of a nominee or to hold any investment in bearer form;
	 
	 	(i)  	To employ suitable agents, accountants and counsel to pay their
reasonable expenses and compensation;
	 
	 	(j)  	To hold any part or all of the Trust Fund uninvested;
	 
	 	(k)  	To make, execute and deliver as Trustee any and all advances,
contracts, waivers, releases or other instruments in writing necessary or
proper in the employment of any of the foregoing powers;




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	 	(l)  	To exercise, generally, any of the powers which an individual
owner might exercise in connection with property either personal or mixed held
by the Trust, and to do all other acts that the Trustee may deem necessary or
proper to carry out any of the powers set forth in this Article XIV or
otherwise in the best interests of the Plan Participants;
	 
	 	(m)  	The Trustee may defend or initiate any lawsuit without the
consent of the Employer if the Trustee deems it reasonably necessary to protect
the principal or income of any asset held by the Trust Fund. Legal fees and
costs of litigation shall be borne by the Trust Fund to the extent not paid by
the Employer; and
	 
	 	(n)  	To borrow on behalf of the Trust Fund upon specific direction
of the Company and to authorize the Plan Administrator to implement such
borrowing.
	 
	 	(o)  	To collect income payable to and distributions due to the Fund
and sign on behalf of the Trust any declarations, affidavits, certificates of
ownership and other documents required to collect income and principal
payments, including but not limited to, tax reclamations, rebates and other
withheld amounts; provided that the Trustee shall not be responsible for the
failure to receive payment of (or late payment of) distributions with respect
to securities or other property of the Fund.





     14.13 Maintenance of Indicia of Ownership. The Trustee shall not maintain indicia of
ownership of any asset of the Trust Fund held by it outside the jurisdiction of the District Courts
of the United States unless such holding is approved through ruling or regulations promulgated
under ERISA by the Secretary of Labor.



     14.14 Form of Communications. All notices, directions and other communications to the Trustee
shall be in writing or in such other form, including transmission by electronic means through the
facilities of third parties or otherwise, specifically agreed to in writing by the Trustee and the
Trustee shall be fully protected in acting in accordance therewith.



     14.15 Insurance Contracts.




	 	(a)  	The Trustee, upon the direction of the Company, shall acquire
and maintain Group Annuity Contracts to the extent any Investment Funds are
maintained under a Group Annuity Contract, and upon the direction of the Plan
Administrator shall acquire an insurance or annuity contract for purposes of
distributing benefits.
	 
	 	(b)  	The Trustee shall execute the application for any Contract to
be applied for under the Plan.




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	 	(c)  	The Trustee shall be the absolute owner of all Contracts which
shall be held in the Trust.
	 
	 	(d)  	No Insurer issuing any contract or contracts held in the Trust
Fund shall be deemed to be a party to this Trust for any purpose, or to be
responsible in any way for its validity, or to have any liability other than as
stated in any contracts that are so issued by it. Any Insurer may deal with
the Trustee as absolute owner of any contract issued by it and held in the
Trust Fund, without inquiry as to the authority of the Trustee to so act, and
may accept and rely upon any written notice, instruction, direction,
certificate or other communication from the Trustee believed by the Insurer to
be genuine and to be signed by an officer of the Trustee and shall incur no
liability or responsibility by so doing. Any sums paid by an Insurer under any
of the terms of a contract issued by it and held in the Trust Fund either to
the Trustee, or, in accordance with the direction of the Trustee to any other
person or persons designated in such contract as the person or persons to whom
such payment shall be made shall be a full and complete discharge of the
liability to pay such sums, and the Insurer shall have no obligation to look to
the disposition of any sums so paid. No Insurer shall be required to look into
the terms of this Trust or to inquire into any action of the Trustee or as to
whether any action of the Trustee is authorized by the term of this Trust.
	 
	 	(e)  	The Trustee shall follow directions of the Plan Administrator
concerning the exercise or non-exercise of any powers or options concerning any
contract held in the Trust Fund. To the extent permitted by law, neither the
Employer, the Plan Administrator nor the Trustee shall be liable for the
refusal of any insurance company to issue, modify or convert any contract or
contracts, to take any other action requested by the Trustee, nor be liable for
the form, genuineness, validity, sufficiency or effect of any contract or
contracts held in the Trust Fund, nor for the act of any person or persons that
may render any such contract or contracts null and void; nor for the failure of
any insurance company to pay the proceeds and avails of any such contract or
contracts as and when the same shall become due and payable; nor for any delay
in payment resulting from any provision contained in any such contract; nor for
the fact that for any reason whatsoever any contract shall lapse or otherwise
be uncollectible. Notwithstanding any other provision of this Trust to the
contrary, the Employer hereby agrees to indemnify the Trustee and hold it
harmless from and against any claim or liability which may be asserted against
the Trustee by reason of its acting on any direction from the Plan
Administrator or failing to act in the absence of any such direction with
respect to any contract or the acquisition of any contract or exercise or
non-exercise of any right or option thereunder.




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ARTICLE XV — CLAIMS PROCEDURES AND CERTAIN RESTRICTIONS




     15.1 Claims Procedure. Any denial of a claim for benefits under the Plan shall be stated in
writing by the Plan Administrator and mailed or delivered electronically to the Participant or
Beneficiary whose claim for benefits has been denied (“Claimant”), and shall set forth specific
reasons for such denial, written in a manner calculated to be understood by such Participant or
Beneficiary. Within sixty (60) days after receiving the notification of such denial, any such
Participant or Beneficiary may notify the Plan Administrator in writing of his or her desire for a
review of such decision. Upon such notification, the Plan Administrator shall schedule a review
proceeding at which the Participant shall restate his or her arguments for such claim to a named
fiduciary of the Plan, which unless the Plan Administrator designates another person, committee,
or entity, shall be the Plan Administrator. The Plan Administrator’s decision following such
hearing shall be communicated in writing or electronically to the Participant.



     An authorized representative of a Claimant may act on behalf of such Claimant in pursuing a
benefit claim or appeal of an adverse benefit determination. The Plan may establish reasonable
procedures for determining whether an individual is an authorized representative of the Claimant
before allowing the individual to act with respect to the Plan in such capacity on behalf of the
Claimant.



     Additional terms and conditions of the Plan’s claims procedure, including but not limited to
the applicable time periods regarding sending notices and making determinations, may be set forth
in the Plan’s summary plan description in accordance with the applicable regulations issued by the
Department of Labor pursuant to Section 503 of ERISA.



     15.2 Assignment and Alienation Prohibited. Except as provided below or otherwise under
applicable law, no payee may sell, assign, discount, alienate or pledge as collateral for a loan or
as a security for the performance of an obligation or for any other purpose, any payment due under
this Plan; and any payment due to a payee hereunder shall be exempt from the claim of creditors of
the payee to the maximum extent permitted under federal and state laws. If the Plan Administrator
determines that a Qualified Domestic Relations Order, within the meaning of Section 414(p) of the
Code and as described in Section 15.3 and Exhibit A, exists with respect to a benefit due under
this Plan, the Plan Administrator may take such actions and make or authorize such payments, as it
reasonably believes are consistent with the terms of such Order, the Plan and with applicable law.
Any action taken or payment made in accordance with the preceding sentence shall not be deemed to
be an impermissible assignment or alienation and shall, to the maximum extent permitted by law,
discharge the Plan from all liability for any benefits so paid.



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     15.3 Distribution Pursuant to a Qualified Domestic Relations Order. Notwithstanding Section
15.2, effective January 1, 1985, distribution of a Participant’s benefits under this Plan shall be
made to a Participant’s spouse, former spouse, child, or other dependent as required pursuant to a
Qualified Domestic Relations Order as defined below.




	 	(a)  	Definition. A Qualified Domestic Relations Order ( “QDRO”) is
any judgment, decree or order (including approval of a property settlement
agreement) issued pursuant to the domestic relations law of a state (including
a community property law) that relates to the provision of child support,
alimony payments or marital property rights to a spouse, former spouse, child
or other dependent of a Participant (an “alternate payee”) and which meets the
following requirements:






	 	(i)  	The order must create, assign or recognize the
right of an alternate payee to receive all or part of the
Participant’s benefits under the Plan.
	 
	 	(ii)  	The order must clearly specify all of the
following information:






	 	(1)  	The names and last known mailing
addresses of the Participant and alternate payee(s);
	 
	 	(2)  	The amount or percentage of the
Participant’s benefits to be paid by the Plan to each alternate
payee or the manner in which such amount or percentage is to be
determined;
	 
	 	(3)  	The number of payments or period
to which the order applies; and
	 
	 	(4)  	Each plan to which the order
applies.






	 	(iii)  	The order must not provide for any type or
form of benefits, or any option not otherwise provided under the Plan;
provided, however, that effective January 1, 1994, an order may provide
for the commencement of benefits to an alternate payee at a time when
the Participant is not yet eligible to receive a distribution under the
Plan, and prior to the Participant’s “earliest retirement age” under
Section 414(p) of the Code.
	 
	 	(iv)  	The order must not provide for any increased
benefits that would not otherwise be provided under the Plan.




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	 	(v)  	The order must not require the payment of
benefits to an alternate payee that are required to be paid to another
alternate payee under another order previously determined to be a QDRO.






	 	   	The Plan Administrator shall treat a domestic relations order executed
before January 1, 1985 as a QDRO if it is paying benefits pursuant to the
order on January 1, 1985. In addition, the Plan Administrator, in its
discretion, may treat a domestic relations order executed prior to January
1, 1985 as a QDRO even if it does not meet the above requirements and/or
seek a modification of the order to meet such requirements.
	 
	 	(b)  	Determination by Plan Administrator. Upon receipt of any
document purporting to be a QDRO, the Plan Administrator shall: (i) promptly
notify by mail the Participant and each alternate payee of the receipt of the
order, giving an explanation of the procedures that will be followed by the
Plan Administrator in determining whether the document is a QDRO; (ii) within
a reasonable time determine whether the document is a QDRO according to
reasonable written procedures to be established pursuant to Section 13.2 and
this paragraph; (iii) notify the Participant and each alternate payee of its
determination.
	 
	 	   	The time period for determining the status of an order and for giving notice
as required above shall be as established by the applicable regulations.
	 
	 	(c)  	Payments Under Qualified Domestic Relations Orders. The Plan
Administrator may establish from time to time reasonable nondiscriminatory
written procedures pursuant to Section 13.2 and this paragraph to facilitate
orderly distribution of benefits pursuant to QDROs. A copy of the Plan’s
procedures regarding QDROs is attached as Exhibit A. Exhibit A may be amended
from time to time by the Plan Administrator without a Plan amendment.






	 	(i)  	Separate Accounting During Determination
Period. During any period in which the issue of whether a document
is a QDRO is being determined, the Plan Administrator shall separately
account for the amounts, if any, that would be payable to any alternate




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	 	   	payee during such period if the document is determined to be a QDRO.
	 
	 	(ii)  	Payment Upon Determination. The
“determination period” shall be a period of eighteen (18) months
beginning on the date on which the first payment would be required to
be made under an Order if it is a QDRO. If the determination that a
document is a QDRO occurs after the end of the determination period,
the QDRO shall only apply prospectively from the time of the
determination. In addition, if it is determined that the order is not
a QDRO or if no determination is made within the determination period,
any benefits payable and segregated during the determination period
shall be paid to the Participant or other person(s) entitled thereto at
the end of such period as if there had been no domestic relations
order.






	 	   	If the determination that a document is a QDRO occurs within the
determination period, the Plan Administrator shall pay benefits payable and
segregated before the determination is made to the alternate payees entitled
thereto pursuant to the terms of the QDRO.
	 
	 	(d)  	Responsibility of Plan Administrator. If the Plan
Administrator acts in accordance with part 4 of Title I of ERISA, Article XV of
the Plan and any administrative procedures established to carry out the
provisions of this Article XV with respect to determining the qualified status
of a document purporting to be a QDRO, separating amounts payable and making
payments thereunder, the Plan’s obligation to the Participant and each
alternate payee is discharged to the extent of any payments made.
	 
	 	   	In the event that there is a dispute as to the qualified status of a QDRO,
the Plan Administrator shall be prohibited from making payments pursuant
thereto until the dispute is resolved or until expiration of the
determination period. The Plan Administrator may initiate any legal action,
in state or federal court, that it deems necessary to facilitate a
determination, including but not limited to filing for an injunction and
seeking the modification of a document to comply with the requirements of
this Section 15.3. If an action is brought in state court and the Plan
Administrator deems that the resolution of the matter is not in the best
interests of the Plan, the Plan Administrator may seek a restraining order
in federal court.
	 
	 	   	Notwithstanding Section 13.2 hereof, any legal expenses incurred in
resolving a dispute involving the qualified status of a QDRO shall be borne
by the alternate payee to the extent permissible under federal pension laws.




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     15.4 Distribution Pursuant to a Judgment, Order or Decree. Notwithstanding Section 15.2
hereof, for all judgments, orders or decrees issued, or settlements entered into, on or after
August 5, 1997:




	   	A Participant’s benefits provided under the Plan may be offset by an amount that the
Participant is ordered or required to pay to the Plan if:






	 	(a)  	the order or requirement to repay arises (1) under a judgment of conviction for
a crime involving such Plan, (2) under a civil judgment (including a consent order or
decree) entered by a court in an action brought in connection with a violation (or
alleged violation) of part 4 of subtitle B of Title I of the Employee Retirement Income
Security Act of 1974, or (3) pursuant to a settlement agreement between the Secretary
of Labor and the Participant, or a settlement agreement between the Pension Benefit
Guaranty Corporation and the Participant, in connection with a violation (or alleged
violation) of part 4 of such subtitle by a fiduciary or any other person,
	 
	 	(b)  	the judgment, order, decree, or settlement agreement expressly provides for the
offset of all or part of the amount ordered or required to be paid to the Plan against
the participant’s benefits provided under the Plan, and
	 
	 	(c)  	in a case in which distributions to the Participant are subject to the survivor
annuity requirements of Code Section 401(a)(11), if the Participant has a spouse at the
time at which the offset is to be made, the spouse has: (1) either consented to the
offset (with such consent obtained in accordance with the requirements of Code Section
417(a)) or previously elected to waive the qualified joint and survivor annuity or
qualified preretirement survivor annuity, (2) been ordered or required in such
judgment, order, decree or settlement to pay an amount to the Plan in connection with a
violation of part 4 of subtitle B, or (3) retained the right to receive a survivor
annuity form of benefit pursuant to Code Section 401(a)(11) under such judgment, order,
decree or settlement.




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ARTICLE XVI — ADOPTION OF PLAN BY AFFILIATE




     16.1 Purpose of Article. The purpose of this Article XVI is to describe the terms and
conditions under which an Affiliate may adopt, and become a Participating Company under, the Plan
and Trust for the benefit of some or all of its Eligible Employees.



     16.2 Adoption by Affiliate. Any Affiliate may, with the consent of the Company, become a
Participating Company under the Plan and Trust by a vote of the board of directors of the
Participating Company directing that:




	 	(a)  	The Participating Company shall agree to be bound by all the
provisions of the Plan and Trust in the manner set forth herein and any
amendments thereto.
	 
	 	(b)  	The Participating Company shall agree to pay its share of the
expenses of the Plan and Trust as they may be determined from time to time in
the manner specified herein.
	 
	 	(c)  	The Participating Company shall agree to provide the Company,
Plan Administrator, Trustee, and Benefit Finance Committee with full, complete,
and timely information on all matters necessary to operation of the Plan and
Trust.





     16.3 Participation in the Plan.




	 	(a)  	In the event of the adoption of the Plan and Trust by an
Affiliate, the Affiliate shall become a Participating Company and all the terms
and conditions of the Plan and Trust as set forth hereunder shall apply to the
participation under the Plan of such Affiliate and its Employees in the manner
as set forth herein. Notwithstanding the foregoing, the following rights are
specifically reserved to the Company so long as the Company participates under
the Plan:






	 	(i)  	the right to designate a Participating Company;
	 
	 	(ii)  	the right to appoint the Plan Administrator and
the members of the Benefit Finance Committee;
	 
	 	(iii)  	the right to direct, appoint, remove, approve
the accounts of, or otherwise deal with the Trustee ; and




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	 	(iv)  	the right to amend or terminate the Plan and
Trust. Any such amendment, unless otherwise specified herein, shall be
fully binding with respect to participation by any Participating
Company; provided that this reservation shall in no event be construed
to prevent any Participating Company from terminating its participation
as a Participating Company under the Plan at any time, in the manner
set forth herein.






	 	(b)  	With respect to a Participating Company, the term “Effective
Date” shall mean such date specified by the board of directors of such
Participating Company and approved by the Company, in conjunction with the
adoption of the Plan by the Participating Company.





     16.4 Termination by a Participating Company; Ceasing to be an Affiliate.




	 	(a)  	Any Participating Company may at any time elect to terminate
its participation under the Plan in the manner set forth herein subject to any
unfunded liability attributable to its respective Employees. Termination of
the participation of any Participating Company shall not affect the
participation in the Plan of any other Participating Company nor terminate the
Plan or Trust with respect to such other Participating Companies and their
Employees; provided that, if the Company shall terminate its participation in
the Plan, then each remaining Participating Company shall make such
arrangements and take such action as may be necessary to assume the duties of
the Company in providing for the operation and continued administration of the
Plan and Trust as the same pertains to the remaining Participating Companies.
Any actions under this subsection (a) shall only be taken after compliance with
all applicable legal requirements.
	 
	 	(b)  	In the event that a Participating Company ceases to be an
Affiliate, such Participating Company shall be deemed to have terminated its
participation in the Plan effective immediately, and the Employees of such
Participating Company shall be treated as having incurred a Termination from
Service Date effective as of the date the Participating Company ceased to be an
Affiliate.





     16.5 Participating Company Plan Expenses. Each Participating Company shall be liable for and
shall pay at least annually to the Company its fair share of the expenses of operating the Plan and
Trust, including its share of any Trustee’s fees, as determined annually by the Company. The
amount of such charges to each Participating Company shall be determined by the Company in its sole
discretion; provided, that, except with respect to charges incurred solely on account of a
particular Participating Company, a Participating Company shall not be charged for a greater
portion of any expenses of Plan operation than the ratio that the number of Participants who are or
were its Employees bears to the total of all Participants nor for a greater



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proportion of any Trustee’s fees than the ratio that the portion of the Trust Fund pertaining
to Participants who are or were its Employees bears to the total Trust Fund.




     16.6 Company as Agent. With respect to all of its relations with the Trustee and Plan
Administrator for the purpose of this Plan, each Participating Company shall be deemed to have
designated irrevocably the Company as its agent.



     16.7 Transferred Employees. An Employee may be transferred between Participating Companies,
and in the event of any such transfer, the Employee involved shall retain any accumulated Vesting
Service and Accounts. No such transfer shall constitute a Termination from Service hereunder, and
the Participating Company to which the Employee is transferred shall thereupon become obligated
hereunder with respect to such Employee in the same manner as was the Participating Company from
whom the Employee was transferred.



          An Employee who transfers employment from a Participating Company to an Affiliate who is not a
Participating Company shall cease to be an Active Participant as of the date of such transfer, but
such transfer shall not constitute a Termination from Service. An Employee who transfers
employment from an Affiliate that is not a Participating Company to a Participating Company shall
commence participation in the Plan as provided under Article II, with any Vesting Service credited
while an Employee of the nonparticipating Affiliate taken into account.



     16.8 Contributions to Trust Fund. All contributions made by a Participating Company, as
provided for in this Plan, shall be determined separately on the basis of its respective Employee
cost attributable to its respective Employees’ Pay for the Plan Year and shall be paid to and held
by the Trustee for the exclusive benefit of the Employees of such Participating Company and the
Beneficiaries of such Employees, subject to all terms and conditions of this Plan. The Plan
Administrator shall keep separate books and records concerning the affairs of each Participating
Company hereunder and as to the accounts and credits of the Employees of each Participating
Company. The Trustee may, but need not, register insurance company contracts so as to evidence
that a particular Participating Company is the interested Employer hereunder, but in the event an
Employee transfers from one Participating Company to another, the employing Employer shall
immediately notify the administrator thereof.



     16.9 Common Procedures and Rules. The Company shall have authority at all times upon notice
duly given, to make any and all necessary common rules or regulations, which shall be binding upon
all Participating Companies or to expedite and effectuate the common purposes of this Article XVI.
The decisions of the Company, the Trustee, the Plan Administrator, or the Benefit Finance Committee
shall be binding on all Participating Companies.



     16.10 Contributions by Participating Employer. Contributions by a Participating Company shall
be made based on the Plan Year and shall be made for its fiscal year which is coincident with or
ends within the Plan Year as designated in Section 1.55.



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ARTICLE XVII — PROVISIONS RELATING TO TOP-HEAVY PLAN




     17.1 Applicability. The provisions of this Article XVII shall apply to any Plan Year if, as
of the applicable Determination Date, the Plan constitutes a Top-Heavy Plan.



     17.2 Definitions. The following definitions apply to this Article XVII and unless otherwise
specifically stated in another section hereof do not apply to any other section of the Plan.




	 	(a)  	Determination Date. With respect to each Plan Year, the
Determination Date shall be the final day of the immediately preceding Plan
Year; provided, however, that with regard to the Plan’s initial Plan Year the
“Determination Date” shall be the last day of the first Plan Year.






	 	(b)  	Key Employee. Key Employee shall mean any Employee who, at any
time during the Plan Year as of which a determination is made or any of the
four (4) preceding Plan Years, is (in accordance with Section 416(i) of the
Code and the regulations promulgated thereunder):






	 	(i)  	an officer of an Employer or any Affiliate
whose annual compensation from the Employer and all Affiliates during
any such Plan Year exceeds fifty percent (50%) of the maximum dollar
limitation under Section 415(b)(1)(A) of the Code as in effect for any
such Plan Year; provided, that no more than fifty (50) Employees (or,
if lesser, the greater of three (3) or ten (10) percent of the
Employees) shall be treated as officers;
	 
	 	(ii)  	one of the ten (10) Employees owning or
considered as owning (within the meaning of Section 318 of the Code)
the largest interests in the Employer or any Affiliate, excluding,
however, any Employee who did not receive compensation from the
Employer and all Affiliates in excess of the maximum dollar limitation
under Section 415(c)(1)(A) of the Code as in effect for the calendar
year of the Determination Date; provided, that for the purposes of this
paragraph (ii), if two (2) Employees have the same interest in the
Employer or an Affiliate, the Employee whose annual compensation from
the Employer or such Affiliate is greater shall be treated as having
the greater interest;
	 
	 	(iii)  	an Employee who owns (or is considered as
owning within the meaning of Section 318 of the Code) more than five
percent (5%)




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	 	   	of the outstanding stock of the Employer or stock possessing more
than five percent (5%) of the total combined voting power of all
stock of the Employer or any Affiliate; or
	 
	 	(iv)  	an Employee who (A) owns (or is considered as
owning within the meaning of Section 318 of the Code) more than one
percent (1%) of the outstanding stock of the Employer or more than one
percent (1%) of the total combined voting power of all stock of the
Employer and (B) who receives annual compensation from the Employer and
all Affiliates in excess of one hundred fifty thousand dollars
($150,000).
	 
	 	(v)  	For the purpose of applying Section 318 of the
Code under paragraphs (ii), (iii) and (iv) of this subsection (b), the
phrase “50 percent” in Section 318(a)(2) of the Code shall be replaced
by the phrase “5 percent.”






	 	(c)  	Non-Key Employee. Any Employee who is not a Key Employee.
	 
	 	(d)  	Aggregated Plans. “Aggregated Plans” shall mean (i) all plans
of the Employer or any Affiliate (A) that are qualified under Section 401(a) of
the Code and (B) in which a Key Employee is a participant, and (ii) all other
plans of the Employer or any Affiliate that enable any plan described in clause
(i) above to meet the requirements of Sections 401(a)(4) or 410(b) of the Code
(the “Required Aggregation Group”). The Required Aggregation Group shall
include each plan that satisfies the requirements of the preceding sentence,
whether or not any such plan is terminated. In addition, the term “Aggregated
Plans” shall include any plan of the Employer or any Affiliate that is not
required to be included in the Required Aggregation Group; provided, that the
resulting group, taken as a whole, continues to meet the requirements of
Sections 401(a)(4) and 410(b) of the Code (the “Permissive Aggregation Group”).
The Plan Administrator may elect to exclude as an Aggregated Plan any plan in
the Permissive Aggregation Group that is a collectively bargained plan, if the
necessary information as to participants and benefits with respect to such plan
is not available.
	 
	 	(e)  	Top-Heavy Plan. The Plan shall constitute a “Top-Heavy Plan”
for any Plan Year if, as of the applicable Determination Date, the sum of (A)
the accounts of Key Employees under any Aggregated Plan that is of a defined
contribution type and (B) the present value of the cumulative accrued benefits
of Key Employees under any Aggregated Plan that is of a defined benefit type
exceed sixty percent (60%) of the sum of (X) the accounts of




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	 	   	all Employees under any Aggregated Plan that is of a defined contribution
type and (Y) the present value of the cumulative accrued benefits of all
Employees under any Aggregated Plan that is of a defined benefit type. The
above determinations shall be made in accordance with Section 416(g) of the
Code.
	 
	 	(f)  	Super Top-Heavy Plan. The Plan shall constitute a “Super
Top-Heavy Plan” for any Plan Year if, as of the applicable Determination Date,
the sum of (A) the accounts of Key Employees under any Aggregated Plan that is
of a defined contribution type and (B) the present value of the cumulative
accrued benefits of Key Employees under any Aggregated Plan that is of a
defined benefit type exceed ninety percent (90%) of the sum of (X) the accounts
of all Employees under any Aggregated Plan that is of a defined contribution
type and (Y) the present value of the cumulative accrued benefits of all
Employees under any Aggregated Plan that is of a defined benefit type. The
above determination shall be made in accordance with Sections 416(g) and
416(h)(2)(B) of the Code.
	 
	 	(g)  	Special Rules Applicable to Determination of Accrued Benefit or
Account Balances. In determining the present value of accrued benefits or
account balances for Aggregated Plans, the following rules shall apply:






	 	(i)  	The accrued benefit for each current Employee
shall be computed as if the Employee voluntarily terminated service as
of the Determination Date.
	 
	 	(ii)  	The interest rate used to determine accrued
benefits shall be the plan’s actuarial equivalent interest rate and
post-retirement mortality shall be determined based on the 1983 Group
Annuity Mortality Table for Males. There shall be no assumption as to
preretirement mortality or future increases in cost of living.
	 
	 	(iii)  	If a qualified joint and survivor annuity
within the meaning of Section 401(a)(11) of the Code is the normal form
of benefit, the spouse of the participant shall be assumed to be the
same age as the participant for purposes of determining the present
value of the accrued benefit.
	 
	 	(iv)  	The present value of each accrued benefit shall
reflect a benefit payable commencing at normal retirement age (or
attained age, if later), provided that if the plan provides for a
nonproportional




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	 	   	subsidy, the benefit shall be assumed to commence at the age at which
the benefit is most valuable.
	 
	 	(v)  	The employer contribution account shall be
determined as of the most recent valuation occurring within the twelve
(12) month period ending on the Determination Date.
	 
	 	(vi)  	An adjustment shall be made for any
contributions due as of the Determination Date. In the case of a plan
not subject to Section 412 of the Code, such adjustment shall be the
amount of any contributions actually made after the Valuation Date but
before the Determination Date, except that for the first Plan Year such
adjustment shall also reflect the amount of any contributions made
after the Determination Date that are allocated as of a date in the
first Plan Year.
	 
	 	(vii)  	The accrued benefit or account balance with
respect to any Employee shall be increased by the aggregate
distributions made to such Employee from any Aggregated Plan during the
five (5) year period ending on the Determination Date; provided,
however, that any distribution made after a Valuation Date but before
the Determination Date shall not be counted as a distribution to the
extent already included as of the Valuation Date.
	 
	 	(viii)  	Any Employee contributions, whether voluntary or mandatory, shall be
included. However, amounts attributable to tax deductible qualified
employee contributions shall not be considered to be a part of the
account.




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	 	(ix)  	With respect to unrelated rollovers and
plan-to-plan transfers (ones which are both initiated by the Employee
and made from a plan maintained by one Employer to a plan maintained by
another Employer), the plan from which the rollover or plan-to-plan
transfer is initiated shall consider such amounts to be distributed for
the purpose of this Article XVII. The plan accepting such rollovers or
plan-to-plan transfers shall not consider rollovers or plan-to-plan
transfers accepted after December 31, 1983 as part of the Employee’s
benefit. However, rollovers or plan-to-plan transfers accepted before
January 1, 1984 shall be considered as part of the Employee’s benefit.
	 
	 	(x)  	Related rollovers and plan-to-plan transfers
(ones which are either not initiated by the Employee or not made to a
plan maintained by the Employer) shall not be considered as a
distribution for purposes of this Article XVII. The plan accepting
such rollover or plan-to-plan transfer shall consider such rollover or
plan-to-plan transfer as part of the Employee’s benefit, irrespective
of the date on which such rollover or plan-to-plan transfer is
accepted.
	 
	 	(xi)  	For purposes of determining whether the
Employer is the same employer under (ix) and (x) above, the Employer
and all Affiliates shall be treated as the same Employer.
	 
	 	(xii)  	For purposes of this Article XVII, a
Beneficiary of any deceased Employee shall be considered a Participant
hereunder.
	 
	 	(xiii)  	Notwithstanding any other provision of the Plan to the contrary, no
individual shall be counted as an Employee or Participant for the
purposes of this Article XVII if such individual has not received
compensation (other than benefits under the Plan) during the five (5)
year period ending on a Determination Date.
	 
	 	(viv)  	Solely for the purpose of determining if the
Plan, or any other plan in the Required Aggregation Group of which this
Plan is part, is Top-Heavy, the accrued benefit of an individual other
than a Key Employee shall be determined under (A) the method, if any,
that uniformly applies for accrual purposes under all plans maintained
by Employers, or (B) if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate permitted




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	 	   	under the fractional accrual rule of Section 411(b)(1)(C) of the
Code.






	 	(h)  	Top-Heavy Plan Year. “Top-Heavy Plan Year” shall mean a Plan
Year in which the Plan is a Top-Heavy Plan but shall not include any Plan Year
ending before January 1, 1984.
	 
	 	(i)  	Top-Heavy Compensation. “Top-Heavy Compensation” shall mean
compensation from the Employer and all Affiliates within the meaning of Section
415 of the Code, which shall mean the compensation stated on an Employee’s Form
W-2 for the calendar year that ends with or within the Plan Year. Includible
in compensation shall be the value of a non-qualified stock option granted to
an employee by the Employer to the extent that the value of the option is
includible in gross income. Compensation does not include amounts contributed
to a plan of deferred compensation that are not included in gross income; any
distributions from a plan of deferred compensation; amounts realized from the
exercise of a non-qualified stock option; and amounts realized from the sale of
stock acquired under a qualified stock option. In determining average
compensation for Top-Heavy purposes, years for which the Employee did not earn
a year of service shall be disregarded. Also, compensation received for years
ending in Plan Years beginning before January 1, 1984 and compensation received
for years beginning after the close of the last Plan Year in which the plan is
Top-Heavy may be disregarded.
	 
	 	(j)  	Testing Period. “Testing Period” shall mean the five (5)
consecutive Top-Heavy Plan Years of employment of the Participant by the
Employer or any Affiliate during which the aggregate Top-Heavy Compensation
paid by the Employer or any Affiliate to such Participant was the highest, or
if the Plan was a Top-Heavy Plan for less than five (5) Top-Heavy Plan Years,
the number of Top-Heavy Plan Years. Exclusion of a Plan Year as a Top-Heavy
Plan Year because a year of service was not credited or because of item (i) or
(ii) of subparagraph (h) above shall not be deemed to break the consecutive
nature of the surrounding Top-Heavy Plan Years.





     17.3 Minimum Benefit. Each Non-Key Employee shall receive the minimum benefit required by
Section 416(c) of the Code in each Plan Year in which the Plan is a Top-Heavy Plan under the
Retirement Plan for Employees of Aetna Services, Inc.; provided, however, that if any Non-Key
Employee is not covered by the Retirement Plan for Employees of Aetna Services, Inc., such Non-Key
Employee shall receive the minimum contribution required by Section 416(c) of the Code under this
Plan.



     17.4 Section 415 Adjustments. For Plan Years beginning before December 31, 1999, in the event
the Plan is a Top-Heavy Plan for any Plan Year, 100% shall be substituted for 125% in Section 4.3
unless (a) the Plan is not a Super Top-Heavy Plan and (b) no additional benefit



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would be accrued under Section 17.3 hereof if, for each Plan Year in which the Plan
constituted a Top-Heavy Plan, “3%” was substituted for “2%” and “20%” was increased by one percent
(1%), up to a maximum increase of thirty percent (30%), under Section 416(c)(1)(B) of the Code.




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ARTICLE XVIII — MISCELLANEOUS




     18.1 Benefits Solely From Trust Fund. As a condition precedent to participation in the Plan,
each Employee agrees to look solely to the assets of the Trust for the payment of any Plan benefits
to which he or she is entitled.



     18.2 Liability for Benefits, Contributions and Expenses.





	 	(a)  	The Employer assumes no responsibility or liability for the
payment of benefits under this Plan. Such benefits shall be paid solely from
the Trust Fund in accordance with the terms and conditions of this Plan.
	 
	 	(b)  	The Employer is not legally obligated to make contributions
(other than Deferral Contributions or Voluntary Contributions withheld from the
Pay of an Active Participant) to the Trust Fund. No action or suit shall be
brought by any Participant or other person against the Employer to compel
contributions.
	 
	 	(c)  	If benefits are payable to a minor or incompetent or to a
person incapable of handling the disposition of his or her property, the Plan
Administrator may instruct the Trustee to pay such benefits to the guardian,
legal representative or person having the care and custody of such person.
Such distribution shall completely discharge the Employer and Trustee from all
liability with respect to such benefit.
	 
	 	(d)  	The Employer shall pay all expenses of the Trust Fund to the
extent such expenses are not paid out of the Trust Fund.





     18.3 Rights of Employees. Nothing herein contained shall be deemed to give any Employee the
right to be retained in the service of the Employer or to interfere with the right of the Employer
to discharge such Employee at any time, nor shall it be deemed to give the Employer the right to
require the Employee to remain in its service, nor shall it interfere with the Employee’s right to
terminate service at any time.



     18.4 Taxes and Fees.




	 	(a)  	Any taxes that may be levied or assigned upon the assets of the
Trust Fund or upon the income arising therefrom or that may be incurred by the
Trustee in the performance of its duties shall be paid pursuant to the terms of
Section 14.5.




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	 	(b)  	Payment of the Trustee’s fees and of any indebtedness incurred
by the Trustee in the performance of its duties shall be made pursuant to the
terms of Sections 14.5 and 14.6.





     18.5 Direct Rollovers.




	 	(a)  	This Section 18.5 applies to distributions made on or after
January 1, 1993. Notwithstanding any other provision of the Plan to the
contrary that would limit a distributee’s election under this Section 18.5, a
distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have all or any portion of an Eligible Rollover Distribution
paid directly to an Eligible Retirement Plan specified by the distributee in a
direct rollover.
	 
	 	(b)  	An Eligible Rollover Distribution is any distribution of any
portion of the balance to the credit of the distributee that is greater than
the amount permitted by law to be excluded from the direct rollover option,
except that an Eligible Rollover Distribution does not include: (i) any
distribution that is one of a series of substantially equal periodic payments
(to be made not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee and the distributee’s designated beneficiary, or for a
specified period of ten years or more; (ii) any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code; (iii) the portion
of any distribution that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to
employer securities); (iv) corrective distributions of Excess Contributions or
Excess Deferrals, and income allocable to such contributions; (v) loans treated
as distributions under Section 72(p) of the Code and loans in default that are
deemed distributions; and (vi) effective January 1, 1999, any hardship
distribution described in Section 401(k)(2)(B)(i)(v) of the Code.
	 
	 	(c)  	An Eligible Retirement Plan is an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the
Code that is legally permitted to accept the distributee’s Eligible Rollover
Distribution. However, in the case of an Eligible Rollover Distribution to a
surviving spouse, an Eligible Retirement Plan includes only an individual
retirement account or individual retirement annuity.
	 
	 	(d)  	A distributee includes an Employee or former Employee. In
addition, the Employee’s or former Employee’s surviving spouse and the
Employee’s or former Employee’s spouse or former spouse who is the alternate
payee




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	 	   	under a QDRO are distributees with regard to the interest of the spouse or
former spouse.
	 
	 	(e)  	A Direct Rollover is a payment by the Plan to the Eligible
Retirement Plan specified by the distributee.





     18.6 Merger, Consolidation, or Transfer. In the event of any merger or consolidation with, or
transfer of assets or liabilities to, any other plan, the benefit that a Participant would receive
upon a termination of the Plan immediately after such merger, consolidation, or transfer shall be
equal to or greater than the benefit the Participant would have been entitled to receive
immediately before the merger, consolidation, or transfer if the Plan had then terminated. The
Plan Administrator has the authority to enter into merger agreements or agreements to directly
transfer the assets of this Plan to other retirement plans described in Section 401(a) of the Code.
The Plan Administrator also has the authority to accept/receive amounts transferred to this Plan
from other retirement plans described in Section 401(a) of the Code. If it is subsequently
determined that any amounts transferred into this Plan were ineligible to be so transferred, the
Plan Administrator shall direct that any ineligible amounts, plus earnings attributable thereto, be
distributed from the Plan as soon as administratively feasible.



     18.6A Transfers to ING Plan.





	 	(a)  	On a date selected by the Plan Administrator, which date shall
be shortly after December 31, 2001, the Plan Administrator shall transfer the
Account balances of all Financial Services/International Employees and
Financial Services/International Transition Employees to a qualified defined
contribution plan with Section 401(k) features maintained by ING North American
Insurance Corporation as more specifically set forth in the ING Employee
Benefits Agreement (the “ING Plan”).
	 
	 	(b)  	On one or more occasions during 2001, the Plan Administrator is
authorized to offer such Financial Services/International Employees and
Financial Services/International Transition Employees the opportunity to elect
to transfer their Account balances to the ING Plan prior to the transfer
described in subsection (a).
	 
	 	(c)  	The transfers described in subsections (a) and (b) above arise
from the unique circumstances that are the subject of the ING Employee Benefits
Agreement, and are not intended to establish a precedent regarding any other
Participants in the Plan.




-102-









 











     18.7 Applicable State Law. This Plan shall be construed in accordance with and governed by
the laws of the state of Connecticut; provided, however, that any matters relating solely to
actions and operations of the Trustee and the Trust Fund shall be governed by the laws of the
Commonwealth of Pennsylvania. Notwithstanding the foregoing, to the extent that such laws have
been superseded by Federal law, Federal law shall govern.



     18.8 Section 16 of the Exchange Act. All elections and transactions under the Plan by persons
subject to Section 16 of the Exchange Act involving Stock or the Stock Account are intended to
comply with all applicable exemptive conditions under Rule 16b-3. The Employer, by action of the
Board (or by action of any person(s) to which the Board may delegate its authority), may establish
and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b)
of the Exchange Act, as it may deem necessary or proper for the administration and operation of the
Plan and the transaction of business thereunder. To the extent that any provision of the Plan or
any act taken with respect to the Plan is inconsistent with Section 16 of the Exchange Act,
including, without limitation, Rule 16b-3, such provision, guideline or act shall be deemed null
and void, as permitted by applicable law.



     18.9 Manner of Communications. In accordance with procedures established by the Plan
Administrator, and to the extent permissible under applicable law, any elections, designations or
other communications from Participants, and any communications to Participants, with respect to the
Plan may be made electronically rather than in writing.



     18.10 Qualified Military Service. Notwithstanding any provision of this Plan to the contrary,
effective December 12, 1994, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Section 414(u) of the Code.



-103-









 





          IN WITNESS WHEREOF, the Company has caused this Plan to be duly executed by its agents
thereunto duly authorized, as of the day and year first above stated.



	 	 	 	 	 	 	 
	 	 	AETNA INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Elease E. Wright	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Title:
	 	Sr. Vice President, Aetna Human Resources	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Date:
	 	February 22, 2002	 	 
	

	 	 	 	 	 	 







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ATTACHMENT I

Acquired Employers – Vesting Service Credit




	 	 	 	 	 	 	 
	CAUTION:

	 	 	(1	)	 	The provisions below relate only to Employees employed on the Date of Acquisition, or
in the case of IPS and BPS, as hereinafter defined, on June 26, 2000.
	 
	 	 	 	 	 	 
	

	 	 	(2	)	 	The provisions below do not apply where a specific Plan
provision states otherwise.
	 
	 	 	 	 	 	 
	

	 	 	(3	)	 	Service not considered by the Acquired Employer will not be
given credit; the Company shall rely exclusively on information transmitted by
the Acquired Employer in determining what service will be credited.






	 	 	 	 	 	 
	 
	 	Employer	 	 	Vesting Service	 
	 	Partners
National Health Plans (“PNHP”)

	 	 	Date of Hire by PNHP or Date of Hire into HMO acquired by
PNHP.	 
	 	Human
Affairs International (“HAI”)

	 	 	Date of Hire by HAI (may be prior to Date of Acquisition).	 
	 	Aetna
Health Plans of New Jersey (previously known as Healthways)
	 	 	Date of Hire by Healthways (may be prior to Date of
Acquisition).	 
	 	Bay Pacific (“BP”)

	 	 	Date of Hire by BP (may be prior to the Date of
Acquisition).	 
	 	Freedom Health
Care, Inc. (“FHCI”)

	 	 	Date of Hire by FHCI (may be prior to the Date of
Acquisition).	 
	 	Prudential Health
Care Plan, Inc.
(TX)

	 	 	Date of Hire by Prudential Health Care Plan, Inc. (TX) or
other Prudential affiliate (may be prior to the Date of
Acquisition 8/6/99), but shall not be considered for
eligibility.	 
	 	Prudential Health
Care Plan of
California, Inc.

	 	 	Date of Hire by Prudential Health Care Plan of
California, Inc. or other Prudential affiliate (may be
prior to the Date of Acquisition 8/6/99), but shall not
be considered for eligibility.	 
	 	Integrated Pharmacy
Solutions, Inc.
(“IPS”)

	 	 	Date of Hire by IPS (may be prior to the Date of
Acquisition 8/6/99), provided that vesting service shall
also include any service with a Prudential affiliate that
was given credit as vesting service under the Integrated
Pharmacy Solutions, Inc. 401(k) Profit Sharing Plan.	 
	 	BPS Healthcare,
Inc. (formerly
Benefit Panel
Services, Inc.)
(“BPS”)

	 	 	Date of Hire by BPS (may be prior to the Date of
Acquisition 1/13/00).	 
	 






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Attachment II

Participating Companies




	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	C.	 	 	 	 
	 	 	 	 	B.	 	 	Tax Identification	 	 	D.	 
	 	A.	 	 	Original Date	 	 	Number of	 	 	End of	 
	 	Participating Companies	 	 	of Inclusion	 	 	Employer	 	 	Fiscal Year	 
	 	Aelan Inc.

	 	 	1/1/01
	 	 	06-1571642
	 	 	12/31	 
	 	Aetna Life Insurance Company

	 	 	9/1/72
	 	 	06-6033492
	 	 	12/31	 
	 	Aetna U.S. Healthcare
Dental Plan of California,
Inc.

	 	 	1/1/98
	 	 	06-1160812
	 	 	12/31	 
	 	Aetna U.S. Healthcare of
California, Inc.

	 	 	1/1/98
	 	 	95-3402799
	 	 	12/31	 
	 	InteliHealth Inc.

	 	 	1/1/02
	 	 	23-2826450
	 	 	12/31	 
	 	Prudential Healthcare Plan
of California, Inc.

	 	 	1/1/01
	 	 	22-2793278
	 	 	12/31	 
	 





The Plan as restated herein shall be effective as of January 1, 2002 with respect to the above
Employers for whom the Original Date of Inclusion was January 1, 2002 or earlier. The Plan shall
be effective with respect to any other Employer as of the applicable Original Date of Inclusion.





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EXHIBIT A




AETNA INC.

QUALIFIED DOMESTIC RELATIONS ORDERS PROCEDURES




Aetna Inc. Incentive Savings Plan




     Aetna Inc. (as Plan Administrator) shall pay benefits to the person or persons named in a
Qualified Domestic Relations Order (“QDRO”) as defined in Section 206(d) of ERISA and as set forth
in Section 414(p) of the Internal Revenue Code in the amount and to the extent provided in such
order. Payment of benefits pursuant to a QDRO shall not be considered a violation of the
prohibition against assignment and alienation contained in Section 15.2 of the Aetna Inc. Incentive
Savings Plan (hereinafter referred to as “the Plan” or “ISP”) document.



     Upon receipt of a draft or an actual domestic relations order, the ISP account of the
Participant will be frozen as soon as administratively practicable. This means that the
Participant will not be able to obtain any distributions, withdrawals or loans. If a court-issued
domestic relations order is not received within 90 days, the “freeze” will be revoked. If a
court-issued domestic relations order is received within 90 days, it will be processed in
accordance with these procedures. The 18-month “determination period” referred to in Section 4
below will not begin until after a court-issued domestic relations order is actually received; any
period during which an ISP account is frozen prior to receipt of a court-issued domestic relations
order will not be included within that period.



     Final orders must be a certified copy, signed by the judge or clerk of the court. In order to
constitute a QDRO, the order must meet all of the following requirements:




	 	1.  	General.
	 
	 	   	The order must create or recognize the existence of the right of an
Alternate Payee (as defined in Section 8 of these procedures) to, or must
assign to an Alternate Payee the right to, receive all or a portion of the
benefits payable under the Plan with respect to a Participant.
	 
	 	   	The order must constitute a judgment, decree or order (including approval of
a property settlement agreement) that relates to provisions of child
support, alimony payments or property rights to a spouse, former spouse,
child or other dependent of a Participant, made pursuant to a state domestic
relations law (including a community property law).






-107-










 






     2. Requirements for Qualified Domestic Relations Orders.



The order must specify the following information:





	 	(a)  	The name and last known mailing address (if any) of the
Participant.
	 
	 	(b)  	The name and mailing address of each Alternate Payee
covered by the order. (If the Alternate Payee is a minor or legally
incompetent, specify the name and address of the Alternate Payee’s
legal representative.)
	 
	 	(c)  	The dollar amount or percentage of the Participant’s
benefits to be paid by the Plan to each such Alternate Payee, or the
manner in which such amount or percentage is to be determined.
	 
	 	(d)  	The number of payments or periods to which such order
applies. The order must be as specific as possible with respect to the
dollar amount or percentage of the participant’s benefit to which the
Alternate Payee is entitled. The order must specify the exact date as
of which the account should be valued. ISP accounts are valued daily.
If the Alternate Payee is entitled to earnings on the benefit to which
the Alternate payee is entitled, the order should so state. Earnings
on the Alternate Payee’s interest will be credited for the period
during which the qualified status of the order is being determined, in
accordance with 4(d) below.
	 
	 	(e)  	The name of each plan to which the order applies.
	 
	 	(f)  	The order must not require the Plan to provide any type
or form of benefit, or any option, not otherwise provided under the
terms of the Plan, nor require the Plan to provide increased benefits
(determined on the basis of actuarial value) nor require the payment of
benefits to an Alternate Payee that are required to be paid to an
Alternate Payee under a previous Qualified Domestic Relations Order.
	 
	 	   	Notwithstanding the foregoing, the order may require the payment of
benefits to an Alternate Payee while the Participant is still
employed.
	 
	 	   	If the order specifies a dollar amount to be paid to the Alternate
Payee such amount may not exceed the Participant’s vested balance in
the Plan. Amounts payable to an Alternate Payee shall be




-108-









 






	 	   	distributed proportionately from the Participant’s account unless
specified otherwise in the order.
	 
	 	   	Please note that the normal form of payment from ISP is in the form
of one lump sum payment.
	 
	 	   	The order must specify one of the following:





	 	•  	Immediate distribution to the Alternate Payee; or
	 
	 	•  	Deferral of distribution to Alternate Payee. Separate account to be
established for Alternate Payee, with distribution to be made:






	 	(i)  	At election of Alternate Payee.
	 
	 	(ii)  	At the time Participant begins receipt of benefits.
	 
	 	(iii)  	At Participant’s attainment of normal retirement age, or
	 
	 	(iv)  	On a specified date.






If Participant is already receiving a distribution in installment payments,
distribution of specified portion of each payment may be made to Alternate
Payee.



     3. Payments During Participant’s Employment.




As indicated above, the normal form of payment from the Plan is in the form of one
lump sum payment. The Alternate Payee may receive payments in accordance with the
terms of the Plan during the Participant’s employment.




The Alternate Payee may receive payments in any form available under the terms of
the Plan.



     4. Procedures.




Upon receipt of any domestic relations order by the Plan, the Plan Administrator
shall take the following steps:




	 	(a)  	Upon receipt of an order, the ISP account of the Participant
will be frozen. (This means that the Participant will not be able to obtain
any




-109-









 






	 	   	distributions, withdrawals or loans.) The Plan Administrator shall notify
the Participant and any Alternate Payee named in such order of the receipt
of a domestic relations order and the Plan’s procedures for determining
whether such order is a QDRO, unless notified earlier. The notice to the
Alternate Payee shall include a statement that the Alternate Payee is
entitled to designate a representative for receipt of copies of any notices
that are sent to the Alternate Payee with respect to a domestic relations
order. The notice shall be sent to the Participant and Alternate Payee at
the address specified in the order, or if none is specified, at the address
of the Participant or Alternate Payee last known to the Plan Administrator.






	 	(b)  	Within a reasonable period of time after receipt of such order,
the Plan Administrator shall determine whether such order is a QDRO, and notify
the Participant and each Alternate Payee of such determination. In making its
determination, the Plan Administrator may seek the advice of legal counsel as
to whether the order meets the requirements of Sections 1 and 2 of these
procedures and may, but shall not be required to, invite written or oral
statements by the Participant and the Alternate Payee or their representatives.
	 
	 	(c)  	Pending the Plan Administrator’s determination of whether a
domestic relations order is a QDRO, the Plan Administrator shall instruct the
Trustee to separately account for the amounts that would be payable to the
Alternate Payee during such period if the order is determined to be a QDRO (the
“Segregated Amounts”).
	 
	 	(d)  	If, within 18 months from the date on which the first payment
would be required to be made under the QDRO (the “determination period”), it is
determined that the order is a QDRO, the Segregated Amounts, including any
interest thereon, shall be transferred to a segregated account for the
Alternate Payee until payment is made to the Alternate Payee pursuant to the
terms of the QDRO.
	 
	 	(e)  	If the order is determined not to be a QDRO, the Plan
Administrator will send a notice of the determination to the affected parties.
The parties will have the opportunity to correct and resubmit the order until
the end of the 18-month period, which begins on the date on which the first
payment would have been made had the order been a QDRO. During this period,
the amount which would have been payable to the Alternate Payee (if the order
had been a QDRO) will be separately accounted for as required under section
414(p) of the Internal Revenue Code. If a QDRO is not received, or if no
determination is made by the Plan Administrator by the end of the 18-month
period described above, the Segregated Amounts will remain in the account(s) of
the person(s) who would have been entitled to such amount if an order had not
been issued.




-110-









 






	 	(f)  	If, after the expiration of the 18-month period described
above, it is subsequently determined that an order is a QDRO, the QDRO shall be
applied prospectively only.
	 
	 	(g)  	If action is taken in accordance with subparagraphs (d) through
(f), the Plan’s obligation to the Participant and each Alternate Payee shall be
discharged to the extent of any payment made pursuant to the QDRO.




-111-









 











     5. Relationship to Other Plan Provisions.




To the extent provided in the QDRO, the Plan shall treat the former spouse of a
Participant as the Spouse of the Participant for purposes of the Plan to the extent,
and only to the extent, such spouse has rights pursuant to Section 206(d) of ERISA
and Sections 401(a)(11) and 417 of the Code and any current Spouse of the
Participant shall not be treated as a Spouse of the Participant for such purposes.



     6. Beneficiary Status.




Each Alternate Payee shall be treated as a Beneficiary under the Plan, with all the
rights accorded to other Beneficiaries under the terms thereof and as otherwise
provided by law.



     7. Effective Date.




The provisions above are effective for QDROs entered on or after January 1,1985,
except that, in the case of a domestic relations order entered before January 1,
1985, the Plan Administrator (i) may treat such order as a QDRO even though such
order fails to meet the requirements of Section 2 of the Plan document and (ii) must
treat such order as a QDRO if benefits are being paid pursuant to such order on
January 1, 1985.



     8. Definitions.




“Alternate Payee” means the Participant’s spouse, former spouse, child or other
dependent of the Participant who is recognized as having a right to receive all, or
a portion of, the benefits payable under the Plan with respect to that Participant.
All other capitalized terms shall have the meaning set forth in Article I of the
Aetna Inc. Incentive Savings Plan.



     9. Service.




Orders should be forwarded to the following address:



ING Aetna Financial Services

151 Farmington Avenue

Hartford, Connecticut 06156

c/o Patrick C. Ronalter, TS41





-112-









 








AMENDMENT NO. 1 (2002-1)

TO THE

AETNA INC. INCENTIVE SAVINGS PLAN




     Pursuant to Section 12.1 of the Aetna Inc. Incentive Savings Plan (the “Plan”), the Plan is
hereby amended, effective June 10, 2002, except as otherwise specified below, as follows:



     1. The following new Section 1.11A is added:




	 	1.11A   	“Catch-up Contribution Agreement” means the agreement by which
a Catch-up Eligible Participant agrees to defer receipt of Pay in consideration
for the Employer’s agreement to make Catch-up Contributions in accordance with
the terms of the Plan.





     2. The following new Section 1.11B is added:




	 	1.11B   	“Catch-up Contributions” means the amount contributed to the
Plan on a pre-tax basis pursuant to a Catch-up Eligible Participant’s Catch-up
Contribution Agreement.





     3. The following new Section 1.11C is added:




	 	1.11C   	“Catch-up Eligible Participant” means an Active Participant
who has or will have attained age 50 before the close of the Plan Year.





     4. Section 1.16 is restated in its entirety as follows:




	 	1.16   	“Deferral Account” means the subaccount established to record
the Participant’s Deferral Contributions, Catch-up Contributions, and the
earnings thereon.





     5. Effective July 5, 2002, Section 3.1 is restated in its entirety as follows:




	 	3.1   	Rate of Deferral Contributions.






	 	(a)  	Subject to the provisions of this Article III,
an Active Participant may enter into a Compensation Deferral Agreement
to have the Employer make contributions to the Deferral Account on the
Participant’s behalf as of each payroll period, in accordance with
Section 401(k) of the Code.
	 
	 	(b)  	Active Participants who are Highly Compensated
Employees may make Deferral Contributions pursuant to (a) above at a
rate of between one percent (1%) and ten percent (10%), in whole







 * Incorporated by
reference

 









 






	 	   	percentages, of the Active Participant’s Pay; provided, however, that
for the Plan Year with respect to which an Active Participant who was
a Nonhighly Compensated Employee first becomes a Highly Compensated
Employee, Deferral Contributions made by such Participant in excess
of ten percent (10%) of such Participant’s Pay shall be permitted for
a reasonable period of time until the Plan Administrator identifies
such Participant as a Highly Compensated Employee for such Plan Year.
	 
	 	(c)  	Active Participants who are Nonhighly
Compensated Employees may make Deferral Contributions pursuant to (a)
above at a rate of between one percent (1%) and forty percent (40%), in
whole percentages, of the Active Participant’s Pay.





     6. Existing Section 3.13A, Time and Form of Performance-Based Contribution, is renumbered to
be Section 3.14.



     7. Existing Section 3.14, Transfer to Trust Fund, is renumbered to be Section 3.20 and is
restated in its entirety as follows:




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





     8. The following new Sections 3.15 through 3.19 are added:




	 	3.15  	Catch-up Contributions. Effective June 10, 2002, a Catch-up
Eligible Participant may enter into a Catch-up Contribution Agreement to have
the Employer make Catch-up Contributions to the Deferral Account on the
Participant’s behalf as of each payroll period, subject to the limitations of
Section 414(v) of the Code. Such Catch-up Contributions may or may not
constitute contributions which satisfy the requirements of Section 414(v) of
the Code. The circumstances affecting the status with respect to Section
414(v) of Catch-up Contributions made for any Plan Year will not be known until
after the end of such Plan Year.
	 
	 	   	To the extent Catch-up Contributions made on behalf of a Catch-up Eligible
Participant for a Plan Year satisfy the requirements of Section 414(v), (i)
such Contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of Sections
402(g)(1)(A) and 415 of the Code; and (ii) the Plan shall not be treated as
failing to satisfy the provisions of the Plan implementing the requirements
of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416




2









 












of the Code, as applicable, by reason of a Participant making such Catch-up
Contributions. To the extent Catch-up Contributions made on behalf of a
Catch-up Eligible Participant for a Plan Year do not satisfy the
requirements of Section 414(v) of the Code, such Catch-up Contributions
shall be taken into account for purposes of the provisions of the Plan
implementing the required limitations that would otherwise apply without
reference to Section 414(v), including the limitations of Sections
401(k)(3), 401(k)(12), 402(g)(1)(A), 410(b), 415 and 416 of the Code.




Notwithstanding anything to the contrary herein, a Catch-up Eligible
Participant who is a Highly Compensated Employee shall be deemed to have
entered into a Catch-up Contribution Agreement for a Plan Year to the extent
Catch-up Contributions would reduce any distribution of Excess Contributions
to such Participant that would otherwise be made pursuant to Section 3.5(c)
of the Plan. Any Incentive Contributions made with respect to such Catch-up
Contributions shall be forfeited.




	 	3.16  	Incentive Contributions Not Applicable to Catch-up
Contributions. In no event shall any Catch-up Contributions be matched with
Incentive Contributions.
	 
	 	3.17  	Rate and Timing of Catch-up Contributions. A Catch-up Eligible
Participant’s Catch-up Contribution Agreement shall specify the total dollar
amount of Catch-up Contributions that the Participant agrees to defer (subject
to the limitations of Section 414(v) of the Code) for the Plan Year. Catch-up
Contributions shall begin as soon as practicable after receipt of the
Participant’s Catch-up Contribution Agreement; provided, however, that no
Catch-up Contributions shall be made prior to July 5, 2002. The total dollar
amount specified in the Agreement shall be divided by the number of payroll
periods remaining in the Plan Year to determine the amount of the contribution
for each payroll period.
	 
	 	3.18  	Changes to Catch-up Contribution Agreement. The dollar amount
specified in a Catch-up Eligible Participant’s Catch-up Contribution Agreement
shall remain in force for the Plan Year as long as the Participant receives Pay
until the Participant ceases to be an Active Participant or until the effective
date of the Participant’s election to change such dollar amount. Any such
change in the dollar amount elected pursuant to the Participant’s Catch-up
Contribution Agreement shall become effective as soon as practicable but in no
event later than the first day of the second month after the Participant files
a change of election with the Plan Administrator.
	 
	 	3.19  	Discontinuance and Resumption of Catch-up Contributions. A
Catch-up Eligible Participant may at any time during the Plan Year voluntarily




3









 












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



     9. Subsection (b) of Section 5.4, Change of Investment Fund, is restated in its entirety as
follows:




	 	(b)  	A Participant may elect, in accordance with rules established
by the Plan Administrator, to alter the investment election for amounts held in
the Participant’s Account and for future contributions; provided that no such
election may be made with respect to the initial investment of future Incentive
Contributions and Performance-Based Contributions that are made in Stock. Such
election shall be made in accordance with rules established by the Plan
Administrator and shall remain in effect for all subsequent periods until
revised. The election shall specify the whole percentages of such future
contributions that the Participant elects to have invested in the available
Investment Funds, with the total not to exceed 100%.





     10. The second paragraph of Section 13.2, Powers and Duties of the Plan Administrator, is
restated in its entirety as follows:




Compensation of the Plan Administrator and all usual and reasonable expenses of
administration, including but not limited to actuarial, legal and accounting fees,
may be paid in whole or in part by the Employer, and any expenses not paid by the
Employer shall be paid by the Trustee out of the principal or income of the Trust
Fund and shall be allocated in accordance with Section 14.5.



     11. The list set forth in Section 14.5, Expenses, is restated in its entirety as follows:




	 	(a)  	commissions and other sales or service charges;
	 
	 	(b)  	taxes of any kind;
	 
	 	(c)  	administrative and clerical costs;
	 
	 	(d)  	legal fees;
	 
	 	(e)  	the Trustee’s fee; and




4









 






	 	(f)  	the expenses described in Section 13.2.





     12. Subsection (b) of Section 18.2, Liability for Benefits, Contributions and Expenses, is
restated in its entirety as follows:




	 	(b)  	The Employer is not legally obligated to make contributions
(other than Deferral Contributions, Catch-up Contributions, or Voluntary
Contributions withheld from the Pay of an Active Participant) to the Trust
Fund. No action or suit shall be brought by any Participant or other person
against the Employer to compel contributions.





     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this ___1___
day of ___July___, 2002.



	 	 	 	 	 
	 	 	Aetna Inc.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Elease E. Wright
	 	 	 	 	 
	

	 	 	 	Elease E. Wright
	

	 	 	 	Senior Vice President
	

	 	 	 	Aetna Human Resources











5









 








AMENDMENT NO. 2 (2002-2)

TO THE

AETNA INC. INCENTIVE SAVINGS PLAN




     WHEREAS, Section 12.1 of the Aetna Inc. Incentive Savings Plan (the “Plan”) reserves with the
Company the right to amend the Plan; and



     WHEREAS, the Company desires to amend the Plan to reflect certain provisions of the Economic
Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) and to make certain other changes to
the Plan; and



     WHEREAS, this amendment is intended as good faith compliance with the requirements of EGTRRA
and is to be construed in accordance with EGTRRA and guidance issued thereunder;



     NOW, THEREFORE, the Plan is hereby amended, effective January 1, 2002, except as otherwise
specified below, as follows:



     13. Any references to “Aetna Services, Inc.” on the introductory page to the Plan are hereby
changed to “Aetna Inc.”



     14. The references to the “Retirement Plan for Employees of Aetna Services, Inc.” in Sections
1.11, 3.8(c), and 13.1(c) are hereby changed to the “Retirement Plan for Employees of Aetna Inc.”



     15. The references to “Section 5.8” in Sections 1.11 and 13.1(c) are hereby changed to
“Section 5.7.”



     4. Section 1.3 is restated in its entirety as follows:




	 	1.3  	“Active Participant” means a Participant who is an Eligible
Employee and who has not yet incurred a Termination from Service Date. A
Participant shall cease to be an Active Participant as of the date he or she
ceases to be an Eligible Employee.







* Incorporated by
reference

 









 












     5. Effective January 1, 2003, Section 1.25 is restated in its entirety as follows:




	 	1.25  	“Eligible Employee” means any Employee employed by an Employer
other than (a) an Employee whose employment is governed by the terms of a
collective bargaining agreement between employee representatives (within the
meaning of Section 7701(a)(46) of the Code) and an Employer if such collective
bargaining agreement does not specifically provide for participation in the
Plan; (b) a “leased employee,” as such term is defined under Section 414(n) of
the Code; (c) an Employee who is a nonresident alien (within the meaning of
Section 7701(b) of the Code) with no earned income (within the meaning of
Section 911(d)(2) of the Code) from an Employer or Affiliate that constitutes
income from sources within the United States (within the meaning of Section
861(a)(3) of the Code), unless (i) a certificate of coverage has been filed
with the Social Security Administration on behalf of the Employee under Section
233 of the Social Security Act, or (ii) the employee has been designated as an
Eligible Employee by the Employer; (d) an individual who is designated, or
otherwise determined, to be an independent contractor but who is ultimately
determined to be an employee pursuant to the Code or any other applicable law,
or (e) effective January 1, 2003, an Employee designated by the Company or a
Participating Company as a temporary or benefits ineligible Employee.





     6. Effective January 1, 2003, Section 1.46 is restated in its entirety as follows:




	 	1.46  	“Participant” means an Eligible Employee who satisfies the
eligibility requirements under Article II and who is participating in the Plan
in accordance with its provisions (whether or not such Eligible Employee elects
to make Deferral Contributions), or a former Eligible Employee who participated
in the Plan and who has not yet received a full distribution of his or her
Account as provided in Article VIII.





     7. The last sentence of the first paragraph of Section 1.48, “Pay”, is restated in its
entirety as follows:




Pay shall be determined as if no elective salary reduction had been made pursuant to
Sections 125 (including, effective for Plan Years beginning after December 31, 1997,
amounts not available to a Participant in cash in lieu of group health coverage
because the Participant is unable to certify that he or she has other health
coverage), 132(f) and 401(k) of the Code.



2









 





     8. Subsection (7) of Section 1.48, an exclusion from the definition of “Pay”, is restated,
effective January 1, 2003, as follows:




	 	(7)  	severance or salary continuation payments or benefits, except
salary continuation benefits not to exceed 13 weeks (generally 9 weeks for an
Employee whose “Commencement Date”, as defined in the Aetna Inc. Job
Elimination Benefits Plan, is on or after January 1, 2003);





     9. The second to last paragraph of Section 1.48, “Pay”, is restated in its entirety as
follows:



          Notwithstanding any other provision of the Plan to the contrary, the annual Pay of each Active
Participant taken into account under the Plan for any Plan Year shall not exceed one hundred fifty
thousand dollars ($150,000) (two hundred thousand dollars ($200,000) for Plan Years beginning after
December 31, 2001), as Adjusted, except that with respect to a Short Plan Year, annual Pay shall
not exceed one hundred fifty thousand dollars ($150,000) (two hundred thousand dollars ($200,000)
for Plan Years beginning after December 31, 2001), as Adjusted, multiplied by a fraction, the
numerator of which is the number of months in the Short Plan Year and the denominator of which is
twelve (12). In the case of any Plan Year that does not coincide with the calendar year, the
annual compensation limitation used for purposes of calculating annual Pay shall be the limitation
applicable to the calendar year in which the Plan Year begins.




     10. Section 1.67, “Termination from Service Date”, is restated in its entirety, effective
January 1, 2003, as follows:




	1.67  	“Termination from Service Date” means the date which is the earlier of (i) the earliest of
the date an Employee quits, retires, dies or is discharged from employment with the Employer;
or (ii) the first anniversary of the first date of a period in which the Employee remains
absent from service (with or without pay) for any reason other than quit, retirement, death or
discharge, such as vacation, holiday, sickness, leave of absence or layoff. Notwithstanding
the preceding, a Termination from Service Date shall not occur earlier than the last day of
any (a) Authorized Leave of Absence, (b) period in which an Employee receives long-term
disability benefits from a plan maintained by the Employer, or, if earlier, the commencement
of the distribution of benefits under this Plan; provided, however, that a Termination from
Service Date shall occur on the date such Participant’s employment with the Employer is
terminated pursuant to Company policy, or (c) period in which the Employee receives periodic
salary continuation benefits not to exceed 13 weeks (generally 9 weeks for an Employee whose
“Commencement Date”, as defined in the Aetna Inc. Job Elimination Benefits Plan, is on or
after January 1, 2003). See also Section 16.4(b).





     11. The second from the last paragraph of Subsection (a) of section 3.5 is restated in its
entirety as follows:



3









 





          The data used for purposes of determining the Average Deferral Percentage for Non-Highly
Compensated Employees with respect to the 1997 through 2000 Plan Years was as follows:



1997 – current year


1998 – current year


1999 – current year


2000 – current year




With respect to the 2001 Plan Year, prior year data was used for purposes of
determining the Average Deferral Percentage for Non-Highly Compensated Employees.
With respect to the 2002 Plan Year and Plan Years thereafter, current year data will
be used for purposes of determining the Average Deferral Percentage for Non-Highly
Compensated Employees, unless a timely permissible election is made to use prior
year data.



     12. Subsection (d) of Section 3.5, Special Limitation on Deferral Contributions, is restated
in its entirety as follows:




	 	(d)  	Deferral Limitation. Notwithstanding any other provision of
the Plan to the contrary, the amount to be contributed for any calendar year on
behalf of any Active Participant pursuant to a Compensation Deferral Agreement,
combined with elective deferrals, as defined in Section 402(g)(3) of the Code,
to any plan of any Affiliate under Sections 401(k), 408(k) or 403(b) of the
Code, shall not exceed the applicable dollar limitation contained in Section
402(g) of the Code, as Adjusted (the “Deferral Limitation”), except to the
extent permitted under Section 3.15 of the Plan and Section 414(v) of the Code,
if applicable.





     13. The second from the last paragraph of Subsection (b) of section 3.6 is restated in its
entirety as follows:



          The data used for purposes of determining the Average Contribution Percentage for Non-Highly
Compensated Employees with respect to the 1997 through 2000 Plan Years was as follows:



1997 – current year


1998 – current year


1999 – current year


2000 – current year



          With respect to the 2001 Plan Year, prior year data was used for purposes of determining the
Average Contribution Percentage for Non-Highly Compensated Employees.




4









 







With respect to the 2002 Plan Year and Plan Years thereafter, current year data will be used
for purposes of determining the Average Contribution Percentage for Non-Highly Compensated
Employees, unless a timely permissible election is made to use prior year data.




     14. Subsection (a) of Section 3.8, Rollover Contributions, is restated in its entirety
as follows:




	 	(a)  	An Active Participant may roll over to the Plan all or
any portion of the property such Active Participant receives from (i) a
plan qualified under Section 401(a) or 403(a) of the Code, (ii) an
annuity contract described in Section 403(b) of the Code, (iii) an
eligible plan under Section 457(b) of the Code which is maintained by a
state, political subdivision or a state, or any agency or
instrumentality of a state or political subdivision of a state, or (iv)
an individual retirement account described in Section 408(a) or 408(b)
of the Code that is eligible to be rolled over and would otherwise be
includible in gross income, provided that: (1) the rollover of such
amounts to the Plan is permitted under the Code; (2) the rollover to
the Plan is completed within the applicable time periods prescribed by
the Code and subject to the applicable rules of the Code; and (3) such
rollover consists only of cash. The Plan Administrator may require such
information from a Participant desiring to make a rollover as it deems
necessary or desirable to determine that the proposed rollover will
meet the requirements of this Section 3.8. Each Participant’s Rollover
Contributions and the earnings thereon will be accounted for
separately.





     15. The first and second paragraphs of Section 4.2, Maximum Annual Addition, are restated in
their entirety as follows:




All contributions to the Plan are subject to the limitations of Section 415 of the
Code, which are incorporated herein by reference. Effective for Limitation Years
beginning after December 31, 2001, except to the extent permitted under Section 3.15
of the Plan and Section 414(v) of the Code, if applicable, the maximum “Annual
Addition” credited to a Participant’s Account during any Limitation Year shall not
exceed the lesser of (a) $40,000, as Adjusted, or (b) 100% of the Participant’s
compensation (as defined below) from the Employer and all Affiliates during the
Limitation Year.




For purposes of Sections 4.2 and 4.3, the term ‘compensation’ shall mean wages as
reported for purposes of federal income tax on Form W-2 and in addition, effective
January 1, 1998, elective deferrals as defined in Section 402(g)(3) of the Code and
salary reduction contributions of the Participant not includible in his or her gross
income by reason of Section 125 (including, for Plan Years beginning after December
31, 1997, amounts not available to a Participant in cash in lieu of



5









 






group health coverage because the Participant is unable to certify that he or she
has other health coverage) or Section 132(f) of the Code.



     16. A new Section 5.9 is added to the Plan as follows:




	 	5.9  	Intention to Comply with ERISA Section 404(c). This Plan is
intended to constitute a plan described in Section 404(c) of ERISA and
Department of Labor Regulations Section 2550.404(c)-1.





     17. Section 8.10 is restated in its entirety as follows:




	 	8.10  	Limit on Distribution of Deferral Accounts.






	 	(a)  	Effective for distributions after December 31,
2001, notwithstanding any other provision of the Plan to the contrary,
no distribution shall be made from a Participant’s Deferral Account
before:






	 	(i)  	Termination from Service;
	 
	 	(ii)  	termination of the Plan without
establishment or maintenance of another defined contribution
plan (other than an employer stock ownership plan as defined in
Section 4975(e)(7) of the Code);
	 
	 	(iii)  	the attainment of age fifty-nine
and one-half (591/2) by the Participant; or
	 
	 	(iv)  	in the case of the Deferral
Contributions (but not earnings thereon credited after December
31, 1988), the Participant experiences a Hardship, as defined in
Section 9.3 below.
	 
	 	(b)  	With regard to subpart (ii) of
paragraph (a) above, any distribution must be a lump sum
distribution (as defined in Section 401(k)(10)(B)(ii)). The
foregoing limitations on distributions are intended to comply
with the requirements of Section 401(k)(2)(B) of the Code and
shall be interpreted in accordance with such Section and
applicable Treasury Regulations.




6









 











     18. The first sentence of the second paragraph of Section 14.5 is restated in its entirety as
follows:



          Generally, expenses paid from the Trust Fund shall be allocated to the Accounts of
Participants in proportion to Participants’ Account Value or by a per capita fee, as
determined by the Company and announced to Participants from time to time.




     19. A new Section 17.5 of Article XVII, Provisions Relating to Top Heavy Plans, is added as
follows:




	 	17.5  	Impact of Economic Growth and Tax Relief Reconciliation Act
(“EGTRRA”)






	 	(a)  	Effective date. This Section shall apply for
purposes of determining whether the Plan is a top-heavy Plan under
Section 416(g) of the Code for Plan Years beginning after December 31,
2001, and whether the Plan satisfies the minimum benefits requirements
of Section 416(c) of the Code for such years.
	 
	 	(b)  	Determination of top-heavy status.






	 	(1)  	Key employee. Key employee means
any employee or former employee (including any deceased
employee) who at anytime during the Plan Year that includes the
determination date was an officer of the employer having annual
compensation greater than $130,000 (as adjusted under Section
416(i)(1) of the Code for Plan Years beginning after December
31, 2002), a 5-percent owner of the employer, or a 1-percent
owner of the employer having annual compensation of more than
$150,000. For this purpose, annual compensation means
compensation within the meaning of Section 415(c)(3) of the
Code. The determination of who is a key employee will be made
in accordance with Section 416(i)(1) of the Code and the
applicable regulations and other guidance of general
applicability issued thereunder.
	 
	 	(2)  	Determination of present values
and amounts. This subsection (b)(2) shall apply for purposes of
determining the present values of accrued benefits and the
amounts of account balances of employees as of the determination
date.




7









 












	 	(A)  	Distributions during year ending on the determination date. The
present values of accrued benefits and the amounts of
account balances of an employee as of the determination
date shall be increased by the distributions made with
respect to the employee under the Plan and any Plan
aggregated with the Plan under Section 416(g)(2) of the
Code during the 1-year period ending on the
determination date. The preceding sentence shall also
apply to distributions under a terminated Plan which,
had it not been terminated, would have been aggregated
with the Plan under Section 416(g)(2)(A)(i) of the Code.
In the case of a distribution made for a reason other
than separation from service, death, or disability, this
provision shall be applied by substituting “5-year
period” for “1-year period.”






	 	(B)  	Employees not
performing services during year ending on the
determination date. The accrued benefits and accounts
of any individual who has not performed services for the
employer during the 1-year period ending on the
determination date shall not be taken into account.






	 	(c)  	Minimum benefits.






	 	(1)  	Matching contributions. Employer
matching contributions shall be taken into account for purposes
of satisfying the minimum contribution requirements of Section
416(c)(2) of the Code and the Plan. The preceding sentence
shall apply with respect to matching contributions under the
Plan or, if the Plan provides that the minimum contribution
requirement shall be met in another Plan, such other Plan.
Employer matching contributions that are used to satisfy the
minimum contribution requirements shall be treated as matching
contributions for purposes of the actual contribution percentage
test and other requirements of Section 401(m) of the Code.
	 
	 	(2)  	Contributions under other Plans.
The employer may provide by plan amendment that the minimum
benefit requirement shall be met in another Plan (including
another Plan that consists solely of a cash or deferred
arrangement which meets the requirements of Section 401(k)(12)
of the




8









 












Code and matching contributions with respect to which the
requirements of Section 401(m)(11) of the Code are met).



     20. Subsection (b) of Section 18.5, Direct Rollovers, is restated in its entirety as follows:




	 	(b)  	An Eligible Rollover Distribution is any distribution of any
portion of the balance to the credit of the distributee that is greater than
the amount permitted by law to be excluded from the direct rollover option,
except that an Eligible Rollover Distribution does not include: (i) any
distribution that is one of a series of substantially equal periodic payments
(to be made not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee and the distributee’s designated beneficiary, or for a
specified period of ten years or more; (ii) any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code; (iii) except as
otherwise provided below, the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities); (iv) corrective
distributions of Excess Contributions or Excess Deferrals, and income allocable
to such contributions; (v) loans treated as distributions under Section 72(p)
of the Code and loans in default that are deemed distributions; and (vi) any
amount that is distributed on account of hardship.
	 
	 	   	Effective for distributions made after December 31, 2001, for purposes of
this Section 18.5, a portion of a distribution shall not fail to be an
Eligible Rollover Distribution merely because the portion consists of
after-tax employee contributions which are not includible in gross income.
However, such portion may be transferred only to an individual retirement
account or annuity described in Section 408(a) or (b) of the Code, or to a
qualified defined contribution plan described in Section 401(a) or 403(a) of
the Code that agrees to separately account for amounts so transferred,
including separate accounting for the portion of such distribution which is
includible in gross income and the portion of such distribution which is not
so includible.





     21. Subsection (c) of Section 18.5, Direct Rollovers, is restated in its entirety as follows:




	 	(c)  	An Eligible Retirement Plan is an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the
Code




9









 












that is legally permitted to accept the distributee’s Eligible Rollover
Distribution. Effective for distributions made after December 31, 2001, an
Eligible Retirement Plan shall also mean an annuity contract described in
Section 403(b) of the Code or an eligible plan under Section 457(b) of the
Code which is maintained by a state, political subdivision of a state, or
any agency or instrumentality of a state or political subdivision of a state
and which agrees to separately account for amounts transferred into such
plan from this Plan. The definition of Eligible Retirement Plan herein also
applies with respect to Eligible Rollover Distributions to a surviving
spouse or to a spouse or former spouse who is the alternate payee under a
qualified domestic relations order as defined in Section 414(p) of the Code.



     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this ___20___
day of December, 2002.



	 	 	 	 	 
	 	 	AETNA INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Elease E. Wright
	 	 	 	 	 
	

	 	 	 	Elease E. Wright

Senior Vice President
	

	 	 	 	Aetna Human Resources









10









 








AMENDMENT NO. 3 (2003-1)

TO THE

AETNA INC. INCENTIVE SAVINGS PLAN




          Pursuant to Section 12.1 of the Aetna Inc. Incentive Savings Plan (the “Plan”), the Plan is
hereby amended, effective as of January 1, 2003, as follows:




1. Section 5.4(d) of the Plan is hereby amended and restated in its entirety as follows:





Notwithstanding the foregoing, the Company may impose restrictions

on the amount or percentage of a Participant’s investment in any Investment Fund
that may be transferred to any other Investment Fund, or the frequency of such
transfers, to the extent that the Company determines, in its sole discretion, that
such restrictions are in the best interests of Plan Participants generally. The
Plan Administrator shall notify Participants of such restrictions as promptly as
possible following the time the Company determines such restrictions are appropriate
or necessary. In addition, the Company has the right to restrict investment changes
regarding the Stock Account in order to comply with applicable law or internal
Company rules regarding the trading in Stock.



2. Section 8.1(b)(v) of the Plan is hereby amended and restated in its entirety as follows:





(v) The Plan Administrator shall have the discretion to establish a uniform order in which such
funds will be drawn from the Participant’s Accounts.



3. A new Section 8.13, Rules for Minimum Required Distributions, is hereby added to the Plan as
follows:




     Section 8.13 Rules for Minimum Required Distributions




	 	(a)  	General Rules.






	 	(1)  	Effective Date. Unless an earlier effective date is
specified in Section (f), the provisions of this Section 8.13 will apply for
purposes of determining required minimum distributions for calendar years
beginning with the 2003 calendar year.
	 
	 	(2)  	Coordination with Minimum Distribution Requirements
Previously in Effect. If Section (f) specifies an effective date of this
Section 8.13 that is earlier than calendar years beginning with the 2003
calendar year, required minimum distributions for 2002 under this Section 8.13
will be








* Incorporated by
reference


 









 












determined as follows. If the total amount of 2002 required minimum
distributions under the Plan made to the distributee prior to the effective
date of this Section 8.13 equals or exceeds the required minimum
distributions determined under this Section 8.13, then no additional
distributions will be required to be made for 2002 on or after such date to
the distributee. If the total amount of 2002 required minimum distributions
under the Plan made to the distributee prior to the effective date of this
Section 8.13 is less than the amount determined under this Section 8.13,
then required minimum distributions for 2002 on and after such date will be
determined so that the total amount of required minimum distributions for
2002 made to the distributee will be the amount determined under this
Section 8.13.




	 	(3)  	Precedence. The requirements of this Section 8.13 will
take precedence over any inconsistent provisions of the Plan.
	 
	 	(4)  	Requirements of Treasury Regulations Incorporated. All
distributions required under this Section 8.13 will be determined and made in
accordance with the Treasury regulations under Section 401(a)(9) of the
Internal Revenue Code.
	 
	 	(5)  	TEFRA Section 242(b)(2) Elections. Notwithstanding the
other provisions of this Section 8.13, distributions may be made under a
designation made before January 1, 1984, in accordance with Section 242(b)(2)
of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of
the Plan that relate to Section 242(b)(2) of TEFRA.






	 	(b)  	Time and Manner of Distribution.






	 	(1)  	Required Beginning Date. The Participant’s entire
interest will be distributed, or begin to be distributed, to the Participant no
later than the Participant’s required beginning date.
	 
	 	(2)  	Death of Participant Before Distributions Begin. If
the Participant dies before distributions begin, the Participant’s entire
interest will be distributed, or begin to be distributed, no later than as
follows:






	 	(A)  	If the Participant’s Surviving Spouse is the
Participant’s sole designated Beneficiary, then, except as provided in
Sections (g), (h) or (i) of this Section 8.13, distributions to the
Surviving Spouse will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died,
or by December 31 of the calendar year in which the Participant would
have attained age 70 1/2, if later.
	 
	 	(B)  	If the Participant’s Surviving Spouse is not
the Participant’s sole designated Beneficiary, then, except as provided
in Sections (g), (h) or (i), distributions to the designated
Beneficiary will begin by




2









 












December 31 of the calendar year immediately following the calendar
year in which the Participant died.




	 	(C)  	If there is no designated Beneficiary as of
September 30 of the year following the year of the Participant’s death,
the Participant’s entire interest will be distributed by December 31 of
the calendar year containing the fifth anniversary of the Participant’s
death.
	 
	 	(D)  	If the Participant’s Surviving Spouse is the
Participant’s sole designated Beneficiary and the Surviving Spouse dies
after the Participant but before distributions to the Surviving Spouse
begin, this Section (b)(2), other than Section (b)(2)(A), will apply as
if the Surviving Spouse were the Participant.






For purposes of this Section (b)(2) and Section (d), unless Section (b)(2)(D)
applies, distributions are considered to begin on the Participant’s required
beginning date. If Section (b)(2)(D) applies, distributions are considered to begin
on the date distributions are required to begin to the Surviving Spouse under
Section (b)(2)(A). If distributions under an annuity purchased from an insurance
company irrevocably commence to the Participant before the Participant’s required
beginning date (or to the Participant’s Surviving Spouse before the date
distributions are required to begin to the Surviving Spouse under Section
(b)(2)(A)), the date distributions are considered to begin is the date distributions
actually commence.




	 	(3)  	Forms of Distribution. Unless the Participant’s
interest is distributed in the form of an annuity purchased from an insurance
company or in a single sum on or before the required beginning date, as of the
first distribution calendar year distributions will be made in accordance with
Sections (c) and (d) of this Section 8.13. If the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of
Section 401(a)(9) of the Code and the Treasury regulations.






	 	(c)  	Required Minimum Distributions During Participant’s Lifetime.






	 	(1)  	Amount of Required Minimum Distribution for Each
Distribution Calendar Year. During the Participant’s lifetime, the minimum
amount that will be distributed for each distribution calendar year is the
lesser of:






	 	(A)  	the quotient obtained by dividing the
Participant’s Account balance by the distribution period in the Uniform
Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury
regulations, using the Participant’s age as of the Participant’s
birthday in the distribution calendar year; or




3









 






	 	(B)  	if the Participant’s sole designated
Beneficiary for the distribution calendar year is the Participant’s
Spouse, the quotient obtained by dividing the Participant’s Account
balance by the number in the Joint and Last Survivor Table set forth in
Section 1.401(a)(9)-9 of the Treasury regulations, using the
Participant’s and Spouse’s attained ages as of the Participant’s and
Spouse’s birthdays in the distribution calendar year.






	 	(2)  	Lifetime Required Minimum Distributions Continue Through
Year of Participant’s Death. Required minimum distributions will be
determined under this Section (c) beginning with the first distribution
calendar year and up to and including the distribution calendar year that
includes the Participant’s date of death.






	 	(d)  	Required Minimum Distributions After Participant’s Death.






	 	(1)  	Death On or After Date Distributions Begin.






	 	(A)  	Participant Survived by Designated
Beneficiary.  If the Participant dies on or after the date
distributions begin and there is a designated Beneficiary, the minimum
amount that will be distributed for each distribution calendar year
after the year of the Participant’s death is the quotient obtained by
dividing the Participant’s Account balance by the longer of the
remaining life expectancy of the Participant or the remaining life
expectancy of the Participant’s designated Beneficiary, determined as
follows:






	 	(i)  	The Participant’s remaining life
expectancy is calculated using the age of the Participant in the
year of death, reduced by one for each subsequent year.
	 
	 	(ii)  	If the Participant’s Surviving
Spouse is the Participant’s sole designated Beneficiary, the
remaining life expectancy of the Surviving Spouse is calculated
for each distribution calendar year after the year of the
Participant’s death using the Surviving Spouse’s age as of the
Spouse’s birthday in that year. For distribution calendar years
after the year of the Surviving Spouse’s death, the remaining
life expectancy of the Surviving Spouse is calculated using the
age of the Surviving Spouse as of the Spouse’s birthday in the
calendar year of the Spouse’s death, reduced by one for each
subsequent calendar year.
	 
	 	(iii)  	If the Participant’s Surviving
Spouse is not the Participant’s sole designated Beneficiary, the
designated Beneficiary’s remaining life expectancy is calculated
using the age of the Beneficiary in the year following the year
of the




4









 






	 	   	Participant’s death, reduced by one for each subsequent year.






	 	(B)  	No Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there is
no designated Beneficiary as of September 30 of the year after the year
of the Participant’s death, the minimum amount that will be distributed
for each distribution calendar year after the year of the Participant’s
death is the quotient obtained by dividing the Participant’s Account
balance by the Participant’s remaining life expectancy calculated using
the age of the Participant in the year of death, reduced by one for
each subsequent year.






	 	(2)  	Death Before Date Distributions Begin.






	 	(A)  	Participant Survived by Designated
Beneficiary. Except as provided in Sections (g), (h) or (i), if
the Participant dies before the date distributions begin and there is a
designated Beneficiary, the minimum amount that will be distributed for
each distribution calendar year after the year of the Participant’s
death is the quotient obtained by dividing the Participant’s Account
balance by the remaining life expectancy of the Participant’s
designated Beneficiary, determined as provided in Section (d)(1).
	 
	 	(B)  	No Designated Beneficiary. If the
Participant dies before the date distributions begin and there is no
designated Beneficiary as of September 30 of the year following the
year of the Participant’s death, distribution of the Participant’s
entire interest will be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death.
	 
	 	(C)  	Death of Surviving SpouseBefore
Distributions to Surviving SpouseAre Required to Begin. If the
Participant dies before the date distributions begin, the Participant’s
Surviving Spouse is the Participant’s sole designated Beneficiary, and
the Surviving Spouse dies before distributions are required to begin to
the Surviving Spouse under Section (b)(2)(A), this Section (d)(2) will
apply as if the Surviving Spouse were the Participant.






	 	(e)  	Definitions.






	 	(1)  	Designated Beneficiary. The individual who is
designated as the Beneficiary under the Plan and is the designated Beneficiary
under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1,
Q&A-4, of the Treasury regulations.
	 
	 	(2)  	Distribution calendar year. A calendar year for which
a minimum distribution is required. For distributions beginning before the
Participant’s death, the first distribution calendar year is the calendar year




5









 






	 	   	immediately preceding the calendar year which contains the Participant’s
required beginning date. For distributions beginning after the
Participant’s death, the first distribution calendar year is the calendar
year in which distributions are required to begin under Section (b)(2). The
required minimum distribution for the Participant’s first distribution
calendar year will be made on or before the Participant’s required beginning
date. The required minimum distribution for other distribution calendar
years, including the required minimum distribution for the distribution
calendar year in which the Participant’s required beginning date occurs,
will be made on or before December 31 of that distribution calendar year.
	 
	 	(3)  	Life expectancy. Life expectancy as computed by use of
the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.
	 
	 	(4)  	Participant’s Account balance. The Account balance as
of the last valuation date in the calendar year immediately preceding the
distribution calendar year (valuation calendar year) increased by the amount of
any contributions made and allocated or forfeitures allocated to the Account
balance as of dates in the valuation calendar year after the valuation date and
decreased by distributions made in the valuation calendar year after the
valuation date. The Account balance for the valuation calendar year includes
any amounts rolled over or transferred to the Plan either in the valuation
calendar year or in the distribution calendar year if distributed or
transferred in the valuation calendar year.
	 
	 	(5)  	Required beginning date. The date specified as such in
the Plan.






	 	(f)  	Effective Date of Plan Amendment for Section 401(A)(9) Final and Temporary
Treasury Regulations.






This Section 8.13 applies for purposes of determining required minimum distributions for
distribution calendar years beginning with the 2003 calendar year.




	 	(g)  	Election to Apply 5-Year Rule to Distributions to Designated
Beneficiaries.
	 
	 	   	If the Participant dies before distributions begin and there is a designated
Beneficiary, distribution to the designated Beneficiary is not required to begin by
the date specified in Section (b)(2) of this Section 8.13 of the Plan, but the
Participant’s entire interest will be distributed to the designated Beneficiary by
December 31 of the calendar year containing the fifth anniversary of the
Participant’s death. If the Participant’s Surviving Spouse is the Participant’s
sole designated Beneficiary and the Surviving Spouse dies after the Participant but
before distributions to either the Participant or the Surviving Spouse begin, this
election will apply as if the Surviving Spouse were the Participant.






	 	(1)  	o This election will apply to:




6









 












o all distributions, or




o distributions commencing on or
after                     , 200_.




	 	(2)  	þ  This election will not apply.






	 	(h)  	Election to Allow Participants or Beneficiaries to Elect 5-Year Rule.
	 
	 	   	Participants or beneficiaries may elect on an individual basis whether the 5-year
rule or the life expectancy rule in Sections (b)(2) and (d)(2) of this Section 8.13
of the Plan applies to distributions after the death of a Participant who has a
designated Beneficiary. The election must be made no later than the earlier of
September 30 of the calendar year in which distribution would be required to begin
under Section (b)(2) of this Section 8.13 of the Plan, or by September 30 of the
calendar year which contains the fifth anniversary of the Participant’s (or, if
applicable, Surviving Spouse’s) death. If neither the Participant nor Beneficiary
makes an election under this paragraph, distributions will be made in accordance
with Sections (b)(2) and (d)(2) of this Section 8.13 of the Plan and, if applicable,
the elections in Section (g) above.






	 	(1)  	o  This election will apply to:






o  all distributions, or




o  distributions commencing on or after                      , 200_.




	 	(2)  	þ  This election will not apply.






	 	(i)  	Election to Allow Designated Beneficiary Receiving Distribution under
5-Year Rule to Elect Life Expectancy Distributions.
	 
	 	   	A designated Beneficiary who is receiving payments under the 5-year rule may make a
new election to receive payments under the life expectancy rule until December 31,
2003, provided that all amounts that would have been required to be distributed
under the life expectancy rule for all distribution calendar years before 2004 are
distributed by the earlier of December 31, 2003 or the end of the 5-year period.






	 	(1)  	o  This election will apply to:






o  all distributions, or




o  distributions commencing on or after                      , 200_.




	 	(2)  	þ  This election will not apply.




7









 











4. The last paragraph of Section 9.5 of the Plan is hereby amended and restated in its entirety as
follows:





The Plan Administrator shall have the discretion to establish a uniform order in which such
funds will be drawn from the Participant’s Accounts.



5. The first sentence of Section 9.7(a) of the Plan is hereby amended and restated in its entirety
as follows:





An Active Participant receiving a regular paycheck from the Employer may apply for one or
more loans from the Plan; provided, however, that the Company may, in its sole discretion,
permit a loan to any individual who is not an Eligible Employee by virtue of Section 1.25(e)
but who receives a regular paycheck from the Employer.



6. The first paragraph of Section 9.7(c) of the Plan is hereby amended and restated in its entirety
as follows:





	 	(c)  	Any loan to a Participant hereunder shall be considered an investment of the
Participant’s Account. Funds for a loan will be obtained by liquidating the
Participant’s interest in the various Investment Funds in which the Participant’s
Accounts are invested pro rata. The Plan Administrator shall have the discretion to
establish a uniform order in which such funds will be drawn from the Participant’s
Accounts.





7. Section 10.7 is hereby amended and restated in its entirety as follows:




     10.7 Deaths Occurring On or After July 30, 2001. Notwithstanding any other provision of this
Article X and Section 8.13, effective for deaths occurring on or after July 30, 2001, all death
benefits attributable to Accounts other than Money Purchase Accounts shall be made in the form of a
lump sum distribution no later than the last day of the calendar year following the calendar year
in which the Participant’s death occurs.



8









 





     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this ___22___
day of ___December___, 2003.




	 	 	 	 	 
	 	 	AETNA INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/Elease E. Wright
	 	 	 	 	 
	

	 	 	 	Elease E. Wright

Senior Vice President
	

	 	 	 	Aetna Human Resources











9









 








AMENDMENT NO. 4 (2004-1)

TO THE

AETNA INC. INCENTIVE SAVINGS PLAN




          Pursuant to Section 12.1 of the Aetna Inc. Incentive Savings Plan (the “Plan”), the Plan is
hereby amended, effective June 1, 2004, as follows:





	 	1.  	The Plan is renamed the “Aetna 401(k) Plan”, and all references to the full
name of the Plan, including in the definition of “Plan” in Section 1.53, are hereby
amended accordingly.
	 
	 	2.  	All references to the Aetna Inc. Supplemental Incentive Savings Plan are hereby
changed to the “Aetna Supplemental 401(k) Plan”.
	 
	 	3.  	Section 1.38 is restated in its entirety as follows:
	 
	 	1.38  	“Investment Fund” means the Stock Account and such other investments as are
made available for the investment of the Participants’ Accounts in accordance with the
rules of Article V, including, without limitation, common or collective investment
funds managed by a bank or registered investment advisor, and including an investment
option under which an individual brokerage account is established for an electing
Participant that permits the Participant to select individual stocks, corporate and
government bonds, and mutual funds. Notwithstanding the foregoing, the Investment Fund
shall not include (a) a direct interest in real property, leaseholds or mineral
interests or (b) securities which are not purchased on a United States Exchange or
where evidence of ownership is held by a custodian outside of the United States.





     4. Subsection (b) of Section 9.7, Loans to Participants, is amended by restating the second
sentence thereof as follows:




          Loans made to Participants for the purchase of the Participant’s principal residence shall be
for terms of not less than one (1) nor more than thirty (30) years; provided, however, that
effective June 1, 2004, such a loan may not exceed a term of twenty (20) years.



     5. Subsection (c) of Section 9.7, Loans to Participants, is amended by adding the following
sentence to the end thereof:




Notwithstanding anything to the contrary above, effective June 1, 2004, funds for a
loan shall not be drawn from a Participant’s Money Purchase Account.



 









 





     6. Subsection (h) of Section 9.7, Loans to Participants, is amended by adding the following
sentence to the end thereof:




Notwithstanding the foregoing, effective June 1, 2004, funds for a loan shall not be
drawn from a Participant’s Money Purchase Account and this subsection (h) shall
cease to apply.



     7. Article XIV, Trustee, is amended by adding the following Section 14.16 to the end thereof:




14.16 Applicability of Article XIV. To the extent the Company enters into a separate trust
agreement with a trustee that is responsible for all assets of the Plan, the provisions of this
Article XIV shall cease to apply, and all references in the Plan to the Trust and the Trustee shall
mean such separate trust agreement and the trustee thereunder. Notwithstanding the foregoing, to
the extent another provision of the Plan cross-references Section 14.5, Expenses, such Section 14.5
shall continue to apply to the extent it does not conflict with the separate trust agreement.



     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this ___1___
day of June, 2004.



	 	 	 	 	 
	 	 	AETNA INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Elease E. Wright
	 	 	 	 	 
	

	 	 	 	Elease E. Wright

Senior Vice President
	

	 	 	 	Aetna Human Resources










2









 








AMENDMENT NO. 5 (2004-2)

TO THE

AETNA 401(k) PLAN



          Pursuant to Section 12.1 of the Aetna 401(k) Plan (the “Plan”), the Plan is hereby amended,
effective June 1, 2004, as follows:





     1. Subsection (e) of Section 5.4, Change of Investment Fund, is amended by adding the
following sentence to the beginning thereof:




This subsection (e) shall apply only to a Participant whose Termination from Service
Date is earlier than May 25, 2004.



     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this
___2nd___day of ___June___, 2004.



	 	 	 	 	 
	 	 	AETNA INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Elease E. Wright
	 	 	 	 	 
	

	 	 	 	Elease E. Wright

Senior Vice President
	

	 	 	 	Aetna Human Resources










 









 








AMENDMENT NO. 6 (2004-3)

TO THE

AETNA 401(k) PLAN




          Pursuant to Section 12.1 of the Aetna 401(k) Plan (the “Plan”), the Plan is hereby amended,
effective June 1, 2004, except as otherwise specified below, as follows:




     16. The last sentence of Section 1.10, the definition of “Beneficiary,” is restated in its
entirety as follows:





Solely for purposes of the definition of “Beneficiary,” the term “Spouse” shall
include a same-sex spouse to whom the Participant is legally married under applicable
state law.



     17. The first sentence of Section 1.48, the definition of “Pay,” is restated in its entirety
as follows:




	 	1.48  	“Pay” means, effective on and after January 1, 1999, the base
salary or base wages, as applicable, paid to an Active Participant by the
Employer during a Plan Year (or any portion thereof) for personal services
rendered, plus any performance bonus (but not including the special cash bonus
payable on or around December 17, 2004), wage incentive, shift differential,
area differential and overtime, including payments made under the Management
Incentive Plan which are paid at the time awarded (rather than pursuant to a
deferral agreement).





     18. The list of exclusions set forth in the second paragraph of the definition of “Pay” in
Section 1.48 (beginning “Pay shall not include”) is further amended by deleting the word “or” at
the end of item 13 and adding a new item 16 at the end of the list, as follows:




	 	(16)  	the special cash bonus payable on or around December 17, 2004.





     19. Section 1.62, the definition of “Spouse” is restated in its entirety as follows:




“Spouse” means a Participant’s legal spouse determined under applicable law,
including the Defense of Marriage Act of 1996.



 









 





     20. Effective January 1, 2005, paragraph (a) of Section 3.1A, Automatic Deferral
Contributions, is restated in its entirety as follows:




	 	(a)  	Notwithstanding anything to the contrary in this Article III,
Active Participants hired (but not rehired) on or after January 1, 2001 shall be
deemed to have entered into a Compensation Deferral Agreement to have the
Employer make contributions to the Deferral Account on the Participant’s behalf
as of each payroll period, in accordance with Section 401(k) of the Code, at the
rate of 3%. Such Compensation Deferral Agreement shall be deemed entered into
upon the later of: (i) the day following the date the Active Participant
completes one Year of Vesting Service; or (ii) February 15, 2002. The
provisions of this subparagraph (a) shall not apply to Active Participants who
were first hired by an entity other than the Company and became Active
Participants as a result of an acquisition.





     21. Effective January 1, 2004, paragraph (a)(v) of Section 3.6, Incentive
Contributions, is restated in its entirety as follows:




	 	(v)  	Effective for Plan Years beginning on or after January 1, 2004,
at the end of each Plan Year, the Employer may make an additional Incentive
Contribution to the Incentive Contribution Account of each Participant who (A)
made Deferral Contributions during such Plan Year, (B) was eligible for
Incentive Contributions under paragraph (a)(i) above during such Plan Year, and
(C) is an Active Participant and has an Account balance on the last day of such
Plan Year. Such additional Incentive Contribution shall be in the amount, if
any, necessary to make the Participant’s total Incentive Contributions for such
Plan Year equal to the lesser of: (A) fifty percent (50%) of the Participant’s
Deferral Contributions during such Plan Year; or (B) three percent (3%) of the
Participant’s Pay during the Plan Year, but excluding any Pay prior to the month
in which the Participant became eligible for Incentive Contributions under
paragraph (a)(i) above. (The 50% and 3% figures referred to in the preceding
sentence shall automatically change to be consistent with any changes made by
the Company to the corresponding figures set forth in the above paragraphs.)





     22. Effective January 1, 2005, the following new paragraph is added to the end of Section
3.13, Performance-Based Contributions:




          Notwithstanding the foregoing, with respect to Plan Years beginning on and after
January 1, 2005, the procedures for making Performance-Based Contributions set forth in this
section shall cease to apply and no Performance-Based Contributions shall be made.



     23. Effective January 1, 2004, Section 3.16, Incentive Contributions Not Applicable to
Catch-up Contributions, is restated in its entirety as follows:




	 	3.16  	Incentive Contributions Not Applicable to Catch-up
Contributions. In no event shall any Catch-up Contributions be matched with
Incentive Contributions.




 









 






	 	   	Notwithstanding the foregoing, effective for Plan Years beginning on or after
January 1, 2004, to the extent it is determined that a Participant’s Catch-up
Contributions for the Plan Year does not constitute a contribution that is the
subject of Section 414(v) of the Code, but instead is recharacterized as a
regular Deferral Contribution under the Plan, then such recharacterized
contribution shall be taken into account for purposes of determining the
amount of any additional Incentive Contribution to be made on behalf of such
Participant pursuant to Section 3.6(a)(v).





     24. The first sentence of Section 3.18, Changes to Catch-up Contribution Agreement, is
restated in its entirety as follows:




The dollar amount specified in a Catch-up Eligible Participant’s Catch-up
Contribution Agreement shall remain in force for any period for which the Participant
receives Pay until the Participant ceases to be an Active Participant or until the
effective date of the Participant’s election to change such dollar amount.



     25. Subsection (f) of Section 7.4, Performance-Based Contribution Account, is restated
in its entirety as follows:




	 	(f)  	In the event of a Change in Control, the date a Participant
incurs a “Covered Termination of Employment”, as defined in the Aetna Inc. Job
Elimination Benefits Plan, provided such Covered Termination of Employment
occurs within two years of the date of such Change in Control, but only with
respect to the Participant’s Account as of the date such Covered Termination of
Employment is incurred.





     26. Section 8.5, Forms of Distribution, is restated in its entirety as follows:



          8.5 Forms of Distribution.





	 	(a)  	Subject to the rules regarding the manner of making
an election set forth in Section 8.6 and the rules of Section 8.1(b), a
Participant may elect to have his or her vested Account Value distributed
in any of the following forms of distribution:






	 	(i)  	a fixed number of substantially equal
payments (or payments of a fixed dollar amount) to be paid in
monthly, quarterly, semi-annual or annual installments over a
period not to exceed 15 years, with any unpaid amounts at the
Participant’s death paid to the Participant’s Beneficiary in a
lump sum;
	 
	 	(ii)  	a cash lump sum;
	 
	 	(iii)  	a lump sum payment of some or all of
the Participant’s Stock Account Value in kind, by issuance of
Stock, with any fractional or remaining shares of Stock paid in
cash; provided, however, that




 









 






	 	   	this form of distribution is only available upon distribution of
the Participant’s entire vested Account Value;
	 
	 	(iv)  	a combination of the above.





     27. Paragraph (a) of Section 9.3, Hardship Withdrawals, is hereby restated in its
entirety as follows:




	 	(a)  	In the event of Hardship (as defined below) and upon notice of up
to thirty (30) days to the Plan Administrator as required by the Plan
Administrator, a Participant shall have the right to withdraw the amount
necessary to relieve the Hardship from (i) the Deferral Account accumulated
after December 31, 1986 (provided, that earnings after December 31, 1988 on
Deferral Contributions may not be withdrawn), and (ii) the portion of the
Incentive Contribution Account attributable to contributions made through
December 31, 1986 and earnings on such amounts.





     28. Effective January 1, 2004, the following sentence is added to the beginning of Section
9.4, Timing of Withdrawals:




This Section shall cease to apply beginning with the 2004 calendar year.



     29. The first paragraph of Subsection (i) of Section 8.1(b), Minimum Required
Distributions, is restated in its entirety as follows:




Effective for distribution calendar years beginning with the 2004 calendar year, in
no event shall distributions be required under this subsection with respect to a
Participant who is an Employee. Notwithstanding any other provision of the Plan to
the contrary, the following rules shall apply for purposes of determining a
Participant’s required beginning date under the Plan: (A) Effective for distribution
calendar years beginning with the 2004 calendar year, the distribution of a
Participant’s vested Account Value shall be made or begun not later than April
1st of the calendar year following the later of (I) the calendar year in
which the Participant attains age seventy and one-half (701/2), or (II) the calendar
year in which the Participant has a Termination from Service; (B) Effective for
distribution calendar years prior to the 2004 calendar year, except as provided in
(C) below, the distribution of a Participant’s vested Account Value (regardless of
whether such Participant is an Employee) shall be made or begun not later than the
April 1st following the calendar year in which the Participant attains age
seventy and one-half (701/2); and (C) Notwithstanding (B) above, Participants who
attained age seventy and one-half (701/2) before January 1, 1988 and whose Termination
from Service did not occur before January 1, 1988, shall have distribution of their
vested Account Value made or begun not later than the April 1st following
the calendar year of the Participant’s Termination from Service; provided, however,
that any such Participant may elect to begin receiving distribution on or after the
April 1st following the calendar year in which the Participant attained
age seventy and one-half (701/2) even though such distribution precedes the
Participant’s Termination from Service.



 









 





     30. The second sentence of Subsection (ii) of Section 8.1(b), Minimum Required
Distributions, is restated in its entirety as follows:




Until a Participant elects a form of distribution under Sections 8.5 and 8.6, the
Participant may (1) request unlimited withdrawals each Plan Year (in addition to any
distribution during the Plan Year pursuant to Section 8.1(b)), and (2) alter
investment elections in accordance with the rules of Article V.



     31. Subsection (b) of Section 9.7, Loans to Participants, is amended by deleting the
last two sentences thereof and replacing them with the following sentence:




Effective June 1, 2004, a Participant may have no more than two (2) loans outstanding
at any time; provided, however, that only one such outstanding loan may be a
residential loan.



     32. Subsection (i) of Section 9.7(f), Loan Repayment, is restated in its entirety as
follows:




	 	(i)  	Except as otherwise provided herein, or in (g) below, loans will
be repaid by regular deduction from the Participant’s paycheck from the Employer
based on the amortization schedule for the loan; provided, however, that a
Participant may repay a loan in full at any time in accordance with procedures
established by the Plan Administrator.





     33. Section (iv) of Section 9.7(f), Loan Repayment, is restated in its entirety as
follows:




	 	(iv)  	Loan repayments may be suspended under this Plan as permitted
under Section 414(u)(4) of the Code with respect to military service; provided,
however, that such loan repayments may continue to be made as permitted by
Section 9.7(g)(ii)(3).





     34. Subsection (i) of Section 9.7(g), Failure to Repay; Exceptions, is restated in its
entirety as follows:




	 	(i)  	Except as provided in subsection (g)(ii) below, in the event a
Participant fails to make loan payments in accordance with subsection (f) above,
upon the earlier of a Participant’s:






	 	(1)  	failure to make up any delinquent loan payments
during a legally permissible grace period provided by the Company; or
	 
	 	(2)  	thirty (30) days after Termination from Service;






the Participant’s entire loan balance will become immediately due and payable.



     35. Subsection (ii) of Section 9.7(g), Failure to Repay; Exceptions, is restated in
its entirety as follows:



 









 






	 	(ii)  	Notwithstanding (g)(i) above, a Participant who:






	 	(6)  	terminates employment upon or after attaining age
45 with ten (10) Years of Vesting Service and with a combined age and
Years of Vesting Service totaling at least 65;
	 
	 	(7)  	becomes covered by the Employer’s long-term
disability plan;
	 
	 	(8)  	takes an unpaid Authorized Leave of Absence,
including military leave;
	 
	 	(9)  	effective October 1, 1998, becomes eligible, on or
after such date, to receive job elimination benefits under the Company’s
severance and salary continuation benefits plan or similar benefits under
an agreement with the Employer; or
	 
	 	(10)  	if the Company so elects with respect to all
Participants continuing employment with a particular successor company
after a sale or outsourcing, terminates employment in connection with
such sale our outsourcing and continues employment with the successor
company;






may elect to pay off the entire loan balance at once or to make monthly loan
payments in accordance with rules established by the Plan Administrator.



     36. All remaining references to “Aetna Services, Inc.” in the body of the Plan document,
including references to other benefit plans in Sections 12.3(b) and 17.3, are hereby changed to
“Aetna Inc.”



     37. Any remaining reference to the “Severance and Salary Continuation Benefits Plan,”
including in Section 12.3(b), is hereby changed to the “Aetna Inc. Job Elimination Benefits Plan”.



     38. Section 15.2, Assignment and Alienation Prohibited, is amended by replacing the
reference to “Exhibit A” in the second sentence thereof with “the Plan’s Qualified Domestic
Relations Order Procedures”.



     39. The first paragraph of Section 15.3(c), Payments Under Qualified Domestic Relations
Orders, is amended by deleting the last two sentences thereof, both of which make reference to
Exhibit A.



     40. Exhibit A to the Plan, a copy of the Plan’s procedures regarding qualified domestic
relations orders, is hereby removed and the reference to Exhibit A is deleted from the Plan’s Table
of Contents.



     41. Attachment II to the Plan, Participating Companies, is amended to add Chickering
Benefit Planning Insurance Agency, Inc. (including any applicable affiliate thereof) as a
Participating Company as of January 1, 2005.



 









 





     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this ___20 day
of December, 2004.



	 	 	 	 	 
	 	 	AETNA INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Elease E. Wright
	 	 	 	 	 
	

	 	 	 	Elease E. Wright

Senior Vice President
	

	 	 	 	Aetna Human Resources