Exhibit
4.4 


Approved
by Shareholders: May 20, 2016


 


AETNA
INC. 


2016 EMPLOYEE
STOCK PURCHASE PLAN


 


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


 


2.
Definitions.


 


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


 


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


 


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


 


(i) When any “person”
as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as used
in Sections 13(d) and 14(d), including a “group” as defined in Section 13(d) of the Exchange Act but excluding the
Company and any Subsidiary thereof and any employee benefit plan sponsored or maintained by the Company or any Subsidiary (including
any trustee of such plan acting as trustee), directly or indirectly, becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act, as amended from time to time), of securities of the Company representing 20 percent or more
of the combined voting power of the Company's then outstanding securities;


 


(ii) When, during any
period of 24 consecutive months, the individuals who, at the beginning of such period, constitute the Board (the “Incumbent
Directors”) cease for any reason other than death to constitute at least a majority thereof, provided that a Director who
was not a Director at the beginning of such 24-month period shall be deemed to have satisfied such 24-month requirement (and be
an Incumbent Director) if such Director was elected by, or on the recommendation of or with the approval of, at least two-thirds
of the Directors who then qualified as Incumbent Directors either actually (because they were Directors at the beginning of such
24-month period) or by prior operation of this paragraph (ii); or


 


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


 


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


 


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


 


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


 


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


 




     


     


    

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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Plan”
means the Aetna Inc. 2016 Employee Stock Purchase Plan, a plan intended to qualify under Section 423 of the Code, as amended
from time to time.


 


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


 


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


 


“Subsidiary”
means any company in an unbroken chain of companies beginning with (and including) the


 




     


     


    

Company in which each
company other than the last company in the unbroken chain owns stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other companies in such chain.


 


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


 


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


 


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


 


5.
Stock.


 


(a) The stock subject
to an Offering shall be authorized but unissued shares of Common Stock. Subject to adjustment in accordance with the provisions
of Section 11(f) hereof, the total number of shares of Common Stock which may be the subject of Offerings under the Plan shall
not exceed in the aggregate 5,000,000 shares.


 


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


 


6.
Number of Shares That an Employee May Purchase.


 


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


 


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


 


(c) The maximum number
of shares that each eligible Employee may purchase under an Offering equals $25,000 divided by the Fair Market Value of a share
of Common Stock on the first day of the Offering.


 


(d) Notwithstanding
the foregoing provisions of the Plan, no eligible Employee may elect to purchase under Offerings in any single calendar year a
number of whole shares of Common Stock which, together with all other shares in the Company and Subsidiaries which the Employee
may be entitled to purchase in such year pursuant to an Offering and under any other employee stock purchase plan, as defined
in Section 423 of the Code, has an aggregate Fair Market Value (measured in each case as of the Grant Date) in excess of $25,000.


 


7.
Participation.


 


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


 




     


     


    

the Company.


 


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


 


8.
Method of Payment of Contributions.


 


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


 


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


 


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


 


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


 


10.
Voluntary Withdrawals; Termination of Employment.


 


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


 


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


 


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


 


11.
Terms and Conditions of Offerings.


 


		(a)	General:



 


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


 




     


     


    

		(b)	Purchase Price:



 


The purchase price
per share of shares covered by Purchase Rights will be established by the Committee for each Offering, but in no event will the
purchase price per share of shares covered by Purchase Rights be less than 85% of the lower of (i) the Fair Market Value of a
share of Common Stock on the Grant Date and (ii) the Fair Market Value of a share of Common Stock on the Expiration Date.


 


		(c)	Term of Offerings:



 


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


 


		(d)	Employee's Purchase Directions:



 


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


 


		(e)	Change-in-Control:



 


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


 


		(f)	Adjustments:



 


In the event that
the Committee shall determine that any stock dividend, stock split, reverse stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, offering to purchase Common Stock
at a price substantially below Fair Market Value, or other similar event affects the Common Stock such that an adjustment is required
in order to preserve or prevent an enlargement of the benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in its sole discretion, and in such manner as the Committee may deem equitable, adjust any or all of
(1) the number and kind of shares which thereafter may be made the subject of Offerings under the Plan, (2) the number and kind
of shares subject to outstanding Offerings and (3) the purchase price with respect to any of the foregoing and/or, if deemed appropriate,
make provision for a cash payment to a person who has outstanding Purchase Rights; provided, however, that the number of shares
subject to any such Purchase Rights shall always be a whole number.


 


		(g)	Assignability:



 


No rights hereunder
shall be assignable or transferable.


 


		(h)	Employee's Agreement:



 


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


 




     


     


    

otherwise written
on the certificates for shares purchased pursuant to the Plan or otherwise evidenced on the records with respect to shares purchased
pursuant to the Plan, including records relating to uncertificated shares.


 


		(i)	Rights as a Shareholder:



 


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


 


		(j)	Interest:



 


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


 


12. Term of Plan.
No grant of Purchase Rights shall be made after July 1, 2021.


 


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


 


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


 


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


 


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