NON-EMPLOYEE DIRECTOR DEFERRED STOCK
AND DEFERRED COMPENSATION PLAN
SECTION 1. ESTABLISHMENT OF PLAN; PURPOSE.
The Plan is hereby established to permit Eligible Directors of the Company, in recognition of their contributions to
the Company, to receive Shares in the manner described below. The Plan is intended to enable the Company to
attract, retain and motivate qualified Directors and to enhance the long-term mutuality of interest between
Directors and stockholders of the Company.
SECTION 2. DEFINITIONS.
When used in this Plan, the following terms shall have the definitions set forth in this Section:
"Accounts" shall mean an Eligible Director's Stock Unit Account and Interest Account, as described in Section 8.
"Affiliate" shall mean an entity at least a majority of the total voting power of the then-outstanding voting securities
of which is held, directly or indirectly, by the Company and/or one or more other Affiliates.
"Board of Directors" shall mean the Board of Directors of the Company.
"Committee" shall mean the Nominating and Corporate Governance Committee of the Board of Directors or
such other committee of the Board as the Board shall designate from time to time.
"Company" shall mean Aetna Inc.
"Compensation" shall mean the annual retainer fees earned by an Eligible Director for service as a Director, the
annual retainer fee, if any, earned by an Eligible Director for service as a member of a committee of the Board of
Directors; and any fees earned by an Eligible Director for attendance at meetings of the Board of Directors and
any of its committees.
"Director" shall mean any member of the Board of Directors, whether or not such member is an Eligible Director.
"Disability" shall mean an illness or injury that lasts at least six months, is expected to be permanent and renders a
Director unable to carry out his/her duties.
"Effective Date" shall mean the date, if any, on which the Plan is approved by the shareholders of Aetna Life and