result of two-for-one stock split
Amended on December 2, 2005
Restated on February 17, 2006
as a result of two-for-one
Amended on January 26, 2007
Corrected March 30, 2007
Amended December 5, 2008
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
SECTION 1. ESTABLISHMENT OF PLAN; PURPOSE.
The Plan is hereby established to permit Eligible Directors of the Company, in recognition of their
contributions to the Company, to receive Shares in the manner described below. The Plan is intended to enable the
Company to attract, retain and motivate qualified Directors and to enhance the long-term mutuality of interest
between Directors and stockholders of the Company.
SECTION 2. DEFINITIONS.
s Stock Unit Account and Interest Account, as described in
Board of Directors ” shall mean the Board of Directors of the Company.
“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
“ Committee ” shall mean the Nominating and Corporate Governance Committee of the Board of Directors
or such other committee of the Board as the Board shall designate from time to time.
“ Company shall mean Aetna U.S. Healthcare Inc., a Pennsylvania corporation. Following
consummation of the transactions contemplated by the Merger Agreement, Aetna U.S. Healthcare Inc. will change
its name to Aetna Inc.
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
“ Disability ” shall mean an illness or injury that lasts at least six months, is expected to be