2010 Stock Incentive Plan – Aetna Inc

(a)

“Affiliate” means 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.

(b) (c)

“Board” means the Board of Directors of Aetna Inc. “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 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 stockholder 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 Grantee, if Grantee 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.

(d)

“Committee” means the Board’s Committee on Compensation and Organization or
any successor thereto.

(e)

“Common Stock” means the Company’s Common Shares, $.01 par value per share.

(f)

“Company” means Aetna Inc.

(g)

“Effective Date” means the date of grant of this award of Restricted Stock
Units.

(h)

“Fair Market Value” means the closing price of the Common Stock as reported
by the Consolidated Tape of the New York Stock Exchange Listed Shares on the
date such value is to be determined, or, if no shares were traded on such date,
on the next day on which the Common Stock is traded.

(i)

“Fundamental Corporate Event” shall mean any stock dividend, extraordinary
cash dividend, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination, exchange of shares, warrants or rights offering
to purchase Common Stock at a price substantially below fair market value, or
similar event.

(j)

“Grantee” means the person to whom this award has been granted.

(k)

“Holding Company” means an entity that becomes a holding company for the
Company or its businesses as a 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, respectively, of the voting stock outstanding 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.

(l)

“Long Term Disability” means long-term disability as defined under the terms
of the Company’s applicable long-term disability plans or policies.

(m)

“Net Shares” means the number of shares of Common Stock which will be
deposited in a brokerage account in the Grantee’s name at the Company’s
designated broker after shares have been withheld to satisfy applicable tax and
withholding requirements upon vesting of the Restricted Stock Units.

(n)

“Plan” means the Aetna Inc. 2010 Stock Incentive Plan.

(o)

“Restricted Period” means the period during which this award of Restricted
Stock Units is not vested.

(p)

“Restricted Stock Units” means the number of shares of Common Stock
represented by the number of units awarded or such other amount as may result by
operation of Article III of this Agreement.

(q)

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as
amended, and the regulation issued thereunder, as may be amended from time to
time.

(r)

“Shares of Stock” or “Stock” means the Common Stock.

(s)

“Subsidiary” means an entity of which, at the time such subsidiary status is
to be determined, at least 50% of the total combined voting power of all classes
of stock of such entity is held by the Company and/or one or more other
subsidiaries.

(s)

“Successor” means the legal representative of the estate of a deceased
Grantee or the person or persons who shall acquire the right to the Restricted
Stock Units by bequest or inheritance or by reason of the death of the Grantee.

(t)

“Vest Date” means the date on which this award of Restricted Stock Units
shall vest in accordance with the terms of this Agreement and as set forth on
the website of the designated broker and in the Notice of Restricted Stock Unit
Grant, if applicable.

(a)

Except as provided in (f) below, if the Grantee shall die during the
Restricted Period, the unvested Restricted Stock Units shall become immediately
vested and Net Shares, if any, will be deposited with the Company’s designated
broker in a brokerage account established in Grantee’s name.

(b)

Except as provided in (f) below, if the Grantee shall begin to receive Long
Term Disability benefits during the Restricted Period, the unvested Restricted
Stock Units shall continue to vest and Net Shares, if any, will be deposited
with the Company’s designated broker in a brokerage account established in
Grantee’s name on the scheduled Vest Date(s) under Article II.

(c)

Except as provided in (f) below, if, during the restricted period, Grantee
shall cease to be employed by the Company, its Subsidiaries or Affiliates during
the Restricted Period, for reason of involuntary termination of employment by
the Company, a portion of the Restricted Stock Units shall vest in accordance
with the following formula: (i) the number of completed months employed after
the Effective Date divided by the number of full months in the restricted
period; multiplied by (ii) number of Restricted Stock Units, minus any vested
Restricted Stock Units. For purposes of this calculation, a month is complete on
the day in the following month that corresponds to the Effective Date (e.g.,
February 13 to March 13). Net shares, if any, will be deposited with the
Company’s designated broker in a brokerage account established in Grantee’s name
on the next scheduled Vest Date under Article II and applicable taxes and
withholding will be applied based on the Fair Market Value on that date.

(d)

Except as provided in (e) and (f) below, if the Grantee shall, for a reason
other than death, Long-Term Disability, or involuntary termination of employment
by the Company, cease to be employed by the Company, its Subsidiaries or
Affiliates during the Restricted Period, any unvested Restricted Stock Units
shall be forfeited at the time of cessation of employment.

(e)

Except as provided in (a) or (b) or (c) above, any Restricted Stock Unit not
vested as of the date Grantee terminates employment shall be forfeited at the
time of cessation of employment; provided, however, that if Grantee’s employment
is terminated by the Company other than for cause and Grantee has not
previously, or does not subsequently, vest to any portion of the Restricted
Stock Unit in accordance with its terms, then upon the forfeiture of the entire
Restricted Stock Unit, the Company will pay Grantee an amount equal to the value
of a single share of Common Stock, whether or not the forfeited Restricted Stock
Unit related to more than a single share of Common Stock, calculated as of the
cessation of employment, if requested by Grantee, within 30 days of such
cessation of employment.

(f)

No Restricted Stock Unit will vest after the Company has terminated the
employment of the Grantee for cause, unless the Committee, in its sole
discretion, deems a payment to be warranted under the particular circumstances.
In addition, the Restricted Stock Units will not vest if Grantee has willfully
engaged in gross misconduct or other serious impropriety which the Company
determines is likely to be damaging or detrimental to the Company, any
Subsidiary or Affiliate.

(g)

Employment for purposes of determining the vesting rights of the Grantee and
the expiration of the grant under this Article V shall mean continuous full-time
salaried employment with the Company, a Subsidiary or an Affiliate, except that
the period during which the Grantee is on vacation, sick leave, or other
pre-approved leave of absence (provided there is no actual termination of
employment), or in receipt of salary continuation or severance pay shall not
interrupt the continuous employment of the Grantee. Employment shall also
include service with Aetna Foundation, Inc.

(a)

As consideration for this grant of Restricted Stock Units, without prior
written consent of the Company:

(i)

Grantee will not (except to the extent required by an order of a court having
competent jurisdiction or under subpoena from an appropriate government agency)
use or disclose to any third person, whether during or subsequent to Grantee’s
employment, any trade secrets, confidential information and proprietary
materials, which may include, but are not limited to, the following categories
of information and materials: customer lists and identities; provider lists and
identities; employee lists and identities; product development and related
information; marketing plans and related information; sales plans and related
information; premium or other pricing information; operating policies and
manuals; research; payment rates; methodologies; procedures; contractual forms;
business plans; financial records; computer programs; database; or other
financial, commercial, business or technical information related to the Company
or any Subsidiary or Affiliate unless such information has been previously
disclosed to the public by the Company or has become public knowledge other than
by a breach of this Agreement; provided, however, that this limitation shall not

apply to any such use or disclosue made while Grantee is employed by the
Company, any Subsidiary or Affiliate if such disclosure occurred in connection
with the performance of Grantee’s job as an employee of the Company, any
Subsidiary or Affiliate;

(ii)

Grantee will not, during and for a period of twelve (12) months following
Grantee’s termination of employment, directly or indirectly, (a) engage in the
ownership (except less than 1% of the outstanding capital stock of any publicly
traded company) of, (b) become an employee of, or (c) act as a consultant or
contractor to, any competitor of the Company engaged in health care business
(“Competitor”). For purposes of this paragraph VI(a)(ii) “Competitor” shall mean
the four companies (and their respective subsidiaries and affiliates) on a list
provided by the Company to Grantee (the “Specified Entities”). The initial list
of Specified Entities shall be provided simultaneously with execution of this
Agreement. The Specified Entities may be changed by the Company from time to
time (but shall never be more than four) by delivering a new list to Grantee,
provided that any change in the list delivered to Grantee within 90 days prior
to or at any time after Grantee’s termination of employment with the Company
shall be null and void. Notwithstanding, if Grantee’s employment is terminated
by the Company, other than for cause, the length of the noncompetition covenant
in this paragraph shall not exceed the length of the severance or salary
continuation benefits paid by the Company to Grantee.

(iii)

Grantee will not, during and for a period of 24 months following Grantee’s
termination of Employment, directly or indirectly induce or attempt to induce
any employee to be employed by or to perform services elsewhere;

(iv)

Grantee will not, during and for a period of 24 months following Grantee’s
termination of Employment, directly or indirectly, induce or attempt to induce
any agent or agency, broker, supplier or health care provider of the Company or
any Subsidiary to cease or curtail providing services to the Company or any
Subsidiary; and

(v)

Grantee will not, during and for a period of 24 months following Grantee’s
termination of Employment, directly or indirectly solicit or attempt to solicit
the trade of any individual or entity which, at the time of such solicitation,
is a customer of the Company, any Subsidiary or Affiliate, or which the Company,
any Subsidiary or Affiliate is undertaking reasonable steps to procure as a
customer at the time of or immediately preceding termination of Employment;
provided, however, that this limitation shall only apply to any product or
service which is in competition with a product or service of the Company, any
Subsidiary or Affiliate and shall apply only with respect to a customer or
prospective customer with whom the Grantee has been directly or indirectly
involved.

In addition:

(vi)

Following the termination of Grantee’s Employment, Grantee shall provide
assistance to and shall cooperate with the Company or a Subsidiary or Affiliate,
upon its reasonable request and without additional compensation, with respect to
matters within the scope of Grantee’s duties and responsibilities during
Employment, provided that any reasonable out-of-pocket expenses Grantee incurs
in connection with any assistance Grantee has been requested to provide under
this provision for items including, but not limited to, transportation, meals,
lodging and telephone, shall be reimbursed by the Company. The Company agrees
and acknowledges that it shall, to the maximum extent possible under the then
prevailing circumstances, coordinate, or cause a Subsidiary or Affiliate to
coordinate, any such request with Grantee’s other commitments and
responsibilities to minimize the degree to which such request interferes with
such commitments and responsibilities; and

(vii)

Grantee shall promptly notify the Company’s General Counsel if Grantee is
contacted by a regulatory or self-regulatory agency with respect to matters
pertaining to the Company or by an attorney or other individual who informs the
Grantee that he/she has filed, intends to file, or is considering filing a claim
or complaint against the Company.

(viii)

Grantee acknowledges that all original works of authorship that are created
by Grantee (solely or jointly with others) within the scope of Grantee’s
employment which are protectable by copyright are “works made for hire” as that
term is defined in the United States Copyright Act (17 U.S.C., Section 101).
Grantee further acknowledges that while employed by the Company, Grantee may
develop ideas, inventions, discoveries, innovations, procedures, methods,
know-how or other works which relate to the Company’s current or are reasonably
expected to relate to the Company’s future business that may be patentable or
subject to trade secret protection. Grantee agrees that all such works of
authorship, ideas, inventions, discoveries, innovations, procedures, methods,
know-how and other works shall belong exclusively to the Company, and the
Grantee hereby assigns all right, title, and interest therein to the Company.

(b)

If any provision of Article VI (a) is determined by a court of competent
jurisdiction not to be enforceable in the manner set forth herein, the Company
and Grantee agree that it is the intention of the parties that such provision
should be enforceable to the maximum extent possible under applicable law and
that such court shall reform such provision to make it enforceable in accordance
with the intent of the parties.

(c)

Grantee acknowledges that a material part of the inducement for the Company
to grant the Restricted Stock Units is Grantee’s covenants set forth in Article
VI (a) and that the covenants and obligations of Grantee with respect to
noncompetition, nondisclosure, non-solicitation and cooperation relate to
special, unique and extraordinary matters and that a violation of any of the
terms of such covenants and obligations will cause the Company irreparable
injury for which adequate remedies are not available at law. Therefore, Grantee
agrees that, if Grantee shall breach any of those covenants or obligations,
Grantee shall not be entitled to vest in the Restricted Stock or be entitled to
retain any income therefrom and the Company shall be entitled to an injunction,
restraining order or such other equitable relief (without the requirement to
post bond) restraining Grantee from committing any violation of the covenants
and obligations contained in Article VI. The Company also shall be entitled to
recover any attorneys’ fees, costs, and expenses it incurs in connection with
any judicial proceeding arising out of Grantee’s breach of this Agreement. The
remedies in the preceding sentences are cumulative and are in addition to any
other rights and remedies the Company may have at law or in equity as a court or
arbitrator shall reasonably determine.

(d)

Employment Dispute Arbitration Program – Mandatory Binding Arbitration of
Employment Disputes.

(i)

Except as otherwise specified in this Agreement, the Grantee and the Company
agree that all employment-related legal disputes between them will be submitted
to and resolved by binding arbitration, and neither the Grantee nor the Company
will file or participate as an individual party or member of a class in a
lawsuit in any court against the other with respect to such matters. This shall
apply to claims brought on or after the date the Grantee accepts this Agreement,
even if the facts and circumstances relating to the claim occurred prior to that
date and regardless of whether the Grantee or the Company previously filed a
complaint/charge with a government agency concerning the claim.

(ii) (iii)

THE GRANTEE UNDERSTANDS THAT THE ARBITRATION PROVISIONS OF THIS AGREEMENT
AFFECT THE LEGAL RIGHTS OF THE GRANTEE AND THE COMPANY AND ACKNOWLEDGES THAT THE
GRANTEE HAS BEEN ADVISED TO, AND HAS BEEN GIVEN THE OPPORTUNITY TO, OBTAIN LEGAL
ADVICE BEFORE SIGNING THIS AGREEMENT. Article VI (d) of this Agreement does not
apply to workers’ compensation claims, unemployment compensation claims, and
claims under the Employee Retirement Income Security Act of 1974 (“ERISA”) for
employee benefits. A dispute as to whether Article VI

(d) of this Agreement applies must be submitted to the binding arbitration
process set forth in this Agreement.

(iv)

The Grantee and/or the Company may seek emergency or temporary injunctive
relief from a court (including with respect to claims arising out of Article VI
(a) in accordance with applicable law). However, except as provided in Article
VI (c) of this Agreement, after the court has issued a ruling concerning the
emergency or temporary injunctive relief, the Grantee and the Company shall be
required to submit the dispute to binding arbitration pursuant to this
Agreement.

(v)

Unless otherwise agreed, the arbitration will be administered by the American
Arbitration Association (the “AAA”) and will be conducted pursuant to the AAA’s
Employment Arbitration Rules and Mediation Procedures (the “Rules”), as modified
in this Agreement, in effect at the time the request for arbitration is filed.
The AAA’s Rules are available on the AAA’s website at www.adr.org. THE GRANTEE
ACKNOWLEDGES THAT THE COMPANY HAS ENCOURAGED THE GRANTEE TO READ THESE RULES
PROMPTLY AND CAREFULLY AND THAT THE GRANTEE HAS BEEN AFFORDED SUFFICIENT
OPPORTUNITY TO DO SO.

(vi)

If the Company initiates a request for arbitration, the Company will pay all
of the administrative fees and costs charged by the AAA, including the
arbitrator’s compensation and charges for hearing room rentals, etc. If the
Grantee initiates a request for arbitration or submits a counterclaim to the
Company’s request for arbitration, the Grantee shall be required to contribute
One Hundred Dollars ($100.00) to those administrative fees and costs, payable to
the AAA at the time the Grantee’s request for arbitration or counterclaim is
submitted. The Company may increase the contribution amount in the future
without amending this Agreement, but not to exceed the maximum permitted under
the AAA rules then in effect. In all cases, the Grantee and the Company shall be
responsible for payment of any fees assessed by the arbitrator as a result of
that party’s delay, request for postponement, failure to comply with the
arbitrator’s rulings and for other similar reasons.

(vii)

The Grantee and the Company may choose to be represented by legal counsel in
the arbitration process and shall be responsible for their own legal fees,
expenses and costs. However, the arbitrator shall have the same authority as a
court to order the Grantee or the Company to pay some or all of the other’s
legal fees, expenses and costs, in accordance with applicable law.

(viii)

Unless otherwise agreed, there shall be a single arbitrator, selected by the
Grantee and the Company from a list of qualified neutrals furnished by the AAA.
If the Grantee and the Company cannot agree on an arbitrator, one will be
selected by the AAA.

(ix) (x)

Unless otherwise agreed, the arbitration hearing will take place in the city
where the Grantee works or last worked for the Company. If the Grantee and the
Company disagree as to the proper locale, the AAA will decide. The Grantee and
the Company shall be entitled to conduct limited pre-hearing discovery. Each may
take the deposition of one person and anyone designated by the other as an
expert witness. The party taking the deposition shall be responsible for all
associated costs, such as the cost of a court reporter and the cost of an
original transcript. Each party also has the right

to submit one set of ten written questions (including subparts) to the other
party, which must be answered under oath, and to request and obtain all
documents on which the other party relies in support of its answers to the
written questions. Additional discovery may be permitted by the arbitrator upon
a showing that it is necessary for that party to have a fair opportunity to
present a claim or defense.

(xi)

The arbitrator shall apply the same substantive law that would apply if the
matter were heard by a court and shall have the authority to order the same
remedies (but no others) as would be available in a court proceeding. The time
limits for requesting arbitration or submitting a counterclaim and the
administrative prerequisites for filing an arbitration claim or counterclaim are
the same as they would be in a court proceeding. The arbitrator shall consider
and decide any dispositive motions (motions seeking a decision on some or all of
the claims or counterclaims without an arbitration hearing) filed by any party.

(xii)

All proceedings, including the arbitration hearing and decision, are private
and confidential, unless otherwise required by law. Arbitration decisions may
not be published or publicized without the consent of both the Grantee and the
Company.

(xiii)

Unless otherwise agreed, the arbitrator’s decision will be in writing with a
brief summary of the arbitrator’s opinion.

(xiv)

The arbitrator’s decision is final and binding on the Grantee and the
Company. After the arbitrator’s decision is issued, the Grantee or the Company
may obtain an order of judgment from a court and may obtain a court order
enforcing the decision. The arbitrator’s decision may be appealed to the courts
only under the limited circumstances provided by law.

(xv)

If the Grantee previously signed an agreement, including but not limited to
an employment agreement, containing arbitration provisions, those provisions are
superseded by the arbitration provisions of this Agreement.

(xvi)

If any provision of Article VI (d) is found to be void or otherwise
unenforceable, in whole or in part, this shall not affect the validity of the
remainder of Article VI (d) and the remainder of the Agreement. All other
provisions shall remain in full force and effect.

(e)

Except as provided in connection with mandatory binding arbitration of
employment disputes, Grantee hereby submits to the exclusive jurisdiction of the
courts of the State of Connecticut and the United States District Court for the
District of Connecticut with respect to any action relating to this Agreement,
and agrees that (i) the sole and exclusive appropriate venue for any suit or
proceeding relating to this Agreement shall be in such court, and (ii) hereby
waives any and all objections and defenses based on forum, venue or personal or
subject matter jurisdiction as they may relate to a suit or proceeding brought
before such court in accordance with the Agreement.

(a)

Nothing in this Agreement shall interfere with or limit in any way the right
of the Company or any Subsidiary or Affiliate to terminate the Grantee’s
employment at any time. Neither the execution and delivery hereof nor the
granting of the Award shall constitute or be evidence of any agreement or
understanding, express or implied, on the part of the Company or any of its
Subsidiaries to employ or continue the employment of the Grantee for any period.

(b)

Until the Restricted Stock Units have become vested, Grantee shall not have
any rights as a stockholder (including the right to payment of dividends) by
virtue of this grant of Restricted Stock Units.

(c)

During the Restricted Period, the Restricted Stock Units shall be
nontransferable and non-assignable except by will or the laws of descent and
distribution.

(d)

The award will be settled on a net basis. Prior to issuing any Common Shares,
the Company will withhold an amount sufficient to satisfy federal, state, local,
social security and Medicare withholding tax requirements relating to award. Any
social security calculation or other adjustments discovered after net share
payment will be settled in cash, not in Shares of Common Stock. Vesting will
result in taxable compensation reportable on the Grantee’s W-2 in year of
vesting.

(e)

The Company may from time to time adopt stock ownership requirements
applicable to Grantees who are senior managers of the Company. In connection
with and for the purpose of implementing those ownership requirements, the
Company may adopt certain restrictions on the ability of a Grantee to sell
shares issued under this Agreement which such ownership requirements have not
been satisfied. Any such restriction on sale will be communicated generally to
affected Grantees and the restriction may be modified by the Company from time
to time, at its discretion. Neither the Company nor its Board of Directors shall
have any obligation or liability to a Grantee in connection with any such
restriction

(f)

This Restricted Stock Unit is an unfunded obligation of the Company and
nothing in this Agreement shall be construed to create any claim against
particular assets or require the Company to segregate or otherwise set aside any
assets or create any fund to meet its obligations hereunder.

(g)

Anything herein to the contrary notwithstanding, a Grantee whose Restricted
Stock Units have been forfeited as a result of termination of employment due to
U.S. Military Service and who is later re-employed (in a full-time active
status) after discharge within the time period set in 38 U.S.C. Section 4312
will be eligible to have the forfeited Restricted Stock Units reinstated as
follows: (i) if such Grantee is re-employed during the Restricted Period, all
forfeited Restricted Stock Units shall be reinstated; or (ii) if such Grantee is
re-employed after the Restricted Period, a cash payment will be made to the
Grantee, minus applicable taxes, for the value of the forfeited Restricted Stock
Units on the Vest Date pursuant to procedures established by the Company for
this purpose.

(h)

If any provision of this Agreement would cause Grantee to incur any
additional tax or interest under Section 409A, the Company may reform such
provision (including an amendment retroactive to the Effective Date to the
extent permissible) to comply with Section 409A.

(i)

If the Company reasonably anticipates that the Company’s tax deduction with
respect to the payment upon vesting of the Restricted Stock Units would be
limited or eliminated by application of Section 162(m) of the Internal Revenue
Code, the Company may elect, in accordance with Section 409A, to delay the
payment of such Restricted Stock Units to the earliest date in which the Company
anticipates that its tax deduction for such payment will not be limited or
eliminated.

(j)

This Agreement is subject to the 2010 Stock Incentive Plan heretofore adopted
by the Company and approved by its shareholders. The terms and provisions of the
Plan (including any subsequent amendments thereto) are hereby incorporated
herein by reference. In the event of a conflict between any term or provision
contained herein and a term or provision of the Plan, the applicable terms and
provisions of the Plan will govern and prevail.

(k)

Voluntary Deferral. At such times and upon such terms and conditions as the
Company shall determine, in accordance with the terms of the Plan and Section
409A, the Company may permit eligible Grantees to elect to defer the
distribution of an Award otherwise payable to the Grantee under this Agreement
until termination of the Grantee’s Employment or such other date Company shall
permit.

(l)

This Agreement is made under and shall be governed by and construed in
accordance with the laws of the State of Connecticut, without giving effect to
its choice of law provisions.