AETNA INC. This certifies that ____________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of [ ], 2000 (the "RIGHTS AGREEMENT") between Aetna Inc., a Pennsylvania corporation (the "COMPANY"), and EquiServe Trust Company, N.A. (the "RIGHTS AGENT"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (Eastern time) on [ ], 2010 at the principal office of the Rights Agent or its successor as Rights Agent, one one-hundredth of a fully paid and nonassessable share of the Class A Voting Preferred Stock, par value $.01 per share (the "PREFERRED SHARES"), of the Company, at a purchase price of $139 per one one-hundredth of a Preferred Share (the "PURCHASE PRICE"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Right Certificate (and the number of Preferred Shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per one one-hundredth of a Preferred Share set forth above, are the number and Purchase Price as of [ ], 2000. No Right is exercisable at any time prior to the Distribution Date (as such term is defined in the Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent. Pursuant to the Rights Agreement, from and after the later of the Distribution Date and the first occurrence of a Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), (i) any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Affiliate or Associate of such Acquiring Person, or any transferee of any such Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of the...
AETNA INC. The undersigned hereby irrevocably elects to exercise ____________ Rights represented by this Right Certificate to purchase shares of Class B Voting Preferred Stock, Series A issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such securities be issued in the name of and delivered to: Please insert social security or other identifying number _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ Dated: ________________, ____ ________________________________ Signature Signature Guaranteed:
AETNA INC a Pennsylvania corporation (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to .............................................., or registered assigns, the principal sum of ................ ................... [Dollars] [if other than Dollars, substitute other currency or currency units] [if the Security is to bear
AETNA INC. By: ----------------------------------------- Name: Title: CIGNA HEALTH CORPORATION By: ----------------------------------------- Name: Title: HEALTH NET, INC. By: ----------------------------------------- Name: Title: OXFORD HEALTH PLANS, INC. By: ----------------------------------------- Name: Title: ANTHEM INSURANCE COMPANIES, INC. By: ----------------------------------------- Name: Title: PACIFICARE HEALTH SYSTEMS, INC. By: ----------------------------------------- Name: Title: WELLPOINT HEALTH NETWORKS INC. By: ----------------------------------------- Name: Title: NDCHEALTH CORPORATION By: ----------------------------------------- Name: Title: SCHEDULE 1 NAMES AND ADDRESSES OF STOCKHOLDER PARTIES ------------------------------------------------------------------------------- AETNA, INC. 151 Farmington Ave. Hartford, CT 06156 ANTHEM INSURANCE COMPANY, IXX. 000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx, XN 46204 CIGNA HEALTH CORPORATION 000 Xxxxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 HEALTH NET, INC. 20650 Oxxxxx Xxxxxx Xxxxxxxx Xxxxx, XX 00000 XXX HEALTH CORPORATION XXX Xxxxx Xxxxxxx, XX 00000 XXXXXX XXXXXX PLANS, INC. 48 Monroe Turxxxxx Xxxxxxxx, XX 00000 XACIFICARE HEALTH SYSTEMS, INX. 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 WELLPOINT HEALTH NETWORKS, INC. 0 Xxxxxxxxx Xxx Xxxxxxxx Xxxx, XX 91362
AETNA INC. By: ------------------------------ Name: [ ] Title: [ ] AETNA U.S. HEALTHCARE INC. By: ------------------------------ Name: [ ] Title: [ ]
AETNA INC. By ------------------------------- [Seal] Attest: ---------------------------- Name: Title:
AETNA INC. By ---------------------------------- Name: Title: [Seal] Attest: ------------------------------------ [Assistant] Corporate Secretary
AETNA INC. By: /s/ Eleaxx X. Xxxxxx --------------------------------------- Eleaxx X. Xxxxxx
AETNA INC. 151 Farmington Avenue Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President-- Finance and Treasurer The Fiscal Agent hereby agrees that, substantially simultaneously with its furnishing to the Company any notice or communication under the Fiscal Agency Agreement, as amended hereby, the Fiscal Agent shall furnish a copy thereof to the Guarantor. The Company hereby agrees that, substantially with its receiving or furnishing any notice or communication under the Fiscal Agency Agreement, as amended hereby, the Company will provide a copy thereof to the Guarantor.
AETNA INC. By: /s/ Elease E. Wright ---------------------------------------- Elease E. Wright Senior Vice Pxxxxxxxx Aetna Human Resources 281233 v.02 AMENDMENT NO. 11 (2001-2) TO THE AETNA INC. INCENTIVE SAVINGS PLAN
