This page is for your information. You will be required to complete an electronic version of this form on your start date. Aetna Employment Dispute Arbitration Program Acknowledgement

On behalf of Aetna and the Finance organization, I am pleased to offer you the position of Head of Business Segment Finance.

We look forward to having you start work on or before, April 1, 2011. Your base salary will be $500,000 per year, payable in accordance with the company's regular payroll practices (currently bi-weekly). Your salary will be reviewed periodically for a possible salary increase and the company may also from time to time review and adjust salaries to reflect appropriate compensation for each position.

You will be eligible for consideration for an award under the company's annual incentive program beginning with the 2011 performance year (payable in 2012) as long as the plan is in effect. Each year thereafter, while you are employed by the company, you will be eligible for consideration for additional awards under the annual incentive program while the plan remains in effect. Your full-year annual target bonus opportunity will be 80% of your base salary.

We will recommend to the Board of Directors' Committee of Compensation and Organization that you be granted Aetna Market Stock Units (MSUs) which we consider as having a total target value of $700,000. The number of MSUs that you will receive will be based on both a valuation factor and the closing price of Aetna common stock on the effective date of the grant, in accordance with Company grant practices. MSUs will cliff vest at the end of a twenty-two month period following the date of the grant. This grant will be subject to you agreeing to the terms of the award agreement and the plan.

We will also recommend to the Board of Directors' Committee on Compensation and Organization that you be granted performance stock units (PSUs) which we consider as having a total target value of $300,000. The number of PSUs that you will receive will be based on the closing price of Aetna common stock on the effective date of the grant, in accordance with Company grant practices. The number of PSUs that will vest, if any, at the end of the twenty-two month vesting period is dependent on Aetna performance relative to the established financial target. The PSU grant will be subject to you agreeing to the terms of the award agreement and the plan

Additional details are provided in the Term(s) of Award documents, which you will receive approximately two weeks after the grant effective date.

As a part of the Executive Tier of the Aetna Equity based Compensation program, we encourage you to achieve a certain level of ownership in Company stock to better align the interests of senior executives with Company shareholders. Specifically, we expect you to own shares of stock in the Company with a dollar value greater than or equal to 300% of your base salary. If at the time of vesting or exercise of an equity grant awarded in 2010 or later, an executive is not in compliance with his or her stock ownership requirement, the executive must retain 35% of the after tax shares received on vesting or exercise until 30 days past termination. Net shares held from vested RSUs, PSUs and MSUs, shares delivered upon exercise of a SAR and voluntarily deferred shares and/or net shares held are counted for purposes of determining whether an executive has satisfied the ownership expectation. There are also a variety of Company programs currently available to you to build this stock ownership position. Additional program details will be made available to you with your 2011 awards.

If your employment is involuntarily terminated under circumstances that would call for severance pay benefits and/or salary continuation benefits under the company's severance and salary continuation plan then in effect, you will receive payment for fifty-two (52) weeks of salary continuation in lieu of amounts payable under such severance and salary continuation benefits plan upon delivery of a release of any employment-related claims and covenants in form and substance satisfactory to the company.

You will be eligible to participate in our contributory health and welfare benefit plan. Coverage for medical, dental, life, disability, flexible spending accounts and accident benefits will become effective on the first of the month following the date you begin work (or re-commence work if you are being re-hired). If you begin work on the first of the month, your benefits will become effective immediately. Information on Aetna's total benefits package (various benefit programs and services and associated costs), can be accessed at www.Aetna.com/working (Benefits). Once you begin work, you can enroll for coverage through our intranet site.

For the purpose of Paid Time Off (PTO) accrual only, you will earn twenty-eight (28) PTO days as if you had ten (10) years of service. In your first partial calendar year of employment, your PTO accrual will be pro-rated, based on your hire date. PTO includes time out of the office for vacation, personal time, family illness, and incidental sick days.

Aetna will assist you by providing a one time net payment of $50,000 to cover your temporary commutation and living expenses for up to a twelve month period after which time you will be expected to permanently relocate from Poolesville, MD to the greater Hartford, Connecticut area.  You will be contacted directly by a Relocation Consultant from Cartus to initiate these services.  If you voluntarily elect to terminate your employment or are terminated from Aetna for any other reason other than job elimination (as defined in the Company's Job Elimination Benefits Plan) within the first 12 months of your hire or transfer date (first day of work in new location), you will be responsible to repay 100% of your relocation expenses paid by Aetna.   If you voluntarily elect to terminate your employment or are terminated from Aetna for any reason other than job elimination (as defined in the Company's Job Elimination Benefits Plan) between 12 and 18 months after your hire or transfer date (first day of work in new location), you will be responsible for repaying 50% of your relocation expenses paid by Aetna. 

Federal law requires that we verify the employment authorization of all new employees.  On your first day, you must bring appropriate documentation to verify both your identity and employment eligibility.  Please carefully review the enclosed materials that provide information about certain documents (List of Acceptable Documents) that you must bring to work on your first day in order to complete the I-9 form. In addition, the employee name which you have provided to us must match exactly to the name associated with your social security number and listed with the Social Security Administration (including middle name/initial) as well as the identity document which you provide when completing your I-9.  If it does not, we may not be able to hire you or your employment could be terminated at a later date.  Therefore, please follow up with the SSA to resolve any discrepancies prior to your scheduled first day of work.

In addition, Aetna participates in the federal E-Verify Program in all states, with the exception

of Illinois. Under the E-Verify Program, documents used to determine employment authorization are subject to verification by the Social Security Administration and Department of Homeland Security through their databases. Should we receive a non confirmation from the Department of Homeland Security and/or cannot determine the validity of the documents presented, we may terminate your employment.

You have disclosed the existence of a restrictive covenant that you executed in favor of your current employer.  This offer of employment, and your continued employment, is contingent on you securing a written release of those restrictions from your current employer such that you be able to fully perform the duties that Aetna contemplates your performing for this position.

Aetna expects you to treat confidential and proprietary information-both that belonging to Aetna and that belonging to other companies-appropriately. This includes not disclosing or using any confidential or proprietary information or trade secrets from prior employers. If you are not sure if this applies to you, you should seek legal advice. To protect the company's proprietary information, as a condition of your employment, you will be required to sign and return the attached Non-Solicitation, Confidentiality and Assignment Agreement.

This offer and your acceptance of that offer also are contingent upon your agreement to use the Company's mandatory/binding arbitration program rather than the courts to resolve employment-related legal disputes. In arbitration, an arbitrator instead of a judge or jury resolves the dispute, and the decision of the arbitrator is final and binding. The enclosed materials should answer any questions you have about Aetna's Employment Dispute Arbitration Program. With respect to claims subject to the arbitration requirement, arbitration replaces your right and the company's right to sue or participate in a lawsuit. You are advised to, and may take the opportunity to, obtain legal advice before final acceptance of the terms of this offer. You will be required to complete an electronic version of the enclosed Employment Dispute Arbitration Acknowledgement Form on your start date.

You should understand that this letter is not an employment contract. Aetna is an “at will” employer and makes no representation to you of continued employment. While the company hopes that its employment relationship with its employees will be mutually enjoyable and lasting, Employees may terminate their employment at any time, with or without cause, or notice and the company may do the same. Please note, this letter contains all of the terms of the company's offer to you. You may not rely on any verbal or other promise, inducement which is not in this letter.

Your New Employee Orientation will be delivered via Aetna's intranet on your start date. Our orientation web-site will provide you with information which allows you to sign-up for benefits, handle payroll administration functions, obtain your employee I.D. badge and parking hang tag (where applicable), etc. Look for the "Welcome to Aetna" e-mail that will start you on your orientation experience.

Once again, I am delighted to extend this offer to you and look forward to your acceptance. Please acknowledge your acceptance of this offer by signing the enclosed copy of this letter, the enclosed copy of the non-solicitation/confidentiality/assignment agreement, and returning within seven (7) days after receipt. If you have any questions, please do not hesitate to call me.