Restrictive Covenant Agreement - Aetna Inc. and Alan J. Weber


RESTRICTIVE COVENANT AGREEMENT


I, Alan J. Weber, an executive of Aetna Inc. and one or more of 
its subsidiaries and affiliates (collectively, the "Company"), in 
consideration for the compensation arrangements outlined in the 
employment offer letter dated June 11, 1998 from Richard L. Huber, 
and other good and sufficient consideration, and acknowledging 
the Company's reliance upon my commitments and obligations herein,
hereby agree as follows:


1.    I covenant and agree that so long as I am employed with the Company and
      for a period of one year after my resignation, the termination of my
      employment with the Company or my negotiated departure from employment
      with the Company, I shall not become associated, whether as a principal,
      partner, employee, consultant or shareholder (other than as a holder of
      not in excess of 1% of the outstanding voting shares of any publicly
      traded company), with any entity that is actively engaged in any
      geographic area in any business which is in substantial and direct
      competition with the business or businesses of the Company for which I
      provided substantial services or for which I had substantial
      responsibility within the previous 24 months, provided that nothing in
      this paragraph shall preclude me from performing services solely and
      exclusively for a division or subsidiary of such entity that is engaged in
      a non-competitive business.

2.    Notwithstanding the foregoing, in the event my employment is terminated by
      the Company under circumstances entitling me to either salary continuance
      or severance payments by the Company, Paragraph 1 shall not apply.

3.    I covenant and agree that during my employment and for a period of two
      years after my employment with the Company has been terminated for any
      reason, whether with or without cause and whether voluntarily or
      involuntarily, I shall not attempt, directly or indirectly, (i) to induce
      any employee, insurance agent, broker dealer, financial planner,
      registered principal or representative, health care provider, or other
      supplier of the Company, or any subsidiary or any affiliate thereof to be
      employed or perform services elsewhere; (ii) to induce any insurance agent
      or agency, broker-dealer, financial planner, registered principal or
      representative, health care provider, or other supplier of the Company, or
      any subsidiary or affiliate thereof to cease providing services to the
      Company, or any subsidiary or affiliate thereof; and (iii) to solicit, on
      behalf of any person or entity other than the Company or any of its
      subsidiaries or affiliates, the trade of any individual or entity which,
      at the time of the solicitation, is a customer of the Company, or any
      subsidiary or affiliate thereof, or which the Company, or any subsidiary
      or affiliate thereof is undertaking reasonable steps to procure as a
      customer at the time of or immediately preceding termination of
      employment; provided, however, that this


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      limitation in (iii) shall only apply to any product or service which is in
      competition with a product or service of the Company or any subsidiary or
      affiliate thereof.

4.    I acknowledge and agree that, during the course of my employment with the
      Company, I will learn and have access to the Company's trade secrets,
      confidential information, and proprietary materials which may include but
      is not limited to methods, procedures, computer programs, databases,
      customer lists and identities, provider lists and identities, employee
      lists and identities, processes, premium and other pricing information,
      research, payment rates, methodologies, contractual forms, and other
      information which is not publicly available generally and which has been
      developed or acquired by the Company with considerable effort and expense.
      I covenant and agree to hold all of the foregoing trade secrets,
      confidential information and proprietary materials in the strictest
      confidence and shall not disclose, divulge or reveal the same to any
      person or entity during the term of my employment with the Company or at
      any time thereafter.

5.    I understand that either I or the Company may terminate our employment
      relationship at any time, with or without cause. Upon such termination, I
      shall immediately return to the Company all Company property,
      documentation, trade secrets, confidential information and proprietary
      materials in my possession, custody or control, and shall return any
      copies thereof. After termination of my employment with the Company, I
      further agree to cooperate reasonably with all matters requested by the
      Company within the scope of my employment with 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 thereof to coordinate any such request with my other
      commitments and responsibilities to minimize the degree to which such
      request interferes with such commitments and responsibilities and agrees
      that it will reimburse me for reasonable travel expenses (i.e., travel,
      meals and lodging) that I may incur in providing assistance to the Company
      hereunder.

6.    The purpose of this Agreement, among other things, is to protect the
      Company from unfair or inappropriate competition and to protect its trade
      secrets and confidential information.

7.    I acknowledge that compliance with this agreement is necessary to protect
      the business and good will of the Company and that any actual or
      prospective breach will irreparably cause damage to the Company for which
      money damages may not be adequate. I therefore agree that if I breach or
      attempt to breach this Agreement, the Company shall be entitled to obtain
      temporary, preliminary and permanent equitable relief, without bond, to
      prevent irreparable harm or injury, and to money damages, together with
      any and all other remedies available under applicable law. I understand
      that I shall be liable to pay the Company's reasonable attorneys' fees and
      costs in any successful action to enforce this agreement. I further agree
      that a temporary restraining order and preliminary injunction can be
      obtained without personal service on me if I cannot be located at the last
      address I have provided to the Company. I acknowledge that in the event my
      employment with the Company terminates, I will still be able to earn a
      livelihood without violating this agreement.


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8.    This Agreement shall be construed in accordance with the laws of
      Connecticut.

9.    This Agreement constitutes the entire understanding and agreement between
      the parties with respect to the subject matter hereof, and no verbal or
      other statements, inducements or representations have been made or relied
      upon by any party. No modifications or change hereby shall be binding upon
      any party unless in writing executed by all parties.

10.   I acknowledge that the Company is relying upon my foregoing commitments
      and obligations in revealing trade secrets and confidential information to
      me and in making salary, bonus and/or any other payments to me.

IN WITNESS WHEREOF, the parties, intending to be legally bound, state that they
understand this agreement, enter into it freely, and have duly executed it
below.


Executed by:                                Accepted by:
EXECUTIVE                                   AETNA INC.



/s/ Alan J. Weber                           By  /s/ Richard L. Huber
-------------------------                       -----------------------------
Alan J. Weber

6/13/98                                               6/11/98
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(Date)                                                (Date)