1999 Director Charitable Award Program - Aetna Inc.


                                                                           FINAL
                                                                    as of 3/2/99


                                   AETNA INC.

                     1999 DIRECTOR CHARITABLE AWARD PROGRAM

1.     PURPOSE OF THE PROGRAM

       The Aetna Inc. Director Charitable Award Program (the 'Program') allows
       each eligible Director ('Director') of Aetna Inc. (the 'Corporation') to
       recommend that the Corporation make a donation of $1,000,000 to the
       eligible tax-exempt organization(s) (the 'Donee(s)') selected by the
       Director, with the donation to be made, in the Director's name, in ten
       equal annual installments, with the first installment to be made
       following the Director's retirement. The purpose of the Program is to
       recognize the interest of the Corporation and its outside Directors in
       supporting worthy educational institutions and other charitable
       organizations.

2.     ELIGIBILITY

       All persons serving as outside Directors of the Corporation as of
       February 1, 1999, shall be eligible to participate in the Program. All
       outside Directors who join the Corporation's Board of Directors after
       that date shall be immediately eligible to participate in the Program
       upon election to the Board.

3.     RECOMMENDATION OF DONATION

       When a Director becomes eligible to participate in the Program, he or she
       may make a written recommendation to the Corporation, on a form approved
       by the Corporation for this purpose, designating the Donee(s) which he or
       she intends to be the recipient(s) of the corporate donation to be made
       on his or her behalf. A participating Director may revise or revoke any
       such recommendation by signing a new recommendation form and submitting
       it to the Corporation.

4.     AMOUNT AND TIMING OF DONATION

       Each eligible Director may choose one organization to receive a donation
       of $1,000,000, or up to five organizations to receive donations
       aggregating $1,000,000. Each recommended organization must be recommended
       to receive a donation of at least $100,000. The donation will be made by
       the Corporation in ten equal annual installments, with the first
       installment to be made shortly after the Director's termination of
       service as a Director on account of the Corporation's mandatory director
       retirement policy in effect on the date of such termination of service
       ('Retirement'). In the event of a Director's earlier termination of
       service, provided he or she has satisfied the vesting requirements, the
       first installment of the donation will be made when the Director
       otherwise would have reached his or her Retirement date. If a Director
       recommends more than one organization to receive a donation, each will
       receive a prorated portion of each annual installment. Each annual
       installment payment will be divided among the recommended organizations
       in the same proportions as the total donation amount has been allocated
       among the organizations by the Director.

5.     DONEES

       In order to be eligible to receive a donation, a recommended organization
       must initially, and at the time each donation installment is to be made,
       (a) qualify to receive tax-deductible donations by the Corporation under
       the Internal Revenue Code and (b) meet the then current criteria
       established by the Aetna Foundation, Inc. for its matching grant program;
       provided, however, that United Way, the Combined Health Appeal and any
       other organization conducting a workplace campaign at Aetna not eligible
       for the Aetna Foundation, Inc. matching grant program will be permitted
       Donees if otherwise eligible. Upon the request of the Corporation's Chief
       Executive Officer, or in the event Aetna Foundation, Inc. or a successor
       foundation is dormant or not in existence, a recommended organization
       must be reviewed and approved by the Nominating and Corporate Governance
       Committee. A recommendation will be approved unless it is determined that
       a donation to the organization would not be in the best interests of the
       Corporation. A Director's private foundation will not be an eligible
       Donee. If an organization recommended by a participating Director ceases
       to qualify as a Donee, and if the Director does not submit a form to
       change the recommendation, the amount recommended to be donated to the
       organization will instead be donated to the Director's remaining
       recommended qualified Donee(s) on a prorated basis. If none of the
       recommended organizations qualify, the donation will be made to the
       organization(s) selected by the Corporation.

6.     VESTING

       A participating Director will be vested in the Program: (a) when he or
       she completes five years of Board service as an outside Director, or (b)
       in the event he or she terminates service prior to the completion of five
       years of service as a Director, by reason of death or disability, or (c)
       if there is a Change of Control of the Corporation while he or she is
       actively serving on the Board. The term 'Change of Control' shall have
       the same meaning as is defined for that term in the Aetna Inc.
       Non-Employee Director Deferred Stock and Deferred Compensation Plan. For
       persons serving as outside Directors on February 1, 1999, Board service
       as an outside Director prior to that date will count as vesting service
       (including service on the Boards of Aetna Life and Casualty Company and
       U. S. Healthcare, Inc.). If a participating Director terminates Board
       service (other than due to death or disability) before becoming vested,
       no donation will be made on his or her behalf, provided, however, that in
       the event a participating Director terminates service prior to the
       completion of five years of service as a Director by reason of acceptance
       of a position in government service or any other reason, all years of
       service will be counted towards the vesting requirement in the event of
       such Director's return to the Board.

7.     FUNDING AND PROGRAM ASSETS

       The Corporation may fund the Program or it may choose not to fund the
       Program. If the Corporation elects to fund the Program in any manner,
       neither the participating Directors nor their recommended Donee(s) shall
       have any rights or interests in any assets of the Corporation identified
       for such purpose. Nothing contained in the Program shall create, or be
       deemed to create, a trust, actual or constructive, for the benefit of a
       Director or any Donee recommended by a Director to receive a donation, or
       shall give, or be deemed to give, any Director or recommended Donee any
       interest in any assets of the Program or the Corporation. If the
       Corporation elects to fund the


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       Program through life insurance policies, a participating Director must
       cooperate and fulfill the enrollment requirements necessary to obtain
       insurance on his or her life in order to be eligible to participate or
       continue to participate in the Program. In the event a Director has
       cooperated and fulfilled such requirements, but is considered to be
       uninsurable, such Director shall still be permitted to participate in the
       Program.

8.     AMENDMENT OR TERMINATION

       The Board of Directors of the Corporation may, at any time, without the
       consent of the Directors participating in the Program, amend, suspend, or
       terminate the Program. However, once a participating Director becomes
       vested in the Program, the Program may not be amended, suspended or
       terminated with respect to such Director by lengthening such Director's
       vesting period or by reducing the amount or timing of a donation to be
       made in the name of such Director without his or her consent, unless
       there has been an adverse change in laws or regulations affecting the
       Program (e.g., reduction or elimination of the tax deductibility of the
       donation by the Corporation).

9.     ADMINISTRATION

       The Program shall be administered by the Nominating and Corporate
       Governance Committee. The Committee shall have plenary authority in its
       discretion, but subject to the provisions of the Program, to prescribe,
       amend, and rescind rules, regulations and procedures relating to the
       Program. The determinations of the Committee on the foregoing matters
       shall be conclusive and binding on all interested parties.

10.    NON-ASSIGNMENT

       A Director's rights and interests under the Program may not be assigned
       or transferred.

11.    GOVERNING LAW

       The Program shall be construed and enforced according to the laws of the
       State of Connecticut, and all provisions thereof shall be administered
       according to the laws of said state.

12.    EFFECTIVE DATE

       The Program effective date is February 1, 1999. The recommendation of an
       eligible Director will not be effective until he or she completes the
       Program enrollment requirements.


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