Market Stock Unit Terms of Award – Aetna

(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)

“Board” means the Board of Directors of Aetna Inc.

(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 Market 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 Market Stock Units.

(n)

“Performance Period” means the two-year period following the Effective Date.

(o)

“Market Stock Units” means the number of units awarded that will convert to a
number of shares of Common Stock based on the operation of Article II of this
Agreement, or such other amount as may result by operation of Article III of
this Agreement.

(p)

“Plan” means the Aetna Inc. 2000 Stock Incentive Plan.

(q)

“Retirement” means the termination of employment of a Grantee from active
service with the Company, a Subsidiary or Affiliate provided the Grantee’s age
and completed years of service total 65 or more points at termination of
employment.

(r)

“Section 162(m)” means Section 162(m) of the Internal Revenue Code of 1986,
as amended, and the regulation issued thereunder, as may be amended from time to
time.

(s)

“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.

(t)

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

(u)

“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.

(v)

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

(w)

“Vest Date” means the date on which this award of Market Stock Units shall
vest in accordance with the terms of this Agreement and in the Notice of Market
Stock Unit Grant.

(x)

“Vest Date Fair Market Value” means the average closing price of the Common
Stock as reported by the Consolidated Tape of the New York Stock Exchange Listed
Shares for the 29 trading days prior to the Vest Date and the Vest Date, or, if
no shares were traded on such Vest Date, for the 30 trading days prior to the
Vest Date.

(a)

As consideration for this grant of Market 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
disclosure 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 12 months or 24 months for
executive tier employees (the executive tier status determined as of the
effective date of this grant) following Grantee’s termination of Employment,
directly or indirectly induce or attempt to induce any employee to be employed
or perform services elsewhere;

(iii)

Grantee will not, during and for a period of 12 months or 24 months for
executive tier employees (the executive tier status determined as of the
effective date of this grant) 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

(iv)

Grantee will not, during and for a period of 12 months or 24 months for
executive tier employees (the executive tier status determined as of the
effective date of this grant) 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:

(v)

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

(vi)

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.

(vii)

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.

To the extent any of the foregoing works may be patentable, Grantee agrees
that the Company may file and prosecute any application for patents for such
works and that the Grantee will, on request, execute assignments to the Company
relating to (and take all such further steps as may be reasonably necessary to
perfect the Company’s sole and exclusive ownership of) any such application and
any patents resulting therefrom.

(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 Market Stock Units is Grantee’s covenants set forth in Article VI
(a) and that the covenants and obligations of Grantee with respect to
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 Market 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 remedies in the preceding sentence 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)

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.

(iii)

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)

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.

(x)

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.

(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 Market 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 Market Stock Units.

(c)

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

(d)

The award, when vested, 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 when 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 Market 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 Market 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 Market Stock Units reinstated as follows: (i) if
such Grantee is re-employed during the Performance Period, all forfeited Market
Stock Units shall be reinstated; or (ii) if such Grantee is re-employed after
the Performance Period, a cash payment will be

made to the Grantee, minus applicable taxes, for the value of the forfeited
Market Stock Units on the Vest Date pursuant to procedures established by the
Company for this purpose.

(h)

It is the intention of the Company and Grantee that this Agreement not result
in unfavorable tax consequences to Grantee under Section 409A and the Agreement
shall be interpreted as to so comply. Notwithstanding anything to the contrary
herein, the Company and Grantee agree to the provisions set forth below in order
to comply with the requirements of Section 409A.

(i)

If Grantee is a “specified employee” (within the meaning of Section 409A)
with respect to the Company, any non-qualified deferred compensation otherwise
payable to or in respect of Grantee in connection with Grantee’s termination of
employment shall be delayed until the earliest date upon which such amounts may
be paid without being subject to taxation under Section 409A. Any amount, the
payment or benefit of which is delayed by application of the preceding sentence,
shall be paid as soon as possible following the expiration of such period.

(ii)

Unless deferred pursuant to this agreement, all payments shall be paid to
Grantee, to the extent earned, in no event later than the last day of the
“applicable 2 1/2 month period,” as such term is defined in Treasury Regulation
Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a
“short-term deferral” for purposes of Section 409A.

(iii)

The Company and Grantee agree to cooperate in good faith in an effort to
comply with Section 409A. Under no circumstances shall the Company be
responsible for any taxes, penalties, interest or other losses or expenses
incurred by the Grantee due to any failure to comply with Section 409A.

(i)

This Agreement is subject to the 2000 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.