EX-10.15: AETNA INC. 2000 STOCK INCENTIVE PLAN INCENTIVE STOCK UNIT AGREEMENT

Effective Date

Social Security No.

Grantee

Number of Incentive Stock Units

RONALD A. WILLIAMS

75,000

Installment

Shares

Vesting Date

25,000

02/14/2007

25,000

02/14/2008

25,000

02/14/2009

(a)

“Change in Control” shall be as defined in the Employment Agreement.

(b)

“Cause” shall be as defined in the Employment Agreement.

(c)

“Code” means the Internal Revenue Code of 1986, as amended.

(d)

“Common Stock” means shares of the Company’s common stock, $0.01 par value per share.

(e)

“Effective Date” means the date of grant of this award of Incentive Stock Units as set forth above.

(f)

“Employment Agreement” means the Amended and Restated Employment Agreement between the Company and Grantee dated as of December 5, 2003, as amended January 27, 2006 and as further amended from time to time.

(g)

“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 preceding day on which the Common Stock was traded.

(h)

“Grantee” means the person named above to whom this award of Incentive Stock Units has been granted.

(i)

“Installment” means a portion of this award of Incentive Stock Units as set forth above.

(j)

“Qualifying Event” shall be as defined in the Employment Agreement.

(k)

“Restricted Period” means the period during which this award of Incentive Stock Units is not vested.

(l)

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

(m)

“Vesting Date” means the date any Installment shall vest in accordance with the terms of this Agreement.

(n)

“Section 162(m) of the Code” means the exception for performance-based compensation under Section 162(m) of the Code and any applicable Treasury regulations thereunder.

(o)

“Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable Treasury regulations thereunder.

(a)

The Incentive Stock Units will vest in Installments on the dates set forth above or on such earlier date(s) as provided in Article IV or under the terms of the Employment Agreement.

(b)

The Incentive Stock Units, to the extent vested, shall be paid to Grantee by distribution in whole shares of Common Stock, registered under a Registration Statement on Form S-8 (that is kept current) with the Securities and Exchange Commission, six months after Grantee’s termination of employment. The number of shares distributable shall be equal to the number of vested Incentive Stock Units on the distribution date. In addition, any cash representing fractional shares shall be paid on the same distribution date. The distribution of shares of Common Stock shall be delayed beyond the date six months after Grantee’s termination of employment to a date later in the same fiscal year, to the extent permissible under Section 409A of the Code without causing any additional tax on Executive under Section 409A of the Code, if the Company reasonably anticipates that the Company’s tax deduction with respect to such payment would be limited or eliminated by application of Section 162(