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. Notwithstanding the foregoing, provided that the other provisions of the Program are satisfied, with regard to any Director currently serving as such on January 26, 2007, the first installment shall commence shortly after the Director reaches age 72 (or a later time if requested by the Director), regardless of whether the Director has terminated service as a Director at that time. 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.