AETNA INC. 2001 ANNUAL INCENTIVE PLAN (EFFECTIVE AS OF JANUARY 1, 2001)

“Aetna” means Aetna Inc., a Pennsylvania corporation.

“Board” means the Board of Directors of Aetna.

“Change in Control” means the happening of any of the following:

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 Aetna and any subsidiary thereof and any employee benefit plan sponsored or maintained by Aetna 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 Aetna representing 20 percent or more of the combined voting power of Aetna’s then outstanding securities;

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

The occurrence of a transaction requiring stockholder approval for the acquisition of Aetna by an entity other than Aetna or a Subsidiary through purchase of assets, or by merger, or otherwise.

“Committee” means the Committee on Compensation and Organization of the Board (or such other committee of the Board that the Board shall designate from time to time) or any subcommittee thereof consisting of two or more directors each of whom is an “outside director” within the meaning of Section 162 (m) and a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

“Common Stock” means the common stock, $.01 par value, of Aetna.

“Companies” means one or more of Aetna, any of Aetna’s affiliated companies, and any other entity as to which (i) Aetna or any of Aetna’s affiliated companies holds or is seeking to acquire an ownership interest, and (ii) has been included in the Plan by the Committee.

“Covered Employee” shall have the meaning set forth in Section 162(m).

“Deferral Period” means the period of time during which payment of any amount otherwise payable under the Plan is deferred (i) at the direction of the Committee pursuant to Section 6(b) or (ii) at the election of a Participant pursuant to Section 6(c).

“Disability” means the occurrence of an event that would entitle a Participant to the payment of disability income under a specific long-term disability income plan approved by the Companies and under which the Participant is enrolled, as such plan may be amended from time to time, or if such Participant is not enrolled in a specific plan, as defined in a plan covering similarly situated executive officers of Aetna.

“Fair Market Value” means on any date, with respect to a share of Common Stock, the closing price of a share of Common Stock as reported by the Consolidated Tape of New York Stock Exchange Listed Shares on such date, or, if no shares were traded on such Exchange on such date, on the next date on which the Common Stock is traded.

“Participant” means (i) each Covered Employee and (ii) each other executive officer of Aetna as defined in Rule 3b-7 of the Securities Exchange Act of 1934 whom Aetna designates as a participant under the Plan.

“Performance Period” means the calendar year or such other period as may be designated by the Committee.

“Plan” means the Aetna Inc. 2001 Annual Incentive Plan, as set forth herein and as may be amended from time to time.

“Retirement” means the retirement of a Participant from active service with the Companies at or after the age at which full pension benefits are provided under a specific retirement plan maintained or contributed to by any of the Companies and under which the Participant has an accrued benefit, as such plan may be amended from time to time, or if such Participant does not have an accrued benefit under any such plan, the age at which full pension benefits are provided under a retirement plan covering similarly situated executive officers of Aetna.

“Section 162(m)” means Section 162 (m) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

“Share” means a share of Common Stock.

“Stock Unit Account” means, with respect to any Participant who has elected to have deferred amounts deemed invested in Stock Units, a bookkeeping account established to record such Participant’s interest under the Plan related to such Stock Units.

“Subsidiary” means any entity of which the Company possesses directly or indirectly fifty percent (50%) or more of the total combined voting power of all classes of stock of such entity.