NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

Exhibit 10.1

AETNA INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

SECTION 1.                                ESTABLISHMENT OF PLAN; PURPOSE.

The Plan is hereby established to permit Eligible Directors of the Company, in recognition of their contributions to the Company, to receive Shares in the manner described below.  The Plan is intended to enable the Company to attract, retain and motivate qualified Directors and to enhance the long-term mutuality of interest between Directors and stockholders of the Company.

SECTION 2.                                DEFINITIONS.

When used in this Plan, the following terms shall have the definitions set forth in this Section:

“ Accounts ” shall mean an Eligible Director’s Stock Unit Account and Interest Account, as described in Section 9.

“ Affiliate ” shall mean any corporation or other entity (other than the Company or one of its Subsidiaries) in which the Company directly or indirectly owns at least twenty percent (20%) of the combined voting power of all classes of stock of such entity or at least twenty percent (20%) of the ownership interests in such entity.

“ Board of Directors ” shall mean the Board of Directors of the Company.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

“ Committee ” shall mean the Nominating and Corporate Governance Committee of the Board of Directors or such other committee of the Board as the Board shall designate from time to time.

“ Company ” shall mean Aetna U.S. Healthcare Inc., a Pennsylvania corporation.  Following consummation of the transactions contemplated by the Merger Agreement, Aetna U.S. Healthcare Inc. will change its name to Aetna Inc.

“ Compensation ” shall mean the annual retainer fees earned by an Eligible Director for service as a Director, the annual retainer fee, if any, earned by an Eligible Director for service as a member of a committee of

the Board of Directors; and any fees earned by an Eligible Director for attendance at meetings of the Board of Directors and any of its committees.

“ Director ” shall mean any member of the Board of Directors, whether or not such member is an Eligible Director.

“ Disability ” shall mean an illness or injury that lasts at least six months, is expected to be permanent and renders a Director unable to carry out his/her duties.

“ Effective Date ” shall mean the date on which the transactions contemplated by the Merger Agreement are consummated.

“ Eligible Director ” shall mean a member of the Board of Directors who is not an employee of the Company.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Fair Market Value ” shall mean on any date, with respect to a Share, the closing price of a Share as reported by the Consolidated Tape of the 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.

“ Government Service ” shall mean the appointment or election of the Eligible Director to a position with the federal, state or local government or any political subdivision, agency or instrumentality thereof.

“ Grant ” shall mean a grant of Units under Section 5, Options under Section 7 and Other Stock Based Awards under Section 12.

“ Interest Account ” shall mean the bookkeeping account established to record the interests of an Eligible Director with respect to deferred Compensation that is not deemed invested in Units.

 “ Merger Agreement ” shall mean the Agreement and Plan of Restructuring and Merger among ING America Insurance Holdings, Inc., ANB Acquisition Corp., the Former Parent and for limited purposes only, ING Groep N.V., dated as of July 19, 2000.

“ Option ” shall mean the right granted under Section 7 to purchase the number of shares of Stock specified by the Board of Directors, at a price and for the term fixed by the Board of Directors in accordance with the Plan and subject to any other limitations and restrictions as this Plan and the Board of Directors shall impose, which such option is not intended to qualify as an “incentive stock option” under Section 422 of the Code.

“ Other Stock Based Awards ” means any right granted under Section 12.

“ Prior Plan ” shall mean the Aetna Inc. Non-Employee Director Deferred Stock and Deferred Compensation Plan.

“ Retirement ” shall mean (i) with respect to Units outstanding on January 26, 2007 and (ii) with respect to Units issued after January 26, 2007, termination of service as a Director on or after age 72.

“ Shares ” shall mean shares of Stock.

“ Stock ” shall mean the Common Shares, $.01 par value, of the Company.

“ Stock Unit Account ” shall mean, with respect to an Eligible Director who has elected to have deferred amounts deemed invested in Units, a bookkeeping account established to record such Eligible Director’s interest

under the Plan related to such Units.

“ Subsidiary ” shall mean 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.

“ Unit ” shall mean a contractual obligation of the Company to deliver a Share or pay cash based on the Fair Market Value of a Share to an Eligible Director or the beneficiary or estate of such Eligible Director as provided herein.

“ Year of Service as a Director ” shall mean a period of 12 months of service as a Director, measured from the effective date of a Unit.

SECTION 3.                                ADMINISTRATION.

The Plan shall be administered by the Board of Directors. The Board of Directors shall have the responsibility of construing and interpreting the Plan and of establishing and amending such rules and regulations as it deems necessary or desirable for the proper administration of the Plan. Any decision or action taken or to be taken by the Board of Directors, arising out of or in connection with the construction, administration, interpretation and effect of the Plan and of its rules and regulations, shall, to the maximum extent permitted by applicable law, be within its absolute discretion (except as otherwise specifically provided herein) and shall be conclusive and binding upon all Eligible Directors and any person claiming under or through any Eligible Director.

Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Board of Directors by the Plan, the Board of Directors shall have full power and authority to: (i) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Units and Options; (ii) determine the terms and conditions of any Option; (iii) interpret and administer the Plan and any instrument or agreement relating to, or Grant made under, the Plan; (iv) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (v) make any other determination and take any other action that the Board of Directors deems necessary or desirable for the administration of the Plan.

The Plan shall be administered such that awards under the Plan shall be deemed to be exempt under Rule 16b-3 of the Securities and Exchange Commission under the Exchange Act (“Rule 16b-3”), as such Rule is in effect on the Effective Date of the Plan and as it may be subsequently amended from time to time.

SECTION 4.                                SHARES AUTHORIZED FOR ISSUANCE.

4.1             Maximum Number of Shares.   The aggregate number of Shares with respect to which Grants may be awarded to Eligible Directors under the Plan shall not exceed 250,000 Shares, subject to adjustment as provided in Section 4.2 below, plus that number of Shares equal to the aggregate number of Shares credited to each Eligible Director’s Stock Unit Account as a result of transfers of stock units from the Prior Plan pursuant to Section 9.10.  If any Unit or Option is settled in cash or is forfeited without a distribution of Shares, the Shares otherwise subject to such Unit or Option shall again be available for Grants hereunder.  [As of March 11, 2005, the shares available for issuance under the Plan were adjusted  pursuant to Section 4.2 as a result of the Company’s 2005 2-for-1 stock split.  As of February 17, 2006, the shares available for issuance under the Plan were adjusted pursuant to Section 4.2 as a result of the Company’s 2006 2-for-1 stock split.]

4.2             Adjustment for Corporate Transactions.   In the event that any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Stock at a price substantially below Fair Market Value, or other similar event affects the Stock such that an adjustment is required to preserve, or to prevent enlargement of, the benefits or potential benefits made available under the Plan, then the Board of Directors shall adjust the number

and kind of shares which thereafter may be awarded under the Plan and the number of Units and Options and the exercise price thereof that have been, or may be, granted under the Plan.  Additionally, the Board of Directors may make provisions for a cash payment to an Eligible Director.

SECTION 5.                                UNIT GRANTS.

5.1             Unit Awards.   Each Eligible Director (other than any Eligible Director who has received an award under the Prior Plan) who is first elected or appointed to the Board of Directors

on or after the Effective Date of the Plan shall be awarded 6,000 Units on such date (or such other number of Units as the Board shall determine).  In addition, on the date of each Annual Meeting of Shareholders of the Company occurring after 2000 and during the term of the Plan an eligible Director serving as a Director on such date shall be awarded such number of Units as the Board   shall determine.

5.2             Delivery of Shares.   Subject to satisfaction of the applicable vesting requirements set forth in Section 6 and except as otherwise provided in Section 8, all Shares that are subject to any Units shall be delivered to an Eligible Director and transferred on the books of the Company on the date which is the first business day of the month immediately following the termination of such Eligible Director’s service as a Director.  Notwithstanding the foregoing, an Eligible Director may elect that all or a portion of his or her Units shall be payable in cash as soon as practicable following the first business day of the month immediately following the termination of such Eligible Director’s service as a Director.  Any fractional Shares to be delivered in respect of Units shall be settled in cash based upon the Fair Market Value on the date any whole Shares are transferred on the books of the Company to the Eligible Director or the Eligible Director’s beneficiary.  The amount of any cash payment shall be determined by multiplying the number of Units and the number of Units subject to a cash payment election by the Fair Market Value on the last business day preceding the payment date.  Upon the delivery of a Share (or cash with respect to a whole or fractional Share) pursuant to the Plan, the corresponding Unit (or fraction thereof) shall be canceled and be of no further force or effect.

5.3             Dividend Equivalents.   An Eligible Director shall have no rights as a shareholder of the Company with respect to any Units until Shares are delivered to the Director pursuant to this Section 5 hereof; provided that, each Eligible Director shall have the right to receive an amount equal to the dividend per Share for the applicable dividend payment date (which, in the case of any dividend distributable in property other than Shares, shall be the per Share value of such dividend, as determined by the Company for purposes of income tax reporting) times the number of Units held by such Eligible Director on the record date for the payment of such dividend (a “Dividend Equivalent”).  Each Eligible Director may elect, prior to any calendar year, whether the Dividend Equivalent is (i) payable in cash, on or as soon as practicable after each date on which dividends are paid to shareholders with respect to Shares; (ii) treated as reinvested in an additional number of Units determined by dividing (A) the cash amount of any such dividend by (B) the Fair Market Value on the related dividend payment date; or (iii) deferred and credited to the Eligible Director’s Interest Account pursuant to Section 9.4.

SECTION 6.                                UNIT VESTING.

6.1             Service Requirements.   Except as otherwise provided in this Section 6 or Section 8, an Eligible Director shall vest in his or her Units as provided in this Section 6.1.  If an Eligible Director terminates service prior to the completion of three Years of Service as a Director, the number of Shares to be delivered to such Eligible Director in respect of Units granted upon his or her election to the Board shall equal the amount obtained by multiplying 6,000 by a fraction, the numerator of which is the number of full months of service completed by such Director from the applicable date of Unit grant (counting any partial month of service as a full month) and the denominator of which is 36.  If an Eligible Director terminates service prior to the completion of

one Year of Service as a Director from the date of Unit grant with respect to any annual grant of Units made hereunder, the number of Shares to be delivered to such Eligible Director in respect of such Unit grant shall equal the amount obtained by multiplying the number of Units subject to such Unit grant by a fraction, the numerator of which is the number of full months of service completed by such Director from the applicable date of the Unit grant (counting any partial month of service as a full month) and the denominator of which is

12.  Notwithstanding the foregoing, and except as provided in Section 6.2, if the Eligible Director terminates service by reason of his/her death, Disability, Retirement, or acceptance of a position in Government Service prior to the completion of the period of service required to be performed to fully vest in any Unit grant, all Shares that are the subject of such Unit grant (or, if elected by the Eligible Director, the value thereof in cash) shall be delivered to such Eligible Director (or the Eligible Director’s beneficiary or estate).

6.2             Six Months’ Minimum Service.   If an Eligible Director has completed less than six consecutive months of service as a Director, all Units held by such Eligible Director shall be immediately forfeited.