2000 STOCK INCENTIVE PLAN
MARKET STOCK UNIT TERMS OF AWARD
Pursuant to its 2000 Stock Incentive Plan (the "Plan"), Aetna Inc. (the "Company") hereby grants Market Stock
Units on the terms and conditions hereinafter set forth. The number of Market Stock Units awarded is included in
the website of the designated broker, currently UBS Financial Services, Inc., and in the Notice of the Market Stock
Unit Grant Acknowledgement and Acceptance Form. All capitalized terms used herein which are not otherwise
defined herein shall have the meaning specified in the Plan.
(c) "Change in Control" means the happening of any of the following:
(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.
"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