(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

2007 Aetna Inc.

Notice of Annual Meeting and

Proxy Statement

To Our Shareholders:

Aetna Inc.’s 2007 Annual Meeting of Shareholders will be held on Friday, April 27, 2007, at 9:30 a.m. at the Gaylord Texan Resort & Convention Center, 1501 Gaylord Trail, Grapevine, Texas, and we hope you will attend.

This booklet includes the Notice of the Annual Meeting and Aetna’s 2007 Proxy Statement. The Proxy Statement provides information about Aetna in addition to describing the business we will conduct at the meeting.

At the meeting, in addition to specific agenda items, we will discuss generally the operations of Aetna. We welcome any questions you have concerning Aetna and will provide time during the meeting for questions from shareholders.

If you are unable to attend the Annual Meeting, it is still important that your shares be represented. Please vote your shares promptly.

Ronald A. Williams

Chairman, Chief Executive Officer

and President

March 19, 2007

Notice of Annual Meeting of Shareholders of Aetna Inc.

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of Aetna Inc. will be held at the Gaylord Texan Resort & Convention Center, 1501 Gaylord Trail, Grapevine, Texas, on Friday, April 27, 2007, at 9:30 a.m. for the following purposes:

The Board of Directors has fixed the close of business on February 23, 2007 as the record date for determination of the shareholders entitled to vote at the Annual Meeting or any adjournment thereof.

The Annual Meeting is open to all shareholders as of the close of business on the February 23, 2007 record date or their authorized representatives. Parking at the Gaylord Texan Resort & Convention Center will be available to all persons to whom the Annual Meeting is open. The Company will provide validated parking to all shareholders who are admitted to the Annual Meeting. See the reverse side of this page for directions to the Gaylord Texan Resort & Convention Center.

We ask that you signify your intention to attend the Annual Meeting by checking the appropriate box on your proxy card. In lieu of issuing an admission ticket, your name will be placed on a shareholder attendee list, and you will be asked to register and present government issued photo identification (e.g., a driver’s license or passport) before being admitted to the Annual Meeting. If you hold your shares through a broker, bank or other holder of record and plan to attend, you must send a written request to attend along with proof that you own the shares (such as a copy of your brokerage or bank account statement for the period including February 23, 2007) to Aetna’s Corporate Secretary at 151 Farmington Avenue, RE4K, Hartford, CT 06156. The Annual Meeting will be audiocast live on the Internet at www.aetna.com/investor.

It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares by one of the following methods: vote over the Internet or by telephone using the instructions on the enclosed proxy card (if these options are available to you), or mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope furnished for that purpose. If you attend the Annual Meeting, you may vote in person if you wish, even if you have previously voted.

This Proxy Statement and the Company’s 2006 Annual Report, Financial Report to Shareholders and 2006 Annual Report are available on Aetna’s Internet site at www.aetna.com/investor/proxy.htm and www.aetna.com/investor/annualrept.htm, respectively.

By order of the Board of Directors,

Christopher M. Todoroff

Vice President and Corporate Secretary

March 19, 2007

DIRECTIONS TO GAYLORD TEXAN RESORT AND CONVENTION CENTER

Table of Contents

AETNA INC.

151 FARMINGTON AVENUE, HARTFORD, CONNECTICUT 06156

MARCH 19, 2007

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON FRIDAY, APRIL 27, 2007

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND

THE ANNUAL MEETING

A: The Board of Directors (the “Board”) of Aetna Inc. (“Aetna”) is providing these proxy materials to you in connection with the solicitation by the Board of proxies to be voted at Aetna’s Annual Meeting of Shareholders that will take place on April 27, 2007, and any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement. These proxy materials and the enclosed proxy card are being mailed to shareholders on or about March 19, 2007.

A: This Proxy Statement provides you with information about Aetna’s governance structure, the nominating process, the proposals to be voted on at the Annual Meeting, the voting process, the compensation of Directors and our most highly paid executive officers, and certain other required information.

A: There are five items scheduled to be voted on at the Annual Meeting:

A: The Board recommends that you vote your shares FOR each of Aetna’s nominees to the Board, FOR the approval of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2007, FOR the approval of the amendment of Aetna’s Articles of Incorporation to provide for majority voting in uncontested Director elections, and AGAINST each of the shareholder proposals.

A: You may vote all Aetna Inc. Common Shares, par value $.01 per share (“Common Stock”), you owned as of the close of business on February 23, 2007, the RECORD DATE. These shares include those (1) held directly in your name as the SHAREHOLDER OF RECORD, including shares purchased through Aetna’s DirectSERVICE Investment Program, and (2) held for you as the BENEFICIAL OWNER through a stockbroker, bank or other nominee.

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A: Many Aetna shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially:

A: Whether you hold shares directly as the shareholder of record or beneficially in street name, you may vote before the Annual Meeting by granting a proxy to Barbara Hackman Franklin, Gerald Greenwald and Ellen M. Hancock or, for shares held in street name, by submitting voting instructions to your broker or other nominee. Most shareholders have a choice of voting by using the Internet, by calling a toll-free telephone number or by completing a proxy or voting instruction card and mailing it in the postage-paid envelope provided. Please refer to the summary instructions below, and please follow carefully the instructions included on your proxy card or, for shares held in street name, the voting instruction card provided by your broker or other nominee.

The Internet and telephone voting procedures are designed to authenticate shareholders and to allow shareholders to confirm that their instructions have been properly recorded. In order to provide shareholders of record with additional time to vote their shares while still permitting an orderly tabulation of votes, Internet and telephone voting for these shareholders will be available until 11:59 p.m. Eastern time on April 26, 2007.

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A: Participants in Aetna’s 401(k) Plan (the “401(k) Plan”) who receive this Proxy Statement in their capacity as participants in the 401(k) Plan will receive voting instruction cards in lieu of proxy cards. The voting instruction card directs the trustee of the 401(k) Plan how to vote the shares. Shares held in the 401(k) Plan may be voted by using the Internet, by calling a toll-free telephone number or by marking, signing and dating the voting instruction card and mailing it in the postage-paid envelope provided. Shares held in the 401(k) Plan for which no directions are received are voted by the trustee of the 401(k) Plan in the same percentage as the shares held in the 401(k) Plan for which directions are received.

A: You hold the Aetna Common Stock you acquired through Aetna’s Employee Stock Purchase Plan (the “ESPP”) as the beneficial owner of shares held in street name. You can vote these shares as described on page 2 under “HOW CAN I VOTE MY SHARES BEFORE THE ANNUAL MEETING?”

A: Yes. For shares you hold directly in your name, you may change your vote by (1) signing another proxy card with a later date and delivering it to us before the date of the Annual Meeting (or submitting revised votes over the Internet or by telephone before 11:59 p.m. Eastern time on April 26, 2007), or (2) attending the Annual Meeting in person and voting your shares at the Annual Meeting. The last-dated proxy card will be the only one that counts. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially, you may change your vote by submitting new voting instructions to your broker or other nominee in a manner that allows your broker or other nominee sufficient time to vote your shares.

A: Yes. You may vote your shares at the Annual Meeting if you attend in person. You may vote the shares you hold directly in your name by completing a ballot at the Annual Meeting. You may only vote the shares you hold in street name at the Annual Meeting if you bring to the Annual Meeting a proxy, executed in your favor, from the shareholder of record. You may not vote shares you hold through the 401(k) Plan at the Annual Meeting.

A: In the election of Directors, you may vote FOR all of the nominees or you may WITHHOLD your vote with respect to one or more of the nominees. For all other proposals, you may vote FOR, AGAINST or ABSTAIN. A WITHHOLD vote on the election of Directors will have no effect on the outcome of the election, but if more WITHHOLD than FOR votes are cast for a Director nominee, he or she will be required to submit his or her resignation for consideration by the Board of Directors. Please see “Director Elections — Majority Voting Standard” on page 8. A vote to ABSTAIN on the other proposals will not have the effect of a vote AGAINST. If you vote to ABSTAIN, your shares will be counted as present for purposes of determining whether a majority of outstanding shares are present to hold the Annual Meeting.

A: If you sign and date your proxy card with no further instructions, your shares will be voted (1) FOR the election of each of Aetna’s nominee Directors named on pages 16 through 21 of this Proxy Statement, (2) FOR the approval of KPMG LLP as the Company’s independent registered public accounting firm for 2007, (3) FOR the amendment of Aetna’s Articles of Incorporation to provide for majority voting in uncontested elections of Directors, and (4) AGAINST each of the shareholder proposals.

If you sign and date your broker voting instruction card with no further instructions, your shares will be voted as described on your broker voting instruction card.

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If you sign and date your 401(k) Plan voting instruction card with no further instructions, all shares you hold in the 401(k) Plan will be voted by the trustee of the 401(k) Plan in the same percentage as the shares held in the 401(k) Plan for which the trustee receives voting instructions.

A: Shares that you hold directly in your name will not be voted at the Annual Meeting. Shares that you beneficially own that are held in the name of a brokerage firm or other nominee may be voted in certain circumstances even if you do not provide the brokerage firm with voting instructions. Under New York Stock Exchange (“NYSE”) rules, brokerage firms have the authority to vote shares for which their customers do not provide voting instructions on certain routine matters. The election of Directors and the approval of KPMG LLP as the Company’s independent registered public accounting firm for 2007 are considered routine matters for which brokerage firms may vote uninstructed shares. The proposal to amend Aetna’s Articles of Incorporation and each of the shareholder proposals to be voted on at the Annual Meeting are not considered routine under the applicable rules, and therefore brokerage firms may not vote unvoted shares on any of those proposals. Any unvoted shares you hold through Aetna’s 401(k) Plan will be voted by the trustee of the 401(k) Plan in the same percentage as the shares held in the 401(k) Plan for which instructions are received.

A: It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.

A: The Annual Meeting is open to all shareholders as of the close of business on the February 23, 2007 RECORD DATE or their authorized representatives. We ask that you signify your intention to attend by checking the appropriate box on your proxy card. In lieu of issuing an admission ticket, your name will be placed on a shareholder attendee list, and you will be asked to register and present government issued photo identification (for example, a driver’s license or passport) before being admitted to the Annual Meeting. If your shares are held in street name and you plan to attend, you must send a written request to attend along with proof that you owned the shares as of the close of business on the RECORD DATE (such as a copy of your brokerage or bank account statement for the period including February 23, 2007) to Aetna’s Corporate Secretary at 151 Farmington Avenue, RE4K, Hartford, CT 06156.

A: Yes. You can listen to the live audio webcast of the Annual Meeting by logging on to Aetna’s Internet website at www.aetna.com/investor and then clicking on the link to the webcast.

A: We will publish the voting results of the Annual Meeting in a press release promptly after the votes are finalized and in our Quarterly Report on Form 10-Q for the period ended June 30, 2007.

A: Each share of Aetna’s Common Stock outstanding as of the close of business on February 23, 2007, the RECORD DATE, is entitled to one vote at the Annual Meeting. At the close of business on February 23, 2007, we had 517,052,372 shares of Common Stock outstanding.

A: A majority of the shares of Common Stock outstanding as of the close of business on February 23, 2007 must be present in person or by proxy for us to hold the Annual Meeting and transact business. This is referred to as a quorum. Both abstentions and broker nonvotes are counted as present for the purpose of determining the presence of a quorum. Generally, broker nonvotes occur when shares held by a broker for a

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beneficial owner are not voted with respect to a particular proposal because the proposal is not a routine matter, and the broker has not received voting instructions from the beneficial owner of the shares.

A: Under Pennsylvania corporation law and Aetna’s Articles of Incorporation and By-Laws, the approval of any corporate action taken at the shareholder meeting is based on votes cast. “Votes cast” means votes actually cast “for” or “against” a particular proposal, whether by proxy or in person. Withholds, abstentions and broker nonvotes are not considered “votes cast.” Directors are elected by a plurality of votes cast. However, as described in more detail on page 8 under “Director Elections — Majority Voting Standard,” Aetna’s Corporate Governance Guidelines require any Director nominee who receives more “withhold” than “for” votes to submit his or her resignation for consideration by the Nominating and Corporate Governance Committee and the Board. Shareholder approval of each of the other proposals to be considered at the Annual Meeting occurs if the votes cast in favor of the proposal exceed the votes cast against the proposal. If you are a beneficial owner and do not provide the shareholder of record with voting instructions, your shares may constitute broker nonvotes, as described under “HOW MANY SHARES MUST BE PRESENT TO HOLD THE ANNUAL MEETING?” beginning on page 4.

A: Aetna will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials, except that you will pay certain expenses for Internet access if you choose to access these proxy materials over the Internet. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our Directors, officers and employees, none of whom will receive any additional compensation for such solicitation activities. We also have hired Georgeson Inc. to assist us in the distribution of proxy materials and the solicitation of votes for a fee of $17,500 plus reasonable out-of-pocket expenses for these services. We also will reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to beneficial owners of Aetna Common Stock and obtaining their voting instructions.

A: Yes. Aetna offers shareholders of record the option of viewing future annual reports to shareholders and proxy statements via the Internet instead of receiving paper copies of these documents in the mail. The 2007 Aetna Inc. Notice of Annual Meeting and Proxy Statement and 2006 Aetna Annual Report, Financial Report to Shareholders and 2006 Aetna Annual Report are available on Aetna’s Internet website at www.aetna.com/investor/proxy.htm and www.aetna.com/investor/annualrept.htm, respectively. Under Pennsylvania law, Aetna may provide shareholders who give the Company their e-mail addresses with electronic notice of its shareholder meetings as described below.

If you are a shareholder of record, you can choose to receive annual reports to shareholders and proxy statements via the Internet and save Aetna the cost of producing and mailing these documents in the future by following the instructions under “HOW DO I ELECT THIS OPTION?” on page 6. If you hold your shares through a broker, bank or other holder of record, check the information provided by that entity for instructions on how to elect to view future notices of shareholder meetings, proxy statements and annual reports over the Internet.

If you are a shareholder of record and choose to receive future notices of shareholder meetings by e-mail and view future proxy statements and annual reports over the Internet, you must supply an e-mail address, and you will receive your notice of the meeting by e-mail when those materials are posted. That notice will include instructions and contain the Internet address of those materials.

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Many shareholders who hold their shares through a broker, bank or other holder of record and elect electronic access will receive an e-mail containing the Internet address to access Aetna’s notices of shareholder meetings, proxy statements and annual reports when those materials are posted.

A: If you are a shareholder of record and are interested in receiving future notices of shareholder meetings by e-mail and viewing future annual reports and proxy statements on the Internet, instead of receiving paper copies of these documents, you may elect this option when voting by using the Internet at www.investorvote.com and following the instructions. You will need to have your proxy card in hand when you access the website.

A: The 2006 Aetna Annual Report, Financial Report to Shareholders is being mailed to shareholders in advance of or together with this Proxy Statement. If you hold Aetna shares in your own name and you received more than one copy of the 2006 Aetna Annual Report, Financial Report to Shareholders at your address and you wish to reduce the number of reports you receive and save Aetna the cost of producing and mailing these reports, you should contact Aetna’s Transfer Agent at 1-800-446-2617 to discontinue the mailing of reports on the accounts you select. At least one account at your address must continue to receive an annual report, unless you elect to review future annual reports over the Internet. Mailing of dividend checks, dividend reinvestment statements, proxy materials and special notices will not be affected by your election to discontinue duplicate mailings of annual reports. Registered shareholders may resume the mailing of an annual report to an account by calling Aetna’s Transfer Agent at 1-800-446-2617. If you own shares through a broker, bank or other holder of record and received more than one 2006 Aetna Annual Report, Financial Report to Shareholders, please contact the holder of record to eliminate duplicate mailings.

“Householding” occurs when a single copy of our Annual Report and Proxy Statement is sent to any household at which two or more shareholders reside if they appear to be members of the same family. Although we do not “household” for registered shareholders, a number of brokerage firms have instituted householding for shares held in street name. This procedure reduces our printing and mailing costs and fees. Shareholders who participate in householding will continue to receive separate proxy cards, and householding will not affect the mailing of account statements or special notices in any way.

A: If for any unforeseen reason any of Aetna’s nominees is not available as a candidate for Director, the persons named as proxy holders on your proxy card may vote your shares for such other candidate or candidates as may be nominated by the Board, or the Board may reduce the number of Directors to be elected.

A: Other than the election of Directors and the other proposals described in this Proxy Statement, Aetna has not received proper notice of, and is not aware of, any matters to be presented for a vote at the Annual Meeting. If you grant a proxy using the enclosed proxy card, the persons named as proxies on the enclosed proxy card, or any of them, will have discretion to, and intend to, vote your shares according to their best judgment on any additional proposals or other matters properly presented for a vote at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place.

A: Yes. You may submit proposals for consideration at future annual meetings, including Director nominations.

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In order for a shareholder proposal to be raised from the floor during next year’s Annual Meeting, the shareholder’s written notice must be RECEIVED by Aetna’s Corporate Secretary at least 90 calendar days before the date of next year’s Annual Meeting and must contain the information required by Aetna’s By-Laws. Please note that the 90-day advance notice requirement relates only to matters a shareholder wishes to bring before the Annual Meeting from the floor. It does not apply to proposals that a shareholder wishes to have included in Aetna’s proxy statement; that procedure is explained in the paragraph above.

A: Yes. You may ask questions regarding each of the items to be voted on when those items are discussed at the Annual Meeting. Also, shareholders will have an opportunity to ask questions of general interest at the end of the Annual Meeting.

A: Votes are counted by employees of Aetna’s Transfer Agent and certified by the judge of election for the Annual Meeting who is an employee of the Transfer Agent. The judge will determine the number of shares outstanding and the voting power of each share, determine the shares represented at the Annual Meeting, determine the existence of a quorum, determine the validity of proxies and ballots, count all votes and determine the results of the actions taken at the Annual Meeting.

A: Yes. The vote of each shareholder is held in confidence from Aetna’s Directors, officers and employees except (a) as necessary to meet applicable legal requirements (including stock exchange listing requirements) and to assert or defend claims for or against Aetna and/or one or more of its consolidated subsidiaries, (b) as necessary to assist in resolving any dispute about the authenticity or accuracy of a proxy card, consent, ballot, authorization or vote, (c) if there is a contested proxy solicitation, (d) if a shareholder makes a written comment on a proxy card or other means of voting or otherwise communicates the shareholder’s vote to management or (e) as necessary to obtain a quorum.

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GOVERNANCE OF THE COMPANY

At Aetna, we believe sound corporate governance principles are good for our business, the industry, the competitive marketplace and for all of those who place their trust in us. We have embraced the principles behind the Sarbanes-Oxley Act of 2002, as well as the governance rules for companies listed on the NYSE. These principles are reflected in the structure and composition of our Board of Directors and in the charters of our Board Committees, and are reinforced through Aetna’s Code of Conduct, which applies to every employee and to our Directors.

Aetna’s Corporate Governance Guidelines

Aetna’s Corporate Governance Guidelines (the “Guidelines”) provide the framework for the governance of Aetna. The governance rules for companies listed on the NYSE and those contained in the Sarbanes-Oxley Act of 2002 are reflected in the Guidelines. The Guidelines address the role of the Board of Directors (including advising on key strategic, financial and business objectives); the composition and selection of Directors; the functioning of the Board (including its annual self-evaluation); the Committees of the Board; the compensation of Directors; and the conduct and ethics standards for Directors, including a prohibition against any nonmanagement Director having a direct or indirect material relationship with the Company except as authorized by the Board or our Nominating Committee, and a prohibition against Company loans to, or guarantees of obligations of, Directors and their family members. The Guidelines are available at www.aetna.com/governance and in print to shareholders free of charge by calling 1-800-237-4273.

The Board reviews the Company’s corporate governance practices annually. These reviews include a comparison of our current practices to those suggested by various groups or authorities active in corporate governance and to those of other public companies. Based on this review, in 2007, the Board determined, among other matters, to (a) provide for majority voting in uncontested elections of Directors in our Articles of Incorporation, subject to receiving the required shareholder vote at the 2007 Annual Meeting and (b) raise the retirement age for Directors.

Director Elections — Majority Voting Standard

The Guidelines already require any nominee for Director in an uncontested election who receives more “withhold” votes than “for” votes to promptly submit his or her resignation for consideration by the Nominating Committee. The Nominating Committee is then required to recommend to the Board the action to be taken with respect to the resignation, and the Board is required to act on the resignation, in each case within a reasonable period of time. Aetna will disclose promptly to the public each such resignation and decision by the Board. We are proposing an amendment to Aetna’s Articles of Incorporation to provide for majority voting in the election of Directors in the Articles, in addition to the existing Guidelines provisions. The discussion of this proposal begins on page 58.

Director Retirement Age

The Nominating Committee regularly assesses the appropriate size and composition of the Board and, among other matters, whether any vacancies on the Board are expected due to retirement or otherwise. In early 2007, the Nominating Committee and the Board, in the course of considering these issues, Director recruitment and related succession issues, determined to raise the Director retirement age from 72 to 75. The Nominating Committee and the Board believe that raising the retirement age is advantageous since it provides the Board increased flexibility to potentially obtain longer service from qualified Director candidates, including incumbent Directors. As has been the Nominating Committee’s practice, the Committee will continue to assess the characteristics and performance of each individual Director candidate as part of its nomination process, regardless of the candidate’s age.

Executive Sessions

Aetna’s nonmanagement Directors meet in regularly scheduled executive sessions at Aetna’s Board meetings, without management present. During 2006, the nonmanagement Directors, each of whom is independent, met five times to discuss certain Board policies, processes and practices, the performance and proposed

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performance-based compensation of the Chief Executive Officer, management succession and other matters relating to the Company and the functioning of the Board.

Presiding Director

Michael H. Jordan, an independent Director, has been the Presiding Director since February of 2004 and will continue as such until his retirement from the Board as of the Annual Meeting, as described below. At that time, Gerald Greenwald, another independent Director, will become the Presiding Director. Generally, the Presiding Director is responsible for coordinating the activities of the independent Directors. Among other things, the Presiding Director sets the agenda for and leads the nonmanagement and independent Director sessions held by the Board regularly, and briefs the Chairman and Chief Executive Officer on any issues arising from those sessions. The Presiding Director also acts as the principal liaison to the Chairman and Chief Executive Officer for the views of, and any concerns or issues raised by, the independent Directors, though all Directors continue to interact one-on-one with the Chairman and Chief Executive Officer, as needed and as appropriate. The Chairman and Chief Executive Officer consults with the Presiding Director for recommendations in setting the agenda for Board meetings and the Board meeting schedule. The Presiding Director also consults with the other Directors and advises the Chairman and Chief Executive Officer about the quality, quantity and timeliness of information provided to the Board and the Board’s decision-making processes.

Communications with the Board

To contact Aetna’s Chairman of the Board, who is also the Chief Executive Officer, you may write to Mr. Williams at Aetna Inc., 151 Farmington Avenue, Hartford, CT 06156. Communications sent to Mr. Williams will be delivered directly to him. Anyone wishing to make their concerns known to Aetna’s nonmanagement Directors or to send a communication to the entire Board may contact Mr. Jordan, who will serve as the Presiding Director until the Annual Meeting, or Mr. Greenwald, who will serve as the Presiding Director after the Annual Meeting, by writing to the Presiding Director at P.O. Box 370205, West Hartford, CT 06137-0205. All such communications will be kept confidential and forwarded directly to the Presiding Director or the Board, as applicable.

Director Independence

The Board has established guidelines (“Director Independence Standards” or “Standards”) to assist it in determining Director independence. In accordance with the Standards, the Board must determine that each independent Director has no material relationship with the Company other than as a Director and/or a shareholder of the Company. Consistent with the NYSE listing standards, the Standards specify the criteria by which the independence of our Directors will be determined, including guidelines for Directors and their immediate family members with respect to past employment or affiliation with the Company or its external auditor. A copy of the Standards is attached to this Proxy Statement as an Annex and also is available at www.aetna.com/governance and in print to shareholders free of charge by calling 1-800-237-4273.

Pursuant to the Standards, the Board undertook its annual review of Director independence in February of 2007. During this review, the Board considered transactions and relationships between each Director or any member of his or her immediate family (or any entity of which a Director or an immediate family member is an executive officer, general partner or significant equity holder) and the Company and its affiliates. The Board also considered whether there were any transactions or relationships between Directors or any member of their immediate family and members of the Company’s senior management or their affiliates. As provided in the Standards, the purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that a Director is independent.

As a result of this review, the Board affirmatively determined in its business judgment that each of Frank M. Clark, Betsy Z. Cohen, Molly J. Coye, M.D., Barbara Hackman Franklin, Jeffrey E. Garten, Earl G. Graves, Gerald Greenwald, Ellen M. Hancock, Michael H. Jordan, Edward J. Ludwig and Joseph P. Newhouse, each of whom (other than Michael H. Jordan) also is standing for election at the Annual Meeting, is independent as defined in the NYSE listing standards and under Aetna’s Director Independence Standards and that any relationship with the Company (either directly or as a partner, shareholder or executive officer of any

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organization that has a relationship with the Company) has been deemed to be immaterial under the independence test thresholds contained in the NYSE listing standards and under Aetna’s Director Independence Standards.

In determining that each of the nonmanagement Directors is independent, the Board considered that the Company in the ordinary course of business sells products and services to, and/or purchases products and services from, companies and other entities at which some of our Directors or their immediate family members are or have been officers and/or significant equity holders or have certain other relationships. Specifically, the Board considered the existence of the following transactions, all of which were made in the ordinary course of business and which the Board believes were in, or not inconsistent with, the best interest of the Company, and in each case were not material. The Company advertises in, and participates as a co-sponsor in marketing events hosted by, Black Enterprise magazine, of which Mr. Graves is the Publisher. Mr. Graves also is the Chairman of Earl G. Graves, Ltd., which publishes that magazine. The Company sells health insurance products and services to and receives medical product rebates from Becton, Dickinson and Company. Mr. Ludwig is the Chairman of the Board, President and Chief Executive Officer of Becton, Dickinson and Company. The Company also sells health insurance products to California Medical Innovations. Dr. Coye’s brother is an officer and owner of California Medical Innovations. The Company may purchase electric power and other utility services from Commonwealth Edison Company. The Company also sells health and other insurance products and services to Exelon Corporation. Mr. Clark is the Chairman and Chief Executive Officer of Commonwealth Edison Company, which is a subsidiary of Exelon Corporation. The Company purchases certain information technology services from Electronic Data Systems Corporation, and the Company sells health and other insurance products and services to Electronic Data Systems Corporation. Mr. Jordan is the Chairman and Chief Executive Officer of Electronic Data Systems Corporation. The Company also sells health and other insurance products and services to Electro-Motive Diesel, Inc., a portfolio company of Greenbriar Equity Group LLC. Mr. Greenwald is a founding principal of Greenbriar Equity Group LLC and serves as Non-Executive Chairman of Electro-Motive Diesel, Inc. The Company also sold dental insurance products to Jazz Semiconductor, Inc. in 2004 and 2005. Mrs. Hancock is President and Chief Operating Officer of Jazz Technologies, Inc., formerly Acquicor Technology Inc., which is the parent company of Jazz Semiconductor, Inc. Harvard University provides medical content for the Company’s InteliHealth website and has provided certain other services to the Company’s Active Health subsidiary. Dr. Newhouse is employed by Harvard University but is not involved in Harvard’s relationship with the Company. The Company also sells health and other insurance products and services to Yale University and may also pay tuition to Yale University in order for Company employees to participate in certain programs at Yale. Mr. Garten is employed by Yale University. In each of these cases, the aggregate amounts paid to or received from these companies or other entities in each of the last three years did not approach the 2% of total revenue threshold in the Standards (i.e., two percent of the other companies’ revenue) and/or was below $1 million. The Company may also hold an equity and/or debt position in companies with which our Directors are affiliated. The Board determined that none of these relationships was material or impaired the independence of any Director.

All members of the Audit Committee, the Committee on Compensation and Organization (the “Compensation Committee”) and the Nominating Committee are, in the business judgment of the Board, independent Directors as defined in the NYSE listing standards and in Aetna’s Director Independence Standards.

Related Party Transaction Policy

Under Aetna’s Code of Conduct, the Board or an independent Committee reviews any potential conflicts between the Company and any Director or executive officer. The Board has further strengthened this review process by adopting a Related Party Transaction Policy (the “Policy”) which applies to Directors, executive officers, significant shareholders and their immediate family members (each a “Related Person”). Under the Policy, all transactions involving the Company in which a Related Person has a direct or indirect material interest must be reviewed and approved (1) by the Board or the Nominating Committee if involving a Director, (2) by the Board or the Audit Committee if involving an executive officer, or (3) by the full Board if involving an applicable shareholder. The Board or relevant Committee considers relevant facts and circumstances, which may include, without limitation, the commercial reasonableness of the terms, the

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benefit to the Company, opportunity costs of alternate transactions, the materiality and character of the Related Person’s direct or indirect interest, and the actual or apparent conflict of interest of the Related Person. A transaction may be approved if it is determined, in the Board’s or relevant Committee’s reasonable business judgment, that the transaction is in, or not inconsistent with, the best interests of the Company and its shareholders, and considering the interests of other relevant constituents, where deemed appropriate. Determinations of materiality are made by the full Board or relevant Committee as applicable.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee consist of Michael H. Jordan (Chairman), Frank M. Clark, Betsy Z. Cohen, Barbara Hackman Franklin and Gerald Greenwald. None of the members of the Compensation Committee has ever been an officer or employee of the Company. There are no interlocking relationships with any of our executive officers or Compensation Committee members.

Meeting Attendance

The Board and its Committees meet throughout the year on a set schedule, and also hold special meetings from time to time, as appropriate. During 2006, the Board met eight times. The average attendance of Directors at all meetings during the year was 96%, and no Director attended less than 75% of the aggregate number of Board and Committee meetings that he or she was eligible to attend. It is the policy of the Board that all Directors should be present at Aetna’s Annual Meeting of Shareholders. All of the Directors then in office and standing for election attended Aetna’s 2006 Annual Meeting of Shareholders.

Aetna’s Code of Conduct

Aetna’s Code of Conduct applies to every employee and to our Directors, and is available at www.aetna.com/governance and as an exhibit to Aetna’s 2006 Annual Report on Form 10-K. The Code of Conduct is designed with the goal of ensuring that Aetna’s business is conducted in a consistently legal and ethical manner. The Code of Conduct includes policies on employee conduct, conflicts of interest and the protection of confidential information and requires strict adherence to all laws and regulations applicable to the conduct of our business. Aetna will disclose any amendments to the Code of Conduct, or waivers of the Code of Conduct relating to Aetna’s Directors, executive officers and principal financial and accounting officers or persons performing similar functions, on its website at www.aetna.com/governance within four business days following the date of any such amendment or waiver. To date, no waivers have been requested or granted. The Code of Conduct also is available in print to shareholders free of charge by calling 1-800-237-4273.

Board and Committee Membership; Committee Descriptions

Aetna’s Board oversees and guides the Company’s management and its business. Committees support the role of the Board on issues that are better addressed by a smaller, more focused subset of Directors.

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The following table presents, as of March 1, 2007, the key standing Committees of the Board, the membership of such Committees and the number of times each such Committee met in 2006. Board Committee Charters adopted by the Board for each of the six Committees listed below are available at www.aetna.com/governance and in print to shareholders free of charge by calling 1-800-237-4273.

Effective April 27, 2007, Mrs. Cohen will succeed Mr. Jordan as Chairman of the Compensation Committee, will become a member of the Executive Committee and will leave the Medical Affairs Committee; Mr. Garten will become a member of the Compensation Committee and will leave the Audit Committee; and Mr. Greenwald will become a member of the Executive Committee and will leave the Compensation Committee. As noted below, Mr. Jordan will retire from the Board immediately prior to the Annual Meeting.

The functions and responsibilities of the key standing Committees of Aetna’s Board are described below.

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Consideration of Director Nominees

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I.       Election of Directors

Aetna will nominate 11 individuals for election as Directors at the Annual Meeting (the “Nominees”). The terms of office for the Directors elected at this meeting will run until the next Annual Meeting and until their successors are duly elected and qualified. The Nominating Committee recommended the 11 Nominees for nomination by the full Board. Based on that recommendation, the Board nominated each of the Nominees for election at the Annual Meeting.

All Nominees are currently Directors of Aetna. The following pages list the names and ages of the Nominees as of the date of the Annual Meeting, the year each first became a Director of Aetna or one of its predecessors, the principal occupation, publicly traded company directorships and certain other directorships of each as of March 1, 2007, and a brief description of the business experience of each for at least the last five years.

Michael H. Jordan has notified the Company that he will not stand for re-election at the Annual Meeting and will retire from the Board at that time. Mr. Jordan has been a Director of Aetna or its predecessors since 1992 and will continue as a Director until his term ends immediately prior to the Annual Meeting. Effective upon Mr. Jordan’s departure from the Board, the size of the Board of Directors will be reduced by one to a total of 11.

The 11 individuals (or such lesser number if the Board has reduced the number of Directors to be elected at the Annual Meeting as described on page 6 under “WHAT IF A DIRECTOR NOMINEE IS UNWILLING OR UNABLE TO SERVE?”) receiving the greatest number of votes cast at the Annual Meeting will be elected Directors. However, as described in more detail on page 8 under “Director Elections — Majority Voting Standard,” Aetna’s Corporate Governance Guidelines require any nominee for Director in an uncontested election who receives more “withhold” votes than “for” votes to promptly submit his or her resignation for consideration by the Nominating Committee. The Nominating Committee and the Board are then required to act on the resignation, in each case within a reasonable period of time.

The Board recommends a vote FOR each of the 11 Nominees. If you complete the enclosed proxy card, unless you direct to the contrary on that card, the shares represented by that proxy card will be voted FOR the election of all 11 Nominees.

Nominees for Directorships

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17

18

19

20

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Director Compensation

The Nominating Committee reviews compensation for nonmanagement Directors annually and makes recommendations to the full Board of Directors for its approval. The Nominating Committee’s goal is to utilize the Company’s Director compensation program to attract and retain qualified Directors. The Committee believes this goal is supported through a competitive compensation program that provides remuneration for Directors’ contributions, including offering stock-based compensation in order to strengthen the Directors’ mutuality of interests with other shareholders. The elements of the Company’s Director compensation program are cash retainer fees, stock-based awards and certain benefits, and a Charitable Award Program, as more fully explained below. The Board has established Director Stock Ownership Guidelines under which each nonmanagement Director is required to own, within five years of joining the Board, shares of Aetna Common Stock or stock units having a dollar value equal to $400,000. As of February 23, 2007, all of Aetna’s nonmanagement Directors held Common Stock and stock units in excess of these guidelines, except Mr. Clark who joined the Board on June 29, 2006. The Code of Conduct prohibits Directors from engaging in hedging strategies using puts, calls or other types of derivative securities based upon the value of Aetna stock.

As part of its annual review of the level and components of Director compensation, the Nominating Committee and the Board consider, among other matters, competitive Director compensation practices, including practices at a comparative group of public companies, based on market comparison studies prepared for the Nominating Committee by an outside consultant. In considering Director target compensation levels, the estimated annual cost of the Charitable Award Program is taken into account, even though Directors derive no economic benefit from the program. The Board believes in supporting charitable institutions and believes that the Charitable Award Program helps to attract and retain qualified Directors in the increasingly competitive environment for talent.

Directors who are officers of Aetna receive no additional compensation for membership on the Board or any of its Committees. The Presiding Director receives no additional compensation for his or her service as the Presiding Director.

2006 Nonmanagement Director Compensation

For 2006, the Board set total target compensation for Aetna’s nonmanagement Directors at approximately $220,000. The level of target compensation was approximately equal to the median nonmanagement Director compensation for 2005 at a relevant comparative group of public companies. The comparative group consisted of twenty-four companies: eight of the healthcare companies included in the Morgan Stanley Healthcare Payor Index and sixteen general industry companies included in the Fortune 500 list. Cash retainer and per meeting fees for Board and Committee service in 2006 remained at 2005 levels, although the retainer for service as Chairman of both the Compensation Committee and the Nominating Committee was raised to $10,000, in recognition of the increased workload of those Committees given changes in applicable regulations on compensation and governance matters.

The following table sets forth for 2006 the total compensation of each of the Directors. Annual target compensation is the same for each Director. However, actual compensation for any Director, and amounts shown in the Director Summary Compensation Table, may vary from target levels and by Director due to: (a) initial stock awards given to Directors first joining the Board, which for accounting purposes are amortized over the first three years of service; (b) the time of year when the Director was first elected, if it is the first year of Board service; (c) whether a Director elected to defer a stock-based award into a stock unit account or interest account; and (d) whether a Director qualifies for accelerated vesting of stock-based awards due to retirement eligibility. Actual compensation may also vary from target levels or by Director due to the Committees on which a Director serves, the actual number of Committee meetings, and other factors. In addition, in accordance with SEC reporting regulations, amounts shown in the table below represent the estimated fair value of equity awards held by each Director that were required to be expensed during 2006 for accounting purposes, not full grant date values for 2006 stock awards. As a result, amounts shown regarding stock-based awards in the table below include portions of prior year awards, as well as a portion of

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the value of awards granted in 2006. For example, the amounts shown for option awards in the table below only relate to options granted in 2003, which were the only options granted to Directors that were required to be expensed in 2006. Stock options were last granted to Directors in 2004.

Because of the factors discussed above, there are a few Directors whose total compensation as listed in the Director Summary Compensation Table varies somewhat from that of other Directors: Mr. Clark’s total compensation is lower than others because he joined the Board in June of 2006; Dr. Coye’s total compensation is higher than others because she joined the Board in October of 2005 and her grant of initial stock awards made at that time, which are amortized over three years, is still being expensed and is therefore included in the Stock Award column of the Director Summary Compensation Table; and Mr. Graves’ total compensation is higher than others because he has reached retirement age eligibility for purposes of vesting under the Aetna Inc. Non-Employee Director Compensation Plan (the “Director Plan”). As a result, all stock awards made to Mr. Graves in 2006, although the same as those made to other Directors, were required to be expensed when granted.

Director Summary Compensation Table

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Additional Director Compensation Information

Director Deferrals

The amounts shown in the Fees Earned or Paid in Cash and Stock Awards columns include amounts that were deferred by Directors during 2006 under the Director Plan. Under the Director Plan, nonmanagement Directors may defer payment of some or all of their annual retainer fees, meeting fees and dividend equivalents paid on stock units to an unfunded stock unit account or unfunded interest account until after

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they have resigned or retired (as defined in the Director Plan) from the Board or elect to diversify their stock unit holdings as described below. During the period of deferral, amounts deferred to the stock unit account track the value of the Common Stock and earn dividend equivalents. During the period of deferral, amounts deferred to the interest account accrue interest pursuant to a formula equal to the rate of interest paid from time to time under the fixed interest rate fund option of the 401(k) Plan (5.0% per year for the period January to June 2007). Under the Director Plan, beginning at age 68 Directors are allowed to make an annual election to diversify up to 100% of their voluntarily deferred stock unit account (annual cash retainer and meeting fees) out of stock units and into an interest account. During 2006, two Directors made such a diversification election. Directors who make a diversification election remain subject to the Board’s Director Stock Ownership Guidelines.

Stock Unit and RSU Awards

Pursuant to the Director Plan, nonmanagement Directors, upon their initial election to the Board, receive a one-time grant of deferred stock units convertible upon retirement from Board service into 6,000 shares of Common Stock (“Initial Units”). Additionally, on the date of each Annual Meeting during the term of the Director Plan, each nonmanagement Director then in office is granted deferred stock units convertible upon retirement from Board service into shares of Common Stock (“Annual Units”). On April 28, 2006, each nonmanagement Director then in office was granted 1,309 Annual Units, which were valued at $50,397 as of the date of grant. Generally, to become fully vested in these units, a Director must complete, in the case of the Initial Units, three years of service and, in the case of the Annual Units, one year of service following the grant of the units. If service is sooner terminated by reason of death, disability, retirement or acceptance of a position in government service, a Director is entitled to receive the full grant if the Director has completed a minimum of six consecutive months of service as a Director since such grant.

A Director’s right with respect to unvested units also will vest upon a change-in-control of Aetna (as defined in the Director Plan). If a Director terminates Board service prior to completion of three years or one year of service, as applicable, from the grant date of any units that have not otherwise vested under the terms of the Director Plan, the Director will be entitled to receive a pro rata portion of the award. Although Directors receive dividend equivalents on the deferred stock units, they have no voting rights with respect to the units granted. The deferred stock units granted are not transferable.

Nonmanagement Directors were granted restricted stock units (“RSUs”) under the Director Plan during 2006. On February 10, 2006, Aetna granted each nonmanagement Director then in office 1,004 RSUs, which were valued at $50,406 as of the date of grant. The RSUs vest in three substantially equal annual installments beginning February 10, 2007, and are payable at vesting in shares of Common Stock. The RSUs granted to a nonmanagement Director will vest immediately if the Director ceases to be a Director because of death, disability, retirement or his or her acceptance of a position in government service. All RSUs granted to nonmanagement Directors also will vest immediately upon a change-in-control of Aetna (as defined in the Director Plan).

Director Charitable Award Program

As previously indicated, Aetna maintains the 1999 Director Charitable Award Program as part of its overall program of support for charitable institutions and in order to attract and retain qualified Directors in the increasingly competitive environment for talent. Only nonmanagement Directors are eligible to participate in the program. The program may be funded by life insurance on the lives of the participating Directors. Each of the nonmanagement Directors other than Mr. Clark, Dr. Coye and Mr. Ludwig is fully vested in the program. Mr. Clark, Dr. Coye and Mr. Ludwig and each new Director who participates in the program will be fully vested in the program upon completion of five years of service as a Director or upon death or disability. Mr. Ludwig will vest in the program in July of 2008, Dr. Coye will vest in the program in October of 2010 and Mr. Clark will vest in the program in June of 2011. Under the program, Aetna intends to make a charitable contribution of $1 million in ten equal annual installments allocated among up to five charitable organizations recommended by the Director. The first installment under the Charitable Award Program is

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made once each participating Director reaches a qualifying age. The qualifying age had been set equal to the Board’s mandatory retirement age. In connection with the raising of the retirement age from 72 to 75 in early 2007, the Board determined that installment contributions under the Program for Directors in office when the retirement age was raised will continue to begin at age 72, or at a later time if requested by the Director. This determination recognizes that certain charitable organizations had already been notified that they were recommended by a Director to receive a contribution following the Director’s anticipated retirement date, and the Company did not want the retirement age increase to adversely impact these organizations. For any new Directors, installments would begin after the Director reaches the retirement age of 75. Beneficiary organizations recommended by Directors must be, among other things, tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Donations Aetna ultimately makes are expected to be deductible from taxable income for purposes of U.S. federal and other income taxes payable by Aetna. Directors derive no personal financial or tax benefit from the program, since all insurance proceeds and charitable deductions accrue solely to Aetna.

The Charitable Award Program values in footnote 4 to the Director Summary Compensation Table on page 24 represent an estimate of the present value of the total annual economic net cost of the Program, pre-tax, for current and former Directors, allocated equally among the current Directors. The present value calculation considers estimates of (a) premiums paid on whole life insurance policies purchased with respect to certain of the Directors to fund part of the program; (b) the expected future charitable contributions to be paid by Aetna on behalf of current and former Directors; (c) expenses associated with administering the program; and (d) the expected future proceeds from such whole life insurance policies which are, in turn, based on expected mortality, as well as assumptions regarding future investment returns of the policies. The discount rate applied in such present value calculation is 4.75%, which represents the rate of interest paid from time to time under the fixed interest rate fund option of the 401(k) Plan for the period July to December 2006.

Other Benefits

Aetna provides $150,000 of group life insurance/accidental death and dismemberment/business travel insurance for its nonmanagement Directors. Optional medical, dental and long-term care coverage for nonmanagement Directors and their eligible dependents is available to Directors at a cost similar to that charged to Company employees and may be continued into retirement by eligible Directors. Aetna also reimburses nonmanagement Directors for the out-of-pocket expenses they incur that are attendant to Board membership, including travel expenses incurred in connection with attending Board, Committee and shareholder meetings and for other Company-business related expenses (including the travel expenses of spouses if they are specifically invited to attend the event). From time to time, Aetna also may transport Directors to and from Board meetings or Directors and their guests to and from other Company functions on Company aircraft.

2007 Nonmanagement Director Compensation

On January 26, 2007, the Board voted to approve the Director compensation package for nonmanagement Directors for 2007. The Board set the total value of target compensation for 2007 at approximately $257,000, consisting of stock-based compensation, cash and benefits, and the estimated cost of the Charitable Award Program. The 2007 target compensation level is also approximately equal to the median nonmanagement Director compensation for 2006 at a relevant comparative group of public companies (which was the same comparative group used in setting 2006 target compensation levels). The annual retainer has been increased to $50,000 and meeting fees have been eliminated for 2007. The Nominating Committee and the Board believe that the increase in compensation from the 2006 level is in line with competitive compensation practices, and that the elimination of separate meeting fees reflects best practices. In addition, for 2007, the retainer for the Chairman of both the Medical Affairs Committee and the Investment and Finance Committee has increased from $7,000 to $8,000. Committee member retainers remain at $4,000, but were increased to $7,500 for Audit Committee members and $5,000 for members of

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the Compensation Committee and Nominating Committee, in light of the demands of service on those Committees.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our Directors, our executive officers and certain other persons to file reports of holdings and transactions in Aetna Common Stock with the SEC. Based on our records and other information, we believe that during our fiscal year ended December 31, 2006, our Directors and executive officers timely met all applicable SEC filing requirements.

Security Ownership of Certain Beneficial Owners, Directors, Nominees and Executive Officers

The following table presents, as of December 31, 2006, the names of the only persons known to Aetna to be the beneficial owners of more than 5% of the outstanding shares of its Common Stock. The information set forth in the table below and in the related footnotes was furnished by the identified persons to the SEC.

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Beneficial Ownership Table

The following table presents, as of February 23, 2007, the beneficial ownership of, and other interests in, shares of Common Stock of each current Director, each Nominee, each executive officer named in the Summary Compensation Table on page 39, and Aetna’s Directors and executive officers as a group. The information set forth in the table below and in the related footnotes has been furnished by the respective persons.

Unless noted in the footnotes below, each person currently has sole voting and investment powers over the shares set forth in the Beneficial Ownership Table.

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Notes to Beneficial Ownership Table

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Compensation Discussion and Analysis

What are the objectives of the Company’s compensation program?

The Company believes that its compensation program must support Company strategy, be competitive, and provide both significant rewards for outstanding financial performance and clear financial consequences for underperformance. The Company also believes that a significant portion of an executive’s compensation should be “at risk” in the form of annual and long-term incentive awards that are paid, if at all, based on individual and Company performance and that it is important to link a significant portion of an executive officer’s compensation to the value of Aetna’s Common Stock to directly tie the interests of executives to increases in stock price and, as a result, the long-term interests of Aetna’s shareholders. The Company believes a successful program will attract, motivate and retain highly qualified executives.

2006 was a year of significant management change. Dr. Rowe retired in October, and Mr. Williams assumed the position of CEO in January and became Chairman in October. One important driver of compensation for 2006 was to ensure and reward a smooth management transition.

Providing shareholders with a high level of return on their investment is an important objective of the Company, the Board and the Compensation Committee. As a result, total return to shareholders factors prominently in the Compensation Committee’s thinking about the type (and amount) of compensation paid to executive officers. Under the leadership of Mr. Williams, Dr. Rowe and the other senior executives of the Company, in 2006 Aetna continued its financial success. Aetna has had 20 consecutive quarters of positive operating earnings through December 31, 2006. From January 1, 2004 through December 31, 2006,

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Aetna’s market capitalization has increased by $12.0 billion, and through December 31, 2006, it has increased by more than $17.2 billion since its low point in March 2001. In addition, over the last five years Aetna’s total return to shareholders has been 427%, an annualized return of 39.5%. These strong financial results for shareholders and Aetna’s re-emergence as a key competitor in the health care industry and national leader in consumer directed health care has resulted in a substantial increase in Aetna’s stock price since 2001. As a result of the increased share price, Aetna executives have experienced a significant growth in the value of their long-term equity compensation as it is represented by shares, share units or the right to acquire shares.

What are the elements of the Company’s executive compensation program?

The compensation program for executive officers for 2006 consisted of the following elements:

      Elements available to substantially all employees:

      • base salary;

      • performance-based annual bonus;

      • employee stock purchase plan; and

      • retirement and health and welfare benefits

      Elements available only to executive officers:

      • non-qualified deferred compensation plans; and

      • perquisites

In recent years, the elements of the Company’s compensation programs have shifted in emphasis. There has been a shift away from executive retirement benefits and other non-performance-based compensation, relying instead on performance-based annual bonus and long-term incentive awards (pay at risk). The most significant reduction in executive benefits is the elimination of the Company’s matching contribution in the Supplemental 401(k) Plan in 2005 and the elimination of future benefit accruals in the Supplemental Pension Plan beginning in 2007 (as described on page 47). An important concern for the Company is affordable health care for our more moderately paid employees. As a result, the Company has shifted to an increasingly graduated Company-provided subsidy for employee health benefits so that executives pay a higher contribution than more moderately paid employees. For 2006, the medical subsidy ranged from 100% for our most moderately paid employees to 39% in aggregate for our most highly compensated employees.

How are cash and equity compensation amounts determined?

The Company’s compensation program, in general, is designed to set target cash and equity compensation opportunity (considered as salary, performance-based annual bonus and long-term incentive awards) for the executive group at the median level of the cash and equity compensation paid to similarly positioned executives at companies in a comparison group selected for each executive officer position (the “Comparison Group”) at median performance. The program is designed to deliver above median compensation for above median performance and below median compensation for below median performance. Median is used as the benchmark for both performance and pay because it generally represents the level that an informed industry investor would expect based on year-to-year trends and a level of program expense that is consistent with competitors in the aggregate. The Comparison Group for each executive differs based on the executive’s position in order to benchmark pay decisions for a position against the publicly traded companies that are major competitors in the marketplace for talent at that position. For positions that are primarily health care related, the Comparison Group is made up of the Company’s primary health care competitors. These companies are Cigna Corporation, Coventry Healthcare, Inc., Humana Inc., UnitedHealth Group Incorporated and WellPoint, Inc. For other positions, the Comparison Group is made up of forty-seven general industry and financial services companies. Over 90% of the general industry and financial services

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companies are included in the Fortune 500. The pay information for each Comparison Group is developed using market pay survey data provided by the Compensation Committee’s outside compensation consultant and other compensation consultants hired by the Company. The analysis, which is conducted by the compensation consultants and the Company, includes a regression analysis (adjustment to market compensation data to account for company size and revenue) and a scenario analysis, which evaluates total compensation of an executive officer under various scenarios, including termination of employment. The compensation of executive officers also is compared across the executive officer group and with the compensation of other senior executives for internal pay relativity purposes. The Compensation Committee sometimes approves an above-median target compensation opportunity when individual performance or other circumstances warrant, including retention of a particular executive or recruitment at the time of hire.

In setting executive officer compensation, the Compensation Committee, with assistance from its outside compensation consultant, reviews tally sheets that affix a dollar amount to each component of executive compensation, including salary, bonus and long-term incentives, realized and unrealized gains on stock options, dollar value of perquisites, projected benefits under Aetna’s retirement plan and under potential severance and change-in-control scenarios. The Compensation Committee uses the tally sheets as a reference point in making compensation decisions and as a basis for comparing compensation program participation across the executive officer group.

Who is the Compensation Committee’s compensation consultant?

The Compensation Committee has engaged the firm of Frederic W. Cook & Co., Inc. to provide independent compensation consulting services to the Committee. The role of the compensation consultant is to ensure that the Compensation Committee has objective information needed to make informed decisions in the best interests of shareholders based on compensation trends and practices in public companies. During the past year, the firm of Frederic W. Cook & Co., Inc.: (i) worked with the Compensation Committee and management to develop agendas and materials for Compensation Committee meetings; (ii) analyzed new and amended employment agreements; (iii) provided market data and alternatives to consider for making compensation decisions for the chief executive officer and other executive officers; (iv) assisted in the redesign of the Company’s long-term compensation program; and (v) generally kept the Compensation Committee abreast of changes in the executive compensation environment. In 2006, a representative of the firm attended five of the six Committee meetings, including, when invited, executive sessions. In accordance with the policy formalized by the Committee in 2006, the Company may not engage the firm of Frederic W. Cook & Co., Inc. for any services other than in support of the Compensation Committee without the prior approval of the Chairman of the Compensation Committee.

How are base salaries for executive officers determined?

The Compensation Committee generally reviews base salaries for executive officers named in the proxy statement and other senior executives annually at the start of the year. Base salaries are used to attract and retain employees by providing a portion of compensation that is not considered “at risk.” In making salary determinations, the Compensation Committee considers the terms of any employment contract with the executive, the recommendations of the CEO (as to other executives), salary norms for persons in comparable positions in the executive’s Comparison Group, the executive’s experience and scope of responsibility, and a subjective assessment of the executive’s individual past and potential future contribution to Company results. Base salaries, as a percent of total compensation, differ based on the position and function. In general, executives with the highest level and amount of responsibility have the lowest percentage of their compensation fixed as salary and the highest percentage subject to performance-based standards (performance-based annual bonus and long-term incentives). In addition, executives with operations responsibility generally have more compensation “at risk” than staff executives.

How are annual performance-based bonuses determined?

The purpose of the annual bonus program is to align the interests of executive officers with Company shareholders by motivating executive officers to achieve superior annual financial and annual operational performance. Annual bonuses are paid in cash. All executive officers and managers are eligible to participate

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in the Annual Bonus Plan (“ABP”). In addition, the awards for the executive officers named in the Company’s proxy statement must also satisfy the objective and formulaic pay-for-performance requirements of the Annual Incentive Plan or “AIP”. There is only one annual bonus paid (if the executive meets the performance goals), but Company performance must satisfy the requirements of both plans in order for a bonus to be paid to each executive officer named in the proxy statement. The AIP serves as a limit or cap on the amount of the bonus that may be paid and is designed to ensure the Company meets the IRS requirements for deducting the expense of compensation over $1 million. The AIP was approved by Shareholders and is designed to comply with the requirements of 162(m) of the Internal Revenue Code (the “Code”).

The Compensation Committee, after consulting with the Board of Directors, establishes specific financial and operational goals at the beginning of each performance year, and annual bonus funding is linked directly to achievement of these annual goals. Following the completion of the performance year, the Compensation Committee assesses performance against the pre-established performance goals to determine bonus funding for the year. The ABP and AIP goals, described in more detail below, are directly aligned with the Company’s strategic and business plans approved by the Board. Achievement of the Company’s stretch financial operating plan approved by the Board is considered target financial performance under the ABP and is the highest weighted performance measure under that plan.

Annual Bonus Plan (ABP). For 2006, bonus pool funding under the ABP depended upon Aetna’s performance against the following measures (each weighted as noted):

These measures were selected because they represent key elements of the Company’s financial and strategic business plan approved by the Board.

Under the ABP, if 100% of the goals are met, in the aggregate, up to 100% of the target bonus pool is funded. If the goals are exceeded, in the aggregate, by a sufficient margin, up to a maximum of 200% of the bonus pool is funded. If performance falls short of a threshold level, no funding will occur unless the Compensation Committee, in its discretion, decides to approve minimal funding given the circumstances at the time.

For 2006, the Company reported operating earnings (excluding interest expense and amortization) of $1.8 billion, which significantly exceeded the targeted level of operating earnings, and the financial goals in the aggregate, were met at just below the superior level. The health cost management performance was generally below the target level. With respect to the growth goals, the Company performed below the target level even though organic medical membership growth exceeded that of its major competitors. Performance relative to the constituent focus goals was also below target. The Company believes it sets “stretch” goals in its financial and operating plans. As a result, despite the Company’s superior financial performance for 2006 and organic growth in medical membership, after applying the weightings noted above, the Compensation Committee set the 2006 ABP bonus pool funding at just below target performance (93% of target).

Annual Incentive Plan (AIP/162(m) qualified). With respect to executive officers named in the proxy statement, performance goals under the AIP must also be met prior to paying a bonus. Company performance against the AIP goals is used by the Committee to establish a limit on the amount of bonus that may be paid. The two goals established for 2006 under the AIP related to the achievement of specified levels of (i) Company net income and (ii) Company revenue. If 100% of either goal is met, the maximum award

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permitted under the AIP (currently $3 million) may be paid. If neither of these goals is met at the 100% level, the maximum bonus payable is proportionately reduced.

For 2006, the Company reported net income of $1,702 million and total revenues of $25,113.5 million (excluding net realized capital gains) which permitted the payment of a maximum bonus (up to $3,000,000). The actual bonus amounts paid to the executive officers named in this proxy statement were less than the maximum allowable amount. The Compensation Committee set the actual bonus amounts after a review of Company performance versus the ABP goals described above, a subjective evaluation of each executive officer’s individual performance, and consideration of the recommendations of the CEO (as to other executives). In determining the annual bonus of the CEO, the Committee consulted the non-management members of the Board of Directors.

For 2006, the target bonus opportunity as a percentage of base salary paid during the year, the 2006 bonus paid and the paid bonus as a percentage of the target for each executive officer named in this proxy statement were as follows:

How are long-term incentive awards (stock appreciation rights and restricted stock units) determined?

For 2006, the Compensation Committee modified the long-term incentive component of the compensation program to replace stock options and performance cash units with stock appreciation rights (“SARs”) and restricted stock units (“RSUs”). The decision to redesign the program took into account evolving practices at other major public corporations, as well as the Company’s objective of enhancing the linkage between employee compensation and the creation of shareholder value. The Compensation Committee believes that the cash-based performance units granted in the past, which vested based on internal performance measures over a shorter time horizon, served the Company well during its financial turn-around. However, now that the Company is well beyond its turn-around and working to achieve sustained profitable growth, the Compensation Committee believes that SARs and RSUs will provide a more direct and transparent link between executive compensation and the creation of shareholder value. In addition, the Compensation Committee believes that the changes in the program will reduce share utilization and, as a result, shareholder dilution from equity awards and, given financial success of the Company, aid in retention of senior executives.

The objective of the SAR and RSU awards is to advance the longer-term interests of the Company and its shareholders by directly aligning executive compensation with increases in Aetna’s stock price. These awards complement cash incentives tied to annual performance by providing incentives for executives to increase shareholder value over time. The amount of the long-term award (SARs and RSUs) is determined, in general, to set total target compensation opportunity at the median level of the compensation paid to similarly positioned executives at companies in the executive’s Comparison Group at median performance. To determine the value of the award, the value of the SAR component of an executive officer’s compensation opportunity is converted into a specific number of SARs by assigning each SAR an estimated realizable value using a modified Black-Scholes formula. This formula was selected because it is consistent with valuation method used to account for stock option expense in the Company’s financial statements. RSUs are valued based on the closing price of the Company’s Common Stock on the date of grant. The theoretical value of the long-term incentive awards to participants is delivered 70% in SARs and 30% in RSUs. Generally, for equity grants made in 2006, SARs vest pro-rata over a three year period and RSUs vest on the third anniversary of the grant date, in order to aid in retention of executives. The awards are settled in stock net of applicable taxes in order to reduce shareholder dilution resulting from the awards. Generally, RSUs do not pay dividend equivalents. The Company believes that this mix of long-term incentives, which is more heavily weighted to

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deliver compensation only when shareholder value is created, provides a balance between attraction, retention and motivation of executives and the creation of shareholder value.

It is anticipated that SARs and RSUs will be granted annually. As was the case with annual stock option awards granted in prior years, the effective date of the grant is the close of business on the second stock market trading day after the Company’s annual earnings are announced. The Compensation Committee has selected this timing so that the award value reflects the current market value of the Company’s Common Stock, incorporating the Company’s most recent earnings information.

The Committee also makes grants during the year primarily in connection with hiring and promotions. Under current policy (adopted late in 2006) these grants are effective either on the 10th day of the month following the hiring/promotion date or the date of the hiring/promotion. The strike price of SARs is not less than the closing price of the Common Stock on the date of grant. The Company does not backdate its equity grants.

In making compensation decisions for 2006, the Compensation Committee did not consider prior equity grants or amounts realized on the exercise of prior equity grants in determining the number of SARs or RSUs to be granted. The Company’s philosophy is to pay an annualized market value for the position, sized according to the performance level of the individual in the position. The Committee does take into account prior wealth accumulation of executives in deciding the design, timing and sizing of the long-term program. For example, there was no annual grant of performance units in 2003, after two years of above target payouts related to the Company’s performance in its turnaround. In 2004, grants resumed in the form of performance cash units, with a two year performance and vesting period (maximum vesting was 260% of the target award). In 2006, the Committee decided to replace performance units with RSUs (which have a maximum vesting of 100%) and lengthen the vesting period to three years. The 2007 RSU grant will vest pro-rata over three years in order to emphasize the year-over-year creation of shareholder value.

What was the basis for the 2006 Performance Cash Unit Payout?

In 2005, the Compensation Committee granted performance-based cash units to senior Company employees, including the executive officers named in this proxy statement. Each unit represented $100 at target performance. Under the award agreements, the units would vest and become payable in cash if the Company met the specified performance goals set for the two-year performance period 2005-2006. The performance goals for the 2005-2006 award were based on Company performance against two internal financial measures (earnings per share growth (67%) and return on capital (33%)). Performance against the internal measures could be modified upwards or downwards by up to 30% based on the Company’s total shareholder return versus its health care competitors. In January 2007, the Compensation Committee determined that the Company had met the specified internal financial measures at above the maximum level (200%). However, the Company’s total shareholder return over the performance period resulted in a downward adjustment of 10% based on the total return to shareholders modifier. As a result, the units vested at a level of 180%. For the reasons described above, the Compensation Committee has not made additional performance unit grants and has ended the performance unit program.

What are the pension and health and welfare benefits offered by the Company?

To attract and retain employees at all levels, the Company offers a subsidized health and welfare benefits program which includes medical, dental, life, accident, disability, vacation and severance benefits. The Company subsidy for employee health benefits is graduated so that executives pay a higher contribution than more moderately paid employees. In addition, the Company offers a tax qualified 401(k) plan and a defined benefit pension plan (described on pages 48 and 47, respectively). These benefits are available to substantially all of the Company’s employees, including the executive officers named in this proxy statement. The Company also offers a nonqualified supplemental 401(k) plan and supplemental defined benefit pension plan to provide benefits above Code benefit limits (described on pages 48 and 47, respectively). The supplemental pension benefit plan also pays certain other benefits not otherwise payable under the tax qualified plan. These other benefits include situations where additional pension benefits are provided to an executive beyond those otherwise earned under the plan’s benefit formula. In some instances, special pension

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arrangements have been made in order to attract and/or retain key executives. Dr. Rowe and Messrs. Williams and Bennett are the only executive officers named in this proxy statement with contractual arrangements for an enhanced pension benefit. Details of their enhanced pension arrangements are included in the pension benefits table and related narrative beginning on page 46.

The Company has reduced the value of health and retirement benefits for executives in recent years to reduce expenses and emphasize equity-based compensation aligned with shareholders. In the last few years, the health insurance subsidy to executives has purposefully been reduced to offset the cost of providing affordable plans for more moderately paid employees. In 2005, the Company eliminated matching contributions under the supplemental 401(k) plan. As of January 2007, employees eligible for the defined benefit final average pay pension plan benefit formula, which included a subsidy for early retirement at age 50 with 15 years service, will no longer receive future pension benefits under this benefit formula. The new pension plan benefit formula that will be implemented in 2007 is greatly reduced in comparison to the former final average pay benefit formula. Under the new benefit formula, the maximum Company contribution is 4% of eligible pay (capped annually at the Code limit, $225,000 in 2007). The supplemental defined benefit pension plan will no longer be used to accrue future pension benefits above the Code limit. (Interest will continue to accrue on outstanding supplemental pension cash balance accruals, and the supplemental pension plan may continue to be used to credit benefits for special pension agreements.)

What is the Employee Stock Purchase Plan?

The tax-qualified employee stock purchase plan is generally available to all employees including the executive officers named in this proxy statement. This program allows employees to buy Aetna stock at a 5% discount to the market price on the purchase date. Under applicable Code limits, participants may not purchase more than $25,000 in market value of Aetna stock per year. The Company offers this program because the Company believes it is important for all employees to focus on increasing the value of Aetna stock and to have an opportunity to share in the Company’s success. Mr. Williams participated in this program in 2006. Prior to 2006, this program included a more generous discount for employees. The discount was reduced in 2006 because of a change in accounting requirements that, without the change to the discount, would have increased the Company’s expense for the program.

Does the Company provide perquisites to its executives?

As can be seen from the table on page 41, the Company provides limited perquisites to executive officers. Dr. Rowe’s perquisite amount is higher due primarily to his personal use of Company aircraft for travel between the Company’s headquarters and his residence. Dr. Rowe’s employment agreement with the Company permitted him to use Company aircraft for this purpose. Dr. Rowe’s post-employment consulting agreement does not have this provision.

How has Aetna responded to IRS limits on deductibility of compensation?

Section 162(m) of the Code limits the tax deductibility of compensation in excess of $1 million paid to certain executive officers, unless the payments are made under plans that satisfy the technical requirements of the Code. The Committee believes that pay over $1 million is, in some circumstances, necessary to attract and retain executives in a competitive marketplace. SARs granted under the Aetna Inc. 2000 Stock Incentive Plan (“2000 Stock Plan”) and annual bonuses paid under the AIP are designed so that the compensation paid will be tax deductible by the Company. In addition, in situations where the Company has paid a base salary amount above $1 million, the Company has mandated that the amount in excess of $1 million be deferred by the executive to preserve the tax deductibility of the payment. The Committee believes that there are circumstances under which it is appropriate for the Committee to elect to forgo deductibility to maintain flexibility or to continue to pay competitive compensation.

Does the Company have stock ownership requirements?

The CEO and other senior executives (including the executive officers named in this proxy statement) are subject to minimum stock ownership requirements. The ownership requirements are based on the executive’s pay opportunities and position within the Company and must be met on the later of June 30, 2007 or the

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third anniversary of the executive’s first grant of a long-term compensation award. The ownership levels are as follows: CEO — 5 times base salary; other members of senior management team — 3 times base salary; and other executives — ¹/2 to 2 times base salary. As of March 1, 2007, each of the currently serving executive officers named in this proxy statement meets or exceeds these requirements. The Company’s Code of Conduct prohibits executive officers named in the proxy statement and other employees from engaging in hedging strategies using puts, calls or other types of derivative securities based upon the value of Aetna stock.

Were any special compensation actions taken during 2006 for the executive officers named in this proxy statement?

The compensation decisions made for the executive officers named in this proxy statement in 2006 were consistent with the policies described above. Certain special compensation actions are noted below:

Mr. Williams. In connection with his appointment as CEO in 2006, Mr. Williams’ salary was increased to $1,100,000. This salary rate was selected because it is the median of Mr. Williams’ Comparison Group and matched the salary rate of Dr. Rowe, the departing CEO. To preserve the tax deductibility of Mr. Williams’ salary under Section 162(m), Mr. Williams’ salary in excess of $1,000,000 is subject to mandatory deferral and is payable to Mr. Williams six months after termination of his employment.

Also, in connection with Mr. Williams’ appointment as CEO in 2006, the Committee approved a special grant of 150,000 RSUs (grant date value of $7,695,000). These RSUs, which pay dividend equivalents, will vest in three equal annual installments and will be paid in stock to Mr. Williams six months after termination of his employment with the Company. The amount of this grant was determined by the Committee based on a review of Mr. Williams’ past performance and expected future performance in leading Aetna. Given the 2006 retirement of Dr. Rowe, the purpose of the grant was to retain Mr. Williams and to provide him with a significant compensation opportunity if the Company continues its financial success. This award places Mr. Williams’ total compensation opportunity at an above median level provided the Company maintains above median performance. When compared to the target compensation opportunity of the CEOs of Company’s top three competitors (UnitedHealth Group Incorporated, WellPoint, Inc. and Cigna Corporation), Mr. Williams’ compensation opportunity remains below the average.

Dr. Rowe. During 2006, the Committee reviewed Dr. Rowe’s base salary and decided to maintain the same salary level as 2005 because, after taking into account other elements of compensation, the Compensation Committee believed Dr. Rowe’s then current salary reflected an appropriate mix of fixed versus variable performance-based compensation. The Committee granted Dr. Rowe a SAR on 1,000,000 shares of Common Stock (grant date theoretical value of $16,498,896 determined using a modified Black-Scholes model). These SARs when exercised will be settled in stock, net of taxes, and vested one year from the date of grant. The decision to grant SARs only rather than SARs and RSUs was made to deliver compensation for Dr. Rowe only in the event of continued profitable growth of the Company.

At the start of 2006 and in connection with Dr. Rowe’s announced retirement which occurred in October 2006, the Company amended Dr. Rowe’s employment agreement. The agreement was amended to extend the term of Dr. Rowe’s agreement not to compete with the Company or solicit its customers and employees from two years to three years (with the right to extend the period for two additional one year periods). In exchange for this amendment, the Company will pay Dr. Rowe $150,000 on each of the first, second and third anniversaries of his retirement. In addition, the Company also entered into a consulting agreement with Dr. Rowe (with an initial term of three years with two one-year renewals upon mutual agreement of Dr. Rowe and the Company). Under the consulting agreement Dr. Rowe will consult on business-related issues at the request of the CEO or the Board. During the term of the consulting agreement the Company will make available to Dr. Rowe an office with appropriate support services. In addition, the Company will provide Dr. Rowe a computer and related technology equipment and support for his office and two principal residences. In addition, under the consulting agreement, Dr. Rowe will continue to represent the Company in community specific activities and boards. Dr. Rowe will not be paid under the agreement for the community specific activities and community related board service. The arrangement was established in order to assist with transition and to utilize Dr. Rowe’s expertise after his retirement.

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Under Dr. Rowe’s employment agreement he was entitled to be considered for a pro-rata annual bonus for 2006. Based on this provision, the Committee approved a bonus of $1,150,875 which represented a bonus of 93% of his pro-rata target amount. This amount was determined based on Company performance against the ABP measures as discussed above.

Mr. Bertolini. In connection with an off-cycle review of Mr. Bertolini’s compensation in June 2006, the Committee approved a special equity grant to Mr. Bertolini of $2,095,018 ($1,494,990 grant date theoretical value of SARs and $600,028 grant date value of RSUs). This grant was made to recognize Mr. Bertolini’s leadership, as well as past and potential future impact on the Company. This grant also adjusts his compensation to an appropriate level consistent with executives in his Comparison Group and other senior executives of the Company.

Mr. Holt. Given his position as Chief Investment Officer, Mr. Holt’s annual bonus is determined 60% based on the performance of the investment and other units he oversees and 40% based on the Company’s performance against the Annual Bonus Plan goals discussed above. As a result of the Company’s superior investment performance, Mr. Holt’s bonus was determined to be $469,434, or 123.5% of target.

Executive Compensation

The Summary Compensation Table summarizes the total compensation paid or earned for the fiscal year ended December 31, 2006 by each of the persons who served as Chairman and Chief Executive Officer during the year, the Chief Financial Officer and each of Aetna’s three other most highly compensated executive officers in 2006 (collectively, the “Named Executive Officers”). The Grants of Plan Based Awards Table discloses information about the 2006 ABP awards, as well as the number of RSUs and SARs awarded to each of the Named Executive Officers in the fiscal year ended December 31, 2006. When setting compensation for each of the Named Executive Officers, the Compensation Committee reviews tally sheets which show the executive’s current compensation, including equity and non-equity based compensation.

The Company has entered into employment arrangements with certain of the Named Executive Officers. Refer to “Agreements with Named Executive Officers” beginning on page 54 for a discussion of those employment arrangements.

The 2006 ABP award amounts are disclosed in the Summary Compensation Table as “Non-Equity Incentive Plan Compensation” and are not categorized as a “Bonus” payment under SEC rules. The amounts listed under “Non-Equity Incentive Plan Compensation” were approved by the Compensation Committee at its January 25, 2007 meeting, except for Mr. Williams’ ABP award, which was approved by the Committee, after consultation with the Board, at its January 26, 2007 meeting. Please refer to the footnotes in the Grants of Plan Based Awards Table beginning on page 42 for a discussion of the RSU and SAR grants made in 2006.

Consistent with SEC reporting regulations, amounts shown in the Stock Awards and Option Awards columns in the Summary Compensation Table represent the estimated fair value, for accounting purposes, of equity awards allocated over their vesting period. Amounts shown in the Stock Awards column include the value of portions of prior year RSUs that vested during 2006, as well as a portion of the value of RSUs granted in 2006. Amounts shown in the Option Awards column include the value of portions of prior year SARs and stock option awards that vested during 2006, as well as a portion of the value of SARs granted in 2006.

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Summary Compensation Table

The following table sets forth for 2006 the compensation of the Named Executive Officers.

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Grants of Plan Based Awards Table

The following table sets forth information concerning plan based equity and non-equity awards granted by Aetna during 2006 to the Named Executive Officers.

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Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth information concerning outstanding stock options, SARs and RSUs as of December 31, 2006 held by the Named Executive Officers.