THE CORPORATE LIBRARY
BOARD EFFECTIVENESS RATINGS COMMENT


Comment from the Aetna, Inc.:

We are pleased that The Corporate Library has given us ratings of 100% for compliance with the Sarbanes Oxley Act and the New York Stock Exchange rules on corporate governance and a grade of A for adopting corporate governance best practices.  However, we strongly disagree with their low Board Effectiveness and high Investment Risk ratings.

General Comments on Methodology.
Only a few factors are cited as a basis for our negative ratings: the level of our CEO's compensation; the extent of other time commitments of some of our Directors; and the triggering of change-in-control payments upon the sale of our financial services business and spin off of our health business in 2000.  As a general matter, we believe that a methodology which focuses on a small number of factors (mostly compensation-oriented) to draw broad conclusions about a board's overall effectiveness is not appropriate in that it ignores many other important aspects of board performance.  We also think that the factors cited by The Corporate Library regarding our rating are by their terms very subjective in nature and that their evaluation fails to consider several pertinent factual issues.  We disagree with the actual conclusions drawn by The Corporate Library about each of these enumerated factors.

CEO Compensation.
Our CEO compensation process is a good one.  Our compensation is determined by a committee composed entirely of independent directors, aided by an independent outside consultant.  The amount we pay our CEO is comparable to others in our industry.  It is also largely performance-based--being either tied to stock performance (in the case of stock options) or to the achievement of company-specific financial and strategic goals set in advance (in the case of annual and long-term incentives).   The Corporate Library says that this compensation program is not aligned with shareholder interests, but offers absolutely no support for this assertion. In fact, since the inception of the new Aetna health care company in 2000, our corporate turnaround efforts have been successful and our stock price has risen greatly.  During this period approximately $3 billion in shareholder value was created.  Our CEO compensation has reflected this improvement because it is aligned with shareholder interests.

Composition of Our Board.
Our Board is highly independent, with 11 of the 13 Directors being independent.  We are fortunate to have a well-diversified Board, with a good mix of people with backgrounds in business, government, and academia and we believe that each Director brings a unique and valuable perspective to the Company.  Active CEOs are often sought to be board members of companies because of their demonstrated business abilities and experience, and we are pleased to have a number of them as our Directors.  We believe this is a positive, not a negative as The Corporate Library suggests.  It is certainly true that some of our Directors serve on other outside boards, but we do not believe that this affects the quantity or quality of time they spend being a Director of our Company.  For example, The Corporate Library report itself shows that despite their other commitments all of our Directors met The Corporate Library's attendance standards with respect to our 2002 Board meetings.

Change-in-Control Payments in Connection with 2000 Transaction.
The Corporate Library acknowledges that the ING sale/health company spinoff was very good for Aetna shareholders.  Their only complaint is that as result of the transaction, certain change-in-control payments were made.  The complex structure for the transaction was driven by a number of legal considerations and was designed to deliver the highest value to shareholders.  It did, however, trigger change-in-control provisions.  These provisions could not simply be ignored by the Board as they constituted longstanding, preexisting legal commitments which were required to be met.  Also, most of the senior executives who benefited from these payments left the Company around the time of the transaction and are no longer with the Company.

Other.
The Corporate Library also mentions that Aetna had to restate its earnings in 2000.  The restatement was very minor, however, in that it had no effect on net income in 1998, decreased first and second quarter net income in 1999 by a total of $.14/share, and increased net income in the third quarter of 1999 by $.20/share.

In conclusion, we think that the rating assigned to us by The Corporate Board is clearly unwarranted.

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