Item 2.05 Costs Associated with Exit or Disposal Activities.

On December 17, 2008, Aetna Inc. ("Aetna") announced it will reduce its workforce by approximately 1,000 positions, or less than 3% of Aetna's 36,208 employees. This action is designed to align administrative expenses with Aetna's growth outlook for 2009 and redirect resources to areas with a greater potential for future growth. The workforce reduction and related real estate lease consolidations are expected to be completed in the fourth quarter of 2008. As a result of these actions, Aetna expects to incur a fourth quarter charge of approximately $28 million, after tax, related to severance and benefit costs and a fourth quarter charge of approximately $7 million, after tax, related to the consolidation of real estate leases. Aetna expects approximately $34 million, after tax, of these charges to result in future cash expenditures.

CAUTIONARY STATEMENT -- Certain information in this Form 8-K is forward looking, including our projections as to severance and benefit costs, real estate lease consolidation costs and future cash expenditures. Forward-looking information is based on management's estimates, assumptions and projections, and is subject to significant uncertainties and other factors, many of which are beyond Aetna's control. Important risk factors could cause actual outcomes and results to differ materially from what is expressed in the information in this Form 8-K, including changes in Aetna's actual tax rate compared to the rate assumed in estimating the charges, changes in the number of severed employees compared to the number assumed in estimating the charges, changes in the amounts payable to severed employees compared to the amounts assumed in estimating the charges and completion of agreements with lease and related counterparties prior to December 31, 2008. For more discussion of important risk factors that may materially affect Aetna, please see the risk factors contained in Aetna's 2007 Annual Report on Form 10-K or its Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, on file with the Securities and Exchange Commission ("SEC"). You also should read Aetna's 2007 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, on file with the SEC for a discussion of Aetna's historical results of operations and financial condition.