Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2009, Aetna Inc. ("Aetna") granted special restricted stock unit ("RSU") awards to Aetna's President Mark T. Bertolini and its Executive Vice President and Chief Financial Officer Joseph M. Zubretsky under Aetna's 2000 Stock Incentive Plan. Aetna believes each of the executives is important to the development and execution of Aetna's strategy and business plans and made the grants in order to promote the retention of the executives at a time when the executives' prior equity grants have lost retention value. The grant date values of Mr. Bertolini's and Mr. Zubretsky's awards were $5.5 million and $3.8 million, respectively. One third of the RSUs will vest on August 13, 2010, and two-thirds of the RSUs will vest on February 13, 2012, subject to earlier termination as provided in Aetna's 2000 Stock Incentive Plan and the applicable RSU award agreement. No dividends will be paid on the unvested portion of the RSUs.

The special RSU awards are in addition to Aetna's regular annual cash bonus awards and equity grants.