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

On March 10, 2009, Aetna Inc. ("Aetna") will grant a special restricted stock unit ("RSU") award to Aetna's Senior Vice President and General Counsel, William J. Casazza, under Aetna's 2000 Stock Incentive Plan. The grant promotes the retention of Mr. Casazza. The grant date value of Mr. Casazza's award will be approximately $900,000. One third of the RSUs will vest on each of March 10, 2010, March 10, 2011 and March 10, 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. In connection with this grant, Mr. Casazza will enter into an agreement not to compete with Aetna for a period of one year following his termination of employment.

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