Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Rowe John W.

2. Issuer Name and Ticker or Trading Symbol
Aetna Inc. (AET)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Chairman and Chief Executive Officer              

(Last)      (First)     (Middle)

c/o Aetna Inc.
151 Farmington Avenue

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
01/30/03

(Street)

Hartford, CT 06156

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

01/30/03

 

M

 

20,000(11)

A

 

21,000

D

 

Common Stock

 

 

 

 

 

 

 

151.4801(1)

I

401(K) Plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (Right to Buy)(2)

$26.3245

 

 

 

 

 

 

 (2)

09/15/10

Common Stock

623,232

 

623,232

D

 

Employee Stock Option (Right to Buy)(2)

$35.0116

 

 

 

 

 

 

 (2)

09/15/10

Common Stock

415,488

 

415,488

D

 

Employee Stock Option (Right to Buy)(3)

$35.0116

 

 

 

 

 

 

 (3)

12/14/10

Common Stock

207,744

 

207,744

D

 

Employee Stock Option (Right to Buy)(4)

$26.1500

 

 

 

 

 

 

 (4)

06/18/11

COMMON STOCK

250,000

 

250,000

D

 

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$35.78

01/25/02

 

A

V

350,000

 

 (5)

01/25/12

COMMON STOCK

350,000

 

350,000

D

 

RESTRICTED STOCK UNITS(6)

1 for 1

 

 

 

 

 

 

 

 

COMMON STOCK

51,994.0979

 

51,994.0979

D

 

UNIT AWARD(7)

1 for 1

06/28/02

 

A

V

50,000

 

 (7)

12/31/06

COMMON STOCK

50,000

 

50,000

D

 

UNIT AWARD(8)

1 for 1

01/30/03

 

A

 

60,000

 

01/30/03

01/30/03

COMMON STOCK

60,000

 

 

 

 

UNIT AWARD(9)

1 for 1

01/30/03

 

D

 

 

100,000

 

 

COMMON STOCK

100,000

$43.32

 

 

 

UNIT AWARD(10)

1 for 1

01/30/03

 

M

 

 

20,000

 

 

COMMON STOCK

20,000

 

0

 

 

Explanation of Responses:

(1) Represents pro rata share of the stock portion of Aetna Common Stock Fund held by reporting person on Decembert 31, 2002 pursuant to Aetna Incentive Savings Plan. The information is based on information provided by the Plan Trustee as of that date.
(2) Previously reported; exercisable in three equal annual installments beginning on September 15, 2001.
(3) Previously reported; exercisable in three equal annual installments beginning on December 14, 2001.
(4) Previosuly reported; exercisable in two equal annual installments beginning June 18, 2002.
(5) Option granted under 2002 Stock Incentive Plan; exercisable in three equal annual installments beginning January 25, 2003.
(6) Previously reported; represents restricted stock units which vest in three installments beginning in September 2001; upon vesting units are automatically deferred to stock unit account; dividend equivalents are reinvested in deferred stock unit account.
(7) The award vests upon achievement of certain performance criteria and is payable in cash or shares of the Company's Common Stock at the discretion of the Compensation Committee of the Board of Directors; however, if such units do not vest before December 31, 2006, 50% of the performance units will then be payable in shares of the Company's Common Stock provided reporting person is an active employee on that date.
(8) Represents vesting of additional performance units upon attainment of specified performance criteria and is payable in cash or shares of the Company's Common Stock at the discretion of the Compensation Committee of the Board of Directors.
(9) Represents vesting of performance units and mandatory settlement of a portion of the units in cash in a transaction exempt under 16b-3(e).
(10) Represents vesting of performance units and mandatory settlement of a portion of the units in stock in a transaction exempt under 16b-3(d)(1).
(11) Represents shares acquired in connection with vesting of performance units.
  By: /s/ John W. Rowe
             by Judith H. Jones, Attorney in Fact
**Signature of Reporting Person		 01/31/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of William C. Baskin, III, William J. Casazza, Paige L. Falasco, Judith H. Jones, Michele G. Kostin
and Christopher M. Todoroff, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an
officer and/or director of Aetna Inc., a Pennsylvania corporation ("Aetna"), Forms 3, 4, and 5
in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Forms 3, 4, or 5 and timely file such Form with the United States
Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights
and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by Aetna, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of August, 2002.


Signature:  /s/John W. Rowe
            John W. Rowe