Exhibit 10.16















                  The Supplemental Pension Benefit Plan
                         for Certain Employees of
                           Aetna Services, Inc.










                         TABLE OF CONTENTS
                         _________________

Article                                                Page
_______                                                ____
I.    DEFINITIONS AND CONSTRUCTION..................     3
II.   BENEFITS......................................     8
III.  MANAGEMENT OF THE PLAN........................    12
IV.   AMENDMENT AND TERMINATION.....................    14
V.    ADOPTION BY AFFILIATE.........................    15
VI.   MISCELLANEOUS.................................    16



Appendix
________

A.    LIST OF PHYSICIAN GROUPS

B.    LIST OF HIGHLY LEVERAGED EMPLOYEES

C.    LIST OF PARTICIPATING COMPANIES



     Aetna Inc. (the "Company") hereby amends and restates, 
as its plan and its obligation, The Supplemental Pension 
Benefit Plan for Certain Employees of Aetna Services, Inc., 
formerly Aetna Life and Casualty Company, (the "Employer") 
established by the Employer effective August 30, 1984.  This 
Plan is intended to provide benefits which supplement the 
benefits provided under The Retirement Plan for Employees of 
Aetna Life and Casualty Company (the "Retirement Plan"): (1) 
benefits in excess of those permitted to be provided after 
application of one or more limits applicable to the 
Retirement Plan under the Internal Revenue Code of 1986 (the 
"Code"); (2) benefits attributable to certain elements of the 
employee's compensation not taken into account in determining 
the employee's pension under the Retirement Plan; and (3) 
benefits provided at the direction of the Board of Directors 
of the Company or the Board of Directors of Employer.  That 
portion of the Plan that provides benefits that are 
attributable solely to the benefits that would be provided 
under the Retirement Plan but for the application of the 
limitations of Section 415 of the Code shall be treated as a 
separate plan which is an excess benefit plan within the 
meaning of Section 3(36) of the Employee Retirement Income 
Security Act of 1974, as amended.  This instrument sets forth 
provisions which constitute the Plan as amended and restated 
effective July 1, 1996.
                               - 2 -


                           ARTICLE I
                  DEFINITIONS AND CONSTRUCTION
     1.1  "Affiliate" means any entity which, with the 
Company, constitutes a group of trades or businesses under 
common control, a controlled group of corporations, an 
affiliated service group, or a group of corporations 
otherwise required to be aggregated, as provided in Sections 
414(b), (c), (m), and (o) of the Code, respectively.
     1.2  "Beneficiary" means the person or persons 
designated from time to time in writing by a Participant as a 
beneficiary under the Retirement Plan.
     1.3  "Board" means the Board of Directors of the 
Company.
     1.4  "Code" means the Internal Revenue Code of 1986, as 
amended.
     1.5  "Company" means Aetna Inc. or any successor by 
merger, consolidation, purchase or otherwise.
     1.6  "Earnings" shall be as defined in the Retirement 
Plan, except without regard to the cap imposed therein 
pursuant to Section 401(a)(17) of the Code, and provided 
further that:
          (a)  With respect to any awards made to a 
Participant under the Company's Management Incentive Plan, 
the following shall apply:
               (1)  an award paid in cash and not deferred by 
the Participant shall be included in Earnings when paid; and
                               - 3 -

               (2)  an award deferred by the Participant 
shall never be included in Earnings (either when earned or 
when paid), unless the Participant's Earnings for the year in 
which the award was earned, without regard to such award, 
exceed the limit established by Section 401(a)(17) of the 
Code, in which case the award shall be allocated to the 
Participant's Earnings over the twelve month performance year 
prior to the earliest date on which the award would have been 
payable if the Participant had so elected; and
    (b)  With respect to Highly Leveraged Employees, the 
following adjustment shall be made:
          (1)  For the period July 1, 1996 through June 30, 
1997, the Earnings of any Participant taken into account 
under the Plan shall not exceed $400,000;
          (2)  For the period July 1, 1997 through December 
31, 1997, the Earnings of any Participant taken into account 
under the Plan shall not exceed an amount equal to the limit 
on compensation imposed on qualified plans by Section 
401(a)(17) of the Code for 1997;
          (3)  For 1998 and subsequent Plan Years, the 
Earnings of any Participant taken into account under the Plan 
shall not exceed an amount equal to twice the limit on 
compensation imposed on qualified plans by Section 401(a)(17)
 of the Code for that Plan Year.  
           Earnings shall be determined as if no elective 

salary reduction had been made pursuant to Sections 125 and 
401(k) of the Code.
                               - 4 -

     1.7  "Effective Date" means the effective date of this 
amended and restated Plan, July 1, 1996.
     1.8  "Eligible Employee" means, for any Plan Year, an 
individual who is actively employed by the Employer or a 
Participating Company and an Eligible Employee under the 
Retirement Plan, and:  (1) whose benefit under the Retirement 
Plan is limited by the application of Section 401(a)(17) or 
415 of the Code, (2) who earns or has earned awards under the 
Employer's Management Incentive Plan or plans of similar 
nature providing for performance bonuses to employees at mid-
level management and above which are not taken into account 
in determining the Employee's pension under the Retirement 
Plan and which are included in the definition of Earnings in 
this Plan, or (3) who has entered into an agreement with the 
Employer or a Participating Company that is ratified by the 
Employer prior to July 19, 1996 or by the Company thereafter 
and that provides for an award to the Employee of additional 
years of service, compensation or other amounts for the 
purpose of determining a pension benefit but which is not 
taken into account in determining that benefit under the 
Retirement Plan.  Notwithstanding the foregoing, no employee 
of a Physician Group shall be an Eligible Employee.
    1.9  "Employer" means Aetna Services, Inc., formerly 
Aetna Life and Casualty Company.

     1.10  "ERISA" means the Employee Retirement Income 
Security Act of 1974, as amended.
                               - 5 -

     1.11  "Excess Benefit Plan" means an excess benefit plan 
within the meaning of Section 3(36) of ERISA.
     1.12  "Highly Leveraged Employees" means employees whose 
compensation is highly leveraged by virtue of the material 
emphasis by the Employer or a Participating Company, as the 
case may be, on variable or incentive pay, and who fall 
within one of the following groups:  (a) Aeltus Investment 
Management investment and sales employees; (b) Portfolio 
Management Group investment employees (excluding real estate 
employees whose incentive targets are based on a company-wide 
bonus plan); (c) Aetna Retirement Services sales management 
and sales employees.  Appendix B contains a non-exclusive 
list of Highly Leveraged Employees, but although it is the 
intention of the Company to update Appendix B from time to 
time, the failure to list an employee designated as a Highly 
Leveraged Employee will not prevent the inclusion of such 
employee as a Highly Leveraged Employee.  
     1.13  "Participant" means an Eligible Employee or former 
Eligible Employee.  
     1.14  "Participating Company" means any Affiliate which 
either (a) is listed in Appendix C on the Effective Date, or 
(b) after the Effective Date, adopts the Plan in accordance 
with the provisions of Article V hereof.  If the Plan is only 

adopted by a Participating Company with regard to certain 
divisions, only those divisions shall be deemed the 
Participating Company and the other divisions of such 
Participating Company shall not be deemed to be Participating 
                               - 6 -

Companies hereunder.  Notwithstanding the foregoing, no 
Physician Group shall be eligible to become a Participating 
Company.  On the date that a Participating Company ceases to 
be an Affiliate, it shall also cease to be a Participating 
Company.
     1.15  "Physician Group" means any Affiliate, other than 
Aetna Physician Management Corporation ("APMC"), which 
employs primarily licensed physicians, physician assistants 
or nurse practitioners, including but not limited to those 
entities set forth in Appendix A.
     1.16  "Plan" means the Aetna Inc. Supplemental Pension 
Benefit Plan, as set forth herein and as amended from time to 
time.  To the extent that Supplemental Benefits are provided 
to Participants solely as a result of the application of the 
limitations of Section 415 of the Code in the determination 
of such Participants' benefits under the Retirement Plan, the 
Plan shall be an Excess Benefit Plan which shall be a 
separate plan hereunder but shall be included in the 
definition of "Plan."
     1.17  "Plan Year" means the calendar year.
     1.18  "Retirement Plan" means The Retirement Plan for 
Employees of Aetna Life and Casualty Company.

     1.19  "Supplemental Benefit" means the benefit provided 
under this Plan.  
     1.20  Construction.  The masculine gender, where 
           ____________                               
appearing in the Plan, shall be deemed to include the 
feminine gender, unless the context clearly indicates to the 
                               - 7 -

contrary.  Where appropriate, words used in the singular 
include the plural and words used in the plural include the 
singular.  The words "hereof," "herein," "hereunder" and 
other similar compounds of the word "here" shall mean and 
refer to this entire Plan, not to any particular provision or 
Section.  Capitalized terms used herein and not defined above 
shall have the meanings set forth in the Retirement Plan.

                           ARTICLE II
                            BENEFITS
     2.1  Payment of Benefits.  At the same time and in the 
          ___________________                               
same manner as any monthly pension benefit is paid from the 
Retirement Plan to or on behalf of a Participant, a 
Supplemental Benefit in an amount determined in accordance 
with Section 2.2 shall be paid from this Plan to the 
Participant or the Participant's Beneficiary, as applicable.  
The Supplemental Benefit shall be paid only at the same time 
and in the same manner as a Participant's benefit is paid 
under the Retirement Plan.  To the extent that the payment of 
a Participant's benefit under the Retirement Plan is 
suspended pursuant to the provisions of the Retirement Plan, 
Supplemental Benefits shall be suspended as well.

     2.2  Amount of Benefits.
          __________________ 
     (a)  The amount of any monthly Supplemental Benefit shall 
equal the difference between:
          (1)  the benefit that would have been paid from the 
Retirement Plan during that month (after application of the 
                               - 8 -

cost-of-living adjustment under the Retirement Plan) to or on 
behalf of the Participant if:
               (A)  Sections 401(a)(17) and 415 of the Code 
did not apply to the calculation, 
               (B)  Earnings as defined herein were used in the 
calculation, and
               (C)  any awards of additional years of 
service, compensation or other amounts that were made to the 
Participant for the purpose of determining a pension benefit 
were taken into account, provided, however, that any such 
award must be made in a written contract or plan between the 
Participant and the Participant's employer and ratified by 
the Employer prior to July 19, 1996 or by the Company 
thereafter; and
          (2)  the benefit that is paid from the Retirement 
Plan during that month (after application of the cost-of-
living adjustment under the Retirement Plan) to or on behalf 
of the Participant.
          (b)  The amount of any Supplemental Benefit payable to a 
Participant under the portion of the Plan that is an Excess 
Benefit Plan shall be determined taking into account any

actuarial adjustments to the limits applicable under Section 
415 of the Code and the terms of the Retirement Plan on the 
basis of the form and time of payment of the Participant's 
benefit under the Retirement Plan.
     2.3  Payment of FICA and Other Taxes.
          _______________________________ 
                               - 9 -

     (a)  If, under applicable law and regulations, FICA and 
other taxes are required to be withheld by the Employer or 
the applicable Participating Company with respect to a 
Supplemental Benefit earned by a Participant during any 
period that Supplemental Benefits are not currently being 
paid to the Participant, then the compensation otherwise 
currently payable to a Participant from an Employer during 
such period shall be reduced by an amount equal to such FICA 
and other taxes.  To the extent that the compensation 
currently payable to a Participant during any such period is 
insufficient to permit an amount equal to the FICA and other 
taxes required to be withheld by the Employer during that 
period to be withheld from such current compensation, the 
Participant shall be notified by the Company and shall 
provide the Company with a check in an amount equal to the 
difference between the amount of FICA and other taxes 
required to be withheld on behalf of the Participant during 
the period and the amount the Employer was otherwise able to 
withhold during the period.
     (b)  If, under applicable law and regulations, FICA and 
other taxes are required to be withheld by the Employer for 

any period with respect to a Supplemental Benefit earned by 
the Participant during any period that Supplemental Benefits 
are currently being paid to the Participant, then the 
Supplemental Benefit otherwise currently payable to a 
Participant during such period shall be reduced by an amount 
equal to such FICA and other taxes.
                               - 10 -

     2.4  Excess Benefit Plan.  All Supplemental Benefits 
          ___________________                             
payable solely by reason of the application of the 
limitations of Section 415 of the Code to a Participant's 
benefit under the Retirement Plan shall be provided from the 
separate plan created herein that is an Excess Benefit Plan.
     2.5  Unfunded Nature of Benefit.  No assets shall be 
          __________________________                      
segregated or earmarked with respect to any Participant and 
no Participant or Beneficiary shall have any right to assign, 
transfer, pledge or hypothecate an interest or any portion 
thereof in any benefit payable hereunder.  The Plan shall not 
constitute a trust or a funded arrangement of any sort and 
shall be merely for the purpose of recording an unsecured 
contractual obligation of each obligated party; provided, 
however, that the Employer and the Company reserve the right 
to meet the obligations created under the Plan through one or 
more trusts or other agreements.
     2.6  Reduction of Benefit.  If a Participant breaches an 
          ____________________                                
obligation to the Company, the Employer or a Participating 
Company with respect to the payment of a specific sum of 
money, the Company, the Employer or the applicable 

Participating Company may reduce any benefits payable to such 
Participant under this Plan, in the manner of setoff or 
otherwise, to the extent of such obligation and any costs 
incurred with respect thereto.
     In addition, the Company, the Employer and the 
Participating Companies do not waive any rights to reduce 
benefits, including but not limited to setoff rights, which 
                               - 11 -

such entities may have under applicable law or a prior 
written agreement between all or any of them and an Employee, 
all of which rights are enforceable independent of the terms 
of this Plan.

                           ARTICLE III
                      MANAGEMENT OF THE PLAN
    3.1  Administrator.  The Employer shall be the 
         _____________                             
Administrator with the sole responsibility for the 
administration of the Plan.  The Administrator may delegate 
to any person or entity any powers or duties of the 
Administrator under the Plan.  To the extent of any such 
delegation, the delegatee shall become responsible for 
administration of the Plan, and references to the 
Administrator shall apply instead to the delegatee.  Any 
action by the Employer assigning any of its responsibilities 
as Administrator to specific persons who are all directors, 
officers, or employees of the Employer, the Company, or the 
Participating Companies shall not constitute delegation of 

the Administrator's responsibilities but rather shall be 
treated as the manner in which the Employer has determined 
internally to discharge such responsibility.  The 
Administrator shall not be a fiduciary (within the meaning of 
Section 3(21) of ERISA) with respect to the portion of the 
Plan that is an Excess Benefit Plan.
     3.2  Powers and Duties of the Administrator.  The 
          ______________________________________       
Administrator shall have such duties and powers as may be 
                               - 12 -

necessary to discharge its duties hereunder, including, but 
not by way of limitation, the following:
          (a)  to construe and interpret the Plan, decide all 
questions of eligibility, determine the status and rights of 
Participants, and determine the amount, manner and time of 
payment of any benefits hereunder;
          (b)  to receive from the Participating Companies 
and from Participants such information as shall be necessary 
for the proper administration of the Plan;
          (c)  to furnish the Participating Companies, upon 
request, such annual reports with respect to the 
administration of the Plan as are reasonable and appropriate;
          (d)  to appoint or employ individuals to assist in 
the administration of the Plan and any other agents it deems 
advisable, including legal and actuarial counsel;
          (e)  to defend and initiate any lawsuit on behalf 
of the Plan or the Eligible Employees if the Administrator deems 
it reasonably necessary to protect the Plan or the Participants.

     If there shall arise any misunderstanding or ambiguity 
concerning the meaning of any of the provisions of the Plan 
arising out of the administration thereof, the Administrator 
shall have the sole right to construe such provisions.  
Subject to the limitations of the Plan and applicable law, 
the Administrator may make such rules and regulations as it 
deems necessary or proper for the administration of the Plan 
and the transaction of business thereunder.
                               - 13 -

     The decisions of the Administrator with respect to any 
matter it is empowered to act on shall be made by it in its 
sole discretion based on the Plan documents and shall be 
final, conclusive and binding on all persons.

                           ARTICLE IV
                    AMENDMENT AND TERMINATION
     4.1  Amendment.  The Company reserves the right to amend 
          _________                                           
this Plan from time to time in any respect, including without 
limitation a prospective reduction in accrual of benefits.  
See Section 4.4 regarding prohibition of retroactive 
reduction of benefits accrued under this Plan.
     4.2  Action by Company.  Any amendments to this Plan by 
          _________________                                  
the Company shall be made in writing and executed by the 
Senior Vice President, Aetna Human Resources or other Company 
officer holding such position, or by the President or Chief 
Executive Officer of the Company.  Neither the consent of any 
Employee nor that of any payee is required for any amendment 
to the Plan.

     4.3  Termination by Company.  The Plan may be terminated 
          ______________________                              
in whole or in part by the Company at any time.  The Plan as 
a whole shall be terminated only pursuant to a resolution of 
the Board of Directors of the Company.  The Plan may be 
terminated in part in the same manner as is prescribed for 
the adoption of amendments.  Neither the consent of any 
Employee nor that of any payee is required for any 
termination of the Plan.  The termination of participation by 
a Participating Company shall not relieve the Participating 
                               - 14 -

Company of its liabilities under this Plan, including but not 
limited to those liabilities imposed under Section 6.2 hereof.
     4.4  Effect of Amendment or Termination by Company.  Any 
          _____________________________________________       
amendment or termination of this Plan by the Company shall be 
effective prospectively and shall not serve to retroactively 
reduce any right to a benefit accrued under this Plan up to 
the date of such amendment or termination.  

                           ARTICLE V
                     ADOPTION BY AFFILIATE
     5.1  Adoption by Affiliate.  Any Affiliate, other than a 
          _____________________                               
Physician Group, may, with the consent of the Company, become 
a Participating Company under the Plan by a resolution of the 
Board of Directors of the Affiliate under which:
          (a)  The Affiliate shall agree to be bound by all 
the provisions of the Plan in the manner set forth herein and 
any amendments hereto; and
          (b)  The Affiliate shall agree to pay its share of 

expenses of the Plan as they may be determined by the Company 
from time to time.
     5.2  Termination by a Participating Company.  Any 
          ______________________________________       
Participating Company may at any time elect to terminate its 
participation under the Plan with respect to all or any group 
of the Participating Company's Employees.  Notwithstanding 
the provisions of Article IV, a Participating Company shall 
terminate its participation under the Plan by resolution of 
the Board of Directors of the Participating Company.
                               - 15 -

                           ARTICLE VI
                         MISCELLANEOUS
     6.1  Exclusive Benefit.  The Plan is maintained for the 
          _________________                                  
exclusive benefit of Participants.  
     6.2  Source of Payment.  All benefits under the Plan 
          _________________                               
shall be paid exclusively by the Employer or the applicable 
Participating Company from its general assets, provided that 
the Company shall be liable for all benefits under the Plan.
     6.3  Rights of Employees.  Nothing contained herein 
          ___________________                            
shall be deemed to give any Employee the right to be retained 
in the service of the Employer or the applicable 
Participating Company or to interfere with the right of the 
Employer or the applicable Participating Company to discharge 
such Employee at any time, nor shall it be deemed to give the 
Employer or the applicable Participating Company the right to 
require the Employee to remain in its service, nor shall it 
interfere with the right of the Employer or the applicable 

Participating Company to terminate service at any time.
     6.4  Headings.  The headings of the Plan are inserted 
          ________                                         
for convenience of reference only and shall have no effect 
upon the meaning of the provisions hereof.
     6.5  Severability.  If any provision of this Plan is 
          ____________                                    
held invalid or unenforceable, such invalidity or 
unenforceability shall not affect any other provision, and 
this Plan shall be construed and enforced as if such 
provision were omitted.
                               - 16 -

     6.6  Alienation of Benefits.  Except as otherwise provided by 
          ______________________                                   
law, and consistent with Section 2.5 hereof, no benefit under this 
Plan may be voluntarily or involuntarily assigned or alienated.
     6.7  Lost Distributees.  Any benefit payable hereunder shall 
          _________________                                       
be deemed forfeited if the distributee to whom payment is due 
cannot be located, provided that such benefit shall be reinstated 
if a claim is made by the distributee for the forfeited benefit 
within two years of the date the forfeited benefit was originally 
payable pursuant to the provisions of Article II.
     6.8  Governing Law.  This Plan shall be construed according 
          _____________                                          
to the laws of the State of Connecticut to the extent not pre-
empted by Federal law.

                               - 17 -

     IN WITNESS WHEREOF, the Company has caused this Plan to be 
executed by its duly authorized officer this 22nd day of August, 
1996.

                                    AETNA INC.



                                    By:/s/ Mary A. Champlin
                                       ____________________
                                       Mary Ann Champlin
                                       Senior Vice President
                                       Aetna Human Resources


Attest:



/s/ Michele G. Kostin
_____________________






                               - 18 -


                            Appendix A

                     LIST OF PHYSICIAN GROUPS


Airport Managed Care, Inc.

Gateway Medical Group I, Inc.

Gateway Women's Health Center, A Medical Group, Inc.

Gateway Medical Group XI, Inc.

Concord Medical Group, Inc.

Gateway Medical Group IV, Inc.

Gateway Orthopedic Medical Group, Inc.

GMG-LAX Medical Group, Inc.

Rancho Medical Group, Incorporated

Las Posas Family Practice Medical Group, A Professional 
Corporation

Ventura Private Practice Group, Inc.

Lombard Medical Group, Inc.

Santa Clarita Medical Group, Inc.
a/k/a Henry Mayo Newhall Family Medical Center

North Texas Dental Care Associates, P.A.

Ohio Primary Care Associates, P.A., Inc.

Pennsylvania Primary Care Associates, P.C.

Mid Atlantic Primary Care Associates, P.C.

North Carolina Primary Care Associates, P.C.

New Jersey Primary Care Associates, Inc.

Wheaton Clinic, S.C.

Chicago Medical Associates, S.C.

Atlanta Primary Care Associates


                               - 19 -


North Texas Primary Care






                               - 20 -


                            Appendix B

                LIST OF HIGHLY LEVERAGED EMPLOYEES


Aeltus Investment Management
____________________________

John Kim                      Len Carlson
Peter Canoni                  Jean Wong-Boehm
Kevin Means                   Tom DiBella
Neil Kochen                   Steve Huber
Ken Bragdon                   Geoff Brod
Drew Lawten                   David Canuel
Scott Fox                     Hugh Whelan
Ron Clarke


Portfolio Management Group
__________________________

Leandra Knes
Ron Thelin
Tim Corbett


Aetna Retirement Services
_________________________

Mike Gilotti
David Sanderford
Jim Lehan
[It is recognized that this Listing is incomplete]



                               - 21 -


                            Appendix C
                 LIST OF PARTICIPATING COMPANIES


            A.                         B.              C.
                                       Tax
Schedule of Participating        Identification        
        Companies                  Number of           End
                                   Employer            of
                                                       Year

Aetna Services, Inc.**             06-0843808          12/31

The Aetna Casualty and             06-6033504          12/31
Surety Company*

Aetna Life Insurance
Company                            06-6033492          12/31

The Standard Fire                  06-6033509          12/31
Insurance Company*

Aetna Life Insurance and
Annuity Company                    71-0294708          12/31

Human Affairs
International,                     87-0300539          12/31
Incorporated


*Coverage ceased effective April 2, 1996.  Travelers/Aetna 
Property Casualty Corporation ("TAPCO") has assumed liabilities 
of, and agreed to make all payments to, employees of this 
Participating Company.

**Formerly Aetna Life and Casualty Company.









                               - 22 -