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AEtna                       Ronald E. Compton
                            Chairman
                            (203) 273-3087


January 19, 1995

Richard L. Huber
143 East 78th Street
Garden Apartment
New York, NY  10024


Dear Dick:

On behalf of Aetna, I am pleased to offer you the position of 
Vice Chairman for Strategy and Finance.  As we discussed, this 
offer is subject to the approval of Aetna's Board of Directors.  
The specifics of the offer are as follows:

1.  Starting Date:

2.  Base Salary:  Your base salary will be $500,000 per annum 
    payable biweekly.  This will be reviewed on the basis of 
    your performance during our annual salary review process in 
    1996 and each year thereafter as long as you are  
    employed by Aetna.  The Company may also, from time to 
    time, review and adjust salaries to reflect appropriate 
    compensation for each position.

3.  Annual Incentive Program:  You will also be eligible for 
    consideration for an award under the Company's annual 
    incentive program beginning with the 1995 performance year 
    (payable in 1996) as long as the plan is in effect.  
    Payable in 1996 for the 1995 performance year, you will 
    receive a minimum award of $300,000 gross.  Each year 
    thereafter, while you are employed at Aetna, you will be 
    eligible for consideration for additional awards under the 
    annual incentive program while the plan remains in effect.  
    As discussed during our interviews, the target bonus level 
    for your position is currently 60% of your base salary.  
    Awards are subject to both your performance and that of 
    Aetna.

4.  Long-Term Incentive Program:  You will be eligible for 
    consideration of an award under the Company's long-term 
    incentive program for the cycle running from 1995 through 
    1998.  This award will vest, if at all, only upon 
    attainment of performance objectives determined by the 
    Company's Board Committee on Compensation and Organization.

5.  Stock Options:  We will recommend to the Aetna Board 
    Committee on Compensation and Organization that you be 
    granted an option to purchase 17,500 shares of Aetna's 
    common stock.  The option will be based on the price of a 
    share on the date on which approval is secured from the 
    Committee.  These options are not exercisable for the first 
    year after the date of grant and will vest in installments 
    thereafter.  Thereafter while employed by Aetna, you will 
    be eligible for consideration for grants under the Stock 
    Incentive Plan while the plan remains in effect.  In 
    addition, we will recommend a sign-on grant of 50,000 stock 
    options and 75,000 "premium" options (exercise price at 10% 
    above market at time of grant) based on the share price on 
    the effective date of the grant which will be the same as 
    the date you begin employment.  These options are not 

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exercisable for the first year after the date of grant and 
will vest in installments thereafter.  You will also 
receive a sign-on grant of 28,000 ACEShares subject to 
Committee approval for the performance cycle 1993 to 1996, 
provided that any interim award will not vest until the end 
of the performance period.  Details of the Company's Long-
Term Incentive Program exercise, ownership and vesting 
provisions are included with this offer letter.

6.  Pension:  Your participation in the pension plan will 
    automatically begin after you have completed one year of 
    service with Aetna.  Under the terms of the plan currently 
    in effect, you will receive credit for years of service 
    from your date of employment, accumulating one year for 
    each year you remain in the employ of the Company 
    thereafter (but no more than 35 years, the maximum under 
    the plan) as long as the plan remains in effect.  Under the 
    plan, your benefit vests after five years of credited 
    service.

7.  Incentive Savings Plan:  You will be eligible to participate
    in the Aetna Incentive Savings Plan after you complete one 
    year of service.  However, during your first year of 
    service, you will be eligible to defer up to six percent of 
    your base salary under a non-qualified supplemental plan.  
    Under the supplemental plan now in effect, the Company will 
    match 100% of the first 5% of base salary you defer.

8.  Medical, Dental and Life Insurance:  You will be eligible 
    to participate in our contributory flexible benefit plan.

9.  Sick Pay:  The Company will provide you with full pay for a 
    maximum of 26 weeks as soon as you begin work regardless of 
    the number of years of credited service.

10. Severance Pay:  If your employment is involuntarily 
    terminated under circumstances that would call for 
    severance pay benefits, you will receive payment for not 
    less than 52 weeks of severance pay including amounts 
    payable under the Severance Pay Plan then in effect in 
    consideration for a customary release.

11. Vacation:  In 1995, you will receive 20 days of accrued 
    vacation for our use as soon as you join the Company.  
    Thereafter, for the purpose of vacation day accrual only, 
    you will be treated like a 10-year employee.  This means 
    you will accrue two days per month to a maximum of 20 days 
    per year.  You will also have three discretionary days in 
    1995 and three per year thereafter.

12. Sign-On Bonus:  A one-time payment of $200,000 gross will 
    be made as soon as possible after you begin work at Aetna 
    in recognition of your career move.

13. Relocation:  The Company will assist you with relocation 
    expenses associated with your move to Connecticut including 
    Aetna's third-party home purchase program, movement of 
    household goods and temporary living expenses as covered in 
    the Standard New Hire transfer program.  Contact Rachel 
    Frenette at 203-273-3570 for more information about this 
    program.

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14. Contingencies:  This offer is dependent upon:  (1) 
    successful completion of a drug test prior to the scheduled 
                                         _____                  
    start date of your new job; and (2) receipt of documents 
    which show that you are legally entitled to work in the United 
    States.

Please read the enclosed Benefits Handbook carefully in order 
to fully understand the terms and conditions of the plans 
mentioned above.

We are delighted to extend this offer to you and look forward 
to your acceptance.  We hope this employment relationship will 
be mutually enjoyable and lasting.  Of course, you may 
terminate your employment at any time, as may Aetna.

Please acknowledge your acceptance of this offer by initialing 
the enclosing copy of this letter, completing the enclosed 
employment application and returning both to me.  I would 
greatly appreciate your response within seven (7) days after 
receipt of this letter.  If you have any questions or would 
like to discuss the terms of our offer, please do not hesitate 
to call me.


Sincerely,



/s/ Ronald E. Compton
_______________________
Ronald E. Compton



/s/ Richard L. Huber
_______________________
Accepted
Richard L. Huber




Enclosures: