Aetna Receives Results Of Shareholder Vote

Shareholders overwhelmingly support Aetna’s Board nominees

HARTFORD, Conn., May 22, 2002 — Aetna Inc. (NYSE: ΑET) announced today that the independent inspectors of election have preliminarily certified the voting results from its 2002 Annual Meeting of Shareholders held on April 26, 2002.

In the vote count by IVS Associates, Inc., Aetna’s nominees received 98.8% of the votes cast for the election of directors at the Company’s Annual Meeting. Accordingly, all three Aetna nominees, Joseph P. Newhouse, Ellen M. Hancock and Judith Rodin, were reelected to the Board of Directors.

Dr. John W. Rowe, Chairman & Chief Executive Officer of Aetna, stated, “Though this proxy contest was an unfortunate distraction for the Company, we’re pleased that our shareholders overwhelmingly supported Aetna’s Board nominees. As we stated when the preliminary results were announced, we believe the vote further substantiates the fact that we have the right strategy, along with a strong management team and Board, to deliver results and to create shareholder value.”

In addition to the election of directors, Aetna’s shareholders also approved the appointment of KPMG LLP as the Company’s independent auditors for 2002 and approved Aetna’s new Employee Stock Purchase Plan. The shareholder proposal relating to cumulative voting was defeated.

With respect to the shareholder proposal regarding Aetna’s shareholder rights plan, which was not officially voted on, Rowe stated, “Shareholder rights plans are in place at a majority of large publicly held companies in the U.S. to protect shareholders in the event of an unfair or coercive takeover attempt. That said, however, we do take the views of our shareholders seriously – and based on indications of support for this proposal, our Board will review our rights plan and other features of our corporate governance this year.

Aetna is one of the nation's leading providers of health care and related group benefits, serving approximately 15.0 million health care members, 12.1 million dental members and 11.9 million group insurance customers, as of March 31, 2002. Information about Aetna is available at

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