SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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[ ] Definitive Proxy Statement 14a-6(e)(2))
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AETNA INC.
(Name of Registrant as Specified in Its Charter)
(Name of Persons Filing Proxy Statement, if Other Than the Registrant)
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The following materials may be used by Aetna Inc. as personal solicitation
materials in connection with the Aetna's 2002 Annual Meeting of Shareholders
scheduled for April 26, 2002.
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LOGO Aetna
LOGO Aetna
Today's Discussion
|X| Aetna's Businesses and Turnaround Efforts
|X| Corporate Governance
|X| Board of Directors, Nominees
Aetna Inc. April 2002
LOGO Aetna
Aetna's Turnaround Efforts
|X| Reformulate Senior Management Team
Shaping |X| Set a Strategic Direction
the New |X| Achieve Operational Excellence
|X| Organizing for Success
LOGO Aetna
|X| Strengthening our Balance Sheet
Aetna Inc. April 2002
LOGO Aetna
Aetna's Priorities for 2002
Return to Profitability
Achieve Operational Excellence
Position Aetna for Long-term Success
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Create Shareholder Value
Aetna Inc. April 2002
LOGO Aetna
Corporate Governance
|X| Board consists of an overwhelming majority of independent directors
|X| Board experienced and knowledgeable
|X| Fully independent Nominating and Corporate Governance Committee
periodically reviews corporate governance policies
|X| Corporate Governance carefully reviewed by the Board prior to the spin-off
and aligned with shareholder interests
Aetna Inc. April 2002
LOGO Aetna
Corporate Governance
|X| Corporate governance structure generally consistent with former Aetna
|X| Designed to foster shareholder interests, since these features can assist
the Board in protecting those interests, and help preserve turnaround
opportunity for shareholders
Aetna Inc. April 2002
LOGO Aetna
Temporary Classified Board
|X| Board currently divided into three classes, with one class elected each
year
|X| Beginning with 2004 annual meeting, all directors elected annually
|X| Designed to allow for turnaround opportunity without disruption following
spin-off
Aetna Inc. April 2002
LOGO Aetna
TIDE Shareholder Rights Plan
|X| Shareholder rights plan with 15% trigger threshold (in 1999 former Aetna
eliminated ability to lower threshold to 10%)
|X| Independent director TIDE review every three years (also put in place in
1999 by former Aetna)
Aetna Inc. April 2002
LOGO Aetna
Corporate Governance
|X| Affirmatively opted out of a number of the shareholder unfriendly
provisions of Pennsylvania law, including:
>> Statutory Put Right
>> Control Share Acquisition Law
>> Disgorgement Law
Aetna Inc. April 2002
LOGO Aetna
Board is Experienced, Knowledgeable and Overwhelmingly Independent
|X| 10 of 11 directors are independent
|X| In depth knowledge of Aetna's businesses and industry
|X| Diverse group, wealth of experience in Medicine, Health Care, Insurance,
large public corporations.
|X| Nominating and Corporate Governance Committee is fully independent
Aetna Inc. April 2002
LOGO Aetna
Aetna's Board of Directors
|X| Adequate checks and balances with current independent Board
|X| Providence nominee not needed to foster independence
|X| Members of Nominating and Corporate Governance Committee met with
Providence Capital to both consider their candidate and whether they had
any proposals that could help with the turnaround
Aetna Inc. April 2002
LOGO Aetna
Providence's Nominee
|X| Lacks experience at large, public companies
|X| Lacks healthcare insurance experience
|X| Does not fit the profile that our Nominating Committee would look for in
director candidates in an open Director search
|X| Providence offers no proposals to help with the Company's turnaround, but
does offer the potential to disrupt that process
|X| Current Board aligned with Management on the turnaround design, and
turnaround is at a critical stage
Aetna Inc. April 2002
LOGO Aetna
Aetna's Nominees
Ellen M. Hancock
Joseph P. Newhouse
Judith Rodin
>> Highly qualified, outside Directors
>> Collectively over 70 years experience in the healthcare field
Aetna Inc. April 2002
LOGO Aetna
Conclusion
|X| Aetna's Board is overwhelmingly independent, active and engaged
|X| Aetna's Board and new Management team agree on a new strategy
|X| Turnaround efforts are successfully underway
|X| Aetna's corporate governance is appropriate, particularly given its
turnaround strategy
|X| Providence focused on single issue; has no meaningful insight into
business or industry
|X| Providence's proxy contest would disrupt Board and could jeopardize our
turnaround efforts
|X| Shareholders should support the Company's experienced, independent
nominees
Aetna Inc. April 2002
LOGO Aetna
Additional Information;
Cautionary Statement
Aetna's 2002 Proxy Statement was filed with the Securities and Exchange
Commission on March 18, 2002 and mailed to Aetna's shareholders on or
about March 20, 2002. Aetna filed additional participant information with
the SEC on April 4, 2002. Aetna's shareholders should read these
materials, and any additional materials that Aetna files with the SEC,
because they contain important information relating to the 2002 Annual
Meeting. In addition, this presentation contains forward-looking
statements, including those regarding Aetna's performance and the status
of its turnaround. These represent management's best view of these
matters, although important risk factors, including unanticipated
increases in medical costs, could cause actual future results to differ
materially from those currently estimated by management. For more
discussion of important factors that could materially affect Aetna, please
see the risk factors discussed on pages 36-41 of Aetna's 2001 Annual
Report, Financial Report included with our 2002 Proxy Statement.
Aetna Inc. April 2002