Form 8-K AETNA INC /PA/ For: Nov 10

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November 10, 2014 10:33 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section�13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported):

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November 10, 2014

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Aetna Inc.

(Exact name of registrant as specified in its charter)

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Pennsylvania (State or other jurisdiction of incorporation)	1-16095 (Commission File Number)	23-2229683 (IRS Employer Identification No.)
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151 Farmington Avenue, Hartford, CT (Address of principal executive offices)		06156 (Zip Code)
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Registrant's telephone number, including area code:		(860) 273-0123
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Former name or former address, if changed since last report:		N/A

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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�	�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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�	�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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�	�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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�	�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Section�1 Registrants Business and Operations

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Item�1.01

Entry into a Material Definitive Agreement.

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On November 10, 2014, Aetna Inc. (the Company) completed its previously announced offering of $750,000,000 aggregate principal amount of its 3.500% senior notes due 2024 (the Senior Notes) pursuant to a pricing agreement with Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule I thereto.

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In connection with the offering and sale of the Senior Notes, on November 10, 2014, a supplemental indenture of the Company was executed with U.S. Bank National Association, as successor-in-interest to State Street Bank and Trust Company, as trustee (the Trustee), to establish and designate the Senior Notes and the terms and characteristics of the Senior Notes (the Supplemental Indenture). The Supplemental Indenture was executed pursuant to the Senior Indenture dated as of March�2, 2001 between the Company and the Trustee (the Base Indenture). The Senior Notes will be issued pursuant to the Base Indenture, as supplemented by the Supplemental Indenture.

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The Company intends to use the net proceeds of the offering to redeem all of its outstanding 6.50% senior notes due 2018 and for general corporate purposes.

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The Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report, and the Base Indenture, which was filed as Exhibit 4.2 to the Registration Statement filed on December�2, 2011, are each incorporated by reference herein in response to this Item�1.01.

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Section�8 Other Events

Item�8.01

Other Events.

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A copy of the opinion of Davis Polk�& Wardwell LLP, special New York counsel to the Company, relating to the legality of the Senior Notes, is filed as Exhibit 5.1 to this Current Report. A copy of the opinion of Drinker Biddle�& Reath LLP, special Pennsylvania counsel to the Company, as to certain matters governed by Pennsylvania law, is filed as Exhibit 5.2 to this Current Report.

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Section�9 Financial Statements and Exhibits

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Item�9.01

Financial Statements and Exhibits.

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(d) Exhibits

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The following exhibits are filed as part of this Current Report:

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��4.1	��	Supplemental Indenture dated as of November 10, 2014 between Aetna Inc. and U.S. Bank National Association, as successor-in-interest to State Street Bank and Trust Company, as trustee, establishing and designating the Senior Notes
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��5.1	��	Opinion of Davis Polk & Wardwell LLP
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��5.2	��	Opinion of Drinker Biddle & Reath LLP
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23.1	��	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
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23.2	��	Consent of Drinker Biddle & Reath LLP (included in Exhibit 5.2)

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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�	�	�	�	�
�	AETNA INC. � �			�
Date: November 10, 2014	By:��	/s/ Rajan Parmeswar		�
�	�	Name: Rajan Parmeswar		�
�	�	Title:� Vice President, Controller and Chief �� Accounting Officer		�
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Exhibit Index

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� Exhibit Number	��	� Description
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4.1	��	Supplemental Indenture dated as of November 10, 2014 between Aetna Inc. and U.S. Bank National Association, as successor-in-interest to State Street Bank and Trust Company, as trustee, establishing and designating the Senior Notes
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5.1	��	Opinion of Davis Polk & Wardwell LLP
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5.2	��	Opinion of Drinker Biddle & Reath LLP
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23.1�	��	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
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23.2�	��	Consent of Drinker Biddle & Reath LLP (included in Exhibit 5.2)

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Exhibit 4.1

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SUPPLEMENTAL INDENTURE

dated as of November 10, 2014

among

AETNA INC.,

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

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3.500% Senior Notes due November 15, 2024

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TABLE OF CONTENTS

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Page

ARTICLE 1
Definitions
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Section 1.01.	Definitions	2
Section 1.02.	Section References	6
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ARTICLE 2
The Notes
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Section 2.01.	Issue of Notes	6
Section 2.02.	Stated Maturity	7
Section 2.03.	Notes Issuable as Global Securities	7
Section 2.04.	Interest and Payment	7
Section 2.05.	Payment of Principal, Premium and Interest	8
Section 2.06.	Optional Redemption	8
Section 2.07.	Change of Control Offer to Purchase	9
Section 2.08.	Applicability of Certain Provisions of the Base Indenture in Respect of the Notes	10
Section 2.09.	Registrar and Paying Agent	10
Section 2.10.	No Sinking Fund	10
Section 2.11.	Minimum Denominations	10
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ARTICLE 3
Miscellaneous
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Section 3.01.	Relation to Indenture	10
Section 3.02.	Continued Effect	10
Section 3.03.	Provisions Binding on Companys Successors	11
Section 3.04.	Certain Trustee Matters	11
Section 3.05.	Governing Law	11
Section 3.06.	Counterparts	11

Exhibit A Form of Security

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SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of November 10, 2014, between AETNA INC., a corporation duly organized and validly existing under the laws of the Commonwealth of Pennsylvania (the Company), having its principal office at 151 Farmington Avenue, Hartford, Connecticut 06156 and U.S. BANK NATIONAL ASSOCIATION, as successor-in-interest to State Street Bank and Trust Company, as trustee (the Trustee).

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RECITALS

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WHEREAS, the Company and the Trustee entered into a Senior Indenture dated as of March 2, 2001 (the Base Indenture, and as supplemented by this Supplemental Indenture, the Indenture) providing for the issuance from time to time of the Companys debentures, notes or other evidences of indebtedness (the Securities), to be issued in one or more series as in the Base Indenture provided;

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WHEREAS, Sections 201 and 301 of the Base Indenture provide that the Company and the Trustee may establish the terms of a new series of Securities in an indenture supplemental to the Base Indenture;

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WHEREAS, Section 901 of the Base Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Base Indenture, without the consent of any Holders, to eliminate any of the provisions of the Base Indenture in respect of a new series of Securities so established pursuant to Section 301 of the Base Indenture;

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WHEREAS, pursuant to resolutions adopted by the Board of Directors of the Company on January 31, 2014 and the Delegation of Authority of Mark T. Bertolini, Chairman, Chief Executive Officer and President of the Company, dated October 31, 2014 (collectively, the Company Resolutions), the Company has approved to be established a new series of Securities, designated as its 3.500% Senior Notes due November 15, 2024 (the Notes) as in this Supplemental Indenture provided; and

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WHEREAS, all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms and to make the Notes, when executed, authenticated and delivered by the Company, the valid, binding and enforceable obligations of the Company have been done and performed.

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NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

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ARTICLE 1

Definitions

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Section 1.01.��Definitions.

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(a)��Capitalized terms used herein and not otherwise defined herein have the respective meanings assigned to them in the Base Indenture.

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(b)��The following terms shall have the meanings assigned to them in this Section 1.01(b):

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Base Indenture has the meaning stated in the first recital of this Supplemental Indenture.

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Below Investment Grade Rating Event means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the earlier of (1) the occurrence of a Change of Control and (2) public notice of the Companys intention to effect a Change of Control, in each case until the end of the 60-day period following the earlier of (1) the occurrence of a Change of Control and (2) public notice of the Companys intention to effect a Change of Control; provided, however, that if (i) during such 60-day period one or more Rating Agencies has publicly announced that it is considering the possible downgrade of the Notes, and (ii) a downgrade by each of the Rating Agencies that has made such an announcement would result in a Below Investment Grade Rating Event, then such 60-day period shall be extended for such time as the rating of the Notes by any such Rating Agency remains under publicly announced consideration for possible downgrade to a rating below an Investment Grade Rating and a downgrade by such Rating Agency to a rating below an Investment Grade Rating could cause a Below Investment Grade Rating Event. Notwithstanding the foregoing, a rating event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Companys or the Trustees request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the rating event).

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Change of Control means the occurrence of any of the following: (1)�direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries

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taken as a whole to any person (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its subsidiaries becomes the beneficial owner, directly or indirectly, of more than 50% of the then�outstanding number of shares of the Companys voting stock; or (3) the first day on which a majority of the members of the Companys Board of Directors are not Continuing Directors; provided, however, that a transaction will not be deemed to involve a Change of Control if (A) the Company becomes a wholly owned subsidiary of a holding company and (B)(x) the holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of the Companys voting stock immediately prior to that transaction or (y) immediately following that transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company. For purposes of this definition, voting stock means capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of the Company, even if the right to vote has been suspended by the happening of such a contingency.

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Change of Control Offer has the meaning stated in Section 2.07(a) of this Supplemental Indenture.

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Change of Control Payment has the meaning stated in Section 2.07(a) of this Supplemental Indenture.

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Change of Control Payment Date has the meaning stated in Section 2.07(a) of this Supplemental Indenture.

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Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

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Company means the Person named as the Company in the first paragraph of this Supplemental Indenture until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter Company shall mean such successor Person.

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Company Resolutions has the meaning stated in the fourth recital of this Supplemental Indenture.

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calculated as if the Stated Maturity of the Notes were August 15, 2024 (the Remaining Life) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of the Notes to be redeemed.

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Comparable Treasury Price means, with respect to any Redemption Date for any Notes, the average of all Reference Treasury Dealer Quotations obtained.

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Continuing Directors means, as of any date of determination, any member of the Board of Directors of the Company who (1) was a member of the Board of Directors of the Company on the date of the issuance of the Notes; or (2) was nominated for election or elected to the Board of Directors of the Company with the approval of a majority of the Continuing Directors who were members of such Board of Directors of the Company at the time of such nomination or election (either by specific vote or by approval of the Companys proxy statement in which such member was named as a nominee for election as a director).

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DTC means The Depository Trust Company.

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Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute thereto.

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Fitch means Fitch Ratings Inc.

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Indenture has the meaning stated in the first recital of this Supplemental Indenture.

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Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

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Investment Grade Rating means a rating by Moodys equal to or higher than Baa3 (or the equivalent under any successor rating category of Moodys), a rating by S&P equal to or higher than BBB- (or the equivalent under any successor rating category of S&P), a rating by Fitch equal to or higher than BBB- (or the equivalent under any successor rating category of Fitch), and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company under the circumstances permitting the Company to select a replacement agency and in the manner for selecting a replacement agency, in each case as set forth in the definition of Rating Agencies.

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Moodys means Moodys Investors Service, Inc.

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Notes has the meaning stated in the fourth recital of this Supplemental Indenture.

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Primary Treasury Dealer has the meaning stated in the definition of Reference Treasury Dealer in this Section 1.01(b).

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Rating Agencies means (1) Moodys, S&P and Fitch; and (2) if any or all of Moodys, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Companys control, a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, that the Company selects (pursuant to a resolution of the Companys Board of Directors) as a replacement agency for any of Moodys, S&P or Fitch, or all of them, as the case may be.

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Reference Treasury Dealer means each of Barclays Capital Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC.��If any Reference Treasury Dealer ceases to be a primary U.S. government securities dealer in the United States (a Primary Treasury Dealer), the Company shall substitute another Primary Treasury Dealer for that dealer.

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Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding the Redemption Date.

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Remaining Life has the meaning stated in the definition of Comparable Treasury Issue in this Section 1.01(b)

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Securities has the meaning stated in the first recital of this Supplemental Indenture and more particularly means any Securities authenticated and delivered under the Indenture, including, without limitation, the Notes.

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S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc.

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Supplemental Indenture has the meaning stated in the first paragraph of this instrument.

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Treasury Rate means, with respect to any Redemption Date for any portion of the Notes,

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the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H.15(519) or any

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successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life for the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month), or

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if the release referred to in the previous bullet (or any successor release) is not published during the week preceding the calculation date or does not contain the yields referred to above, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.

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The Treasury Rate will be calculated on the third Business Day preceding the Redemption Date.

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Trustee means the Person named as the Trustee in respect of the Notes in the first paragraph of this Supplemental Indenture until a successor Trustee in respect of the Notes shall have become such pursuant to the applicable provisions of the Indenture, and thereafter Trustee shall mean or include such Person who is then a Trustee in respect of the Notes.

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Section 1.02.��Section References.��Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to this Supplemental Indenture.��Each reference to a particular section of the Base Indenture shall refer to that particular section of the Base Indenture.

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ARTICLE 2

The Notes

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Section 2.01.��Issue of Notes.��The Notes shall be issued as a series of Securities under the Base Indenture as supplemented by this Supplemental Indenture, which series shall be known and designated as the 3.500% Senior Notes due November 15, 2024 of the Company.��The Notes shall be unsecured.��The Notes shall be executed, authenticated and delivered in accordance with the

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provisions of the Indenture.��The aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture is initially limited to $750,000,000 (except for such Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Base Indenture and except for any Notes which, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered thereunder).��Additional Notes may be authenticated and delivered from time to time as contemplated in Section 301 of the Base Indenture; provided that if the additional Notes are not fungible with the Notes for United States Federal income tax purposes, the additional Notes will have a separate CUSIP number.��The entire amount of Notes may immediately be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered to or upon the order of the Company pursuant to Section 303 of the Base Indenture.

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Section 2.02.��Stated Maturity.��The Stated Maturity of the principal of the Notes shall be November 15, 2024.

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Section 2.03.��Notes Issuable as Global Securities.

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(a)��The Notes shall be issued in the form of one or more Global Securities registered in the name of DTC or its nominee, to be deposited with, or on behalf of, DTC, New York, New York.

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(b)��The Notes shall be in such form or forms as may be approved by the officers of the Company as provided in the Company Resolutions, such approval to be evidenced by any such officers manual or facsimile signature on the Notes, provided that such form or forms of the Notes are not inconsistent with the requirements of the Indenture or the Company Resolutions and are substantially in the form or forms attached hereto as Exhibit A.

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Section 2.04.��Interest and Payment.��The Notes shall bear interest at the rate of 3.500% per annum, which will accrue from November 10, 2014, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on May 15 and November 15 in each year, commencing May 15, 2015, to the Person in whose name the Notes (or one or more predecessor Notes) are registered at the close of business on the Regular Record Date next preceding the Interest Payment Date.��Each May 15 and November 15 shall be an Interest Payment Date for the Notes, and the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date shall be the Regular Record Date for the interest payable on such Interest Payment Date.��In any case where any Interest Payment Date is not a Business Day, then payment of interest may be made on the next succeeding Business Day without any additional amount being payable in respect of any delay.

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Section 2.05.��Payment of Principal, Premium and Interest.��Payment of the principal of and premium, if any, and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, City of New York; provided, however, that at any time that the Notes are not represented by Global Securities, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

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Section 2.06.��Optional Redemption.

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(a)��At any time prior to August 15, 2024, the Notes will be redeemable upon not less than 15 calendar days nor more than 60 calendar days notice by mail, in whole or in part, at the election of the Company, at a Redemption Price equal to the greater of:

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(i)��100% of the principal amount of the Notes being redeemed, or

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(ii)��the sum of the present value of (x) 100% of the principal amount of the Notes being redeemed and (y) all required remaining scheduled interest payments due on the Notes being redeemed, in each case calculated as if the Stated Maturity of the Notes were August 15, 2024, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points,

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plus, in each case, any interest accrued but not paid to the Redemption Date.

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(b)��At any time on or after August 15, 2024, the Notes will be redeemable upon not less than 15 calendar days nor more than 60 calendar days notice by mail, in whole or in part, at the election of the Company, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus any interest accrued but not paid to the Redemption Date.

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(c)��Notice of any redemption will be mailed at least 15 calendar days but no more than 60 calendar days before the Redemption Date to each holder of the Notes to be redeemed.

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(d)��Unless the Company defaults in payment of the Redemption Price, interest will cease to accrue on the Notes or the portions of the Notes called for redemption on and after the Redemption Date.

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Section 2.07.��Change of Control Offer to Purchase.

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(a)��If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Notes in full pursuant to Section 2.06, the Company will make an offer to each Holder of Notes (the Change of Control Offer) to repurchase any and all (equal to $2,000 or an integral multiple of $1,000) of such Holders Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, thereon, to the date of repurchase (the Change of Control Payment). Within 30 days following any Change of Control Triggering Event, the Company will mail a notice to Holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice (the Change of Control Payment Date), which date will be no less than 30 days and no more than 60 days from the date such notice is mailed, pursuant to the procedures required by the Notes and described in such notice.

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(b)��The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control repurchase provisions of the Notes by virtue of such conflicts.

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(c)��The Company will not be required to offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases on the applicable date all Notes properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes unless the Company promptly makes an offer to repurchase the Notes at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third partys scheduled Change of Control Payment Date.

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(d)��On the Change of Control Payment Date, the Company will, to the extent lawful:

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(i)��accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

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(ii)��deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of each Note or portion of a Note properly tendered; and

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(iii)��deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an officers certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.

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Section 2.08.��Applicability of Certain Provisions of the Base Indenture in Respect of the Notes.

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(a)��The Event of Default specified in Section 501(5) of the Base Indenture shall not apply to the Notes.

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(b)��Section 1005 of the Base Indenture shall not apply to the Notes.

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(c)��The second line of Section 1104 of the Base Indenture is hereby amended to replace 30 with 15 for purposes of the Notes.

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Section 2.09.��Registrar and Paying Agent.��U.S. Bank National Association shall act as Paying Agent and registrar with respect to the Notes.

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Section 2.10.��No Sinking Fund.��The Company shall not be obligated to redeem or purchase the Notes pursuant to any sinking fund or analogous provision, or at the option of any Holder thereof, except as provided in Section 2.07 of this Supplemental Indenture.

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Section 2.11.��Minimum Denominations.��The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and any multiple of $1,000 in excess thereof.

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ARTICLE 3

Miscellaneous

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Section 3.01.��Relation to Indenture.��This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby.

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Section 3.02.��Continued Effect. Except as expressly supplemented and amended by this Supplemental Indenture, the Base Indenture shall continue in full

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force and effect in accordance with the provisions thereof, and the Base Indenture is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.

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Section 3.03.��Provisions Binding on Companys Successors.��All of the covenants, stipulations, promises and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns whether so expressed or not.

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Section 3.04.��Certain Trustee Matters.

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(a)��The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.

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(b)��The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the Notes or the proper authorization or the due execution hereof or thereof by the Company.

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Section 3.05.��Governing Law.��This Supplemental Indenture and the Notes shall be governed by and construed in accordance with the internal laws of the State of New York.

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Section 3.06.��Counterparts.��This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

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[signatures follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

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AETNA INC., as the Company			�
�			�
�			�
�	�	�	�
By:	/s/ David Buda		�
�	Name:	David Buda	�
�	Title:	Vice President, Finance and Treasurer	�

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U.S. BANK NATIONAL ASSOCIATION, as Trustee			�
�			�
�			�
�	�	�	�
By:	/s/ David J. Ganss		�
�	Name:	David J. Ganss	�
�	Title:	Vice President	�

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Exhibit A

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Form of Security

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THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.��THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.��EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

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Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to Aetna Inc. or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

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AETNA INC.

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3.500% SENIOR NOTE DUE 2024

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CUSIP: 00817Y AQ1

ISIN: US00817YAQ17

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No. 2024-[�]

$[�]

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AETNA INC., a Pennsylvania corporation (herein called the Company), which term includes any successor Person under the Indenture hereinafter referred to, for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [��]��Dollars ($[�]) upon presentation and surrender of this Security on November 15, 2024, and to pay interest thereon from November 10, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually

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on May 15 and November 15 in each year, commencing May 15, 2015, at the rate of 3.500% per annum until the principal hereof is paid or made available for payment.��The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.��Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10�calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.��In any case where any Interest Payment Date is not a Business Day, then payment of interest may be made on the next succeeding Business Day without any additional amount being payable in respect of any delay.

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Payment of the principal of and premium, if any, and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

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Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.��Such provisions include, without limitation, provisions relating to redemption of this Security by the Company.

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Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

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Dated: November 10, 2014

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AETNA INC.			�
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By:	�		�
�	Name:	David Buda	�
�	Title:	Vice President, Finance and Treasurer	�

[SEAL]

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Attest:

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Judith H. Jones

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TRUSTEES CERTIFICATE OF AUTHENTICATION

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This is one of the Securities of the series designated under, and referred to in, the within-mentioned Indenture.

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U.S. BANK NATIONAL ASSOCIATION, as Trustee			�
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By:	�		�
�	Authorized Officer		�

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(Back of Security)

This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under a Senior Indenture, dated as of March 2, 2001 (herein called the Base Indenture), between the Company, as issuer, and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), as supplemented by the Supplemental Indenture dated as of November 10, 2014, between the Company and the Trustee (together with the Base Indenture, the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.��This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $750,000,000, subject to future issuances of additional Securities pursuant to Section 301 of the Base Indenture.

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1.�	Optional Redemption.

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At any time prior to August 15, 2024, the Securities of this series are subject to redemption upon not less than 15 calendar days nor more than 60 calendar days notice by mail, in whole or in part, at the election of the Company, at a Redemption Price equal to the greater of:

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100% of the principal amount of the Securities being redeemed, or

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the sum of the present value of (x) 100% of the principal amount of the Securities being redeemed and (y) all required remaining scheduled interest payments due on the Securities being redeemed, in each case calculated as if the Stated Maturity of such Securities were August 15, 2024, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points,

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plus, in each case, any interest accrued but not paid to the Redemption Date.

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At any time on or after August 15, 2024, the Securities of this series are subject to redemption upon not less than 15 calendar days nor more than 60 calendar days notice by mail, in whole or in part, at the election of the Company, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed plus any interest accrued but not paid to the Redemption Date.

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Treasury Rate means, with respect to any Redemption Date for any portion of the Securities of this series,

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the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H.15(519) or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life for the Securities of this series, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month), or

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The Treasury Rate will be calculated on the third Business Day preceding the Redemption Date.

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Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Securities of this series to be redeemed, calculated as if the Stated Maturity of such Securities were August 15, 2024 (the Remaining Life) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of the Securities of this series to be redeemed.

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Comparable Treasury Price means, with respect to any Redemption Date for any Securities of this series, the average of all Reference Treasury Dealer Quotations obtained.

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Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

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Notice of any redemption will be mailed at least 15 calendar days but no more than 60 calendar days before the Redemption Date to each Holder of the Securities of this series to be redeemed. The second line of Section 1104 of the Base Indenture is amended to replace 30 with 15 for purposes of the Securities of this series.

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Unless the Company defaults in payment of the Redemption Price, interest will cease to accrue on the Securities of this series or the portions of the Securities of this series called for redemption on and after the Redemption Date.

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If this Security is redeemed in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

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2.�	Change of Control.

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If a Change of Control Triggering Event occurs with respect to the Securities of this series, unless the Company has exercised its right to redeem the Securities of this series in full, as described under Optional Redemption above, the Company will make an offer to each Holder of the Securities of this series (the Change of Control Offer) to repurchase any and all (equal to $2,000 or an integral multiple of $1,000) of such Holders Securities of this series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Securities of this series to be repurchased plus accrued and unpaid interest, if any, thereon, to the date of repurchase (the Change of Control Payment). Within 30 days following any Change of Control Triggering Event with respect to the Securities of this series, the Company will mail a notice to Holders of the Securities of this series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Securities of this series on the date specified in the notice (the Change of Control Payment Date), which date will be no less than 30 days and no more than 60

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days from the date such notice is mailed, pursuant to the procedures required hereby and described in such notice.

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The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended from time to time, and any successor statute thereto (the Exchange Act), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities of this series as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the Securities of this series, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control repurchase provisions of the Securities of this series by virtue of such conflicts.

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The Company will not be required to offer to repurchase the Securities upon the occurrence of a Change of Control Triggering Event with respect to the Securities of this series if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases on the applicable date all Securities of this series properly tendered and not withdrawn under its offer; provided that for all purposes of the Securities of this series and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Securities of this series unless the Company promptly makes an offer to repurchase the Securities of this series at 101% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third partys scheduled Change of Control Payment Date.

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On the Change of Control Payment Date, the Company will, to the extent lawful:

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accept or cause a third party to accept for payment all Securities of this series or portions of Securities of this series properly tendered pursuant to the Change of Control Offer;

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deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of each Security of this series or portion of a Security of this series properly tendered; and

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deliver or cause to be delivered to the Trustee the Securities of this series properly accepted, together with an officers certificate

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stating the aggregate principal amount of Securities of this series or portions of Securities of this series being purchased.

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Below Investment Grade Rating Event means the Securities of this series are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the earlier of (1) the occurrence of a Change of Control and (2) public notice of the Companys intention to effect a Change of Control, in each case until the end of the 60-day period following the earlier of (1) the occurrence of a Change of Control and (2) public notice of the Companys intention to effect a Change of Control; provided, however, that if (i) during such 60-day period one or more Rating Agencies has publicly announced that it is considering the possible downgrade of the Securities of this series, and (ii) a downgrade by each of the Rating Agencies that has made such an announcement would result in a Below Investment Grade Rating Event, then such 60-day period shall be extended for such time as the rating of the Securities of this series by any such Rating Agency remains under publicly announced consideration for possible downgrade to a rating below an Investment Grade Rating and a downgrade by such Rating Agency to a rating below an Investment Grade Rating could cause a Below Investment Grade Rating Event. Notwithstanding the foregoing, a rating event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Companys or the Trustees request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the rating event).

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Change of Control means the occurrence of any of the following: (1) direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any person (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its subsidiaries becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Companys voting stock; or (3) the first day on which a majority of the members of the Companys Board of Directors are not Continuing Directors; provided, however, that a transaction will not be deemed to involve a Change of Control if (A) the Company becomes a

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wholly owned subsidiary of a holding company and (B)(x) the holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of the Companys voting stock immediately prior to that transaction or (y) immediately following that transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company. For purposes of this definition, voting stock means capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of the Company, even if the right to vote has been suspended by the happening of such a contingency.

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Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

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Continuing Directors means, as of any date of determination, any member of the Board of Directors of the Company who (1) was a member of the Board of Directors of the Company on the date of the issuance of the Securities of this series; or (2) was nominated for election or elected to the Board of Directors of the Company with the approval of a majority of the Continuing Directors who were members of such Board of Directors of the Company at the time of such nomination or election (either by specific vote or by approval of the Companys proxy statement in which such member was named as a nominee for election as a director).

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Fitch means Fitch Ratings Inc.

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Moodys means Moodys Investors Service, Inc.

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Rating Agencies means (1) Moodys, S&P and Fitch; and (2) if any or all of Moodys, S&P or Fitch ceases to rate the Securities of this series or fails to make a rating of the Securities of this series publicly available for reasons outside of the Companys control, a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, that the Company selects (pursuant to a resolution of the Companys Board of Directors) as a

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replacement agency for any of Moodys, S&P or Fitch, or all of them, as the case may be with respect to the Securities of this series.

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S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc.

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3.�	Certain Covenants.

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The Indenture contains certain covenants that, among other things, limit the ability of the Company to consolidate, merge or sell all or substantially all of its assets.��These covenants are subject to a number of important qualifications and exceptions.��Section 1005 of the Base Indenture, including, without limitation, the limitation on liens on the Common Stock of Principal Subsidiaries set forth therein, does not apply to the Securities of this series.

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4.�	Events of Default.

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If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.��The Event of Default set forth in Section 501(5) of the Base Indenture, including, without limitation, the cross-acceleration provisions thereof, does not apply to the Securities of this series.

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5.�	Amendment, Modification and Waiver.

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The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected.��The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.��Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

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6.�	Other Matters.

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No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

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As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or such Holders attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

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The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any multiple of $1,000 in excess thereof.��As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

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No service charge shall be made for any such registration of transfer or exchange of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 of the Base Indenture not involving any transfer.

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Prior to due and proper presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

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The Indenture provides that the Company, at the Companys option, (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated Securities, maintain paying agencies and hold moneys for payment in trust) or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company deposits, in trust, with the Trustee money or U.S. Government Obligations which through the payment of interest thereon

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and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and premium, if any, and interest on, the Securities on the dates such payments are due in accordance with the terms of such Securities, and certain other conditions are satisfied.

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No recourse shall be had for the payment of the principal of and premium, if any, or interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer, employee, agent or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

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All terms used in this Security which are defined in the Indenture shall have the respective meanings assigned to them in the Indenture.

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�		New York Menlo Park Washington DC S�o Paulo London	Paris Madrid Tokyo Beijing Hong Kong
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Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017	212 450 4000 tel 212 701 5800 fax �	�

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November�10, 2014

The Board of Directors

Aetna Inc.

151 Farmington Avenue

Hartford, Connecticut 06156

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Ladies and Gentlemen:

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Aetna Inc., a Pennsylvania corporation (the Company) has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-178272) (the Registration Statement) for the purpose of registering under the Securities Act of 1933, as amended (the Securities Act), certain securities, including $750,000,000 aggregate principal amount of the Companys 3.500% Senior Notes due November 15, 2024 (the Securities).��The Securities are to be issued pursuant to the provisions of the Senior Indenture dated as of March 2, 2001 (the Base Indenture) between the Company and U.S. Bank National Association, successor-in-interest to State Street Bank and Trust Company, as trustee (the Trustee), as supplemented by a supplemental indenture to be dated as of November 10, 2014 (together with the Base Indenture, the Indenture) between the Company and the Trustee, and to be sold pursuant to the Pricing Agreement dated as of November 3, 2014 (the Pricing Agreement) among the Company and the several underwriters named in Schedule I thereto (the Underwriters).

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We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

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In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof reviewed by us, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

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Aetna Inc. Board of Directors

November�10, 2014

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Based on the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when the Securities have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Pricing Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally and the rights and remedies of creditors of insurance companies generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.

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In connection with the opinion expressed above, we have assumed that (i) the Registration Statement became effective upon filing with the Commission and such effectiveness shall not have been terminated or rescinded; (ii) the Indenture and the Securities are valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company); and (iii) there shall not have occurred any change in law affecting the validity or enforceability of the Securities.��We have also assumed that the execution, delivery and performance of the Indenture and the Securities by the Company will not violate any applicable law or public policy or result in a violation of any provision of any instrument or agreement then binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company.

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We are members of the Bar of the State of New York, and the foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States of America.��Insofar as the foregoing opinion involves matters governed by the laws of the Commonwealth of Pennsylvania, we have relied, without independent inquiry or investigation, on the opinion of even date herewith of Drinker Biddle & Reath LLP, special Pennsylvania counsel for the Company, to be filed as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof.

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We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption Validity of the Notes in the prospectus supplement which is a part of the Registration Statement.��In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

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Very truly yours,

/s/ Davis Polk & Waldwell

Davis Polk & Waldwell

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Exhibit 5.2

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Law�Offices � One Logan Square, Ste. 2000 Philadelphia, PA 19103-6996 � �(215) 988-2700 phone �(215) 988-2757 fax www.drinkerbiddle.com � CALIFORNIA DELAWARE ILLINOIS NEW JERSEY NEW YORK PENNSYLVANIA WASHINGTON D.C. WISCONSIN � � � � � � � � � � � � � � � � � � � � Established 1849	� November 10, 2014 Barclays Capital LLC Citigroup Global Markets Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC as Representatives of the several Underwriters named in Schedule I to the Pricing Agreement hereinafter described Ladies and Gentlemen: We have acted as special Pennsylvania counsel to Aetna Inc., a Pennsylvania corporation (the Company), in connection with the execution and delivery of, and the closing held today under, the Underwriting Agreement dated May 1, 2012 (the Underwriting Agreement) among the Company and Barclays Capital LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several Underwriters (the Underwriters) named in Schedule I of the Pricing Agreement dated November 3, 2014 (the Pricing Agreement) among the Company and the Underwriters, providing, collectively, for the issuance and sale by the Company of its 3.500% Senior Notes due November 15, 2024 in the aggregate principal amount of $750,000,000 (the 2024 Notes).��We understand that the 2024 Notes are being issued and sold pursuant to the Companys Registration Statement on Form S-3 (File No. 333-178272) (the Registration Statement) filed with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act), the prospectus dated December 2, 2011, included therein, the preliminary prospectus supplement dated November 3, 2014 and the final prospectus supplement dated November 10, 2014 to the prospectus included in the Registration Statement, each as filed with the Commission pursuant to Rule 424(b) under the Securities Act.��This opinion is being delivered to you at the request of the Company pursuant to Section 9(d) of the Underwriting Agreement.��Capitalized terms not defined herein have the meanings specified in the Underwriting Agreement. � For purposes of this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Underwriting Agreement, the Pricing Agreement, the Indenture, the Supplemental Indenture, the form of the 2024 Notes, the Amended and Restated Articles of Incorporation and Amended and Restated By-laws of the Company, and such corporate records and other agreements, instruments and documents and such certificates of the Company or comparable documents of public officials and officers and representatives of the Company, have made such inquiries of such officers and representatives of the Company and have considered such matters of law as we have deemed appropriate as the basis of the opinions hereinafter set forth.��In all such examinations, we have assumed the genuineness of signatures, the authenticity of documents submitted to us as originals, the conformity to authentic original documents of documents submitted to us as copies, and the accuracy and completeness of all records and other information made available to us by the Company.��We have also assumed that you and each of the Underwriters have acted in good faith and without notice of any fact that has

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Barclays Capital LLC

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

as Representatives of the

several Underwriters

November 10, 2014

Page 2

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caused you or any of the Underwriters to reach any conclusion contrary to any of the opinions stated in this letter.

As to questions of fact material to this opinion, we have relied upon the accuracy of certificates and other comparable documents of officers and representatives of the Company, upon statements made to us in discussions with the Companys management and upon certificates of public officials. Except as otherwise expressly indicated, we have not undertaken any independent investigation of factual matters.

The opinion in paragraph 1 concerning the corporate existence of the Company is based on a certificate dated November 3, 2014 from the Pennsylvania Department of State.

We express no opinion as to the effect on the following opinions of (a) the laws of any jurisdiction other than the laws of the Commonwealth of Pennsylvania, (b) any state securities laws or blue sky laws, or (c) any insurance, insurance holding company or insurance securities laws. Without limiting the generality of the foregoing, we give no opinion as to any federal securities laws.

Based on the foregoing, and subject to the qualifications, limitations and assumptions stated herein, we advise you that, in our opinion:

1. The Company has been duly incorporated and remains validly subsisting as a corporation under the laws of the Commonwealth of Pennsylvania.

2. The Underwriting Agreement and the Pricing Agreement have been duly authorized, executed and delivered by the Company.

3. The 2024 Notes have been duly authorized by the Company; assuming the due authentication of the 2024 Notes by the Trustee, the 2024 Notes have been duly issued, executed and delivered by the Company.

4. The Indenture and the Supplemental Indenture have been duly authorized, executed and delivered by the Company.

5. The issuance and sale of the 2024 Notes and the performance by the Company of its obligations under the 2024 Notes, the Indenture, the Supplemental Indenture, the Underwriting Agreement and the Pricing Agreement will not result in any violation of (i) the provisions of the Amended and Restated Articles of Incorporation or the Amended and Restated By-Laws of the Company, or (ii) any statute of the Commonwealth of Pennsylvania or any order, rule or regulation known to us of any court or governmental agency or body of the Commonwealth

�

Barclays Capital LLC

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

as Representatives of the

several Underwriters

November 10, 2014

Page 3

�

of Pennsylvania having jurisdiction over the Company or any of its properties, except, with respect to clause (ii), such violations as would not have a material adverse effect on the financial condition of the Company and its subsidiaries taken as a whole and would not have a material adverse effect on the issuance or sale of the 2024 Notes.

6. Under the laws of the Commonwealth of Pennsylvania, no consent, approval, authorization, order, registration, filing or qualification of or with any court or governmental agency or body is required for the issuance and sale of the 2024 Notes in accordance with the Indenture, the Supplemental Indenture, the Underwriting Agreement and the Pricing Agreement except for such consents, approvals, authorizations, orders, registrations, filings or qualifications that, if not obtained, would not have a material adverse effect on the financial condition of the Company and its subsidiaries taken as a whole.

Sullivan & Cromwell LLP and Davis Polk & Wardwell LLP may rely on this opinion as if addressees hereon for the purposes of their opinions dated November 10, 2014 and delivered to you. We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to the reference to our name under the caption Validity of the Notes in the prospectus supplement which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. We further advise you that the opinions given herein are given as of the date hereof, limited by facts, circumstances and laws in effect as of such date, and that by rendering these opinions we undertake no obligation to advise you with respect to any changes therein.

�

Very truly yours,

�

/s/ Drinker Biddle & Reath LLP

DRINKER BIDDLE & REATH LLP

�

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Form 8-K AETNA INC /PA/ For: Nov 10

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