<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
We, the undersigned Directors of Aetna Inc. (the "Company"), hereby severally
constitute and appoint Michele G. Kostin, Counsel, and Judith H. Jones, counsel,
and each of them individually, with full powers of substitution and
resubstitution, our true and lawful attorneys, with full power to them and each
of them to sign for us, in our names and in the capacities indicated below,
Registration Statements on Form S-8 to be filed with the Securities and Exchange
Commission, and any and all amendments to said Registration Statements
(including post-effective amendments), in connection with the registration under
the Securities Act of 1933, as amended of up to 39,710,581 Common Shares of the
Company under the Company's 2000 Stock Incentive Plan and the Non-Employer
Director Compensation Plan, and to file or cause to be filed the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as each of them might or could do in person, hereby
ratifying and confirming all that said attorneys, and each of them, or their
substitute or substitutes, shall do or cause to be done by virtue of this Power
of Attorney.
WITNESS our hands on this 18th day of December, 2000
<TABLE>
<CAPTION>
<S> <C>
/s/ Betsy Z. Cohen /s/ Gerald Greenwald
-------------------------------- ----------------------------
Betsy Z. Cohen, Director Gerald Greenwald, Director
/s/ Barbara Hackman Franklin /s/ Ellen M. Hancock
-------------------------------- ----------------------------
Barbara Hackman Franklin, Director Ellen M. Hancock, Director
-------------------------------- ----------------------------
Jeffrey E. Garten, Director Michael H. Jordan, Director
/s/ Jerome S. Goodman /s/ Jack D. Kuehler,
-------------------------------- ----------------------------
Jerome S. Goodman, Director Jack D. Kuehler, Director
/s/ Earl G. Graves /s/ Judith Rodin
-------------------------------- ----------------------------
Earl G. Graves, Director Judith Rodin, Director
</TABLE>
<PAGE> 2
EXHIBIT 24.1
POWER OF ATTORNEY
We, the undersigned Executive Officers of Aetna Inc. (the "Company"), hereby
severally constitute and appoint Michele G. Kostin, Counsel, and Judith H.
Jones, Counsel, and each of them individually, with full powers of substitution
and resubstitution, our true and lawful attorneys, with full power to them and
each of them to sign for us, in our names and in the capacities indicated below,
Registration Statements on Form S-8 to be filed with the Securities and Exchange
Commission, and any and all amendments to said Registration Statements
(including post-effective amendments), in connection with the registration under
the Securities Act of 1933, as amended, of up to 39,710,581 shares of Common
Stock of the Company under the Company's 2000 Stock Incentive Plan and the
Non-Employee Director Compensation Plan, and to file or cause to be filed the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as each of them might or could do in person, hereby
ratifying and confirming all that said attorneys, and each of them, or their
substitute or substitutes, shall do or cause to be done by virtue of this Power
of Attorney.
WITNESS our hands on this 18th day of December, 2000
/s/ Alan M. Bennett /s/ John W. Rowe
--------------------- -------------------------
Alan M. Bennett John W. Rowe
/s/ William H . Donaldson /s/ Alan J. Weber
--------------------- -------------------------
William H. Donaldson Alan J. Weber
