151 Farmington Avenue JEANNE M. HOLLISTER, FCAS, MAAA
Hartford, CT 06156-3203 Vice President
Investor Relations, RWAH
203-273-6184
Fax: 203-273-3971
April 1, 1994
Dear ____________:
I am enclosing for your information a copy of Aetna's 1994 Proxy Statement
which was issued on March 18. I would like to draw your attention to a
management proposal regarding long-term executive compensation which is
outlined on pages 24-30. The proposal was approved by Aetna's Board and is
being submitted to our shareholders for approval at the 1994 Annual Meeting
to be held April 29, 1994.
Aetna's objective is to implement a more effective total pay (base salary
and variable pay or bonuses) strategy through compensation programs that
are competitive, flexible and reward results that contribute to shareholder
value. One of the components of this strategy is the proposed 1994 Stock
Incentive Plan.
The 1994 Plan is designed to incent executives to achieve an ambitious
improvement in shareholder value. The Committee on Compensation and
Organization, which administers the Plan, has set a clear performance
target for the initial awards -- to have Aetna's total return to
shareholders place the Company in at least the top half of the 30-company
Dow Jones Insurance Industry Index (DJII) by 1996. This is a very
ambitious goal that can be met only if Aetna's businesses perform
extraordinarily well over time and the financial markets recognize our
achievements.
The proposed 1994 Plan achieves several important objectives:
- Executives are held accountable for Aetna's long-term performance.
- As we build Aetna for the future, we will be competitive for
needed executive talent.
- The Plan is inextricably tied to shareholder value.
- Over time, executive participants in the new program are expected
to own significant amounts of Aetna stock.
The Proxy Statement also includes a proposal for a new Director Stock Plan
(see pages 30 and 31 and Exhibit B). The purpose of the proposed Director
Stock Plan is to further enhance the long-term mutuality of interest
between Aetna's outside Directors and its shareholders by increasing the
Director's ownership interest in Aetna. We also believe that the Plan will
assist Aetna in attracting and retaining qualified outside Directors.
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April 1, 1994
I would very much be interested in your reaction to these proposals and
will call you sometime shortly to solicit your views and answer any
questions you may have about the Plans or other aspects of the Proxy
Statement.
Sincerely,
JEANNE M. HOLLISTER
___________________
Jeanne M. Hollister
Enclosure
[INSERT STOCKHOLDER ADDRESS]
DEAR STOCKHOLDER:
THE ANNUAL MEETING OF STOCKHOLDERS OF AETNA LIFE AND CASUALTY COMPANY IS
ONLY A FEW WEEKS AWAY.
OUR CURRENT RECORDS INDICATE THAT WE HAVE NOT YET RECEIVED YOUR PROXY.
SINCE TIME IS SHORT AND YOUR VOTE IS IMPORTANT, WE HAVE ESTABLISHED A METHOD
TO ENABLE YOU TO VOTE VIA TOLL-FREE PROXYGRAM.
IMPORTANT
TOLL-FREE TELEPHONE VOTING INSTRUCTIONS
INDEPENDENT OPERATORS ARE AVAILABLE TO ASSIST YOU NOW!
PLEASE FOLLOW THE SIMPLE STEPS LISTED BELOW:
1. CALL TOLL-FREE 1-800-___-____ ANYTIME, DAY OR NIGHT.
2. TELL THE OPERATOR THAT YOU WISH TO SEND A COLLECT PROXYGRAM TO I.D. NO.
____, AETNA LIFE AND CASUALTY COMPANY.
3. STATE YOUR NAME, ADDRESS AND TELEPHONE NUMBER.
4. STATE THE BANK OR BROKERAGE FIRM AT WHICH YOUR SHARES ARE HELD AS SHOWN
BELOW,
MR./MS. __________
BANK OR BROKER:
CONTROL NUMBER:
NUMBER OF SHARES:
5. STATE THE CONTROL NUMBER THAT APPEARS BELOW YOUR NAME IN NO. 4. BY GIVING
THE INFORMATION CALLED FOR BY ITEMS 3 TO 5, YOU INDICATE YOUR PRESENT
INTENTION TO AUTHENTICATE THE PROXY AS GENUINE AND EFFECTIVE, JUST AS IF
YOU HAD MANUALLY SIGNED AND RETURNED A PROXY CARD.
6. THE OPERATOR WILL READ THE FOLLOWING TEXT TO YOU. PLEASE INSTRUCT THE
OPERATOR HOW YOU WISH TO VOTE ON EACH PROPOSAL. YOUR PROXYGRAM VOTING
INSTRUCTIONS WILL BE ELECTRONICALLY TRANSMITTED TO YOUR BANK OR BROKER
WITHIN MINUTES BY THE USE OF PRINTERS OR FAX MACHINES AND WILL ENSURE THAT
YOUR VOTE WILL BE COUNTED.
7. AFTER YOU COMPLETE YOUR CALL, THE OPERATOR WILL CALL YOU BACK TO CONFIRM
YOUR PROXYGRAM.
EVEN IF YOU HAVE ALREADY RETURNED A PROXY, WE ASK THAT YOU TAKE A MOMENT
TO VOTE YOUR SHARES BY TOLL-FREE PROXYGRAM. THIS PROCEDURE WILL ENSURE THAT
YOUR VOTE IS RECEIVED PRIOR TO THE MEETING.
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE, PLEASE CONTACT YOUR BANK
OR BROKER OR CALL OUR PROXY SOLICITOR, KISSEL-BLAKE INC. AT THEIR TOLL-FREE
NUMBER 1-800-___-____.
<PAGE>
ON BEHALF OF THE ENTIRE BOARD OF DIRECTORS OF AETNA LIFE AND CASUALTY
COMPANY, I THANK YOU FOR YOUR CONSIDERATION AND SUPPORT.
JEAN M. WAGGETT
CORPORATE SECRETARY
PROXY
AETNA LIFE AND CASUALTY COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF AETNA'S BOARD OF DIRECTORS
THE UNDERSIGNED APPOINTS WALLACE BARNES, WILLIAM H. DONALDSON AND DAVID M.
RODERICK, AND EACH OF THEM, THE PROXIES OF THE UNDERSIGNED, WITH FULL POWER OF
SUBSTITUTION, TO VOTE THE SHARES OF THE UNDERSIGNED AT THE ANNUAL MEETING OF
SHAREHOLDERS OF AETNA LIFE AND CASUALTY COMPANY TO BE HELD APRIL 29, 1994 AND
AT ANY ADJOURNMENT THEREOF, AND DIRECTS SAID PROXIES TO VOTE AS SPECIFIED
HEREIN ON THE MATTERS SET FORTH IN THE NOTICE OF THE MEETING, AND IN THEIR
DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2, 3 AND 4.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.
FOR WITHHELD
1. ELECTION OF
DIRECTORS. ( ) ( )
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S):
________________________________________________________
NOMINEES:
WALLACE BARNES, RONALD E. COMPTON,
JOHN F. DONAHUE, WILLIAM H. DONALDSON,
BARBARA HACKMAN FRANKLIN, EARL G. GRAVES,
GERALD GREENWALD, MICHAEL H. JORDAN,
JACK D. KUEHLER, FRANK R. O'KEEFE, JR.,
DAVID M. RODERICK.
FOR AGAINST ABSTAIN
2. APPROVAL OF KPMG PEAT MARWICK
AS INDEPENDENT AUDITORS. ( ) ( ) ( )
3. APPROVAL OF 1994
STOCK INCENTIVE PLAN. ( ) ( ) ( )
4. APPROVAL OF 1994 ( ) ( ) ( )
NON-EMPLOYEE DIRECTOR
DEFERRED STOCK PLAN.
