TERM SHEET

                                      FOR

                         TRADEMARK LICENSING AGREEMENT





Parties



The parties to the Trademark Licensing Agreement shall be Spinco and Aetna.



Definitions



All capitalized terms used in this term sheet but not otherwise defined herein

shall have the meaning set forth in the Distribution Agreement, to which this

term sheet is an exhibit.



"Marks" shall mean the intellectual property set forth on Schedule 1 hereto.

(For the avoidance of doubt, all of the rights, title and interest in and to

the mark "Aeltus" will be assigned to Aetna pursuant to the Distribution

Agreement).



Grant of License



1.   Spinco will grant to Aetna a non-exclusive, transferable to the Aetna

     Group only, royalty-free right to use the Marks, on the terms set forth

     below and subject to the terms and conditions of the existing agreements

     between certain members of the Aetna/Spinco Groups and third parties set

     forth on Schedule 2 hereto (the "License").



2.   During the Term (as defined below), the Aetna Group and its Affiliates

     will be permitted to use the Marks in connection with the Aetna Business,

     in a manner consistent with the conduct of such business and with the use

     of such Marks as at the Distribution Date, provided, however, that

     Acquiror may, during the Initial Term, use the Marks in connection with

     the offering, sale and distribution of products of the Aetna Business

     together with products of Acquiror and its other Affiliates.



3.   During the Remaining Term, the Aetna Group and its Affiliates will be

     permitted to use the Marks solely in association with the trademarks set

     forth on Schedule 3 hereto in the combined format to be agreed upon by the

     parties and set forth in the Trademark Licensing Agreement (except in

     those instances where applicable law requires use of an entity's legal

     name, as, for example, in the issuance of annuity contracts).





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4.   Except as permitted by the proviso of Section 2 above, in no event shall

     any Mark be used (i) in connection with any other business of Acquiror or

     any of its Affiliates, or (ii) as a composite with another trademark

     (other than (a) in association with the trademarks set forth on Schedule 3

     hereto in the combined format to be set forth in the Trademark Licensing

     Agreement or (b) with the trademarks of Acquiror, and in the composite

     manner, as to which Spinco has given its prior written consent).



5.   Notwithstanding the grant or the terms of the License, Spinco and the

     Spinco Group shall retain the right to use the Marks during the Term in

     connection with any action or activity, subject to the restrictions set

     forth in Section 7.04 of the Distribution Agreement.



6.   During the Term, Spinco will not license the Marks in a manner which would

     conflict with the Aetna Business as such business is conducted at the

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