ex-10.htm


    
      

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      10.1

     

    
      	
              

            	
              Interoffice
                Communication

               

              Elease
                E. Wright

              Senior
                Vice President

              Human
                Resources, RC3A

              (860)
                273-8371

              Fax:  (860)
                560-8721

               

            


    

    


    
      	
               

            	
              August
                6, 2007

            


    

    


    
      	
               

            	
              Craig
                R. Callen

            


    

    
      	
               

            	
              151
                Farmington Avenue

            


    

    
      	
               

            	
              Hartford,
                CT 06156

            


    

    


    Dear
      Mr.
      Callen:

    


    The
      purpose of this document is to confirm the agreement we have reached as a result
      of our discussions regarding your separation from service with Aetna
      Inc. and/or one or more of its affiliated and related entities
      (collectively, the “Company”).  The terms of the agreement are as
      follows:

    


    
      	
              1.

            	
              We
                have agreed that the last day of your employment will be November
                9, 2007.  We have agreed that you will
                work out of the Company’s Hartford office until August 31, 2007 and the
                Company’s New York office beginning September 1, 2007.  You will
                be on Paid Time Off (PTO) from October 22, 2007 through November
                9, 2007,
                thereby using all of your accrued
                PTO.

            


    

    


    
      	
              2.

            	
              From
                November 12, 2007 through
                November 7, 2008 (a period of 52 weeks)
                and subject to paragraph 15 of this Agreement, you will be paid salary
                continuation at your current annual salary of $620,000, in accordance
                with
                the Company’s customary payroll schedule (currently
                bi-weekly).  This is a benefit for which you would not otherwise
                be eligible under current Company plans and policies and is in lieu
                of any
                other separation benefits not specified in this
                Agreement.  However, if you obtain another position within the
                Company at any time before the conclusion of the salary continuation
                period, all payments and benefits under this Agreement will
                cease.

            


    

    


    
      	
              3.

            	
              In
                lieu of participation in or consideration for a 2007 performance
                bonus
                award, you will be paid a lump sum in the gross amount of $386,880,
                less
                tax withholdings and any other legally required
                deductions.  This payment represents a pro-rata award at target
                performance and will be made as soon as practicable after your separation
                from employment.

            


    

    


    
      	
              4.

            	
              You
                will be eligible for continuation of group medical and dental benefits
                during the first nine weeks of the salary continuation period at
                active
                employee rates.  Thereafter, you will be eligible for the
                continuation of group medical and dental benefits for the applicable
                COBRA
                period at regular COBRA rates.

            


    

    


    
      	
              5.

            	
              Vesting
                and exercise of stock options, stock appreciation rights and restricted
                stock units will be governed by the applicable agreements and
                plans.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              Page
                2

            


    

    


    
      	
              6.

            	
              In
                consideration for the Company’s agreement to provide the salary and
                benefits continuation described
                above,

            


    

    


    
      	
               

            	
              you
                (for yourself and any other person claiming or deriving a right from
                you)
                forever release and discharge the Company (and its current and former
                directors, employees, and agents) from any and all liability, claims,
                and
                demands and causes of action (by whatever name called and whether
                known or
                unknown) which you had, have, or may have, arising out
                of:

            


    

    

      
        	 	
                A.

              	
                your
                  employment with the Company;

              
	 	
                B.

              	
                the
                  cessation of such employment; or

              
	 	
                C.

              	
                any
                  act, omission, occurrence, or other matter related to such employment
                  or
                  cessation of employment, up to and including the date you sign
                  this
                  Agreement.

              


      

    

     

    
      	
               

            	
              This
                release includes, but is not limited to, claims and liabilities under
                the
                Americans with Disabilities Act, the Civil Rights Act of 1964, the
                Civil
                Rights Act of 1991, the Age Discrimination in Employment Act, the
                Employee
                Retirement Income Security Act of 1974 (ERISA), any other claims
                under
                federal, state, or local law, and claims for attorney’s fees, costs, and
                the like.  However, this release does not apply to pension or
                401(k) benefits vested as of the effective date of your last day
                of
                employment.

            


    

    


    
      	
               

            	
              Further,
                you promise that you will not institute any lawsuit or file a demand
                for
                arbitration against the Company or its current or former directors,
                employees or agents concerning any claim you have released
                above.  You agree that if you violate this promise, you will not
                be entitled to damages or any other relief, including costs and attorney’s
                fees.

            


    

    


    
      	
              7.

            	
              In
                further consideration for the Company’s agreement to provide the salary
                and benefits continuation described above, you promise
                that:

            


    

    


    
      	
               

            	
              A.

            	
              unless
                required by law, you will not, for yourself or any other person or
                entity,
                directly or indirectly, divulge, communicate or in any way make use
                of any
                confidential, sensitive, or proprietary information acquired in the
                performance of your service for the Company, without the prior written
                consent of an appropriate Company
                officer;

            


    

    


    
      	
               

            	
              B.

            	
              unless
                required by law, you will not disclose to any person or entity any
                information acquired in connection with, this Agreement, without
                the prior
                written consent of an appropriate Company officer, other than your
                legal,
                financial or career advisors, and the members of your immediate family,
                if
                they agree to maintain confidentiality;
                and

            


    

    


    
      	
               

            	
              C.

            	
              you
                shall provide assistance to and shall cooperate with the Company,
                upon its
                reasonable request and without additional compensation, with respect
                to
                matters within the scope of your duties and responsibilities during
                employment. (The Company agrees and acknowledges that it shall, to
                the
                maximum extent possible under then prevailing circumstances, coordinate
                (or cause an affiliate to coordinate) any such request with your
                other
                commitments and responsibilities to minimize the degree to which
                such
                request interferes with such commitments and
                responsibilities.)  The Company agrees that it will reimburse
                you for reasonable travel expenses (i.e., travel, meals, and lodging)
                that
                you may incur in providing assistance to the Company
                hereunder.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              Page
                3

            


    

    


    
      	
              8.

            	
              This
                Agreement shall not in any way be construed as an admission by the
                Company
                or any of its agents that they have acted wrongfully with respect
                to you
                or any other person.

            


    

    


    
      	
              9.

            	
              You
                represent that all documents and property of the Company, including
                those
                containing confidential, sensitive or proprietary information, have
                been
                returned to the Company.  In addition, you confirm that no
                charge, complaint or action filed by you or on your behalf against
                the
                Company or any of its agents exists in any forum or form.  If
                any such charge, complaint or action has been or is filed, you will
                not be
                entitled to damages or any other relief, including costs and attorney’s
                fees.

            


    

    


    
      	
              10.

            	
              The
                provisions of any prior written agreement between you and the Company,
                including stock option and long-term incentive compensation award
                agreements, regarding arbitration of employment-related disputes,
                cooperation with the Company, solicitation of company employees and/or
                others, and/or disclosure of confidential information shall remain
                in
                effect and are incorporated by reference into this
                Agreement.  In addition, you shall promptly notify the Company’s
                General Counsel if you are contacted by a regulatory or self-regulatory
                agency with respect to matters pertaining to the Company or by an
                attorney
                or other individual who informs you that he/she has filed, intends
                to
                file, or is considering filing a claim or complaint against the
                Company.

            


    

    


    
      	
              11.

            	
              If
                there is a prior written agreement between you and the Company regarding
                arbitration of employment-related disputes, the provisions of that
                agreement will apply to any claim or controversy with respect to
                compliance with or the interpretation of this
                Agreement.

            


    

    


    
      	
              12.

            	
              This
                Agreement shall be construed in accordance with the laws of
                Connecticut.  Any actions brought under this Agreement that are
                not required to be submitted to arbitration shall be exclusively
                brought
                in the state and federal courts in Connecticut.  Both parties
                hereto irrevocably consent to the personal jurisdiction of such
                courts.

            


    

    


    
      	
              13.

            	
              Notwithstanding
                any provision of this agreement to the contrary, to the extent that
                you
                are a “Specified Employee” within the meaning of Section 409A of the
                Internal Revenue Code and applicable regulations at the time of your
                separation from service, deferred compensation payments to which
                you would
                otherwise be entitled during the first six months following your
                separation of service shall be deferred and accumulated for a period
                of
                six months and paid in a lump sum on the first day of the seventh
                month
                with the seventh month’s payment.  In addition, no payment that
                constitutes deferred compensation may be
                accelerated.

            


    

    


    
      	
              14.

            	
              The
                entire agreement between you and the Company is set out in this Agreement
                or incorporated by reference.  No other promises or
                representations have been made, and there is no oral understanding
                or
                agreement between you and the Company that is not contained, or
                incorporated by reference, in this
                Agreement.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              Page
                4

            


    

    


    
      	
              15.

            	
              You
                acknowledge that you:

            


    

    


    
      	
               

            	
              A.

            	
              have
                been advised to consult an attorney before signing this Agreement
                and that
                you have had an opportunity to consult with an attorney of your
                choice;

            


    

    


    
      	
               

            	
              B.

            	
              have
                read this Agreement in its entirety, understand its terms and knowingly
                and voluntarily consent to its terms and conditions;
                and

            


    

    


    
      	
               

            	
              C.

            	
              have
                had the opportunity to consider the Agreement for at least 21 days
                and
                have elected to sign it on the date noted below; to the extent that
                this
                Agreement differs in any way, whether material or not, from any proposal
                previously communicated, verbally or in writing, to you, you have
                had
                sufficient time to consider this Agreement, and you waive any right
                you
                may have to additional time to review
                it.

            


    

    


    This
      Agreement will become effective on the eighth day following the day you execute
      it.  After signing both copies of this Agreement, please return one
      copy to me and retain a copy for your records.  You may revoke this
      Agreement at any time prior to its effective date by giving written notice
      to
      me.

    


    Aetna
      Inc.

    


    
      	
              By:

            	
              /s/
                Elease E. Wright

            	 	
              8/6/2007

            
	 	
              Elease
                E. Wright

            	 	
              Date

            
	 	
              Senior
                Vice President, Human Resources

            	 	 


    

    


    
      	
               

            	
              Agreed:

            


    

    


    
      	
              /s/
                Craig R. Callen

            	 	
              8/6/2007

            
	
              Craig
                R. Callen

            	 	
              Date