LETTER AGREEMENT



 






Exhibit 10.23



	 	 	 
	 	 	
Aetna
	 	 	
151 Farmington Avenue
	 	 	
Hartford, CT 06156
	 	 	 
	 	 	
Elease E. Wright
	 	 	
Senior Vice President
	 	 	
Human Resources, RC3A
	 	 	
(860) 273-8371
	December 12, 2003	 	
Fax: (860) 273-8721



Mr. L. Edward Shaw, Jr.



Dear Ed:


     This is to memorialize and confirm the terms and conditions relating to
your retirement with the Company effective December 31, 2003 (the “Retirement
Date”). For purposes of this Agreement, “Pension Plan” shall mean the Aetna
Inc. Supplemental Pension Benefits Plan. Except as set forth below, any and
all benefits to which you are entitled under the Company’s compensation and
employee benefit plans, agreements and arrangements (including benefit plans
subject to Section 401(a) of the Internal Revenue Code of 1986) shall be
governed by the terms and conditions of such benefit plan, agreement or
arrangement.


     (a)     Retirement Benefits. Your benefit under the Company’s Pension Plan
shall be calculated according to the terms and conditions thereof; provided,
however, that for such purposes your account balance thereunder shall be
increased by $4,250,000, effective as of your Retirement Date. Pension Plan
benefits shall be payable to you as provided thereunder.


     (b)     Stock Options. For purposes of determining the remaining term of all
Aetna, Inc. Stock Options held by you on your Retirement Date, your termination
of employment will be treated as a qualified Retirement on such Date.


     (c)     Release. As a condition to your receipt of the benefits set forth
above, you agree to execute and abide by the Release Agreement attached hereto
as Exhibit A.


     If you agree with the terms and conditions set forth above, please indicate


 






 


your acceptance by signing the attached copy of this letter and the document in
the form of Exhibit A attached hereto, and return such originally executed
documents to the undersigned.



	 	 	 	 	 
	 	 	
Very truly yours,
	 	 	 	 	 
	 	 	
Aetna Inc.
	 	 	 	 	 
	 	 	
By:
	 	    /s/ Elease E. Wright
	 	 	 	 	

	 	 	 	 	Elease E. Wright



Agreed:




	 	 
	    /s/ L. Edward Shaw, Jr.
	
	 
	L. Edward Shaw, Jr.	 



 






 



Exhibit A


RELEASE AGREEMENT



     In consideration of the benefits payable to me pursuant to that certain
letter agreement (the “Letter Agreement”) dated December 8, 2003 by and between
Aetna Inc. (the Company) and me and other valuable consideration, the
undersigned, L. Edward Shaw, Jr., hereby agrees to the following:


     1.     DEFINITION. In this agreement the word “Company” means collectively
Aetna Inc., a Pennsylvania corporation, and any subsidiaries or affiliates
(including any company by which I was or am employed), the employees, agents,
officers, directors and shareholders of all such entities and any person or
entity which may succeed to the rights and liabilities of such entities by
assignment, acquisition, merger or otherwise.


     2.     RELEASE. I hereby release and hold harmless (on behalf of myself and
my family, heirs, executors, successors and assigns) now and forever, the
Company from and waive any claim, known or unknown, that I have presently, may
have or have had in the past, against the Company arising out of, directly or
indirectly, my employment with the Company, the cessation of such employment or
any act, omission, occurrence or other matter related to such employment or
cessation of employment, other than claims I may have to the payment of amounts
due and payable in accordance with the terms of the Letter Agreement.


     3.     EXTENT OF RELEASE. This agreement is valid whether any claim arises
under any federal, state or local statute (including, without limitation, Title
VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967, the Equal Pay Act, the Americans with
Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974
and all other statutes regulating the terms and conditions of my employment),
regulation or ordinance, under the common law or in equity (including any
claims for wrongful discharge or otherwise), or under any policy, agreement,
understanding or promise, written or oral, formal or informal, between the
Company and myself. Notwithstanding the foregoing, this Agreement shall not be
a release of any rights of indemnification I may have, any rights to directors
and officers liability insurance coverage, any rights to vested benefits or any
rights to vested equity awards.


     4.     CONSIDERATION. The consideration hereby provided to me under the
Letter Agreement is not required under the Company’s standard policies.


     5.     RESTRICTIONS. I have not filed, nor will I initiate or cause to be
initiated on my behalf, any complaint, charge, claim or proceeding against the
Company before any local, state or federal agency, court or other body relating
to my employment or the termination thereof (each individually a “Proceeding”),


 






 


nor will I participate in any Proceeding. I waive any right I may have to
benefit in any manner from any relief (whether monetary or otherwise) arising
out of any Proceeding, including any EEOC proceeding. I understand that by
entering into this agreement, I will be limiting the availability of certain
remedies that I may have against the Company and limiting also my ability to
pursue certain claims against the Company. The foregoing will not be used to
justify interfering with any right I may have to file a charge or participate
in an investigation or proceeding conducted by the EEOC.


     6.     PENALTIES. If I initiate or participate in any legal actions, as
described above (other than a class action in which I opt out when given the
opportunity), the Company shall
have the right, but shall not be obligated, to deem this agreement void
without effect and to require me to repay to the Company any amounts payment of
which was conditioned on the execution of this agreement, and to terminate any
benefit or payments that are otherwise payable under the Letter Agreement.


     7.     RIGHT TO COUNSEL. The Company advises me that I should consult with an
attorney prior to execution of this agreement. I understand that it is in my
best interest to have this document reviewed by an attorney of my own choosing
and at my own expense, and I hereby acknowledge that I have been afforded a
period of at least twenty-one days during which to consider this agreement and
to have this agreement reviewed by my attorney.


     8.     SEVERABILITY CLAUSE. Should any provision or part of this agreement be
found to be invalid or unenforceable, only that particular provision or part so
found and not the entire agreement shall be inoperative.


     9.     EVIDENCE. This document may be used as evidence in any proceeding
relating to my employment or the termination thereof. I waive all objections
as to its form.


     10.     FREE WILL. I am entering into this agreement of my own free will.
The Company has not exerted any undue pressure or influence on me in this
regard. I have had reasonable time to determine whether entering into this
agreement is in my best interest. I understand that if I request additional
time to review the provisions of this agreement, a reasonable extension of time
will be granted.


     11.     REVOCATION. This agreement may be revoked by me within seven days
after the date on which I sign this agreement and I understand that this
agreement is not binding or enforceable until such seven day period has
expired. Any such revocation must be made in a signed letter executed by me
and received by the Company at 151 Farmington Avenue, Hartford, Connecticut,
Attention: Deputy General Counsel, no later than 5 p.m. Eastern Standard Time
on the seventh day after I have executed this agreement. I further understand
that the payments described above will not be paid to me if I revoke this
agreement.


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     12.     NON-ADMISSION. Nothing contained in this agreement shall be deemed or
construed as an admission of wrongdoing or liability on the part of the
Company.


     13.     GOVERNING LAW. This agreement and the Agreement shall be construed in
accordance with the laws of the State of Connecticut, applicable to contracts
made and entirely to be performed therein.



	 	 	 
	
	 	


	L. EDWARD SHAW, JR.	 	
DATE



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