MEMORANDUM



 





Exhibit 10.15



	 	 	 
		 	
Interoffice Communication
	 	

Elease E. Wright
	 	
Senior Vice President
	 	
Corporate Human Resources, RC3A
	 	
(860) 273-8371
	 	
Fax: (860) 560-8721




	 	 	 
	To	 	
Timothy A. Holt
	 	 	 
	Date	 	
July 20, 2000
	 	 	 
	Subject	 	
Special Severance Arrangements



This memorandum is to outline special severance arrangements for you. The
terms of this memorandum shall supercede and replace that portion of any other
document currently in effect which sets forth any special severance or salary
continuation benefits arrangement for you. Notwithstanding the provisions in
this memorandum, you remain an employee-at-will of Aetna Inc. or one of its
subsidiaries or affiliates (“the Company”) and the Company may terminate your
employment at any time with or without cause or notice.


In the event that a Change in Control (as defined below) occurs prior to March
1, 2002 and that during the two year period following such Change in Control
(i) your employment is involuntarily terminated by the Company for any reason
other than gross misconduct in the performance of your duties, (ii) you
terminate your employment as a result of a reduction made to your base salary
(such termination to be made within 30 days of such reduction) or (iii) you
terminate your employment as a result of the Company’s relocation of your
office 100 miles or more from your then current office (such termination to be
made within 30 days of such relocation), you will be entitled to 104 weeks
continuation of your cash compensation (calculated for these purposes at 180%
of your base salary) in lieu of any severance or salary continuation benefit to
which you may otherwise have been entitled and without any duplication of
benefits upon delivery to the Company of a release of any employment-related
claims in the Company’s customary form. For these purposes, a Change in
Control is described in Attachment A and incorporated herein.


In consideration of the foregoing, you agree that you will be subject to the
Company’s Change in Control Excise Tax Policy for Selected Officers (the
“Policy”). You have received a memorandum describing the Policy and understand
and agree that application of this Policy may cause a reduction in the amount
payable to you hereunder and/or a cancellation or delay in the vesting of
awards you have received or may receive under the Company’s compensation plans
and programs (e.g., stock options, ACEShares, etc.) (collectively, the
“Compensation Plans”). The terms of the Policy are incorporated herein by
reference and shall have the effect of amending any contrary terms of this
agreement, any Compensation Plan and any agreement under any Compensation Plan.


In the event your employment is involuntarily terminated by the Company (i) for
any reason not involving misconduct, and (ii) paragraph 2 above is not
applicable, you will be entitled instead to 52 weeks (or, if greater, the
number of weeks of salary continuation and severance payable under the
Company’s Severance and Salary Continuation Benefits Plan then in effect)
continuation of


 






 



Page 2
Timothy A. Holt
July
20, 2000

your base salary in lieu of any severance or salary
continuation benefit to which you may otherwise be entitled upon delivery to
the Company of a release of any employment-related claims in the Company’s
customary form.


During the period you receive severance payments under either of the
arrangements described above, you will be eligible for the same employee
benefits, if any, as are provided under the severance plan or program in which
you otherwise would have been eligible to participate but for this special
arrangement.


Your letter from the Company dated January 6, 1997 regarding eligibility for
retiree medical benefits upon termination of employment remains in force and
effect, except that the employment agreement between you and the Company dated
December 19, 1995 referenced therein has terminated and is no longer in force
or effect.


Upon the consummation of the Agreement and Plan of Restructuring and Merger
among ING America Insurance Holdings, Inc., Aetna Inc., et. al. dated as of
July 19, 2000, all undertakings by the Company hereunder shall be obligations
of Aetna U.S. Healthcare, Inc. and its subsidiaries and you shall have no right
to bring any claim or action against ING America Insurance Holdings, Inc. or
any of its subsidiaries or affiliates.


\Please signify your receipt and agreement to the foregoing by signing and
returning a copy of this memorandum to me.



	 	 	 	 	 	 	 
	Aetna Inc.	 	Agreed:
	 	 	 	 	 	 	/s/ Timothy A. Holt
	By:	 	/s/ Elease E. Wright	 	

	 	 	


	 	Timothy A. Holt
	 	 	 	 	 	 	 
	 	 	 	 	Date:
	 	8-1-00
	 	 	 	 	 	 	




Att: 1 (Definition of Change in Control)



Enc: 1 (Excise Tax Policy for Selected Officers)