ex10_21.htm


    
      
        

      

Exhibit 10.21


      Amendment
No. 1 to Employment Agreement

      


      


      Amendment
Number 1 to the Employment Agreement dated as of July 24, 2007 (the “Agreement”)
by and between Aetna Inc. (“Aetna”), a Pennsylvania corporation and Mark T.
Bertolini (“Executive”).

      


      WHEREAS, Aetna and Executive
have previously entered into the Agreement;

      


      WHEREAS, Aetna and Executive
wish to amend the Agreement to comply with Section 409A of the Internal Revenue
Code of 1986 and the regulations issued thereunder (“Section
409A”);

      


      NOW, THEREFORE, the Agreement
is hereby amended effective December 31, 2008, as follows:

      


      


      
        	
                 
      

              	
                1.

              	
                Section
      3.02(b)(i) is amended to add the following additional language at the end
      thereof:  “To the extent that any Award constitutes ‘deferred
      compensation’ within the meaning of Section 409A, such Award shall vest as
      herein provided upon a change in control, but payment under the applicable
      award agreement shall not accelerate unless the change in control also
      satisfies the broadest definition of change in control permitted under
      Section 409A.”

              


      

      


      
        	
                 
      

              	
                2.

              	
                Section
      3.02(c) is amended to add the following sentence at the end
      thereof:  “To the extent that any Award constitutes ‘deferred
      compensation’ within the meaning of Section 409A, such Award shall vest as
      herein provided upon the Executive’s Disability, but payment under the
      applicable award agreement shall not accelerate unless the Disability also
      satisfies the broadest definition of disability permitted under Section
      409A.”

              


      

      


      
        	
                 
      

              	
                3.

              	
                Exhibit
      B is amended to delete the last sentence of Section 2(b) thereof and to
      replace it with the following sentence:  “In the event that the
      Payments are subject to reduction hereunder, the Company will reduce first
      the Payments made under Section 3.03(b)(i) and then, if necessary, will
      reduce other Payments pro-rata.”

              


      

      


      
        	
                 
      

              	
                4.

              	
                Exhibit
      B is further amended to add the following sentence at the end of Section
      2(c) thereof:  “The Gross-Up Payment shall be paid to the
      Executive no later than the end of the year following the year in which
      Executive remits the related taxes, in accordance with Section 409A or, if
      earlier, as otherwise provided
herein.”

              


      

      


      
        	
                 
      

              	
                5.

              	
                Exhibit
      B is further amended to add the following at the end of Section 4(a)
      thereof:  “; provided, however, that entitlement to payment
      under this Section 4(a) shall not accelerate payment of, or change the
      form of payment with respect to, the original Payments that were reduced
      pursuant to Section 2(b).”

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                6.

              	
                Exhibit
      B is further amended to delete the second sentence of Section 4(b) thereof
      and to replace it with the following sentence:  “In the event
      that the Redetermined Payments are subject to reduction under this
      paragraph and any such portion of the Redetermined Payments has not yet
      been paid to Executive, the Company will reduce first the portion of such
      unpaid Redetermined Payments that is attributable to amounts payable
      under  Section 3.03(b)(i) and then, if necessary, will reduce
      other portions of the Redetermined Payments
  pro-rata.”

              


      

      


      
        	
                 
      

              	
                7.

              	
                Exhibit
      B is further amended to delete the last sentence of Section 4(c) thereof
      and to replace it with the following sentence:  “Any
      Supplemental Gross-Up Payment shall be paid to the Executive no later than
      the end of the year following the year in which Executive remits the
      related taxes, in accordance with Section 409A or, if earlier, as
      otherwise provided herein.”

              


      

      


      
        	
                 
      

              	
                8.

              	
                Section
      6.17 is amended to add the following paragraphs at the end
      thereof:

              


      

      


      When used
in connection with any payments subject to Section 409A required to be made
hereunder, the phrase “termination of employment” and correlative terms shall
mean separation from service as defined in Section 409A.

      


      Unless
such payments are otherwise exempt from Section 409A, any reimbursements or
in-kind benefits provided under Sections 2.03, 2.04, 3.03, 3.04 or 6.02 this
Agreement shall be administered in accordance with Section 409A, such
that:  (I) the amount of expenses eligible for reimbursement, or
in-kind benefits provided, during one year shall not affect the expenses
eligible for reimbursement or the in-kind benefits provided in any other year;
(II) reimbursement of eligible expenses shall be made on or before December 31
of the year following the year in which the expense was incurred; and (III) the
Executive’s right to reimbursement or in-kind benefits
shall not be subject to liquidation or to exchange for another
benefit.

      


      For
purposes of Section 409A, Executive’s right to receive any installment payments
pursuant to this Agreement shall be treated as a right to receive a series of
separate and distinct payments.

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      IN WITNESS WHEREOF, the
undersigned has caused this Amendment to be executed this 31 day of
December, 2008

      


      


      


      


      
        


        Aetna
Inc.

        


        
          
            
              	
                      By:

                    	/s/ Elease E.
      Wright 	 
      
	Its 
      	
                      Sr.
      V. P. Human Resources

                    	 
      


            

          

        

         

        
 

        
          	
                   
      

                	
                  Executive

                


        

         

        
          	
                   

                	/s/
      Mark T. Bertolini