ex10_23.htm


    
      

    

    Exhibit
10.23


    Amendment
No. 1 to Employment Agreement

    


    Reference
is made to the letter agreement by and between Aetna Inc. (the “Company”), a
Pennsylvania corporation, and Joseph M. Zubretsky (“Executive” or “you”), dated
as of January 25, 2007 (the “Agreement”).

    


    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 17, 2008, as follows:

    


    
      	
              1.  

            	
              The
      second paragraph on page 3 (regarding the Deferred Compensation Account)
      is amended by replacing the last sentence thereof with the following two
      sentences:

            


    

    


    “The
vested amount will be paid to you in a lump sum six (6) months following your
termination of employment with the Company.  The Deferred Compensation
Account will be governed by the terms of the Aetna Inc. Deferred Compensation
Program (or the successor thereto), as it may be amended from time to
time.”

    


    
      	
              2.  

            	
              The
      third paragraph on page 4 (which continues onto the top of page 5) is
      amended to read as follows:

            


    

    


    
      	
              a.  

            	
              the
      following language is added to the first sentence
      thereof:  “;provided that such release shall be signed and
      returned to the Company not later than 60 days following termination of
      employment and provided further that any payment required hereunder shall
      not begin until the end of such 60-day period (subject to any applicable
      further delay imposed by paragraph 8 of Amendment No.
  1).”

            


    

    


    
      	
              b.  

            	
              the
      following language is added as a new sentence after the end of the third
      sentence thereof:   “The right to installment payments
      described above with respect to salary continuation and target bonus
      payable following an involuntary termination of employment, shall be
      treated as a right to a series of separate payments under Section
      409A.”

            


    

    


    
      	
              c.  

            	
              the
      following language is added at the end of such paragraph: “Notwithstanding
      the foregoing, upon your “disability” (within the meaning of Section
      409A), your RSUs will immediately vest and be paid; provided that, with
      respect to your RSUs, an involuntary termination of employment due to a
      

            


    

     

     

    
      
        
        

      

      
        5B-33

        
          

        

      

      
        
        

      

    

     

    
      	
                

            	
              disability
      that does not satisfy the Section 409A definition of disability will be
      treated as an involuntary termination without Cause, as described
      above.”

            


    

    
 

    
      	
              3.  

            	
              Exhibit
      A 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 salary continuation payments described in the last paragraph on
page 4 of the Agreement and then, if necessary, will reduce other Payments
pro-rata.”

    


    
      	
              4.  

            	
              Exhibit
      A is further amended to add the following sentence at the end of Section
      2(c) thereof:  “Notwithstanding anything to the contrary in this
      Exhibit A, any Gross-Up Payment shall be paid to you no later than the end
      of the year following the year in which you remit the related taxes, in
      accordance with Section 409A.”

            


    

    


    
      	
              5.  

            	
              Exhibit
      A 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
      A 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 you, the Company will reduce first the portion of such unpaid
      Redetermined Payments that is attributable to amounts payable pursuant to
      the last paragraph on page 4 of the Agreement and then, if necessary, will
      reduce other portions of the Redetermined Payments
    pro-rata.”

            


    

    


    
      	
              7.  

            	
              Exhibit
      A is further amended to delete the last sentence of Section 4(c) thereof
      and to replace it with the following sentence:  “Notwithstanding
      anything to the contrary in this Exhibit A, any Supplemental Gross-Up
      Payment shall be paid to you no later than the end of the year following
      the year in which you remit the related taxes, in accordance with Section
      409A.”

            


    

    


    
      	
              8.  

            	
              The
      Agreement is further amended to add the following new paragraphs after the
      end of the second full paragraph on page
5:

            


    

    


    With
respect to any payment of  “deferred compensation” as defined in
Section 409A that is payable or commences to be payable under this Agreement
solely by reason of your termination of employment or separation from service,
such amount shall be payable or commence to be payable as soon as, and no later
than,  the you experience a “separation from service” as defined in
Section 409A, subject to the six-month delay described below, if
applicable.   In addition, nothing in the Agreement shall require
the Company to, and the Company shall 

     

    
      
        
        

      

      
        5B-34

        
          

        

      

      
        
        

      

    

     

    not,
accelerate the payment of any amounts that constitute “deferred compensation”
except to the extent permitted under Code Section 409A.

     

    If you
are a “Specified Employee” within the meaning of Section 409A at the time of
your separation from service and any payment to which you become entitled under
this Agreement by virtue of your separation from service is considered “deferred
compensation” within the meaning of Section 409A, then any such payments to
which you would otherwise be entitled during the first six months following your
separation from service shall be delayed and accumulated for a period of six
months and paid in a lump sum on the first day of the seventh
month.  The salary continuation and target bonus payments described on
page 4 of the Agreement are intended to, and shall be construed to, fit within
the short-term deferral and separation pay exceptions to Section 409A to the
maximum permissible extent.

    


    Any
reimbursements or in-kind benefits provided to you 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) your right to reimbursement or in-kind benefits
shall not be subject to liquidation or to exchange for another
benefit.

    


    


    IN WITNESS WHEREOF, the
undersigned has caused this Amendment to be executed this 17 day of
December, 2008

    


    
       

      
        
 

        
          
            
              
                	
                        By:

                      	 
      /s/ Joseph M.
      Zubretsky	 
      
	 
      	
                         

                      	 
      
	 
      Its	
                         

                      	 
      


              

            

          

           

        

      

      Aetna
Inc.

      


      
        
          	
                  By:

                	/s/ Elease
      E.Wright  	 
      
	 
      	
                  Elease
      E. Wright

                	 
      
	 
      Its	
                  Senior
      Vice President Human Resources

                	 
      


        

      

       

       

       

       

      

5B-35