ex-10.htm


     
       

    

    Exhibit
      10.1


     

    EMPLOYMENT
      AGREEMENT

    


    EMPLOYMENT
      AGREEMENT
      ("Agreement") dated as of July 24, 2007 by and between Aetna
      Inc., a Pennsylvania corporation, (“the Company”) and Mark T.
      Bertolini ("Executive") (certain capitalized terms used herein
      being defined in Article 7).

    


    WHEREAS,
      the Board desires to employ
      Executive in the position and on the terms and conditions set forth below,
      and
      the Executive desires to continue such employment; and

    


    WHEREAS,
      the Company and Executive
      desire to enter into this Agreement embodying the terms of such
      employment;

    


    NOW
      THEREFORE, in consideration of
      the foreasgoing and of the mutual covenants and agreements of the parties set
      forth in this Agreement, and of other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto,
      intending to be legally bound, agree as follows:

    


    ARTICLE
      1

    


    POSITION;
      TERM OF AGREEMENT

    


    SECTION
      1.01.  Position.  (a) On July 24, 2007 (the
“Effective Date”), Executive shall commence his duties as the
      Company’s President.

    


    (b)
      In such position, Executive shall
      have such duties and authority, consistent with such position, as shall be
      determined from time to time by the Chief Executive Officer or the Company’s
      Board of Directors (the “Board”) and shall report only to the
      Chief Executive Officer.  The Company acknowledges that the position
      of President and the duties and authorities commensurate therewith are of
      material importance to Executive and that a significant reduction in the duties
      and authorities as in effect on the Effective Date, measured with reference
      to
      the size and scope of the Company on the Effective Date, would be a material
      breach of this Agreement.  It being understood that a significant
      reduction of duties due to a sale, disposition, exit from, or other reduction
      of
      all (or part of) one or more businesses or lines of business would not be
      considered a breach of this Agreement, provided Executive is President of the
      remaining business.

    


    (c)
      During the Employment Term,
      Executive will devote substantially all of his business time to the performance
      of his duties hereunder and will not engage in any other business, profession
      or
      occupation for compensation or otherwise which would conflict with the rendition
      of such services either directly or indirectly, without the prior written
      consent of the Board; provided that nothing herein shall be deemed to
      preclude Executive, subject to the prior written consent of the Board, from
      serving on any business board, or subject to the prior written consent of the
      Board or the Chairman, from serving on any civic or charitable board, as long
      as
      such activities do not materially interfere with the performance of Executive's
      duties hereunder.  If the Company concludes that it is desirable, upon
      Company's request, Executive will resign from any board of directors on which
      he
      serves as soon as reasonably practicable considering his fiduciary duty to
      such
      board’s company or civic or charitable organization, as the case may
      be.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    SECTION
      1.02.  Term.  Executive shall continue to be
      employed by the Company for a period commencing on the Effective Date and,
      subject to earlier termination or extension as provided herein, ending on
      December 31, 2009 (the "Employment Term").  On
      December 31, 2009 and on December 31st of each subsequent year,
      the
      Employment Term shall automatically be extended for one additional year unless
      not later than 90 days prior to such date the Company or Executive shall have
      given written notice of its or his intention not so to extend the Employment
      Term.  Unless earlier terminated, the Employment Term shall
      automatically end on Executive’s sixty-fifth (65th) birthday.

    


    ARTICLE
      2

    


    COMPENSATION
      AND BENEFITS

    


    SECTION
      2.01.  Base
      Salary.  Starting on the Effective Date, the Company shall pay
      Executive an annual base salary (the "Base Salary") at the
      initial annual rate of $900,000 payable in equal monthly installments or
      otherwise in accordance with the payroll and personnel practices of the Company
      from time to time.  Base Salary shall be reviewed annually by the
      Board or a committee thereof to which the Board may from time to time have
      delegated such authority (the "Committee") for possible
      increase in the sole discretion of the Board or the Committee, as the case
      may
      be.  Executive’s Base Salary, as in effect from time to time, may not
      be reduced by the Company without Executive’s consent, except in the event of a
      ratable reduction affecting all senior officers of the Company.

    


    SECTION
      2.02.  Bonus.  Subject in each case to Executive's
      continued employment as contemplated hereby:

     

     (a)
      During the Employment Term,
      Executive shall be eligible to participate in the Company's annual incentive
      plan, with a target bonus opportunity of at least 120% of Base
      Salary.  For 2007 such amount will be pro-rated to reflect Executive’s
      increased responsibilities beginning May 3, 2007.  Except as may be
      payable pursuant to Article 3, Executive is not guaranteed the payment of any
      annual bonus.

     

    (b)
      Executive shall be eligible to participate at a level commensurate with his
      position in the Company's long-term incentive program.  As further
      compensation, Executive will be eligible to participate in the other
      compensation arrangements, including equity-based programs, in which
      substantially all senior executives of the Company are generally eligible to
      participate.  For 2008, the Executive’s long-term incentive
      opportunity at target performance will be no less than $4,250,000.

    


    SECTION
      2.03.  Employee
      Benefits.  (a)  Executive shall be eligible for
      employee benefits (including, but not limited to, fringe benefits, vacation,
      qualified pension and qualified and non-qualified 401(k) plan participation
      and
      life, health, accident and disability insurance) no less favorable than those
      benefits made available generally to senior executives of the
      Company.

    


     
(b)
      Executive shall be
      eligible, upon any termination of employment (including as a result of
      non-extension of the Employment Term by the Company) other than by the Company
      for Cause, for the Company’s unsubsidized retiree medical care benefits under
      the Company’s retiree medical plans as in effect from time to time.

    


    
      
         

        
          
          

          
            

          

        

         

      

    

    


     

    


    SECTION
      2.04.  Business
      Expenses; Office.  (a) Reasonable travel, entertainment and other
      business expenses incurred by Executive in the performance of his duties
      hereunder shall be reimbursed by the Company in accordance with Company policies
      as in effect from time to time.  In the course of performing his
      duties, Executive shall have reasonable access to Company provided ground and
      air transportation.

    


    (b)
      The Company shall provide
      Executive with appropriate office facilities and support at the Company’s
      headquarters which shall be Executive’s principal job location.

    


    ARTICLE
      3

    


    CERTAIN
      BENEFITS

    


    SECTION
      3.01.  Certain
      Events.  A "Qualifying Event" means any of the
      following events:

    


    (i)
      The involuntary termination of
      Executive's employment by the Company, other than (x) for Cause, or (y) by
      reason of Executive's death or Disability; or

    


    (ii)
      Executive's voluntary
      termination of employment for Good Reason, provided that Executive shall have
      provided the Company with notice of any event constituting Good Reason no later
      than 30 days following the occurrence of such event and such termination occurs
      within 60 days after the occurrence of any event constituting Good Reason (that
      has not otherwise been cured by the Company prior to the end of such 60-day
      period).

    


    SECTION
      3.02.  Equity
      Awards.  

    


    (a)
      The Company shall cause to be
      granted to Executive, under the Company’s 2000 Stock Incentive Plan (the
“Plan”) a stock appreciation right (“SAR”)
      with target value of $5,000,000 on the effective date of the grant (the
“Promotion Grant”).  The number of SARs granted will
      be based on both a valuation factor (which will be the same as that used to
      value SAR grants made to senior executives of the Company generally) and the
      closing price of the Company’s common stock on the effective date of the
      grant.  The Promotion Grant is not exercisable for the first year
      after the effective date of grant and will vest in three equal annual
      installments.  The Promotion Grant will be subject to Executive
      agreeing to the terms of the award agreement (including the employee covenants
      included therein) and the Plan.  The grant will be effective on the
      day following the release of the Company’s earnings for the second quarter of
      2007.

    


    (b)
      (i) As set forth in the
      applicable equity award agreements, in the event that a change in control (as
      defined in such agreement or the Plan) occurs during the Employment Term,
      subject to Article 4, all unvested stock appreciation rights and restricted
      stock unit awards and other equity awards (collectively,
      "Awards") made to Executive before or after the Effective Date,
      shall become immediately vested, nonforfeitable and exercisable as of the date
      of the change in control.  All Awards, whether vested or unvested
      prior to the date of the change in control, shall remain exercisable in
      accordance with their terms.  In the case of Awards issued on or after
      the Effective Date (including the Promotion Grant) upon any termination of
      employment following such change-in-control, such Awards will be exercisable
      until the earlier of (i) expiration of the term of the Award or (ii) five years
      from termination of employment.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    


    (ii)
      In the event that a Qualifying
      Event occurs during the Employment Term or Executive voluntarily terminates
      his
      employment at the end of the Employment Term upon the Company’s non-renewal of
      the Employment Term:  (a) with respect Awards made to Executive before
      or after the Effective Date, Executive shall be credited for vesting purposes
      with deemed service during the Payment Period (as hereinafter
      defined);  (b) with respect to Awards issued after the Effective Date,
      excluding the Promotion Grant, Executive will be deemed to have satisfied any
      and all criteria required to be considered “retired” (with the maximum benefit
      payable under any such grant as a retiree, including based on age or service)
      for purposes of any such grants; and (c) all such vested Awards issued after
      the
      Effective Date (including any vested portion of the Promotion Grant) that are
      exercisable shall remain exercisable under the earlier of (i) the expiration
      of
      the term of the Award or (ii) five years from Executive’s termination of
      employment.

    


    (iii)
      For the avoidance of doubt,
“retired” status shall mean at least that any (i) option or stock appreciation
      right that would have vested within twelve (12) months after the end of the
      Payment Period (as herein after defined) shall be deemed vested at the end
      of
      the Payment Period and (ii) any restricted stock unit award shall be vested
      pro-rata at the end of the Payment Period based on completed months of service
      (including the Payment Period) in the restricted period, unless, in either
      case,
      the Company changes the definition of retirement prospectively for all senior
      executives generally.

    


    (c)
      With respect to Awards issued
      before or after the Effective Date (including the Promotion Grant), in the
      event
      of death or Disability, all unvested Awards will vest and become immediately
      exercisable and will remain exercisable until the earlier of (i) the expiration
      of the term of the Award or (ii) five years from termination of
      employment.

    


    SECTION
      3.03.  Separation Payments.  Except to the extent
      provided in Article 4 and Section 6.08, Executive shall be entitled to the
      benefits set forth below (the "Separation Benefits") upon
      termination of employment:

    


    (a)
      Upon any termination of
      employment including by reason of death or Disability, Executive's voluntary
      termination of employment with or without Good Reason or upon termination of
      Executive's employment with or without Cause, Executive shall be entitled
      to:

    


    (i)
      Executive’s earned but unpaid
      Base Salary and other vested but unpaid cash entitlements for the period through
      and including the date of termination of Executive’s employment (other than
      entitlements referenced in Section 3.03(b) below) (the “Accrued
      Compensation”); and

    


    (ii)
      Executive’s other vested
      benefits earned by Executive for the period through and including the date
      of
      Executive’s termination of employment, which shall be paid in accordance with
      the terms of the applicable plans, programs or arrangements (the
“Accrued Benefits”).

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    


    (b)
      Upon a Qualifying Event, the
      Company shall pay Executive in addition to the amounts set forth in Section
      3.03(a) above:

    


    (i)
      Cash compensation through the
      second anniversary of such Qualifying Event (the "Payment
      Period") in equal installments during the Payment Period in accordance
      with the applicable Company payroll, in an amount equal to two times the sum
      of
      (i) the highest Base Salary as in effect during the six-month period immediately
      prior to the time of such termination and (ii) the Executive’s target bonus
      opportunity for the year of termination of employment, on the condition that
      Executive has delivered to the Company a release substantially in the form
      as
      attached hereto as Exhibit A (with such changes as may be required under
      applicable law) of any employment-related claims, provided that this release
      must be signed within 30 days after the Executive’s separation from service and
      any payment that otherwise would be made within such 30-day period shall by
      paid
      at the expiration of such 30-day period with interest at the Stated Interest
      Rate (as defined below), subject to Executive’s execution of such release;
      and

    
     
(ii)
A
      pro-rata
      bonus amount for the year of termination calculated as the Executive’s target
      bonus opportunity for the year of termination of employment times a fraction,
      the numerator of which is the number of days in the year through the date of
      termination and the denominator is 365).

    
      (iii)
      To the extent that
      Executive is a “Specified Employee” within the meaning of Section
      409A(a)(2)(B)(i) of the Code at the time of his separation from service, if
      any
      payment that Executive becomes entitled to under this Agreement is considered
      deferred compensation subject to interest, penalties and additional tax imposed
      pursuant to section 409A(a) of the Code as a result of the application of
      Section 409A(a)(2)(B)(i) of the Code, then such payments of deferred
      compensation to which Executive would otherwise be entitled during the first
      six
      months following his 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 (or, if earlier, Executive’s date of
      death), with interest on such deferred compensation at the rate paid pursuant
      to
      the stable value fund of the Company’s 401(k) plan or, if such fund no longer
      exists, the fund with the investment criteria most clearly comparable to that
      of
      such fund (the “Stated Interest Rate”).

    


    SECTION
      3.04.  Non-Renewal Payments.  In the event of the
      expiration of the Employment Term as a result of delivery of the Company’s
      notice of its intention not to extend the Employment Term pursuant to Section
      1.02 and if as a result, Executive elects to terminate his employment as of
      the
      end of the Employment Term, Executive shall be entitled to the amounts and
      benefits equal to those set forth in Section 3.03 (a) and (b); provided,
      however, that this Section 3.04 shall be inapplicable to any termination of
      employment on or subsequent to the Executive’s sixty-fifth (65th) birthday.


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      4

    


    CERTAIN
      TAX
      REIMBURSEMENT PAYMENTS

    


    SECTION
      4.01.  Executive
      will be eligible for and subject to the Change-in-Control Excise Tax Policy
      as
      set forth in Exhibit B.

    


    ARTICLE
      5

    


    SUCCESSORS
      AND ASSIGNMENTS

    


    SECTION
      5.01.  Successors.  The Company will require any
      successor (whether by reason of a change in control, direct or indirect, by
      purchase, merger, consolidation, or otherwise) to all or substantially all
      of
      the business and/or assets of the Company to expressly assume and agree to
      perform the obligations under this Agreement in the same manner and to the
      same
      extent that the Company would be required to perform it if no such succession
      had taken place.  The Company’s rights hereunder shall not otherwise
      be assignable without the Executive’s consent.

    


    SECTION
      5.02.  Assignment by Executive.  This Agreement
      shall inure to the benefit of and be enforceable by Executive's personal or
      legal representatives, executors, administrators, successors, heirs,
      distributees, devisees, and legatees.  If Executive should die or
      become disabled while any amount is owed but unpaid to Executive hereunder,
      all
      such amounts, unless otherwise provided herein, shall be paid to Executive's
      devisee, legatee, legal guardian or other designee, or if there is no such
      designee, to Executive's estate.  Executive's rights hereunder shall
      not otherwise be assignable.

    


    ARTICLE
      6

    


    MISCELLANEOUS

     SECTION
      6.01. Notices. Any notice required to be delivered hereunder shall be
      in writing and shall be addressed

    


    if
      to the Company, to:

    


    Aetna
      Inc.

    151
      Farmington Avenue

    Hartford,
      CT 06156

    Fax:   860-273-8340

    Attn:  General
      Counsel

    


    if
      to
      Executive, to Executive's last known address as reflected on the books and
      records of the Company or such other address as such party may hereafter specify
      for the purpose by written notice to the other party hereto.  Any such
      notice shall be deemed received on the date of receipt by the recipient thereof
      if received prior to 5:00 p.m. in the place of receipt and such day is a
      business day in the place of receipt.  Otherwise, any such notice
      shall be deemed not to have been received until the next succeeding business
      day
      in the place of receipt.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SECTION
      6.02.  Legal
      Fees and Expenses.  The Company shall pay all legal fees, costs
      of litigation, arbitration (i.e., American Arbitration Association and
      arbitrator fees), prejudgment interest, and other expenses which are reasonably
      incurred by Executive as a result of any conflict between the parties pertaining
      to this Agreement or in connection with the termination of Executive’s
      employment if the Executive is the prevailing party as determined by the
      arbitrator.  In addition, the Company shall pay the reasonable legal
      fees and expenses associated with entering this Agreement.

    


    SECTION
      6.03.  Arbitration.  Except as provided in Section
      6.15 (including the Exhibit C), any dispute or controversy arising under or
      in
      connection with this Agreement shall be settled by arbitration, conducted before
      a panel of three arbitrators sitting in a location selected by Executive within
      50 miles from the location of Executive's principal place of employment with
      the
      Company, in accordance with the rules of the American Arbitration Association
      then in effect.  The decision of the arbitrators in that proceeding,
      shall be binding on the Company and Executive.  Judgment may be
      entered on the award of the arbitrator in any court having
      jurisdiction.  Except as provided in Section 6.02, each party shall
      pay its own expenses of such arbitration and all common expenses of such
      arbitration shall be borne equally by Executive and the Company.

    


    SECTION
      6.04.  Unfunded
      Agreement.  The obligations of the Company under this Agreement
      represent an unsecured, unfunded promise to pay benefits to Executive and/or
      Executive's beneficiaries, and shall not entitle Executive or such beneficiaries
      to a preferential claim to any asset of the Company.

    


    SECTION
      6.05.  Non-Exclusivity of Benefits.  Unless
      specifically provided herein, neither the provisions of this Agreement nor
      the
      benefits provided hereunder shall reduce any amounts otherwise payable, or
      in
      any way diminish Executive's rights as an employee of the Company, whether
      existing now or hereafter, under any compensation and/or benefit plans
      (qualified or nonqualified), programs, policies, or practices provided by the
      Company, for which Executive may qualify; provided, however, that the Separation
      Benefits shall be in lieu of any severance benefits under any such plans,
      programs, policies or practices.  Vested benefits or other amounts
      which Executive is otherwise entitled to receive under any plan, policy,
      practice, or program of the Company (i.e., including, but not limited to, vested
      benefits under any qualified or nonqualified retirement plan), at or subsequent
      to the date of termination of Executive's employment shall be payable in
      accordance with such plan, policy, practice, or program except as expressly
      modified by this Agreement.

    


    SECTION
      6.06.  Employment Status.  Nothing herein contained
      shall interfere with the Company's right to terminate Executive's employment
      with the Company at any time, with or without Cause, subject to the Company's
      obligation to provide Separation Benefits and other benefits provided hereunder,
      if any.  Executive shall also have the right to terminate his
      employment with the Company at any time without liability, subject only to
      his
      obligations under the Non Compete Agreement set forth in Exhibit C, the employee
      covenants or obligations contained in any equity or other awards granted to
      Executive or any other obligation agreed to by Executive after the Effective
      Date.

    


    SECTION
      6.07.  Mitigation.  In no event shall Executive be
      obligated to seek other employment or take any other action by way of mitigation
      of the amounts payable to Executive under any of the provisions of this
      Agreement nor shall the amount of any payment or benefit hereunder be reduced
      by
      any compensation earned by Executive as a result of employment by another
      employer, including, but not limited to, Executive’s eligibility for any retiree
      health benefits.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    


    SECTION
      6.08.  Entire
      Agreement.  This Agreement represents the entire agreement
      between Executive and the Company and its affiliates with respect to Executive's
      employment and/or severance rights, and, as of the Effective Date, supersedes
      all prior discussions, negotiations, and agreements concerning such rights;
      provided, however, that any amounts payable to Executive hereunder shall be
      reduced by any amounts paid to Executive as required by any applicable local
      law
      in connection with any termination of Executive's employment.

    


    SECTION
      6.09.  Tax
      Withholding.  Notwithstanding anything in this Agreement to the
      contrary, the Company shall withhold from any amounts payable under this
      Agreement all federal, state, city, or other taxes as are legally required
      to be
      withheld.

    


    SECTION
      6.10.  Waiver
      of Rights.  The waiver by either party of a breach of any
      provision of this Agreement shall not operate or be construed as a continuing
      waiver or as a consent to or waiver of any subsequent breach
      hereof.

    


    SECTION
      6.11.  Severability.  In the event any provision of
      the Agreement shall be held illegal or invalid for any reason, the illegality
      or
      invalidity shall not affect the remaining parts of the Agreement, and the
      Agreement shall be construed and enforced as if the illegal or invalid provision
      had not been included.

    


    SECTION
      6.12.  Governing Law.  This Agreement shall be
      governed by and construed in accordance with the laws of the State of
      Connecticut without reference to principles of conflict of laws.

    


    SECTION
      6.13.  Counterparts.  This Agreement may be signed
      in several counterparts, each of which shall be an original, with the same
      effect as if the signatures thereto and hereto were on the same
      instrument.

    


    SECTION
      6.14.  Indemnification.  During the Employment Term
      and for so long thereafter as he may have any liability as a result of his
      service:  (a) the Company shall indemnify Executive (and Executive's
      legal representatives or other successors) to the fullest extent permitted
      by
      the Certificate of Incorporation and By-Laws of the Company, as in effect at
      such time or on the Effective Date; and (b) Executive shall be entitled to
      the
      protection of any insurance policies the Company may elect to maintain generally
      for the benefit of its directors and officers (and to the extent the Company
      maintains such an insurance policy or policies, Executive shall be covered
      by
      such policy or policies, in accordance with its or their terms, to the maximum
      extent of the coverage available for any Company officer or director), against
      all costs, charges and expenses whatsoever incurred or sustained by Executive
      or
      Executive's legal representatives at the time such costs, charges and expenses
      are incurred or sustained, in connection with any action, suit or proceeding
      to
      which Executive (or Executive's legal representatives or other successors)
      may
      be made a party by reason of Executive's serving or having served as a director,
      officer or employee of the Company, or any Subsidiary or Executive's serving
      or
      having served any other enterprise as a director, officer, employee or fiduciary
      at the request of the Company.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SECTION
      6.15.  Noncompete.  Contemporaneously with the
      execution of this Agreement, Executive shall sign the Non-Compete Agreement
      set
      forth in Exhibit C.

    
    
SECTION
      6.16.  Stock Ownership Requirements.  Pursuant to
      the Company’s Stock Ownership Guidelines for executives on the third anniversary
      of the Effective Date the Company expects Executive to own shares of stock
      in
      the Company with a dollar value greater than or equal to 400% of Executive
      Base
      Salary. 

     

      SECTION
      6.17.  Section 409A.  If any provision of this
      Agreement (or any award of compensation or benefits provided under this
      Agreement) would cause Executive to incur any additional tax or interest under
      Section 409A of the Code, the Company shall reform such provision to comply
      with
      409A and agrees to maintain, to the maximum extent practicable without violating
      409A of the Code, the original intent and economic benefit to Executive of
      the
      applicable provision.  The Company shall not accelerate the payment of
      any deferred compensation in violation of Section 409A of the Code and to the
      extent required under Section 409A, the Company shall delay the payment of
      any
      deferred compensation for six months following Executive’s termination of
      employment.

    


    ARTICLE
      7

    


    DEFINITIONS

     

     
      SECTION 7.  Definitions.  For purposes of this
      Agreement, the following terms shall have the meanings set forth
      below.

    


     
"Accrued
      Benefits"
      has the meaning accorded such term in Section 3.03.

    


     
"Accrued
      Compensation" has the meaning accorded such term in Section
      3.03.

    


    "Agreement"
      has the meaning
      accorded such term in the introductory paragraph of this Agreement.

    


    "Awards"
      has the meaning
      accorded such term in Section 3.02.

    


    "BaseSalary"
      has
      the meaning accorded such term in Section 2.01.

    


    "Board"
      means, the Board of
      Directors of Aetna Inc. (a Pennsylvania corporation).

    


    "Cause"
      means the occurrence
      of any one or more of the following:

    


    (a)
      Executive's willful and continued
      failure to attempt in good faith to perform the duties of his position (other
      than as a result of incapacity due to physical or mental illness or injury)
      which failure is not remedied within fifteen business days of written notice
      from the Company;

    


     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

           (b)
      Executive's material gross negligence or willful malfeasance in the performance
      of Executive's duties hereunder;

     

    (c)
      With respect to the Company,
      Executive's commission of an act constituting fraud, embezzlement, or any other
      act constituting a felony; or

    


    (d)
      Executive’s commission of any act
      constituting a felony (other than a speeding violation or by virtue of vicarious
      liability) which has or is likely to have a material adverse economic or
      reputational impact on the Company.

    


    For
      purposes of this definition, no
      act or failure to act shall be deemed "willful" unless effected by Executive
      without reasonable belief that such action or failure to act was lawful and
      in
      the best interests of the Company.

    


    For
      purposes of this definition,
      wherever the term “Cause” is used in plans or other agreements governing
      Executive’s rights, the term used in such plans or other agreements shall be no
      less favorable to Executive than the term Cause herein.

    


    "Code"
      means the Internal
      Revenue Code of 1986, as amended.

    


    "Company"
      means, Aetna Inc.
      (a Pennsylvania corporation) 

    


    "Disability"
      means Long-Term
      Disability, as such term is defined in the Disability Plan.

    


    "Disability
      Plan" means the
      long-term disability plan (or any successor disability and/or survivorship
      plan
      adopted by the Company) in which Executive participates, as in effect
      immediately prior to the relevant event (subject to changes in coverage levels
      applicable to all employees generally covered by such Disability
      Plan).

    


    "Effective
      Date" has the
      meaning accorded such term in Section 1.01.

    


    "Employment
      Term" has the
      meaning accorded such term in Section 1.02.

    


    "Executive"
      has the meaning
      accorded such term in the introductory paragraph of this Agreement.

    


    "Good
      Reason" means, without
      Executive's express written consent, the occurrence of any one or more of the
      following:

    


    (a)
      A reduction by the Company of
      Executive's Base Salary or total annual target cash compensation from the level
      in effect immediately prior thereto, except in the event of a ratable reduction
      affecting all senior officers of the Company; or

    


    (b)
      Any failure of a successor of the
      Company to assume and agree to perform the Company’s entire obligations under
      this Agreement, as required by Section 5.01 herein, provided that such successor
      has received at least ten (10) days written notice from the Company or the
      Executive of the requirements of Section 5.01; or

    


     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
     (c)
      Executive reporting
      to any Company officer other than the Company’s Chief Executive Officer;
      or

     

    (d)
      Any action or inaction by the
      Company that constitutes a material breach of the terms of this
      Agreement.

    


    "Payment
      Period" has the
      meaning accorded such term in Section 3.03.

    


    "Promotion
      Grant" has
      the meaning accorded to such term in Section 3.02.

    


    "Pro-Rata
      Bonus Amount" has
      the meaning accorded such term in Section 3.03.

    


    "Qualifying
      Event" has the
      meaning accorded such term in Section 3.01.

    


    "Separation
      Benefits" has
      the meaning accorded such term in Section 3.03.

    


    


    IN
      WITNESS WHEREOF, the Company and
      Executive have executed this Agreement, to be effective as of the day and year
      first written above.

    


    
      
         

        
          
            	
                    EXECUTIVE

                  	 	
                    AETNA
                      INC.

                  


          



      

      


      
        	
                /s/
                  Mark T. Bertolini

              	 	
                By:
                  /s/ Elease E. Wright

              
	
                Mark
                  T.  Bertolini

              	 	
                Name:
                  Elease E. Wright

              
	 	 	
                 
                  Senior Vice President,

              
	 	 	
                 
                  Human Resources

              


      

      




    


    Exhibit
      A:  Form of Release

    Exhibit
      B:  Change in Control Excise Tax Policy.

    Exhibit
      C:  Non-Compete Agreement

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      A

    RELEASE
      AGREEMENT

    


    


    In
      consideration of the severance and other benefits payable to me pursuant to
      that
      certain Employment Agreement dated as of July 24, 2007 by and between Aetna
      Inc.
      (the Company) and me and other valuable consideration, the undersigned, Mark
      T.
      Bertolini, 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 Employment
      Agreement.  Notwithstanding the foregoing, there 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 with regard to vested equity.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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.

    
       

    

    4.         CONSIDERATION.  The
      consideration hereby provided to me under the Employment Agreement is not
      required under the Company’s standard policies and I know of no circumstances
      other than my agreeing to the terms of this agreement which would require the
      Company to provide such consideration.

    


    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 of when first 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 (other than with respect to vested benefits)
      that are otherwise payable under the Employment 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:  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.

    


    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.

    


    
      	
              _______________________________

              Mark
                T. Bertolini

            	
              _______________________________

              Date

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      	
              

            	
              Interoffice
                Communication

               

              Elease
                E. Wright

              Senior
                Vice President

              Human
                Resources, RC3A

              (860)
                273-8371

              Fax:  (860)
                560-8721

               

            


    

    
      	
               

            	
              Exhibit
                B

            


    

    


    
      	
              To:

            	
              Mark
                T. Bertolini

            


    

    


    
      	
              Date:

            	
              July
                24, 2007

            


    

    


    
      	
              Subject:

            	
              Change
                in Control Excise Tax Policy

            


    

    


    Pursuant
      to the agreement (the “Agreement”) provided to you by Aetna Inc. (together with
      any successor, “Aetna”) as of the date hereof setting forth your severance
      protection which may be payable to you following a change in control of Aetna,
      you have agreed that you will be subject to the Aetna Change in Control Excise
      Tax Policy for Selected Officers.  This memorandum sets forth the
      terms of that policy as it applies to you.

    


    1.      Initial
      Determinations by Accounting Firm.

    


    
      	
               

            	
              In
                the event that a change in “the ownership or effective control” of Aetna
                or “the ownership of a substantial portion of the assets” of Aetna (a
                “Change in Ownership”) occurs or is expected to occur (in either case
                within the meaning of Section 280G of the Internal Revenue Code of
                1986,
                as amended (the “Code”)), Aetna shall retain a national accounting firm
                selected by Aetna and reasonably acceptable to you (the “Accounting Firm”)
                to perform the calculations necessary under this
                memorandum.  The Accounting Firm shall have discretion to retain
                an independent appraiser with adequate expertise (the “Appraiser”) to
                provide any valuations necessary for the Accounting Firm’s calculations
                hereunder.  Aetna shall pay all the fees and costs associated
                with the work performed by the Accounting Firm and any Appraiser
                retained
                by the Accounting Firm.  If the Accounting Firm has performed
                services for any person, entity or group in connection with the Change
                in
                Ownership, you may select an alternative national accounting firm
                to be
                the Accounting Firm.  If the Appraiser otherwise performs work
                for any of the entities involved in the Change in Ownership or their
                affiliates (or has performed work for any such entity within the
                three
                years preceding the calculations hereunder), then you may select
                an
                alternative appraiser of national stature with adequate expertise
                to be
                the Appraiser.  The Accounting Firm shall provide promptly to
                both Aetna and you a written report setting forth the calculations
                required under this memorandum, together with a detail of all relevant
                supportive data, valuations and calculations.  All
                determinations of the Accounting Firm shall be binding on you and
                Aetna.  When making the calculations required hereunder, you
                shall be deemed to pay:

            


    

    


    
      	
              ·  

            	
              Federal
                income taxes at the highest applicable marginal rate of Federal income
                taxation for the taxable year for which any such calculation is made,
                and

            


    

    


    
      
        1

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              ·  

            	
              any
                applicable state and local income taxes at the highest applicable
                marginal
                rate of taxation for the taxable year for which any such calculation
                is
                made, net of the maximum reduction in Federal income taxes which
                could be
                obtained from deduction of such state and local
                taxes.

            


    

    


    
      	
               

            	
              The
                Accounting Firm shall determine (the "Initial
                Determination"):

            


    

    


    
      	
               
(i)

            	
              the
                aggregate amount of all payments, benefits and distributions provided
                by
                Aetna to you or for your benefit, whether paid or payable or distributed
                or distributable pursuant to the terms of the Agreement or any other
                agreement, plan or arrangement of Aetna or otherwise (other than
                any
                payment pursuant to this memorandum) which are in the nature of
                compensation and contingent upon a Change in Ownership (valued pursuant
                to
                Section 280G of the Code) (collectively the "Payments");
                and

            


    

    


    
      	
                (ii)

            	
              the
                maximum amount of the Payments you would be entitled to receive without
                being subject to the excise tax imposed by Section 4999 of the Code
                (the
                "Payment Cap") (such excise tax, together with any interest or penalties
                with respect to such excise tax, are hereinafter collectively referred
                to
                as the "Excise Tax").

            


    

    


    
      	
              2.

            	
              Initial
                Treatment of Payments.

            


    

    


    
      	
                (a)

            	
              If
                the amount of the Payments does not exceed the Payment Cap, you shall
                be
                entitled to receive the full amount of the
                Payments.

            


    

    


    
      	
                (b)

            	
              If
                the amount of the Payments exceeds the Payment Cap by less than 10%
                of the
                Payment Cap amount, then, notwithstanding anything to the contrary,
                the
                amount of the Payments payable to you shall be reduced to the amount
                of
                the Payment Cap.  In the event that the Payments are subject to
                reduction hereunder, you shall have the right to designate which
                of the
                Payments will be reduced or
                eliminated.

            


    

    


    
      	
                (c)

            	
              If
                the amount of the Payments exceeds the Payment Cap by more than 10%
                of the
                Payment Cap amount, then the amount of the Payments you are entitled
                to
                receive shall not be reduced and Aetna shall pay to you an additional
                payment (a "Gross-Up Payment") in an amount such that after payment
                by you
                of all taxes (including any interest and penalties imposed with respect
                to
                such taxes), including any Excise Tax, imposed upon the Gross-Up
                Payment
                you retain an amount of the Gross-Up Payment equal to the Excise
                Tax
                imposed upon the Payments.  All determinations required to be
                made as to whether a Gross-Up Payment is required and the amount
                of such
                Gross-Up Payment shall be made by the Accounting
                Firm.

            


    

    


    
      	
                (d)

            	
              The
                Initial Determination shall be made within 60 days following the
                Change in
                Ownership, and the payments, if any, under Section 2(c) shall be
                made at
                the time the related compensation is
                paid.

            


    

    


    
      	
              3.

            	
              Redeterminations
                Based on IRS or Court Ruling.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              If
                after the date of the Initial Determination (A) you become entitled
                to
                receive additional Payments (including, without limitation, severance)
                contingent upon the same Change in Ownership, or (B) you become subject
                to
                the terms of any final binding agreement between you and the Internal
                Revenue Service or any decision of a court of competent jurisdiction
                which
                is not appealable or for which the time to appeal has lapsed (a "Final
                Determination") and which is contrary to the Initial Determination,
                then
                based upon such additional Payments or such Final Determination (as
                the
                case may be), the Accounting Firm shall
                recalculate:

            


    

    


    
      	
                (i)

            	
              the
                aggregate Payments (such recalculated amount, the "Redetermined
                Payments"); and

            


    

    


    
      	
                (ii)

            	
              the
                maximum amount of the Redetermined Payments you would be entitled
                to
                receive without being subject to the excise tax imposed by Section
                4999 of
                the Code (the "Redetermined Payment Cap") (such excise tax, together
                with
                any interest or penalties with respect to such excise tax, are hereinafter
                referred to as the "Redetermined Excise
                Tax").

            


    

    


    
      	
              4.

            	
              Reconciliations
                Based on Redeterminations.

            


    

    


    
      	
                (a)

            	
              If
                the Redetermined Payment Cap is greater than the Payment Cap (and
                your
                Payments were reduced pursuant to paragraph 2(b)), then Aetna shall
                promptly pay you the amount by which the Redetermined Payments Cap
                exceeds
                the Payment Cap, together with interest on such difference at the
                applicable Federal rate (as defined in Section 1274(d) of the Code)
                (the
                "Federal Rate") from the original Payment due date to the date of
                actual
                payment of the difference by Aetna.

            


    

    


    
      	
                  
                (b)

            	
              If
                the aggregate value of the Redetermined Payments exceeds the Redetermined
                Payment Cap by less than 10%, then, notwithstanding anything to the
                contrary, the amount of the Redetermined Payments that you are entitled
                to
                receive and retain shall be reduced to the amount of the Redetermined
                Payment Cap.  In the event that the Redetermined Payments are
                subject to reduction under this paragraph and any such portion of
                the
                Redetermined Payments have not yet been paid to you, you shall have
                the
                right to designate which portion of such unpaid Redetermined Payments
                should be reduced or eliminated.  If you have previously
                received any Payments in excess of the Redetermined Payment Cap,
                such
                excess Payments shall be deemed for all purposes to be a loan to
                you made
                on the date of receipt of such excess Payments, which you shall have
                an
                obligation to repay to Aetna on demand, together with interest on
                such
                amount at the applicable Federal rate (as defined in Section 1274(d)
                of
                the Code) from the date of your receipt of such excess Payments to
                the
                date of repayment by you.  Notwithstanding the foregoing, if any
                portion of such excess Payments which is to be refunded to Aetna
                has been
                paid to any Federal, state or local tax authority, repayment thereof
                shall
                not be required until actual refund or credit of such portion has
                been
                made to you, and interest payable to Aetna shall not exceed interest
                received or credited to you by such tax authority for the period
                it held
                such portion.  In addition, if, pursuant to a Final
                Determination, any such excess Payments are not deemed a loan and
                as a
                result you are subject to Redetermined Excise Tax, then you shall
                be
                treated as if the aggregate value of the Redetermined Payments exceeds
                the
                Redetermined Payment Cap by more than 10% under paragraph 3(c) and
                you
                shall be entitled to the Supplemental Gross-Up Payment, subject to
                all the
                attendant conditions set forth
                below.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
                  
                (c)

            	
              If
                the aggregate value of the Redetermined Payments exceeds the Redetermined
                Payment Cap by more than 10%, then the amount of the Redetermined
                Payments
                you are entitled to receive and retain shall not be reduced and Aetna
                shall pay to you an additional payment (a “Supplemental Gross-Up Payment”)
                in an amount such that after payment by you of all taxes (including
                any
                interest and penalties imposed with respect to such taxes), including
                any
                Redetermined Excise Tax, imposed on the Supplemental Gross-Up Payment
                you
                retain an amount of the Supplemental Gross-Up Payment; provided that
                if
                you have previously received a Gross-Up Payment, the amount of the
                Supplemental Gross-Up Payment shall be reduced by the amount of the
                Gross-Up Payment you previously received, so that you will be fully
                reimbursed, but will not receive duplicative
                reimbursements.  If, however, the Excise Tax exceeds the
                Redetermined Excise Tax, you shall have an obligation to repay to
                Aetna.  Notwithstanding the foregoing, in the event any portion
                of the Gross-Up Payment to be refunded to Aetna has been paid to
                any
                Federal, state or local tax authority, repayment thereof shall not
                be
                required until actual refund or credit of such portion has been made
                to
                you.  You and Aetna shall mutually agree upon the course of
                action to be pursued (and the method of allocating the expenses thereof)
                if your good faith claim for refund or credit is
                denied.

            


    

    


    
      	
               

            	
              5.

            	
              Procedures
                With Respect to IRS Claims.

            


    

    


    
      	
               

            	
              You
                shall notify Aetna in writing of any claim by the Internal Revenue
                Service
                relating to any unpaid excise tax applicable to the
                Payments.  Such notification shall be given as soon as
                practicable but no later than twenty business days after you know
                of such
                claim and shall apprise Aetna of the nature of such claim, any assessment
                under such claim and the date on which such assessment is requested
                to be
                paid.  You shall not pay such claim prior to the expiration of
                the thirty day period following the date on which you give such notice
                to
                Aetna (or such shorter period ending on the date that any payment
                of taxes
                with respect to such claim is due).  If Aetna notifies you in
                writing prior to the expiration of such period that it desires to
                contest
                such claim, you shall:

            


    

    


    
      	
                (a)

            	
              give
                Aetna any information reasonably requested by Aetna relating to such
                claim,

            


    

    


    
      	
                (b)

            	
              take
                such action in connection with contesting such claim as Aetna shall
                reasonably request in writing from time to time including, without
                limitation, accepting legal representation with respect to such claim
                by
                an attorney reasonably selected by
                Aetna,

            


    

    


    
      	
                (c)

            	
              cooperate
                with Aetna in good faith in order effectively to contest such claim,
                and

            


    

    


    
      	
                (d)

            	
              permit
                Aetna to participate in any proceedings relating to such
                claim;

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    provided,
      however, that Aetna shall bear and pay directly all costs and expenses
      (including additional interest and penalties) incurred in connection with such
      contest and shall indemnify and hold you harmless, on an after-tax basis, for
      any Excise Tax, Redetermined Excise Tax or income tax, including interest and
      penalties with respect thereto, imposed as a result of such representation
      and
      payment of costs and expenses.  Without limitation on the foregoing,
      Aetna shall control all proceedings taken in connection with such contest and,
      at its sole option, may pursue or forego any and all administrative appeals,
      proceedings, hearings and conferences with the taxing authority in respect
      of
      such claim and may, at its sole option, either direct you to pay the tax claimed
      and sue for a refund or contest the claim in any permissible manner, and you
      agree to prosecute such contest to a determination before any administrative
      tribunal, in a court of initial jurisdiction and in one or more appellate
      courts, as Aetna shall determine; provided, however, that if Aetna directs
      you
      to pay such claim and sue for a refund, Aetna shall advance the amount of such
      payment to you, on an interest-free basis, and shall indemnify and hold you
      harmless, on an after-tax basis, from any Excise Tax, Redetermined Excise Tax
      or
      income tax, including interest and penalties with respect thereto, imposed
      with
      respect to such advance or with respect to any imputed income with respect
      to
      such advance; and further provided that any extension of the statute of
      limitations relating to payment of taxes for the taxable year of you with
      respect to which such contested amount is claimed to be due is limited solely
      to
      such contested amount.  Furthermore, Aetna’s control of the contest
      shall be limited to issues with respect to which a Gross-Up Payment would be
      payable hereunder and you shall be entitled to settle or contest, as the case
      may be, any other issue raised by the Internal Revenue Service or any other
      taxing authority.

    


    If
      after the receipt by you of an amount advanced by Aetna pursuant to the
      foregoing, you become entitled to receive any refund with respect to such claim,
      you shall (subject to Aetna’s complying with the requirements of above with
      respect to any contestation of an excise tax claim) promptly pay to Aetna the
      amount of such refund (together with any interest paid or credited thereon
      by
      the taxing authority after deducting any taxes applicable
      thereto).  If, after the receipt by you of an amount advanced by Aetna
      hereunder, a determination is made that you shall not be entitled to any refund
      with respect to such claim and Aetna does not notify you in writing of its
      intent to contest such denial of refund prior to the expiration of thirty days
      after such determination, then such advance shall be forgiven and shall not
      be
      required to be repaid and the amount of such advance shall offset, to the extent
      thereof, the amount of the Supplemental Gross-Up Payment required to be paid
      hereunder.  The forgiveness of such advance shall be considered part
      of the Supplemental Gross-Up Payment and subject to gross-up for any taxes
      (including interest or penalties) associated therewith.

    


    The
      terms of this document shall not be amended, modified or curtailed without
      your
      written consent.

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    Exhibit
      C

    


     NON-COMPETITION
      AGREEMENT

    


    I,
      Mark
      T. Bertolini, an executive of Aetna Inc. and its subsidiaries and affiliates
      (collectively, the "Company") am desirous of accepting the position of President
      of the Company;

    


    In
      consideration of
      my entry into the Employment Agreement dated July 24, 2007 (“Employment
      Agreement”), my appointment to the position of President of the Company and the
      related compensation actions, and other good and sufficient consideration,
      I
      hereby covenant and agree as follows:

    


    
      	
              1.  

            	
              I
                agree that so long as I am employed with the Company and for a period
                of  twelve (12) months after my employment with the Company has
                been terminated for any reason, whether with or without cause and
                whether
                voluntarily or involuntarily, other than a termination of employment
                that
                occurs during the 24-month period following a Change in Control or
                in
                Contemplation of a Change in Control (each as defined below), I will
                not
                directly or indirectly, (a) engage in the ownership (except less
                than 1%
                of the outstanding capital stock of any publicly traded company)
                of, (b)
                become an employee of, or (c) act as a consultant, director or
                contractor to, any competitor of the Company engaged in health care
                business (“Competitor”).  For purposes of this paragraph,
                “Competitor” shall mean the four companies on a list provided by the
                Company to the Executive (the “Specified Entities”).  The
                initial list of Specified Entities shall be provided simultaneously
                with
                execution of this Agreement.  The Specified Entities may be
                changed by the Company from time to time (but shall never be more
                than
                four) by delivering a new list to me, provided that (i) any change
                in the
                list delivered to me within 90 days prior to or at any time after
                termination of my employment with the Company shall be null and void
                and
                (ii) any change in the list is applicable to other senior executives
                of
                the Company with a similar non-competition agreement. The Company
                does not
                intend to enforce the restrictions in this paragraph to the extent
                (a)
                such enforcement would violate applicable law or (b) the restrictions
                are
                invalid or void under applicable
                law.

            


    

    


    For
      this Agreement, Change in Control means:  the occurrence of any of the
      following events:

    


    (a)    When
      any
“person” as defined in Section 3(a)(9) of the Exchange Act and as used in
      Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d)
      of the Exchange Act but excluding the Company and any Subsidiary thereof and
      any
      employee benefit plan sponsored or maintained by the Company or any Subsidiary
      (including any trustee of such plan acting as trustee), directly or indirectly,
      becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act,
      as amended from time to time), of securities of the Company representing 20
      percent or more of the combined voting power of the Company’s then outstanding
      securities;

    


    (b)    When,
      during any period of 24 consecutive months the individuals who, at the beginning
      of such period, constitute the Board (the “Incumbent Directors”) cease for any
      reason other than death to constitute at least majority thereof, provided that
      a
      Director who was not a Director at the beginning of such 24-month period shall
      be deemed to have satisfied such 24-month requirement (and be an Incumbent
      Director) if such Director was elected by, or on the recommendation of or with
      the approval of, at least two-thirds of the Directors who then qualified as
      Incumbent Directors either actually (because they were directors at the
      beginning of such 24-month period) or by prior operation of this paragraph
      (b);
      or

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)    The
      occurrence of a transaction requiring stockholder approval for the acquisition
      of the Company by an entity other than the Company or a Subsidiary through
      purchase of assets, or by merger, or otherwise.

    


    Notwithstanding
      the foregoing, in no event shall a “Change in Control” be deemed to have
      occurred (i) as a result of the formation of a Holding Company, or (ii) with
      respect to Executive, if Executive is part of a “group,” within the meaning of
      Section 13(d)(3) of the Exchange Act as in effect on the Effective Date, which
      consummates the Change in Control transaction.  In addition, for
      purposes of the definition of “Change in Control” a Person engaged in business
      as an underwriter of securities shall not be deemed to be the “Beneficial Owner”
of, or to “beneficially own,” any securities acquired through such Person’s
      participation in good faith in a firm commitment underwriting until the
      expiration of forty days after the date of such acquisition.

    


    For
      purposes of this Agreement, the term “Holding Company” shall mean an entity that
      becomes a holding company for the Company or its businesses as a part of any
      reorganization, merger, consolidation or other transaction, provided that the
      outstanding shares of common stock of such entity and the combined voting power
      of the then outstanding voting securities of such entity entitled to vote
      generally in the election of directors is, immediately after such
      reorganization, merger, consolidation or other transaction, beneficially owned,
      directly or indirectly, by all or substantially all of the individuals and
      entities who were the beneficial owners, respectively, of the voting stock
      outstanding immediately prior to such reorganization, merger, consolidation
      or
      other transaction in substantially the same proportions as their ownership,
      immediately prior to such reorganization, merger, consolidation or other
      transaction, of such outstanding voting stock.

    


    “Contemplation
      of a Change in Control” is when a Change in Control occurs and a
      Qualifying Event (as defined in the Employment Agreement) occurs prior to the
      date on which a Change in Control occurs, and it is reasonably
      demonstrated by the Executive that such Qualifying Event (i) was at the request
      of a third party who was taking steps reasonably calculated to effect the Change
      in Control or (ii) otherwise arose in connection with, or in anticipation of,
      the Change in Control.

    


    
      	
              2.  

            	
              I
                understand that upon termination my employment (whether or voluntary
                or
                involuntary, with or without cause), and prior to such termination
                upon
                request of the Company, I shall immediately return to the Company
                all
                Company property, documentation, trade secrets, confidential information
                and proprietary materials in my possession, custody or control, and
                shall
                return any copies thereof.  After termination of my employment
                with the Company, I further agree to cooperate reasonably with all
                matters
                requested by the Company within the scope of my employment with the
                Company, provided that any reasonable out-of-pocket expenses incurred
                in
                connection with any assistance Executive has been requested to provide
                under this provision shall be reimbursed by the Company.  The
                Company agrees and acknowledges that it shall, to the maximum extent
                possible under the then prevailing circumstances, coordinate any
                such
                request with the Executive’s other commitments and responsibilities to
                minimize the degree to which such request interferes with such commitments
                and responsibilities.

            


    

    


    
       

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              3.  

            	
              I
                agree that if the scope of enforcement of this Agreement is ever
                disputed,
                a court or other competent trier of fact may modify and enforce it
                to the
                extent it believes is lawful and
                appropriate.

            


    

    


    
      	
              4.  

            	
              I
                acknowledge that compliance with this Agreement is necessary to protect
                the business and good will of the Company and that any actual or
                prospective breach will cause injury or damage to the Company which
                may be
                irreparable and for which money damages may not be adequate.  I
                therefore agree that if I breach or attempt to breach this Agreement,
                the
                Company shall be entitled to obtain temporary, preliminary and permanent
                equitable relief, without bond, to prevent irreparable harm or injury,
                and
                to money damages, together with any and all other remedies available
                under
                applicable law.   In addition, in the event of a willful,
                material violation of the Agreement, the Company shall have no further
                obligation (i) to pay the benefits otherwise due and payable after
                the
                violation pursuant to Section 3.03 (b) of the Employment Agreement;
                (ii)
                to honor the exercise of any options or stock appreciation rights
                not yet
                exercised.   The remedies in this paragraph are cumulative
                and are in addition to any other rights and remedies the Company
                may have
                at law or in equity (including but not limited to the award of damages)
                as
                an arbitrator (or court) shall reasonably determine.
                

            


    

    
      	
               

            	 


    

    
      	
              5.  

            	
              Any
                controversy or claim arising out of or relating to this Agreement
                or the
                breach, termination, or validity thereof, except for temporary,
                preliminary, or permanent injunctive relief or any other form of
                equitable
                relief, shall be settled by binding arbitration administered by the
                American Arbitration Association (“AAA”) and conducted pursuant to the
                AAA's National Rules for Dispute Resolution, as modified in Aetna's
                Employment Dispute Arbitration Program in effect at the time the
                request
                for arbitration is filed.

            


    

    


    
      	
              6.  

            	
              This
                Agreement shall be construed in accordance with the laws of the State
                of
                Connecticut.  I hereby irrevocably consent to the personal
                jurisdiction of the courts of the State of Connecticut, it being
                acknowledged that the Company maintains its headquarters in said
                location.

            


    

    


    
      	
              7.  

            	
              I
                acknowledge that the Company is relying upon my foregoing commitments
                and
                obligations in revealing trade secrets and confidential information
                to me,
                in making any future annual bonus or salary increase and/or any other
                payments to me, and in otherwise employing
                me.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties, intending to be legally bound, state that they
      understand this agreement, enter into it freely, and have duly executed it
      below.

    


    
      	
              Executed
                by:

            	 	
              Accepted
                by:

            
	
              Mark
                T. Bertolini

            	 	
              AETNA
                INC.

            


    

    


     

    
      
        	
                /s/
                  Mark T.
                  Bertolini                       
                   

              	 	
                By:  /s/
                  Elease E. Wright        
                   

              
	
                (Signature)

              	 	
                Elease
                  E. Wright

              
	 	 	 
	
                Mark T.
                  Bertolini                                              
                  

              	 	
                   
                  7-23-07                            
                     
                                      
                  

              
	
                (Printed
                  Name)

              	 	
                (Date)

              
	 	 	 
	
                EVP,
                  Head of Business Operations

              	 	 
	
                (Title)

              	 	 
	 	 	 
	
                  
                  7-23-07                                      
                        

              	 	 
	
                (Date)