AMENDMENT TO EMPLOYMENT AGREEMENT



 



Exhibit 10.1


AMENDMENT TO EMPLOYMENT
AGREEMENT



     AMENDMENT
dated as of June 27, 2003 (“Amendment”) to that certain
Employment Agreement (“Agreement”) dated as of September 6, 2000 by and between
Aetna Inc., a Pennsylvania corporation, and John W. Rowe, M.D. (“Executive”)
(certain capitalized terms used herein being defined in Article 7 of the
Agreement).


     WHEREAS, the Board and the Executive desire to extend the term of and
otherwise amend the Agreement on the terms and conditions set forth below;


     WHEREAS, the Company and Executive desire to enter into this Amendment
embodying the terms of such extension and amendment;


     NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in this Amendment, 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:


     1.     Section 1.02 of the Agreement shall be deleted and replaced in its
entirety as follows:



		
	 	“SECTION 1.02. Term. Executive shall be employed by the Company
for a period commencing on the Effective Date and, subject to
earlier termination as provided herein, ending on December 31, 2006
(the “Employment Term”).”



     2.     Effective July 7, 2003, Executive’s Base Salary as referred to in
Section 2.01 shall be increased by $100,000 to the annual rate of $1,100,000,
payable in accordance with the payroll and administrative practices of the
Company from time to time; provided, however, that such increase shall be
mandatorily deferred (but nevertheless remain eligible for benefits) until the
later of a date or dates elected by Executive prior to the effective date of
such increase or the January 1st following Executive’s termination of
employment and shall earn a rate of return in accordance with the Company’s
deferral program applicable to the Company’s senior executive officers in
effect from time to time.


     3.     Section 2.04 of the Agreement shall be deleted and replaced in its
entirety as follows:



		
	 	“SECTION 2.04. Life Insurance. During the Employment Term,
Company shall pay an annual premium of $73,500 on life insurance
covering Executive and payable to beneficiaries designated by
Executive.”



     4.     Section 2.05(c) of the Agreement shall be deleted and replaced in its
entirety as follows:


 






 



		
	 	“SECTION 2.05. Employee Benefits. (c) Upon attaining age 62,
Executive shall be entitled to a single life annuity for his lifetime
under the Company’s supplemental non-qualified defined benefit plan
of not less than $750,000, offset by the single life annuity
equivalent amount, using the factors identified in said supplemental
non-qualified defined benefit plan, attributable to Company
contributions to the Company’s qualified and non-qualified defined
contribution and defined benefit plans (the “Pension Benefits”).
Executive shall vest in the Pension Benefits, subject to continued
employment with the Company, in annual installments as follows:
$300,000 on September 14, 2002, an additional $150,000 on September
14, 2003, an additional $150,000 on September 14, 2004, and an
additional $150,000 on September 14, 2005. The Pension Benefit shall
be payable in the form and at the times provided, from time to time,
in the Retirement Plan.”



     5.     Section 3.05 regarding non-renewal payments shall no longer be
applicable and shall be deleted in its entirety.


     Except as modified above, all of the provisions, terms and conditions of
the Agreement remain in full force and effect.


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



	 	 	 
	JOHN W. ROWE, M.D.	 	
AETNA INC.




	 	 	 	 	 
	/s/: John W. Rowe, MD

	 	
By:
	 	/s/: Elease E. Wright


Elease E. Wright

Title: Senior Vice President HR