AEtna Interoffice Mary Ann Champlin
Communication Aetna Human Resources, RC3A
Fax: (860) 560-8721
To Daniel P. Kearney
Date July 22, 1996
Subject EMPLOYMENT AGREEMENT
I am pleased to inform you that effective July 19, 1996, Aetna
Inc. has assumed all of the obligations of Aetna Services, Inc.
(formerly Aetna Life and Casualty Company) under your Employment
Agreement with Aetna Services, Inc. All references to the
'Company' in your Employment Agreement will hereinafter be deemed
to mean both Aetna Services, Inc. and Aetna Inc. Among other
things, this means that the Change in Control provisions of your
Employment Agreement would be triggered by a change in control of
either Aetna Services, Inc. or Aetna Inc.
By way of background, Aetna Inc. became the ultimate parent within
the Aetna holding company system as a result of the merger with
U.S. Healthcare. Your Employment Agreement was entered into with
Aetna Services, Inc., which is now a direct subsidiary of Aetna
Inc. We felt it would be appropriate for the new ultimate parent,
Aetna Inc., to assume these obligations to place you on an
equivalent footing post-merger.
The assumption of your Employment Agreement is self-executing.
You do not need to take any action in response to this letter. If
you have any questions or concerns, please let me know.
/s/ Mary Ann Champlin