Employment Agreement - Aetna International Inc. and Frederick C. Copeland Jr.


151 Farmington Avenue                      RICHARD L. HUBER                  
Hartford, CT  06156                        Vice Chairman                     
                                           Strategy, Finance & Administration
                                           (203) 273-7551                    
                                           





June 6, 1995

Frederick C. Copeland, Jr.
75 Bloomfield Avenue
Hartford, CT  06105

Dear Rick,

On behalf of Aetna, I am pleased to offer you the position of President of Aetna
International Inc. As we discussed, this offer is subject to the approval of
Aetna's Board of Directors. The specifics of the offer are as follows:

1.     STARTING DATE: On or about July 1, 1995, but no later than July 15, 1995.

2.     BASE SALARY: Your base salary will be $300,000 per annum payable
       biweekly. This will be reviewed on the basis of your performance during
       our annual salary review process in 1996 and each year thereafter as long
       as you are employed by Aetna. The Company may also, from time to time,
       review and adjust salaries to reflect appropriate compensation for each
       position.

3.     ANNUAL BONUS PROGRAM: You will also be eligible for consideration for an
       award under the Company's annual incentive program beginning with the
       1995 performance year (payable in 1996) as long as the plan is in effect.
       For the performance year of 1995, we will guarantee you a minimum award
       of $100,000.

4.     FUTURE BONUS PAYMENTS: We will consider a combination of Company, and
       individual performance and under the current plan, your bonus target will
       be 35% of your base salary. Each year, while you are employed by Aetna,
       you will be eligible for consideration for additional awards under the
       annual incentive program while the plan remains in effect.

5.     STOCK OPTION PLAN: We will recommend to the Aetna Board Committee on
       Compensation and Organization that you be granted this year an option to
       purchase 8,000 shares of Aetna's common stock. The option will be based
       on the price of a share on the date on which approval is secured from the
       Committee. These options are not exercisable for the first year after the
       date of grant and will vest in installments thereafter. Thereafter while
       employed by Aetna, you will be eligible for consideration for grants
       under the Stock Incentive Plan while the plan remains in effect.





Page 2
Frederick C. Copeland, Jr.
June 6, 1995


6.     LONG-TERM INCENTIVE PROGRAM: In addition, we will recommend a grant of
       4,700 ACEShares, subject to Committee approval, for the performance cycle
       1995-1998, to be granted at the next Board meeting where grants will be
       made (expected in September, 1995). This award will vest, if at all, only
       upon attainment of performance objectives as determined by the Committee.
       Details of the Company's Long-term Incentive Program exercise, ownership
       and vesting provisions will be forwarded to you upon Board approval.

7.     PENSION: Your participation in the pension plan will automatically begin
       after you have completed one year of service with Aetna. Under the terms
       of the plan currently in effect, you will receive credit for years of
       service from your date of employment. We also will credit you under a
       supplemental plan with an additional three years of service as follows:
       the first after two years of active service; the second after three years
       of active service; and the third after four years of active service.
       Thereafter, you will accumulate one year for each year you remain in the
       employ of the Company (but no more than 35 years, the maximum under the
       plans) as long as the plan remains in effect. Under the plan, your
       benefit vests after five years of credited service.

8.     SIGN-ON BONUS: A one-time payment of $60,000 (before taxes) will be made
       as soon as possible after you begin work at Aetna in recognition of your
       career move. You will repay this amount in full to Aetna if you
       voluntarily leave within twelve months.

9.     INCENTIVE SAVINGS PLAN: You will be eligible to participate in the Aetna
       Incentive Savings Plan after you have completed one year of service.
       However, during your first year of service, you will eligible to defer up
       to six percent of your base salary under a non-qualified supplemental
       plan. Under the supplemental plan now in effect, the Company will match
       100% of the first 5% of base salary you defer.

10.    MEDICAL, DENTAL AND LIFE INSURANCE: You will be eligible to participate
       in our contributory flexible benefit plan.

11.    VACATION: In 1995, you will receive 10 days of accrued vacation for your
       use as soon as you join the Company. Thereafter, for the purpose of
       vacation day accrual only, you will be treated as a 10-year employee;
       that is, currently a maximum of 20 vacation days per year.

12.    SEVERANCE: If your employment is involuntarily terminated under
       circumstances that would call for benefits under the provisions of the
       Aetna Severance Pay Plan, subject to receipt of customary convenants and
       releases, you will be entitled to the standard benefits of the plan with
       a minimum total benefit, inclusive of any notice, of 52 weeks.

13.    CONTINGENCIES: The offer is contingent upon receipt of documents which
       show that you are legally entitled to work in the United States (these
       must be presented on your first day) and satisfactory results from a drug
       test which will be scheduled at your convenience prior to your start
       date.



Page 3
Frederick C. Copeland, Jr.
June 6, 1995


Please read the enclosed Benefits Handbook carefully in order to fully
understand the terms and conditions of the plans mentioned above.

We are delighted to extend this offer to you and look forward to your
acceptance. We hope this employment relationship will be mutually enjoyable and
lasting. Of course, you may terminate your employment at any time, as may Aetna.

Please acknowledge your acceptance of this offer by initialing the enclosed copy
of this letter, completing the enclosed employment application and returning
both to me. I would greatly appreciate your response within seven (7) days after
receipt of this letter. If you have any questions or would like to discuss the
terms of our offer, please do not hesitate to call me.

Sincerely,


/s/ Richard L. Huber
Richard L. Huber
Vice Chairman





/s/ Frederick C. Copeland, Jr.    6/9/95
----------------------------------------
Accepted
Frederick C. Copeland, Jr.


Enclosures:






 TYPE:  EX-10.35
 SEQUENCE:  6
 DESCRIPTION:  AMENDMENT TO LETTER AGREEMENT



                                                                   EXHIBIT 10.35


                               INTEROFFICE
                               COMMUNICATION       MARY ANN CHAMPLIN
                                                   Aetna Human Resources, RC3A
                                                   (860) 273-8371
                                                   Fax:  (860) 560-8721







To       Frederick C. Copeland, Jr.

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