EX-10.12: AMENDMENT #2 TO EMPLOYMENT AGREEMENT

Exhibit 10.12

AMENDMENT 2 TO EMPLOYMENT AGREEMENT

     AMENDMENT dated as of January 3, 2006 (“ 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 ”) as amended as of June 27, 2003 (certain capitalized terms used herein being defined in Article 7 of the Agreement).

     WHEREAS, the Board and the Executive desire to plan for a successful transition of responsibilities and to 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 1.01 of the Agreement shall be deleted and replaced in its entirety as follows:

“SECTION 1.01. Position. On February 14, 2006 Executive’s title and job responsibilities shall be that of an executive officer Chairman of the Board.”

     2. Section 2 of the Amendment dated as of June 27, 2003 shall be deleted and replaced in its entirety as follows:

“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 and any future increases shall be mandatorily deferred (but nevertheless remain eligible for benefits) until the later of (i) the date on which said amounts would be deductible by the Company under IRC Section 162(m), and (ii) the date or dates elected by Executive prior to the effective date of such increase (subject to the requirements of IRC Section 409A as applicable), but with respect to any salary above $1,000,000 earned on or after January 1, 2005, no date earlier than six months following Executive’s termination of employment, and said deferrals 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 6.15(b) of the Employment Agreement shall be modified as follows: each reference to “two years after the termination of the Employment Term” shall be replaced with the phrase “three years after the termination of the Employment Term”, so that the two year nonsolicitation provisions contained therein shall be extended to three years. Similarly, Section 6.15(c)(i) of the Employment Agreement shall be modified to replace the reference to “one year after the termination of the Employment Term” with the phrase “three years after the termination of the Employment Term”, so that the one year non-compete provision contained therein shall be extended to three years. In consideration of these extensions, the Company shall pay the Executive on each of first, second and third anniversaries of his termination of employment due to “Retirement” the amount of $150,000. The phrase “ Retirement ” as used herein shall mean termination of employment by Executive provided that the Executive’s age and completed years of service total 65 or more points at such termination. In addition, if Executive’s Consultancy pursuant to Section 5 of the Consulting Agreement (described below) is extended for either one or two years past the initial three-year term of the consultancy, the Executive shall be entitled to an additional $150,000 (payable on the fourth and fifth anniversary of his termination of employment due to Retirement) in consideration for each year in which the nonsolicitation and non-compete covenants contained in

Section 6.15(b) and 6.15(c)(i) of the Employment Agreement are renewed concurrent with the renewal (if any) of the Consultancy term. Notwithstanding anything herein to the contrary, should the non-compete agreement described in this Section 3 be terminated prior to the time any annual $150,000 payment is due, the Company shall pay the Executive a pro-rated amount for each full month for which the Executive was subject to the non-compete during such annual period. For avoidance of doubt, the parties agree that this Section 3 of the Amendment 2 to the Employment Agreement, together with Sections 6.15 and 6.16 of the Employment Agreement, shall survive the Executive’s termination of employment and expiration of the Employment Term.

     4. Effective upon the termination of the Executive’s employment due to Retirement, the Company agrees to enter into a Consulting Agreement on the terms, conditions and in the form attached hereto as Exhibit A which is incorporated herein and made a part hereof.

     5. In the event the Executive terminates his employment due to Retirement prior to the end of a fiscal year, he shall be entitled to a pro-rata annual bonus for performance related to such fiscal year, calculated (consistent with historical practices) and paid at the same time as the Company makes such calculations and payments to other senior executives of the Company.

     6. Upon Executive’s Retirement, the parties agree that all rights and obligations contained in the Agreement shall be extinguished, except as provided in this Amendment 2 and as provided in Sections 5.01 (Successors), 5.02 (Assignment by Executive), 6.02 (Legal Fees and Expenses), 6.03 (Arbitration), 6.05 (Non-Exclusivity of Benefits), 6.07 (Mitigation), 6.12 (Governing Law), 6.14 (Indemnification), 6.15 (Nondisclosure, Nonsolicitation, Noncompete, and Nondisparagement) and 6.15 (Material Inducement; Specific Performance), all of which shall survive the Executive’s termination of employment and expiration of the Employment Term until the later of (i) the three year anniversary from date of Executive’s termination of employment, and (ii) the expiration of the Consultancy term.

     7. Notwithstanding anything to the contrary, to the extent necessary to comply with Section 409A of the Internal Revenue Code, payments to be made following termination of employment and entry into the Consulting Agreement shall not be paid until the six month anniversary of the Consultant’s termination of employment.

     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.

Exhibit A: Form of Consulting Agreement

Exhibit A

CONSULTING AGREEMENT

     This Consulting Agreement (this “Agreement”) is made as of the                      day of                      , 2006, by and between Aetna Inc. (“Company”) and John W. Rowe, M.D. (“Consultant”). The parties hereto agree as follows:

     1.  Engagement . Company hereby engages Consultant and Consultant hereby agrees to render at the request of the Company’s Chief Executive Officer or Board of Directors, upon reasonable notice, independent consulting services for Company on matters of an executive and/or high level nature, including but not limited to design and analysis of Company’s experience with various products and strategies including consumer-directed health plans, Aexcel networks, Chairman initiatives, Medicare, pharmaceutical programs, wellness programs, and other business matters as agreed by the parties. At the Company’s request, Consultant will collaborate with the Company on presentation and publication of the results of these analyses for use by the Company, internally or externally. In addition, at the Company’s request, Consultant shall serve as a director of the Aetna Foundation, Inc. and continue to participate in specific community activities, including Board-related service, as requested by Company and agreed to by Consultant. In this engagement and all activities hereunder, Consultant shall serve as an independent contractor and not an employee of Company, as further explained in Section 6 below.

     2.  Term . The term of this Agreement shall begin as of [                      , 2006] and shall terminate on [                      , 2009], unless terminated earlier or extended pursuant to Section 5 of this Agreement.

     3.  Compensation . As compensation for all services rendered by Consultant under this Agreement, Company shall pay Consultant at a per diem rate of $4,000 per day and at $2,000 per half-day for consulting services excluding any communi