EMPLOYMENT AGREEMENT, dated as May 7, 1996, by and between Aetna Life and Casualty Company, a
Connecticut corporation (the "Company"), and Frolly M. Boyd ("Executive").
W I T N E S S E T H:
WHEREAS, the Company believes that Executive is a key health care employee and that it is in the Company's
best interests to retain the services of Executive;
WHEREAS, the Company therefore desires to retain the services of Executive and to enter into an agreement
embodying the terms of such employment (the "Agreement"); and
WHEREAS, Executive desires to accept such employment and enter into such Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Company and Executive
hereby agree as follows:
1. Employment. Except as provided in Paragraph 6(a), the Company shall continue to employ Executive and
Executive agrees to remain employed by the Company under the terms of this Agreement for the period
commencing on the date first written above and ending December 31, 1998. The period during which Executive
is employed pursuant to this Agreement shall be referred to as the "Contract Employment Period". The Contract
Employment Period shall automatically be extended for one additional year unless, not later than 180 days prior
to the end of the Contract Employment Period, the Company or Executive shall have given notice not to extend
the Contract Employment Period. The giving by the Company of a notice not to extend the Contract Employment
Period shall not constitute a Termination Without Cause or a Termination for Good Reason (as defined below).
Upon the expiration of the Contract Employment Period, Executive's employment with the Company shall
continue on an at-will basis.
2. Position and Duties. During the Contract Employment Period, Executive shall serve in Executive's current
position or such other comparable or better position or positions with the Company and its subsidiaries as the
Chief Executive Officer or the Board of Dire