AETNA LIFE INSURANCE & ANNUITY CO /CT
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>a2043150zex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.3



                           EMPLOYEE BENEFITS AGREEMENT

                                     between

                                   Aetna Inc.

                                       and

                           Aetna U.S. Healthcare, Inc.

                           --------------------------


                         DATED AS OF DECEMBER 13, 2000

<PAGE>

                           EMPLOYEE BENEFITS AGREEMENT


         EMPLOYEE BENEFITS AGREEMENT (the "AGREEMENT") dated as of December 13,
2000, among Aetna Inc., a Connecticut corporation (together with its successors,
"AI") and Aetna U.S. Healthcare, Inc., a Pennsylvania corporation (together with
its successors, "AUSHC") (AI and AUSHC, the "AETNA COMPANIES").

                              W I T N E S S E T H :


         WHEREAS, AI has decided to consolidate the assets and operations of its
health care businesses and certain other businesses worldwide into AUSHC and its
subsidiaries and affiliates and to distribute the Common Stock of AUSHC to the
holders of AI capital stock (the "DISTRIBUTION"); and

         WHEREAS, in furtherance of the foregoing, AI and AUSHC have entered
into a distribution agreement, dated as of the date of this agreement (the
"DISTRIBUTION AGREEMENT"), and certain other agreements that will govern certain
matters relating to the Distribution and the relationship of AI and AUSHC and
their respective Subsidiaries following the Distribution; and

         WHEREAS, pursuant to the Distribution Agreement, AI and AUSHC have
agreed to enter into this Agreement for the purpose of allocating assets,
liabilities, and responsibilities with respect to certain employee compensation
and benefit plans and programs between them;

         NOW, THEREFORE, in consideration of the mutual promises contained
herein and in the Distribution Agreement, the Parties (as that term is defined
in the Distribution Agreement) agree as follows:




                                    ARTICLE 1
                                  Definitions

         Section 1.01 DEFINITIONS. (a) The following terms, as used herein,
shall have the following meanings:

         "ACTION" means any claim, suit, action, arbitration, inquiry,
investigation or other proceeding of any nature (whether criminal, civil,
legislative, administrative, regulatory, prosecutorial or otherwise) by or
before any arbitrator or Governmental Entity or similar Person or body.

         "AFFILIATE" means Affiliate as such term is defined in the Distribution
Agreement.

         "AI BUSINESS" means the Aetna Business as such term is defined in the
Distribution Agreement.

         "AI COMPANIES" means AI and the AI Subsidiaries.
<PAGE>

         "AI EMPLOYEE GROUP" means all AI Employees and AI Non-U.S. Employees.

         "AI EMPLOYEES" means each Person who (x) is actively employed in the AI
Business in the United States who is listed on the payroll records of any of the
AI Companies on the Distribution Date, (y) is on short-term disability leave,
authorized leave of absence, military service or lay-off with recall rights, in
each case in the United States, as of the Distribution Date and who was last
actively employed in the AI Business by an AI Company (such inactive employees
shall be offered employment by an AI Company as of the date they return to
active employment), or (z) is listed on Schedule 1 hereto as an AI Employee and,
in each case, their respective beneficiaries. AI, AUSHC and ING America
Insurance Holdings, Inc. shall cooperate and mutually agree on the Persons to be
listed on Schedule 1 and those individuals who shall be considered AI Employees
pursuant to clause (y) above, the following sentence and Article 9 hereof. The
foregoing notwithstanding, AI Employees shall include any Person who was last
actively employed in the AI Business and who, on the Distribution Date, is
receiving salary continuation or severance benefits from any AI Company, the
liability for which such benefits is accrued on the books and records of any AI
Company.

         "AI EQUITY-BASED PLANS" means the Aetna Inc. 1998 Stock Incentive Plan
and the Aetna Inc., 1996 Stock Incentive Plan.

         "AI ERISA AFFILIATE" means any entity that, together with AI and after
giving effect to the Restructuring, would be treated as a single employer under
Section 414 of the Code.

         "AI NON-U.S. EMPLOYEES" means each Person who, on the Distribution
Date, (x) is actively employed in the AI Business outside the United States by
any AI Company, (y) is on short-term disability leave, authorized leave of
absence, military service or lay-off with recall rights, in each case outside
the United States, as of the Distribution Date and who was last actively
employed in the AI Business by an AI Company (such inactive employees shall be
offered employment by an AI Company as of the date they return to active
employment), or (z) is an inactive or former employee and who was last actively
employed in the AI Business by an AI Company outside the United States including
any Person who has been on long-term disability leave or unauthorized leave of
absence or who has terminated his or her employment, retired or died on or
before the Distribution Date.

         "AI STOCK" means the Common Stock, without par value, of AI.

         "AI STOCK VALUE" means the closing per-share price of AI Stock as
listed on the NYSE on the Distribution Date.

          "AI SUBSIDIARIES" means the Subsidiaries of AI (determined after
giving effect to the Restructuring).
<PAGE>

         "AUSHC BUSINESS" means the Spinco Business as such term is defined in
the Distribution Agreement.

         "AUSHC COMPANIES" means AUSHC and the AUSHC Subsidiaries.

         "AUSHC EMPLOYEE GROUP" means all AUSHC Employees and AUSHC Retirees.

         "AUSHC EMPLOYEES" means any Person employed or formerly employed with
any of the Aetna Companies or any of their Subsidiaries, other than AUSHC
Retirees and Persons that are part of the AI Employee Group.

         "AUSHC ERISA AFFILIATE" means any entity that, together with AUSHC and
after giving effect to the Restructuring, would be treated as a single employer
under Section 414 of the Code.

         "AUSHC RETIREES" means each Person who was employed by any of the Aetna
Companies or their Subsidiaries immediately prior to such Person's retirement or
other termination of employment from the Aetna Companies and their Subsidiaries
and who is not otherwise a member of the AI Employee Group, and their respective
beneficiaries.

         "AUSHC STOCK" means the common stock, par value $.005 per share, of
AUSHC.

         "AUSHC SUBSIDIARIES" means the Subsidiaries of AUSHC (determined after
giving effect to the Restructuring).

         "CLOSE OF THE DISTRIBUTION DATE" means 11:59:59 P.M., Eastern Standard
Time or Eastern Daylight Time (whichever shall then be in effect), on the
Distribution Date.

         "CLOSING DATE" means the Closing Date as such term is defined in the
Merger Agreement.

         "COBRA" means the continuation coverage requirements for "group
health plans" under Title X of the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended, and as codified in Code Section 4980B and ERISA
Sections 601 through 608.

         "CODE" means the Internal Revenue Code of 1986, as amended, or any
successor federal income tax law. Reference to a specific Code provision also
includes any proposed, temporary, or final regulation in force under that
provision.

         "DISTRIBUTION" means Distribution as such term is defined in the
Distribution Agreement.

         "DISTRIBUTION AGREEMENT" means the Distribution Agreement between AI
and AUSHC, to which this Agreement is Exhibit A.

         "DISTRIBUTION DATE" means Distribution Date as such term is defined in
the Distribution Agreement.

<PAGE>

         "DISTRIBUTION DOCUMENTS" mean Distribution Documents as such term is
defined in the Distribution Agreement.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor federal labor or employment law. Reference to a
specific ERISA provision also includes any proposed, temporary, or final
regulation in force under that provision.

         "FMLA" means the Family Leave and Medical Act of 1993, as amended.

         "GOVERNMENTAL ENTITY" means Governmental Entity as such term is defined
in the Distribution Agreement.

         "HMO" means a health maintenance organization that provides benefits
under the New AI Health and Welfare Plans or the AUSHC Health and Welfare Plans,
as the case may be.

         "IMMEDIATELY AFTER THE DISTRIBUTION DATE" means 12:00 A.M., Eastern
Standard Time or Eastern Daylight Time (whichever shall then be in effect), on
the day after the Distribution Date.

         "LIABILITIES" means any and all claims, debts, liabilities,
assessments, fines, penalties, damages, losses, disgorgements and obligations,
of any kind, character or description (whether absolute, fixed, contingent,
matured, not matured, liquidated, unliquidated, accrued, known, unknown, direct,
indirect, derivative or otherwise) whenever arising, all costs and expenses
relating thereto (including, but not limited to, all reasonable expenses of
investigation, all reasonable attorneys' fees and all reasonable out-of-pocket
expenses in connection with any Action or threatened Action).

         "MERGER AGREEMENT" means the Agreement and Plan of Restructuring and
Merger among ING America Insurance Holdings, Inc., ANB Acquisition Corp., Aetna
Inc. and, for limited purposes only, ING Groep N.V., dated as of July 19, 2000.

         "PENSION PLAN" means the Retirement Plan for Employees of Aetna
Services, Inc.

         "PERSON" means Person as defined in the Distribution Agreement.

         "RESTRUCTURING" means Restructuring as such term is defined in the
Distribution Agreement.

         "SAVINGS PLAN" means the Aetna Services, Inc. Incentive Savings Plan

         "SPECIFIED PARTICIPANT" means any AI Employee who was a "Transition
Participant" in the Pension Plan and who on December 31, 2000 (x) will have at
least 9 years of service (calculated as 8 years and 22 weeks of service) and is
less than 50 years of age or (y) will have at least 5 years of service
(calculated as 4 years and 22 weeks of
<PAGE>

service) and is at least 50 years old and less than 62 years old.

         "SPECIFIED AI RIGHTS" means any and all rights to enjoy benefit from or
enforce any and all restrictive covenants including, without limitation
covenants relating to non-disclosure, non-solicitation, non-competition,
confidentiality or trade secrets, applicable or related, in whole or in part, to
the AI Business that are provided for, contained or set forth in the AI
Equity-Based Plans or any stock option or other award agreement issued
thereunder, or pursuant to any non-competition, consulting, employment,
termination, separation or severance agreement or arrangement with any member of
the AUSHC Employee Group or AI Employee Group and to which any of the AUSHC
Companies or AI Companies is a party.

         "SPECIFIED AUSHC RIGHTS" means any and all rights to enjoy benefit from
or enforce any and all restrictive covenants including, without limitation
covenants relating to non-disclosure, non-solicitation, non-competition,
confidentiality or trade secrets, applicable or related, in whole or in part, to
the AUSHC Business that are provided for, contained or set forth in the AI
Equity-Based Plans or any stock option or other award agreement issued
thereunder, or pursuant to any non-competition, consulting, employment,
termination, separation or severance agreement or arrangement with any member of
the AUSHC Employee Group or AI Employee Group and to which any of the AUSHC
Companies or AI Companies is a party.

         "SUBSIDIARY" means, with respect to any Person, any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are directly or indirectly owned by such Person.

         "SUPPLEMENTAL PLANS" means the Aetna Services, Inc. Supplemental
Incentive Savings Plan and the Aetna Services, Inc. Supplemental Pension Benefit
Plan (amended and restated as of January 1, 1999).

         "TRANSITION PERIOD" means the period during which AUSHC provides to AI
transition services pursuant to the Distribution Agreement or any Exhibits
thereto.

         (b) Each of the following terms is defined in the Section set forth
opposite such term:


     TERMS                                                  SECTION
     -----                                                  -------
     Adjusted Transfer Amount                                  3.03
     Aeltus Arrangements                                       4.11
     Agent                                                     6.01
     AI Aeltus Liabilities                                     4.11
     AI Assumed Liabilities                                    6.01
     AI Bonus Liabilities                                      2.04
     AI DC Plan Liabilities                                    3.01
     AI Deferred Compensation Liabilities                      3.02
     AI Gross-Up Liabilities                                   4.10
     AI Health and Welfare Liabilities                         4.01
     AI International Liabilities                              5.02

<PAGE>


     AI Phantom Liabilities                                    4.11
     AI Retiree Health and Life Liabilities                    4.02
     AI Supplemental Liabilities                               3.02
     AI WCP Liabilities                                        4.06
     Applicable Cost                                           4.02
     AUSHC Aeltus Liabilities                                  4.11
     AUSHC Assumed Plans                                       2.02
     AUSHC Bonus Liabilities                                   2.04
     AUSHC DCSAP                                               4.13
     AUSHC Deferred Compensation Liabilities                   3.02
     AUSHC Foreign Phantom Liabilities                         4.11
     AUSHC Gross-Up Liabilities                                4.10
     AUSHC HCSAP                                               4.13
     AUSHC Health and Welfare Liabilities                      4.01
     AUSHC Health and Welfare Plans                            4.01
     AUSHC International Liabilities                           5.02
     AUSHC Phantom Liabilities                                 4.11
     AUSHC Retained Liabilities                                6.01
     AUSHC WCP Liabilities                                     4.06
     AUSHC's Actuary                                           3.03
     DB Plan                                                   3.03
     DC Plan                                                   3.01
     Direct Rollover                                           3.01
     Director Liabilities                                    Art. 5
     Final Amount                                              4.02
     Gross-Up Payments                                         4.10
     Group 1 Employees                                         4.02
     Initial Payment                                           4.02
     Initial Transfer Amount                                   3.03
     New AI Plans                                              2.03
     New AI Health and Welfare Plans                           4.01
     PBGC                                                      3.03
     Plan Rate                                                 3.03
     Phantom Arrangements                                      4.11
     PTO                                                       4.16
     Retained Retiree Health and Life Liabilities              4.02
     Retained Pension Liabilities                              3.03
     Retained Savings Plan Liabilities                         3.01
     Retained Supplemental Liabilities                         3.02
     Scheduled Bonus Plans                                     2.04
     Severed Employees                                         2.04
     Supplemental Retirement Plan                              3.02
     Supplemental Savings Plan                                 3.02
     Transfer Amount                                           3.03
     Transferred Benefits                                      3.03
     True-Up Amount                                            3.03
     True-Up Date                                              3.03



                                    ARTICLE 2
       Employees; Assumption And/or Adoption of Plans; Option Adjustments

         Section 2.01. EMPLOYEES. Except as provided in Section 6.22 of the
Merger

<PAGE>

Agreement, no provision of this Agreement shall require AI or AUSHC or
any of their respective Subsidiaries to continue the employment of any of their
respective employees following the Distribution Date.

         Section 2.02. ASSUMPTION BY AUSHC OF CERTAIN PLANS.

         (a) Effective as of the Close of the Distribution Date, AUSHC hereby
assumes responsibility for and becomes the sponsor of, and AI or the relevant AI
Subsidiary hereby ceases, except as otherwise provided herein, to be responsible
for, or be the sponsor of, and ceases to be a "participating employer" in or
otherwise have any Liability in respect of, all of the Aetna Companies and their
Subsidiaries employee benefit plans and arrangements set forth on Schedule 3
hereto (it is anticipated that the plans listed on Schedule 3 shall include,
except as provided in Section 2.04(a), all plans listed on Section 5.1(h)(i) of
the Company Disclosure Letter to the Merger Agreement, except to the extent such
plans only cover members of the AI Employee Group) ("AUSHC ASSUMED PLANS").

         (b) Effective as of the Close of the Distribution Date, AI and AUSHC
shall take such actions as may be required to cause AUSHC, or an AUSHC
Subsidiary, to be substituted for Aetna Services, Inc. as a party to the trust
agreement established under, and forming a part of, the Savings Plan.

         (c) Effective as of the Close of the Distribution Date, AI and AUSHC
shall take such actions as may be required to cause AUSHC, or an AUSHC
Subsidiary, to be substituted for Aetna Services, Inc. (or other relevant party)
as a party to the trust agreement established under, and forming a part of, the
Pension Plan or any other AUSHC Assumed Plan.

Section 2.03. ADOPTION OF COMPARABLE PLANS.

         (a) Effective Immediately after the Distribution Date, AI or an AI
Affiliate shall adopt, or cause to be adopted, employee benefit plans,
arrangements and policies for AI Employees, that provide benefits with respect
to periods after the Distribution Date that in the aggregate are comparable to
the employee benefit plans, arrangements and policies (listed in the March 12,
2000 amendments to the Severance and Salary Continuation, Benefits Plan, and
also including PTO) made available to such Employees immediately prior to the
Distribution Date, provided that nothing shall prevent AI from terminating or
amending such plans except as otherwise provided in Sections 3.03 and 7.01
hereof.

         (b) Effective Immediately after the Distribution Date, subject to
Section 2.03(a) AI or an AI Affiliate may adopt, or cause to be adopted, any
other employee benefit plans and arrangements for AI Employees, or may elect to
participate in the plans and programs of any purchaser of the AI Stock.

         (c) The employee benefit plans and arrangements adopted in accordance
with the immediately preceding two paragraphs shall be collectively known as the
"NEW AI PLANS". The New AI Plans shall be, with respect to AI Employees, in all
respects the successors in interest to, and shall not provide benefits that are
duplicative of benefits provided by, any corresponding AUSHC Assumed Plans. AI
and AUSHC shall agree on methods and procedures, including amending the
respective plan documents, to prevent AI Employees from receiving duplicate
benefits from the New AI Plans and the AUSHC Assumed Plans. With respect to AI
Employees, each New AI Plan specified in (a) above

<PAGE>


and any other benefit plan, arrangement or policy applicable after the
Distribution Date to AI Employees shall provide that all service, compensation,
and other benefit-affecting determinations, as of the Close of the Distribution
Date, that were otherwise recognized under the corresponding AUSHC Assumed Plan
(for periods immediately before the Close on the Distribution Date) shall, as of
Immediately after the Distribution Date, receive full recognition and credit to
the extent the recognition or credit can validly be taken into account under the
New AI Plan to the same extent as if those items occurred under the New AI Plans
specified in (a) above and any other benefit plan, arrangement or policy
applicable after the Distribution Date to AI Employees, except to the extent
that duplication of benefits would result. AUSHC shall provide appropriate data
to AI about such past service.

         Section 2.04. AI EQUITY-BASED PLAN ASSUMPTION; OPTION ADJUSTMENTS;
BONUS PAYMENTS.

         (a) In connection with the Restructuring and Distribution, AI shall
retain the AI Equity-Based Plans and shall cause such Plans to be amended to
reflect the Distribution and Restructuring as provided in this Section 2.04(a)
and (b). AUSHC shall be responsible for all Liabilities under the AI
Equity-Based Plans; provided, however, that AI shall be responsible for any
Liabilities to AI Employees for (x) "INCENTIVE UNITS" under the AI Equity-Based
Plans and (y) the Aetna Performance Excellence Unit Plan, in each case only to
the extent accrued on the books and records of AI, and any assets allocated to
such Liabilities shall be transferred to AI.

         (b) (i) In connection with the Restructuring and Distribution and
         effective as of the Distribution Date, AI and AUSHC shall cause each
         employee stock option to purchase AI Stock outstanding under the AI
         Equity-Based Plans and held by each member of the AI Employee Group
         (other than such members of the AI Employee Group who on July 19, 2000
         are receiving "Salary Continuation" or other severance benefits from
         any AI Company ("SEVERED EMPLOYEES") and including the specified IT
         employees identified on Schedule 6), whether or not vested or
         exercisable, to be equitably adjusted to reflect the Distribution and
         to be converted into the right to receive cash from AUSHC. At or as
         soon as practicable following the Distribution Date, AI and AUSHC shall
         cause each such option to be cancelled. It is understood that each such
         holder shall receive, subject to applicable withholding, a benefit at
         least equal to the amount, if any, by which the AI Stock Value exceeds
         the option exercise price.

         (ii) In connection with the Restructuring and Distribution and
         effective as of the Distribution Date, AI and AUSHC shall cause each
         option to acquire AI Stock held by members of the AUSHC Employee Group
         and by Severed Employees under the AI Equity-Based Plans and all other
         options to acquire AI Stock not subject to Section 2.04(b)(i) to (x) be
         equitably adjusted to reflect the Distribution, (y) converted into an
         option to purchase AUSHC Stock (provided, however, than in no event
         shall such AUSHC options cover more than 45,000,000 shares of AUSHC
         Stock) or the right to receive cash or a similar benefit from AUSHC and
         (z) cease to relate to AI Stock. Each such AUSHC option may continue to
         have and be subject to the same terms and conditions set forth in the
         AI Equity-Based Plans and as provided in the respective option
         agreements governing such AI options as of the Distribution Date.
         Neither AI nor any Affiliate shall have any Liability with respect to
         AUSHC options, AI options or, except as provided in

<PAGE>

         Section 2.04(a), under the AI Equity-Based Plans or the Aetna
         Performance Excellence Unit Plan.

         (c) AI hereby assumes Liability for all annual bonus payments to AI
Employees under the "SCHEDULED BONUS PLANS" (designated as such on Schedule
3) to the extent accrued on the books and records of any AI Company (such
Liabilities, the "AI BONUS LIABILITIES") and any assets allocated to such
Liabilities shall be transferred to AI. AUSHC hereby assumes Liability for
all bonus payments in excess of the AI Bonus Liabilities (including amounts
in excess of amounts so accrued on the books and records of any AI Company
relating to transaction bonus program payments referred to in Section 5.1(f)
of the Company Disclosure Letter provided in connection with the Merger
Agreement and amounts owed to AUSHC Employees), notwithstanding the
foregoing, AUSHC shall have no Liabilities for any bonus payments to AI
Employees in excess of the target bonus amount so accrued for such AI
Employees (such Liabilities, the "AUSHC BONUS LIABILITIES").

                                    ARTICLE 3
                    Savings, Supplemental and Pension Plans

         Section 3.01. THE SAVINGS PLAN.

         (a) (i) AUSHC shall retain all Liabilities and obligations in respect
of benefits accrued by each member of the AI Employee Group under the Savings
Plan until, in the case of AI Employees, such Liabilities are transferred to and
assumed by the DC Plan as described below. Prior to such transfer, AUSHC and AI
shall work together to develop a process whereby AI Employees who have loans
outstanding under the Savings Plan will be permitted to continue to make
periodic repayments on such outstanding loans through a reduction of salary paid
by AI and AI remitting such payments to the Savings Plan on a timely basis
(including AI charging such AI employees a reasonable administrative fee, if
any, for such services).

         (ii) Effective immediately after the Distribution Date, AI or an AI
         ERISA Affiliate shall adopt (in consultation with ING America Insurance
         Holdings, Inc.) a savings plan for the benefit of AI Employees that is
         substantially similar to the Savings Plan and is intended to qualify
         under Section 401(a) of the Code (the "DC PLAN"). For at least twelve
         months after the Distribution Date the DC Plan shall permit deferrals
         and require matching contributions at least equal to those provided
         under the Savings Plan immediately prior to the Distribution Date to
         the extent permissible under applicable law and without altering any
         benefit under any other plan maintained by AI or any AI ERISA
         Affiliate. In one or more transactions in the first calendar year
         beginning after the Distribution Date (provided that (A) AI has
         received a favorable determination letter from the Internal Revenue
         Service to the effect that the DC Plan meets the requirements for
         qualification under Section 401(a) of the Code (or a certification by
         AI, reasonably satisfactory to AUSHC, to such effect), (B) AUSHC has
         received a favorable determination letter from the Internal Revenue
         Service to the effect that

<PAGE>

         the Savings Plan meets the requirements for qualification under Section
         401(a) of the Code (or a certification by AUSHC, reasonably
         satisfactory to AI, to such effect), and (C) the applicable regulatory
         filing requirements have been met) (1) AUSHC shall cause the Savings
         Plan accounts of AI Employees not otherwise rehired by AUSHC after the
         Distribution Date which are held by the Saving Plan's related trust to
         be transferred to the DC Plan and its related trust, and AI shall cause
         those transferred accounts, all of which shall be 100% vested as of the
         Distribution Date, to be accepted by the DC Plan and its related trust
         and (2) the DC Plan shall assume and be solely responsible for
         Liabilities only with respect to transferred accounts of such AI
         Employees (al(ii)abl such assumed liabilities "AI DC PLAN
         LIABILITIES"). Such transfer shall be in-kind to the maximum extent
         practicable and shall not favor participants who are AUSHC Employees
         over participants who are AI Employees; provided, however, that AUSHC
         shall use its reasonable efforts to effect an equitable partition of
         the Stable Value Fund. Any DC Plan fund relating to AUSHC Stock shall
         be administered so as to permit transfers out of, but not additions to,
         such fund.

         (b) After the Distribution Date, AUSHC shall retain all assets and
Liabilities under the Savings Plan except as otherwise provided in Section
3.01(a) ("RETAINED SAVINGS PLAN LIABILITIES").

         Section 3.02. SUPPLEMENTAL PLANS AND DEFERRED COMPENSATION PLANS.

         (a) (i) Effective Immediately after the Distribution Date, all
Liabilities accrued on the books and records of any AI Company with respect to
the Supplemental Plans to the extent applicable to any AI Employee and assets
allocable to such Liabilities, if any, shall be transferred to and assumed by AI
effective as of Immediately after the Distribution Date ("AI SUPPLEMENTAL
LIABILITIES") under the New AI Plans that correspond to the Supplemental Plans.

         (ii) All other Liabilities under the Supplemental Plans are hereby
transferred to and assumed or otherwise retained by AUSHC ("RETAINED
SUPPLEMENTAL LIABILITIES").

         (b) (i) AI hereby assumes and shall be responsible for all deferred
compensation plan Liabilities accrued on the books and records of any AI Company
with respect to any member of the AI Employee Group ("AI DEFERRED COMPENSATION
LIABILITIES") and any assets allocated to such Liabilities shall be transferred
to AI.

         (ii) AUSHC hereby assumes and shall be responsible, for all other
deferred compensation plan Liabilities whenever incurred, accrued in respect of
any member of the AI Employee Group (except as provided in (i)) and in respect
of each AUSHC Employee Group member ("AUSHC DEFERRED COMPENSATION LIABILITIES").

         (iii) AUSHC and AI shall cooperate to ensure that no deferred
compensation amount is distributed prematurely in respect of any AI Employee.

         Section 3.03. PENSION PLAN.

         (a) Subject to completion of the asset transfer specified in Section
3.03(b), effective as of Immediately after the Distribution Date, AI or an AI
ERISA Affiliate shall adopt or become a participating employer in a defined
benefit plan intended to qualify under Section 401(a) of the Code (the "DB
PLAN"), and AI shall designate effective as of the Distribution Date such plan
as a plan for the benefit of AI Employees who immediately prior to the
Distribution Date participated in the Pension Plan and shall cause the DB Plan

<PAGE>

to provide benefits and entitlements as of the Distribution Date and, except
as provided below, for the twelve month period beginning on the Distribution
Date, to such AI Employees which are at least substantially equivalent to the
benefits and entitlements provided to such AI Employee under the Pension Plan
immediately prior to the Distribution Date and under which (x) each such AI
Employee is given credit under the DB Plan for service to the extent
recognized immediately prior to the Distribution Date by the Pension Plan,
for all purposes, including eligibility, vesting, benefit accrual,
eligibility for early retirement, subsidized early retirement and death
benefits, (y) each such AI Employee is given credit under the DB Plan for
service with AI after the Distribution Date for purposes of vesting and early
retirement eligibility in respect of the Transferred Benefits, and (z) each
AI Employee who was a "TRANSITION PARTICIPANT" (as defined in the Pension
Plan) in the Pension Plan on the Distribution Date will have his or her pay
with AI (or an AI ERISA Affiliate) after the Distribution Date recognized
through December 31, 2006 using the Pension Plan's "transition final average
pay" formula in calculating his or her minimum DB Plan benefit. In
calculating a Transition Participant's otherwise applicable DB Plan benefit,
the transition final average pay benefit shall apply as a minimum benefit. If
AI does not recognize service through December 31, 2006 in the DB Plan in
calculating the "transition final average pay" formula minimum benefit for
Specified Participants, then AI will use reasonable efforts to provide, in
the aggregate, the economic equivalent impact of such benefits under the DC
Plan (only taking into account the incremental employer contributions), the
DB Plan and/or such other retirement benefit plans or arrangements as AI may
establish.

         (b) As soon as practicable after the Distribution Date, AUSHC shall
cause to be transferred from the Pension Plan an amount to the DB Plan an
amount in cash or other assets acceptable to AI and the trustee of the DB
Plan at least equal to all accrued benefits and other liabilities of the
Pension Plan relating to AI Employees (the "TRANSFERRED BENEFITS"),
calculated as of the Distribution Date, in the form and manner described
below. Following the completion of the transfer of assets and liabilities
from the Pension Plan to the DB Plan as provided herein, AUSHC and its
Affiliates shall have no further liability whatsoever (either under this
Agreement or otherwise) with respect to such benefits of the AI Employees
under the Pension Plan. As of the Distribution Date, AUSHC shall cause AI
Employees to cease further accrual of benefits under the Pension Plan.

         (i) AUSHC shall cause Hewitt Associates LLC ("AUSHC'S ACTUARY") to
         determine the value of the Transferred Benefits under Section 414(l)
         of the Code as if the Pension Plan were terminated on the Distribution
         Date using the safe harbor assumptions that would be used by the PBGC
         upon plan termination (assuming no ancillary benefits have been
         amended out of the Pension Plan prior to such calculation) except that
         the Pension Plan's actuarial valuation turnover assumptions (as used
         in the Hewitt Associates report dated June 7, 2000) shall be used (the
         "TRANSFER AMOUNT"), but in no event shall such Transfer Amount be less
         than (i) the minimum amount needed to satisfy the requirements of
         Section 414(l) of the Code or (ii) if greater, the projected benefit
         obligation for the AI Employees (as determined under SFAS 87 using the
         same actuarial assumptions and methods used in AI's 2000 financial
         statements), to the extent permitted by Section 414(l) of the Code.

         (ii) The actuarial calculation of the liabilities as well as
         assumptions and

<PAGE>

         methodologies used to calculate such liability underlying the Transfer
         Amount determined by AUSHC's Actuary shall be subject to review and
         challenge by an actuarial firm designated by AI. In the event those two
         actuaries cannot agree, the matter will be sent to a third independent
         actuary for the final determination. Promptly after the Closing Date,
         (provided that (A) AUSHC has received a certification by AI, reasonably
         satisfactory to AUSHC, to the effect that the DB Plan meets the
         requirements for qualification under Section 401(a) of the Code, (B) AI
         has received a certification by AUSHC, reasonably satisfactory to AI,
         to the effect that the Pension Plan meets the requirements for
         qualification under Section 401(a) of the Code, and (C) the applicable
         regulatory filing requirements have been met), AUSHC shall cause to be
         transferred from the trust for the Pension Plan to the trust
         established for the DB Plan, an amount equal to 85% of the amount
         reasonably estimated by AUSHC's Actuary in good faith to be equal to
         the Transfer Amount (the "INITIAL TRANSFER AMOUNT"). As soon as
         practicable after the final determination of the Transfer Amount (the
         "TRUE-UP DATE"), AUSHC shall cause a second transfer to be made to the
         DB Plan, in cash, of the "TRUE-UP AMOUNT". The True-Up Amount shall be
         a positive amount equal to the Transfer Amount minus the sum of (i) the
         Initial Transfer Amount and (ii) distributions, if any, from, and
         reasonable expenses of administration (consistent with past practice)
         under, the Pension Plan for benefits or other purposes made with
         respect to AI Employees from the Closing Date through the True-Up Date
         plus interest on the True-Up Amount at the rate of the 5%, compounded
         annually (the "PLAN RATE") from and including the Closing Date through
         but excluding the True-Up Date or, in the case of distributions
         and reasonable administrative expenses, from and including the Closing
         Date through the date such distribution is made or such expense is
         paid.

         (iii) If for any reason the Initial Transfer Amount exceeds the
         Transfer Amount, then on the True-Up Date or as soon thereafter as
         practicable, AI shall cause the DB Plan to transfer to the Pension Plan
         an amount, in cash, equal to the amount by which the Initial Transfer
         Amount exceeds the Transfer Amount, plus interest thereon from and
         including the Closing Date through but excluding the True-Up Date (or,
         if later, the date on which such amount is transferred to the Pension
         Plan) at the Plan Rate, plus an amount equal to distributions, if any,
         from, and reasonable expenses of administration (consistent with past
         practice) under, the Pension Plan for benefits or other purposes made
         with respect to AI Employees from the Distribution Date through the
         date of such transfer adjusted for interest at the Plan Rate,
         consistent with the approach set forth in (ii) above.

         (c) AUSHC and AI shall cooperate after the Distribution Date so as to
ensure the proper administration of the Pension Plan and the DB Plan.

         (d) Notwithstanding any provision of this Agreement to the contrary, if
at any time before the Distribution Date, the PBGC asserts any issue with
respect to the Pension Plan, AUSHC may, in its sole discretion (i) enter into
negotiations with the PBGC to resolve any such issues and, upon satisfactorily
resolving such issues, AUSHC shall fully comply with the terms of this Article;
(ii) reach such other agreement as may be satisfactory to AI and AUSHC or (iii)
take such actions in lieu of the transfer of assets and liabilities contemplated
above as AUSHC may deem appropriate; provided, however, that any such actions
under this sub-section (iii) shall not have an adverse financial

<PAGE>

impact on ING America Insurance Holdings, Inc. or AI.

                                    ARTICLE 4
                            Health and Welfare Plans

         Section 4.01. ASSUMPTION OF HEALTH AND WELFARE PLAN LIABILITIES;
GENERAL PROVISIONS.

         (a) Effective as of Immediately after the Distribution Date and except
as provided in Section 4.02(a), all Liabilities to or relating to claims
incurred after the Distribution Date by each AI Employee under the "AUSHC HEALTH
AND WELFARE PLANS" (designated as such on Schedule 3 hereto) shall cease to be
Liabilities of the AUSHC Health and Welfare Plans and are hereby transferred to
and assumed by AI as of Immediately after the Distribution Date ("AI HEALTH AND
WELFARE LIABILITIES") under the New AI Plans that correspond to the AUSHC Health
and Welfare Plans (the "NEW AI HEALTH AND WELFARE PLANS" (designated as such on
Schedule 5 hereto)); provided, however, if insured coverage shall have been
purchased for the month by the AI Employee such AUSHC coverage shall continue
until the end of that coverage month. AUSHC hereby retains all other
Liabilities, including claims relating to AI Employees incurred but unreported
prior to the Distribution Date under the AUSHC Health and Welfare Plans ("AUSHC
HEALTH AND WELFARE LIABILITIES").

         (b) Notwithstanding Section 4.01, all treatments which have been
precertified for or are being provided to an AI Employee as of the Distribution
Date, to the extent not provided in a New AI Health and Welfare Plan, shall be
provided without interruption under the appropriate AUSHC Health and Welfare
Plan until such treatment is concluded or discontinued pursuant to applicable
plan rules and limitations (but not beyond December 31, 2001), but AI shall
continue to be responsible for all Liabilities relating to, arising out of or
resulting from such on-going treatments as of the Distribution Date.

         (c) AI shall cause the New AI Health and Welfare Plans to recognize and
maintain all coverage and contribution elections made by AI Employees under the
AUSHC Health and Welfare Plans as of the Distribution Date and apply such
elections under the New AI Health and Welfare Plans for the remainder of the
period or periods for which such elections are by their terms applicable. The
transfer or other movement of employment from AUSHC to AI at any time before the
Close of the Distribution Date shall neither constitute nor be treated as a
"status change" under the AUSHC Health and Welfare Plans or the New AI Health
and Welfare Plans.

         (d) AI shall cause the New AI Health and Welfare Plans to recognize and
give credit for all amounts applied to deductibles, out-of-pocket maximums, and
other applicable benefit coverage limits with respect to which such expenses
have been incurred by AI Employees under the AUSHC Health and Welfare Plans for
the remainder of the year in which the Distribution Date occurs to the extent
recognized under the comparable AUSHC Health and Welfare Plans.

         (e) AI shall provide coverage to AI Employees under the New AI Health
and Welfare Plans without the need to undergo a physical examination or
otherwise provide

<PAGE>

evidence of insurability to the extent recognized under the comparable
AUSHC Health and Welfare Plans.

         (f) AI shall cause the New AI Health and Welfare Plans to recognize and
credit all service of each AI Employee recognized by the corresponding AUSHC
Health and Welfare Plan before the Close of the Distribution Date for all
purposes, including, but not limited to, severance, disability and PTO.

         Section 4.02. POST-RETIREMENT HEALTH AND LIFE INSURANCE BENEFITS.

         (a) (i) AUSHC shall be responsible for providing to AI Employees who
are eligible to receive post-retirement medical or dental or life insurance
coverages under the AUSHC Health and Welfare Plans were they to retire
immediately before the Close of the Distribution Date and to all members of the
AUSHC Employee Group such coverage under the AUSHC Health and Welfare Plans
("RETAINED RETIREE HEALTH AND LIFE LIABILITIES"). Nothing shall prevent AUSHC
from amending or terminating such plans.

         (ii) Any AI Employee who is at least 45 years of age with at least 10
years of credited service and whose credited age and service under AUSHC's
Health and Welfare Plans on the Distribution Date equals 65 ("GROUP 1
EMPLOYEES") shall, if employed by any AI Company during the period ending
December 31, 2001, be eligible for credit thereunder for up to one additional
completed year of service and up to one additional year of attained age, and
further provided that any AI employee who is not a Group 1 Employee and who is
at least 45 years of age with 10 years of credited service under such Plans on
the Distribution Date and who is employed by any AI Company during the period
ending December 31, 2001 shall also be eligible to receive such credit. In each
case, such additional age and service credit shall only be provided through the
earlier of December 31, 2001 and the date such Employee ceases to be employed by
any AI Company. In consideration of the foregoing, immediately after the
Distribution Date AI shall pay to AUSHC an initial payment of $300,000 (the
"Initial Payment"). On January 2, 2002, AI shall pay to AUSHC an additional
payment of $300,000 (the "Final Amount"); provided, however, that solely in the
event that any provision of AUSHC's Health and Welfare Plans relating to Group 1
Employees is amended on or prior to December 31, 2001 in a manner adverse to any
Group 1 Employee, the Final Amount shall be determined as hereinafter provided.
In such case, on or as soon as practicable after December 31, 2001, AUSHC shall
cause AUSHC's Actuary to determine the cost to AUSHC (the "Applicable Cost") of
providing the foregoing credits as of December 31, 2001 under AUSHC's Health and
Welfare Plans as in effect on such date. The actuarial calculation of such cost
liabilities as well as assumptions and methodologies used to calculate such cost
determined by AUSHC's Actuary shall be subject to review and challenge by an
actuarial firm designated by AI. In the event those two actuaries cannot agree,
the matter will be sent to a third independent actuary for the final
determination of the Applicable Cost. The Final Amount shall be the positive
amount by which the Applicable Cost exceeds the Initial Payment. As soon as
practicable after the final determination of the Applicable Cost, AI shall pay
to AUSHC the Final Amount.

         (b) AI shall provide to AI Employees not eligible for coverage pursuant
to sub-section (a) above, post-retirement medical, dental or life insurance
coverages under the New AI Health and Welfare Plans equivalent to coverage
provided to similarly situated employees of ING America Insurance Holdings, Inc.
("AI RETIREE HEALTH AND
<PAGE>

LIFE LIABILITIES") and, except as provided in Section 6.01(b)(v), shall
have no obligations or Liabilities in respect of such medical, dental or life
insurance coverages whether or not assumed by AUSHC.

         Section 4.03. EFFECT OF CHANGE IN RATES. AUSHC and AI shall use their
reasonable efforts to cause each of the insurance companies, HMOs,
point-of-service vendors and third-party administrators providing services and
benefits under the AUSHC Health and Welfare Plans and the New AI Health and
Welfare Plans to maintain the premium and/or administrative rates based on the
aggregate number of participants in both the AUSHC Health and Welfare Plans and
the New AI Health and Welfare Plans through the expiration of the financial fee
or rate guarantees in effect as of the Close of the Distribution Date under the
respective contracts, policies, and agreements separately rated or adjusted for
the demographics, experience or other relevant factors related to the covered
participants of AUSHC and AI, respectively. To the extent they are not
successful in such efforts, AUSHC and AI shall each bear the revised premium or
administrative rates attributable to the individuals covered by their respective
health and welfare plans.

         Section 4.04. COBRA and HIPPA.

         (a) AUSHC shall be responsible for administering compliance with the
health care continuation coverage requirements of COBRA and the AUSHC Health and
Welfare Plans with respect to all members of the AUSHC Employee Group.

         (b) Effective as of Immediately after the Distribution Date, AI shall
solely be responsible for administering compliance with the health care
continuation coverage requirements of COBRA and the New AI Health and Welfare
plans with respect to AI Employees who have a qualifying event within the
meaning of COBRA at any time beginning Immediately after the Distribution Date.

         (c) For periods before the Distribution Date, AUSHC shall be
responsible for administering compliance with the portability requirements under
the Health Insurance Portability and Accountability Act of 1996 with respect to
AI Employees and other employees and former employees of the AI and
beneficiaries and dependents thereof and AI shall be responsible for filing all
necessary employee change notices with respect to AI Employees in accordance
with applicable AUSHC policies and procedures. Effective immediately after the
Distribution Date, AI shall be solely responsible for administering compliance
with such health care continuation coverage and portability requirements with
respect to AI Employees, and AUSHC shall be solely responsible for administering
compliance with such requirements with respect to members of the AUSHC Employee
Group.

         Section 4.05. LEAVE OF ABSENCE PROGRAMS AND FMLA.

         (a) AUSHC shall be responsible for administering compliance with the
AUSHC leave of absence programs and FMLA with respect to each member of the
AUSHC Employee Group.

         (b) Effective as of Immediately after the Distribution Date: (i) AI
shall adopt, and shall cause each AI Company to adopt, leave of absence
programs; (ii) AI shall honor, and shall cause each AI Company to honor, all
terms and conditions of leaves of absence which have been granted to any AI
Employee under an AUSHC leave of absence

<PAGE>

program or FMLA before the Distribution Date by AI, including such leaves that
are to commence after the Distribution Date; (iii) AI and each AI Company shall
be solely responsible for administering leaves of absence and compliance with
FMLA with respect to their employees; and (iv) AI and each AI Company shall
recognize all periods of service of each AI Employee with the Aetna Companies or
any of their Subsidiaries, as applicable, to the extent such service is
recognized by AUSHC for the purpose of eligibility for leave entitlement under
the AUSHC leave of absence programs and FMLA.

         (c) As soon as administratively possible and not later than the
Distribution Date, AUSHC shall provide to AI copies of all records pertaining to
the AUSHC leave of absence programs and FMLA with respect to all AI Employees to
the extent such records have not been provided previously to AI or an AI
Company.

         Section 4.06. AUSHC WORKERS COMPENSATION PROGRAM.

         (a) Effective immediately after the Distribution Date, AI hereby
assumes and shall be responsible for all workers' compensation Liabilities
relating to AI Employees to the extent accrued on the books and records of any
AI Company (the "AI WCP LIABILITIES") and any assets allocated to such
Liabilities shall be transferred to AI.

         (b) Effective immediately after the Distribution Date, AUSHC hereby
assumes and shall be responsible for all workers compensation Liabilities in
respect of members of the AUSHC Employee Group and worker's compensation
Liabilities in respect of AI Employees that are not AI WCP Liabilities, ("AUSHC
WCP LIABILITIES")

         (c) AI and AUSHC shall cooperate with respect to the issuance of new,
or transfer of, existing workers' compensation policies and licenses.

         Section 4.07. FLEXIBLE BENEFIT PLANS.

         (a) To the extent any AI Employee contributed to an account under the
AUSHC Health Care Spending Account Plan ("AUSHC HCSAP") during the calendar year
that includes the Distribution Date, effective as of Immediately after the
Distribution Date, AUSHC shall transfer to the corresponding New AI Health and
Welfare Plan the account balances of AI Employees for such calendar year under
the AUSHC HCSAP, regardless of whether the account balance is positive or
negative, unless the Distribution Date shall occur in December 2000, in which
case, AUSHC shall retain such account balances and shall permit AI Employees to
submit eligible expenses incurred during calendar year 2000 under applicable
AUSHC HCSAP rules.

         (b) To the extent any AI Employee contributed to the AUSHC Dependant
Care Spending Account Plan ("AUSHC DCSAP") during the calendar year that
includes the Distribution Date, effective as of Immediately after the
Distribution Date, AUSHC shall transfer to the corresponding New AI Health and
Welfare Plan the account balances of AI Employees for such calendar year in the
AUSHC DCSAP Plan, unless the Distribution Date shall occur in December 2000, in
which case, AUSHC shall retain such account balances and shall permit AI
employees to submit eligible expenses incurred during calendar year 2000 under
applicable AUSHC DCSAP rules.

         Section 4.08. PTO Policy. During the calendar year in which the
Distribution Date occurs, each AI Employee shall be permitted under the relevant
New AI Plan to accrue paid time off ("PTO") days calculated under the relevant
AUSHC Health and

<PAGE>

Welfare Plan's PTO POLICY immediately before the Close of the Distribution Date,
and to use such PTO days during such calendar year as if the Distribution Date
had not occurred, or to carry over to the following calendar year five such PTO
days.

         Section 4.09. APPLICATION OF ARTICLE 4 TO THE AI COMPANIES. Any
reference in this Article 4 to "AI" shall include a reference to the AI
Companies when and to the extent AI has caused an AI Company to (a) become a
party to a vendor contract, group insurance contract, or HMO letter agreement
associated with a New AI Health and Welfare Plan, (b) become a self-insured
entity for the purposes of one or more New AI Health and Welfare Plans, (c)
assume all or a portion of the liabilities or administrative responsibilities
for benefits which arose before the Distribution Date under an AUSHC Health and
Welfare Plan and which were expressly assumed by AI pursuant to the terms of
this Agreement, or (d) take any other action, extend any coverage, assume any
other liability or fulfill any other responsibility that AI would otherwise be
required to take under the terms of this Article 4, unless it is clear from the
context that the particular reference is not intended to include an AI Company.
In all such instances in which a reference in this Article 4 to "AI" includes a
reference to an AI Company, AI shall be responsible to AUSHC for ensuring that
the AI Company complies with the applicable terms of this Agreement.

         Section 4.10. GROSS-UP LIABILITIES.

         (a) AUSHC hereby assumes and shall be responsible for Liabilities for
any gross-up or tax reimbursement payments in respect in Section 4999 of the
Code ("GROSS-UP PAYMENTS") that become payable (x) with respect to any member of
the AI Employee Group solely as a result of the consummation of the transactions
contemplated by the Merger Agreement or (y) at any time with respect to any
member of the AUSHC Employee Group ("AUSHC GROSS-UP LIABILITIES").

         (b) AI hereby assumes and shall be responsible for Liabilities for
Gross-up Payments that become payable with respect to any member of the AI
Employee Group as a result of any actual or constructive termination of
employment upon or following consummation of the transactions contemplated by
the Merger Agreement ("AI GROSS-UP LIABILITIES").

         (c) AI shall cause an accounting or actuarial firm to initially
determine the amount of any Gross-Up Payments and the amount of AI Gross-Up
Liabilities, if any. AUSHC shall, designate an accounting or actuarial firm to
review such determinations. In the event these two accounting or actuarial firms
cannot agree, the matter will be referred to a third independent accounting or
actuarial firm for their final determination.

         Section 4.11. CERTAIN PHANTOM EQUITY PAYMENTS.

         (a) (i) AI hereby assumes and shall be responsible for Liabilities
relating to phantom equity payments in respect of all Chile and Taiwan phantom
equity plans, agreements or arrangements (the "PHANTOM ARRANGEMENTS") in an
amount equal to the sum of (x) and (y), where (x) equals $5,000,000 and (y)
equals the amount accrued on the books and records of any AI Company in respect
of the Phantom Arrangements (such sum, the "AI FOREIGN PHANTOM LIABILITIES") and
any assets allocated to such Liabilities shall be transferred to AI.

<PAGE>


         (ii) AI hereby assumes and shall be responsible for Liabilities
         relating to Aeltus Investment Management phantom equity plans,
         agreements or arrangements (the "AELTUS Arrangements") to the extent
         accrued on the books and records of any AI Company ( the "AI AELTUS
         LIABILITIES") and any assets allocated to such Liabilities shall be
         transferred to AI.

         (b) AUSHC hereby assumes and shall be responsible for all Liabilities
relating to (x) the Phantom Arrangements in excess of the AI Phantom Liabilities
(such excess, the "AUSHC FOREIGN PHANTOM LIABILITIES") and (y) all Liabilities
relating to the Aeltus Arrangements that are not AI Aeltus Liabilities (the
"AUSHC AELTUS LIABILITIES") (the AUSHC Foreign Phantom Liabilities and AUSHC
Aeltus Liabilities, the "AUSHC PHANTOM LIABILITIES")


                                   ARTICLE 5
           NON-EMPLOYEE DIRECTOR BENEFITS AND INTERNATIONAL BENEFITS


         SECTION 5.01. Effective as of the Close of the Distribution Date, AUSHC
hereby assumes responsibility for and shall become the sponsor of, and AI shall
cease to be responsible for Liabilities under or related to, or be the sponsor
of, the AI Director Deferred Stock and Deferred Compensation Plan, AI Director
Charitable Award Program, AI Director Health Insurance Arrangements, AI Director
Life Insurance Arrangements and Director Long-Term Care Arrangements ("Director
Liabilities").


         SECTION 5.02. Effective as of the Close of the Distribution Date, AI
hereby assumes and shall be responsible for all employee benefit Liabilities
relating to Aetna International, Inc. and its Subsidiaries to the extent funded
(provided such funds are transferred to an AI Company) or accrued on the books
and records of any AI Company (the "AI INTERNATIONAL LIABILITIES") and any
assets allocated to such liabilities shall be transferred to AI. Effective as of
the Close of the Distribution Date, AUSHC hereby assumes and shall be
responsible for all employee benefit Liabilities relating to Aetna
International, Inc. and its Subsidiaries, other than AI International
Liabilities (the "AUSHC INTERNATIONAL LIABILITIES").


                                    ARTICLE 6
                        GENERAL ALLOCATION OF LIABILITIES


         SECTION 6.01. ALLOCATION OF LIABILITIES GENERALLY.

          (a) Subject to the terms and conditions of this Agreement, effective
as of the Close of the Distribution Date, AUSHC hereby assumes and agrees to pay
when due, honor and discharge, the following Liabilities, whether incurred
before, on or after the Distribution Date ("AUSHC Retained Liabilities"):

         (i) all Liabilities arising under any employment, separation or
         retirement agreement or arrangement to the extent applicable to any
         member of the AUSHC Employee Group, who is not otherwise a member of
         the AI Employee Group;

         (ii) the AUSHC Assumed Plans, AI Equity-Based Plans, Retained Retiree

<PAGE>


         Health and Life Liabilities, Retained Savings Plan Liabilities,
         Retained Supplemental Liabilities, AUSHC Phantom Liabilities, AUSHC
         Bonus Liabilities, AUSHC Gross-Up Liabilities, AUSHC Deferred
         Compensation Liabilities, AUSHC WCP Liabilities, Director Liabilities,
         AUSHC International Liabilities and AUSHC Health and Welfare
         Liabilities;

         (iii) all Liabilities arising under any other employee benefit plan or
         arrangement maintained at any time after the Distribution Date by any
         of the AUSHC Companies to the extent applicable to any member of the
         AUSHC Employee Group;

         (iv) all Liabilities arising under any federal, state, local or foreign
         law, order or regulation (including, without limitation, ERISA and the
         Code) to the extent they relate to participation by any member of the
         AUSHC Employee Group in any AUSHC Assumed Plan, whether relating to
         events occurring on, prior to or after the Close of the Distribution
         Date or arising by reason of the transactions contemplated by this
         Agreement or otherwise;

         (v) all statutory Liabilities to any member of the AUSHC Employee
         Group, which arise, directly or indirectly, by reason of the
         transactions contemplated by this Agreement;

         (vi) all Liabilities to agents in respect of non-qualified pension
         benefits except to the extent assumed by AI except pursuant to Section
         6.01(b)(v); and

         (vii) All Liabilities attributable to actions specified to be taken by
         AUSHC under this Agreement.

         (b) Subject to the terms and conditions of this Agreement, effective
as of Immediately after the Distribution Date, AI hereby assumes and agrees to
pay when due, honor and discharge, the following Liabilities, whether incurred
before, on or after the Distribution Date ("AI Assumed Liabilities"):

         (i) all Liabilities arising under any employment, separation or
         retirement agreement or arrangement to the extent applicable to any
         member of the AI Employee Group or to any other Person not a member of
         the AUSHC Employee Group which has been established or entered into by
         any AI Company other than the Retained Savings Plan Liabilities;

         (ii) the New AI Plans, the DB Plan, AI Supplemental Liabilities, AI
         Bonus Liabilities, AI DC Plan Liabilities, AI Retiree Health and Life
         Liabilities, Transferred Benefits, AI Deferred Compensation
         Liabilities, AI WCP Liabilities, AI Gross-Up Liabilities, AI Phantom
         Liabilities, AI International Liabilities and AI Health and Welfare
         Liabilities;

         (iii) all Liabilities arising under any other employee benefit plan or
         arrangement maintained at any time after the Distribution Date by any
         of the AI Companies to the extent applicable to any member of the AI
         Employee Group;

         (iv) all Liabilities arising under any federal, state, local or foreign
         law, order or regulation (including, without limitation, ERISA and the
         Code) to the extent they relate to participation by any member of the
         AI Employee Group in any New AI Plan, relating to events occurring on
         or after the time Immediately after the Distribution Date;

         (v) all Liabilities accrued on the books and records of any AI Company
         to, directly or indirectly, current or former independent contractors
         or statutory employees who at any time performed services as insurance
         agents for an AI

<PAGE>

         Company in connection with the AI Business ("Agents") (it being
         understood that prior to the Distribution Date AUSHC shall cause to be
         transferred to AI assets previously intended to support Liabilities
         relating to certain Agents under a non-qualified defined benefit plan,
         which such amount of assets equaled approximately $42 million as of
         December 31, 1999, which actual amount of such assets shall be deemed
         accrued);

         (vi) all statutory Liabilities to any member of the AI Employee Group
         which arises, directly or indirectly, by reason of the transactions
         contemplated by this Agreement;

         (vii) all Liabilities accrued on the books and records of any AI
         Company under benefit plans maintained outside the United States to the
         extent they relate to members of the AUSHC Employee Group for services
         performed outside the United States; and

         (viii) all Liabilities attributable to actions specified to be taken by
         AI under this Agreement;

         Section 6.02. METHOD OF SETTLEMENT. Notwithstanding anything herein to
the contrary but except as set forth in Schedule 8, to the extent possible any
transfer or assumption of Liabilities pursuant to this Article 6 shall be
effected, prior to the Distribution Date, through a corresponding adjustment in
the relevant intercompany account balances of the parties hereto.

         Section 6.03. FURTHER ASSURANCES.

         (a) On and after the date hereof, AUSHC will, at the reasonable
request of AI, execute, acknowledge and deliver all such endorsements,
assurances, consents, assignments, transfers, conveyances, powers of attorney
and other instruments and documents, and take such other actions necessary (i)
to assign, transfer, convey and deliver to AI, acting in its fiduciary capacity,
all the assets to be transferred to AI pursuant to this Agreement and (ii) to
assist AI in obtaining the consent and approval of all Governmental Entities and
other Persons required to be obtained by AI to effect the transfer thereof and
the assumption of the AI Assumed Liabilities by AI or otherwise appropriate to
carry out the transactions contemplated hereby.

         (b) On and after the date hereof, AI will, at the reasonable request
of AUSHC, execute, acknowledge and deliver all such endorsements, assurances,
consents, assignments, transfers, conveyances, powers of attorney and other
instruments and documents, and take such other actions necessary (i) to assign,
transfer, convey and deliver to AUSHC, acting in its fiduciary capacity, all the
assets to be transferred to AUSHC pursuant to this Agreement, and (ii) to assist
AUSHC in obtaining the consent and approval of all Governmental Entities and
other Persons required to be obtained by AUSHC to effect the transfer thereof
and the assumption of the AUSHC Retained Liabilities by AUSHC or otherwise
appropriate to carry out the transactions contemplated hereby.

         Section 6.04. ASSIGNMENT OF CERTAIN RIGHTS.

         (a) To the extent permitted by applicable law, AI hereby assigns, to
the

<PAGE>

maximum extent possible, on behalf of itself and each of the AI Companies,
the Specified AUSHC Rights, to AUSHC and AI shall take such actions to effect
such assignment pursuant to Section 6.03(b) as AUSHC may reasonably request;
provided, however, that no AUSHC Company shall take any action under the
Specified AUSHC Rights to prevent any member of the AI Employee Group from
working for any AI Company, or ING America Insurance Corp. or its Affiliates, in
the ordinary course of their business.

         (b) To the extent permitted by applicable law, AUSHC hereby assigns,
to the maximum extent possible, on behalf of itself and each of the AUSHC
Companies, the Specified AI Rights, to AI and AUSHC shall take such actions to
effect such assignment pursuant to Section 6.03(a) as AI may reasonably request;
provided, however, that no AI Company shall take any action under the Specified
AI Rights to prevent any member of the AUSHC Employee Group from working for any
AUSHC Company or its Affiliates in the ordinary course of their business.

                                    ARTICLE 7
                                    COVENANTS

         Section 7.01. CERTAIN COVENANTS. (a) AI shall (x) employ or cause
the AI Employees to be employed in the AI Business at positions and with
responsibilities substantially consistent with their respective positions and
responsibilities immediately prior to the Distribution Date after giving
effect to the Distribution (but disregarding any decrease in responsibilities
as a result of AI no longer being a publicly traded entity), and (y) from the
Distribution Date until the end of the twelve month period following the
Distribution Date, maintain or cause to be maintained employee compensation
and benefit plans and arrangements, including bonus opportunities, for the
benefit of the AI Employee Group that, except as provided below, provide
benefits with respect to periods after the Distribution Date that in the
aggregate are comparable to the compensation and benefit plans and
arrangements referred to in Section 2.03(a). Following such twelve month
period, members of the AI Employee Group shall be entitled to the same
treatment as is accorded similarly situated other employees of AI or any
acquiror of AI stock and its Subsidiaries.

          (b) Without limiting the provisions of Section 7.01 above, from the
Distribution Date until the end of the twenty-four month period following the
Distribution Date, AI shall (x) not, without the consent of the affected AI
Employee, materially reduce any AI Employee's base salary or (y) provide or
cause to be provided to each member of the AI Employee Group severance and
related benefits at least equal to the severance and related benefits available
to such member immediately prior to the Distribution Date.

          (c) Without limiting the provisions of Section 7.01(a) above, from the
Distribution Date until the end of the twelve month following the Distribution
Date AI shall provide or cause to be provided each AI Employee either (x) tax
qualified and non-tax qualified defined contribution and defined benefit plan
benefits equivalent to such benefits made available to each such AI Employee
immediately prior to the Distribution Date, or (y) the cash equivalent thereof.

          (d) Members of the AI Employee Group shall participate after the
Distribution Date in equity-based programs sponsored by AI or any acquiror of AI
Stock to the same
<PAGE>


extent as similarly situated other employees of AI or such acquiror and its
Subsidiaries, giving consideration to other benefits provided to such employees.

                                    ARTICLE 8
                                 Indemnification

With respect to indemnification, the parties hereto agree as set forth in the
Distribution Agreement.

                                    ARTICLE 9
                                Certain Employees

         Section 9.01. CERTAIN DEDICATED IT PERSONS. Schedule 6 sets forth the
names of up to 85 Persons in the information technology area whose activities
have primarily supported the AI Business that AI agrees to employ after the
Distribution Date and prior to the end of the Transition Period. In the event
that any such Person ceases to be employed by AUSHC before the transfer of such
person's employment to the AI for any reason, AUSHC shall have the right to
designate such Person"s replacement on such Schedule, the name of such
individual to be satisfactory to AI. Persons on such Schedule who become
employed by the AI Business after the Distribution Date, shall thereafter be
considered AI employees for all purposes hereunder.

         Section 9.02. CERTAIN SUPPORTING IT PERSONS. Prior to the end of the
Transition Period, AUSHC shall provide to AI a list of up to 35 Persons who,
during the Transition Period, provided significant information technology
services in respect of the AI Business for AI and its Subsidiaries and who, if
not hired by AI prior to the end of such Period, shall be entitled to severance
benefits from AI at least equal to the severance benefits available to
similarly-situated AI Employees, taking into account each such Person's service
and compensation with the AUSHC Companies. If hired by AI, any such Person shall
be considered an AI employee for all purposes hereunder.

         Section 9.03. [RESERVED].

         Section 9.04. CERTAIN TAX, AUDIT AND FINANCIAL CONTROLS PERSONS. Prior
to the Closing Date, ING America Insurance Holdings, Inc., AI and AUSHC shall
identify at least 26 and not more than 35 Persons employed by AUSHC in the tax,
audit and financial controls areas who performed significant services for the AI
Business, if not hired by AI immediately prior to the Closing Date, shall be
entitled to severance benefits from AI at least equal to the severance benefits
available to similarly-situated AI Employees, taking into account each such
Person's service and compensation with the AUSHC Companies. If hired by AI, any
such Person shall be considered an AI employee for all purposes hereunder.
<PAGE>

                                   ARTICLE 10
                               General Provisions

         Section 10.01. NOTICES.

         All notices and other communications to any party hereunder shall be in
writing (including telecopy or similar writing) and shall be deemed given when
received addressed as follows:

         If to AI, to:

                  Aetna Inc.
                  151 Farmington Avenue
                  Hartford, Connecticut 06156
                  Telecopy:      860-273-8340
                  Attention:     General Counsel
                                 Head of Human Resources
                                 Corporate Secretary

         With a copy to:

         If to AUSHC, to:

                  Aetna U.S. Healthcare, Inc.

                  151 Farmington Avenue
                  Hartford, Connecticut 06156
                  Telecopy:      860-273-8340
                  Attention:     General Counsel
                                 Head of Human Resources
                                 Corporate Secretary

         With a copy to:

                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, New York  10017
                  Telecopy: (212) 450-4800
                  Attention:     David L. Caplan

         If to ING America Insurance Corp., to:

                  ING North America Insurance Corp.
<PAGE>

                  5780 Powers Ferry Road, NW
                  Atlanta, Georgia 30327-4390
                  Attention:     Michael W. Cunningham
                                 Executive Vice President &
                                 Chief Financial Officer
                                 Fax: 770-980-3303

                                 B. Scott Burton
                                 Senior Vice President &
                                 Chief Counsel
                                 Fax: 770-850-7660

         With copies to:

                  ING Groep N.V.
                  Strawinskylaan 2631, 1077 ZZ Amsterdam,
                  P.O. Box 810,
                  1000 Av. Amsterdam, the Netherlands
                  Attention:     Fred Hubbell
                                 Executive Board Member
                                 Fax: +31-20-541-5402

                                 Diederik van Wassenaer
                                 General Counsel
                                 Fax: +31-20-541-8723

                  and

                  Sullivan & Cromwell
                  125 Broad Street
                  New York, New York 10004
                  Attention:     Joseph B. Frumkin, Esq.
                                 William D. Torchiana, Esq.
                                 Fax: 212-558-3588

         Any party may, by written notice so delivered to the other parties,
change the address to which delivery of any notice shall thereafter be made.

         Section 10.02. AMENDMENTS; NO WAIVERS. (a) Any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and signed, in the case of an amendment, by AI and AUSHC, or in the
case of a waiver, by the party against whom the waiver is to be effective.

         (b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive
<PAGE>


of any rights or remedies provided by law.

         Section 10.03. SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that neither party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other parties hereto.

         Section 10.04. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the law of the State of New York, without regard
to the conflict of laws rules thereof.

         Section 10.05. COUNTERPARTS; EFFECTIVENESS. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received a counterpart hereof signed by the other parties hereto.

         Section 10.06. ENTIRE AGREEMENT. This Agreement and the other
Distribution Documents constitute the entire understanding of the parties with
respect to the subject matter hereof and thereof and supersedes all prior
agreements, understandings and negotiations, both written and oral, between the
parties with respect to the subject matter hereof and thereof. No
representation, inducement, promise, understanding, condition or warranty not
set forth herein or in the other Distribution Documents has been made or relied
upon by any party hereto. Neither this Agreement nor any provision hereof is
intended to confer upon any Person other than the parties hereto any rights or
remedies hereunder.

         Section 10.07. JURISDICTION. Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby may be brought in
the United States District Court for the Southern District of New York or any
other New York State court sitting in New York County, and each of the parties
hereby consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding
which is brought in any such court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the jurisdiction of any such
court. Without limiting the foregoing, each party agrees that service of process
on such party as provided in Section 8.01 shall be deemed effective service of
process on such party.

         Section 10.08. NO THIRD PARTY BENEFICIARIES. Nothing contained in this
Agreement is intended to confer upon any person or entity other than the parties
hereto and their respective successors and permitted assigns, any benefit, right
or remedies under

<PAGE>

or by reason of this Agreement.

         Section 10.09. HEADINGS. The Section and other headings contained in
this Agreement are for reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement.

         Section 10.10. SEVERABILITY. The invalidity or unenforceability of any
provisions of this Agreement in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of this Agreement,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.

         Section 10.11. SCHEDULES. AI, ING America Insurance Holdings, Inc. and
AUSHC shall cooperate and mutually agree on each of the Schedules to this
Agreement. Subject to ING American Insurance Holdings, Inc."s consent, which
consent shall not unreasonably be withheld, AI and AUSHC shall have the right to
amend or supplement the information set forth in any Schedule hereto from time
to time until two business days prior to the Distribution Date.

         Section 10.12. COOPERATION AND COORDINATION. The parties agree to
share, and furnish each other with, such information concerning employees and
employee benefit plans, and to take all such other action, as is necessary and
appropriate to effect the transactions contemplated hereby, and to coordinate,
in advance, the time, form and content of communications to current and former
employees of the parties relating to such transactions.

         Section 10.13. WITHHOLDINGS. The party that is responsible for
making a payment hereunder shall be responsible for making the appropriate
withholdings, if any, attributable to such payments.

         Section 10.14. ACCRUALS. (a) Where the extent of AI's Liabilities are
limited to the extent funded (provided such funds are transferred to AI) or the
amounts accrued, such Liabilities shall be equal to such funding or (x) the
amount accrued and allocated to the AI Business on the March 31, 2000 Balance
Sheet specified in the Merger Agreement (as set forth and separately identified
on Schedule 7) plus or minus (y) except with respect to an accrual of
approximately $13.3 million in the aggregate of AI Supplemental Liabilities and
AI Deferred Compensation Liabilities (provided that AUSHC transfers
approximately $3.9 million of cash to AI to support the international portion of
such Liabilities), the amount properly accrued or paid after March 31, 2000 to
the extent that such amount relates solely to services performed during the
period between March 31, 2000 and the Distribution Date and without regard to
any modifications to the terms of such plans, agreements or arrangements after
March 31, 2000 (except as otherwise agreed to by ING America Insurance Holdings,
Inc.) (such amounts to be set forth and separately identified on a schedule to
be mutually and reasonably agreed to by AI and AUSHC within 30 days after the
Distribution Date).

          (b) Where AUSHC's Liabilities are limited to the amounts in excess of
the

<PAGE>

accruals referenced in (a) above, such Liabilities shall relate solely to
that period of time ending on the Distribution Date.

         Section 10.15. ASSETS ALLOCATED TO ASSUMED LIABILITIES. Transfers of
assets and actions taken pursuant to Schedule 8 that are allocated to
Liabilities that are assumed by AI shall not be treated as part of the Net
Capital Contribution Amount under Section 4.1 of the Merger Agreement (such
transfers to be set forth and separately identified and set forth on a schedule
to be mutually agreed to by AI and AUSHC within 30 days after the Distribution
Date).
<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.


                                 AETNA U.S. HEALTHCARE, INC.


                                 By: /s/ Alfred P. Quirk, Jr.
                                    --------------------------------
                                     Name: Alfred P. Quirk, Jr.
                                     Title: Vice President, Finance & Treasurer


                                 AETNA INC.


                                 By: /s/ Alfred P. Quirk, Jr.
                                    --------------------------------
                                     Name: Alfred P. Quirk, Jr.
                                     Title: Vice President, Finance & Treasurer
</TEXT>
</DOCUMENT>
