1 EXHIBIT 10.2 [AETNA Logo] Aetna Inc. 151 Farmington Avenue Hartford, CT 06156-3124 June 7, 2001 VIA FACSIMILE AND OVERNIGHT MAIL Morgan Guaranty Trust Company of New York, as Administrative Agent under the Credit Agreement referred to below 60 Wall...

   1
                                                                    EXHIBIT 10.2



[AETNA Logo]                                            Aetna Inc.
                                                        000 Xxxxxxxxxx Xxxxxx
                                                        Xxxxxxxx, XX  00000-0000






June 7, 2001

VIA FACSIMILE AND OVERNIGHT MAIL

Xxxxxx Guaranty Trust Company of New York,
     as Administrative Agent under the Credit
     Agreement referred to below
00 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX  00000-0000
Attn: Xxxxx Dell'aquila,
      Vice President
Fax:  000-000-0000

Xxxxxx Guaranty Trust Company of New York
c/o X.X. Xxxxxx Services Inc.
000 Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxx, XX  00000-0000
Attn: Xxxxx Xxxx,
      Associate
Fax:  000-000-0000

RE:   NOTICE OF COMMITMENT REDUCTION PURSUANT TO SECTION 2.06(c)

Ladies and Gentlemen:

Reference is made to the $1,500,000,000 Bridge Credit Agreement dated as of
December 13, 2000 among Aetna Inc. (formerly known as Aetna U.S. Healthcare
Inc.), as Borrower, the banks listed on the signature pages thereof and Xxxxxx
Guaranty Trust Company of New York, as Administrative Agent (the "CREDIT
AGREEMENT"). Terms not otherwise defined herein are defined as set forth in the
Credit Agreement.

The Borrower hereby ratably reduces the Commitments by $300,000,000 pursuant to
Section 2.06(c) of the Credit Agreement, effective June 11, 2001.

Very truly yours,

AETNA INC.


By: /s/ Xxxxxx X. Xxxxx, Xx.
---------------------------------------------
Name:   Xxxxxx X. Xxxxx, Xx.
Title:  Vice President, Finance and Treasurer