USLIFE CORP, DEF 14A, 1994-04-11

USLIFE CORP
DEF 14A, 1994-04-11
LIFE INSURANCE

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant /X/
File by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/X/ Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

USLIFE Corporation
_______________________________________________________________________________
(Name of Registrant as Specified in Its Charter)

_______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:
_______________________________________________________________________________

2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________________

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11: 1
_______________________________________________________________________________

4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________________

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

1) Amount Previously Paid:
_______________________________________________________________________________

2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________________

3) Filing Party:
_______________________________________________________________________________

4) Date Filed:
_______________________________________________________________________________

____________________
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
(Bulletin No. 150, 4-09-93)

<PAGE>

["USLIFE CORPORATION" LOGO]

NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
MAY 17, 1994

& PROXY STATEMENT

<PAGE>

Gordon E. Crosby, Jr.
Chairman of the Board
["USLIFE CORPORATION" LOGO] and Chief Executive Officer
- --------------------------------------------------------------------------
125 Maiden Lane New York New York 10038 . 212 709 6000

April 11, 1994

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders
of USLIFE Corporation, to be held on Tuesday, May 17, 1994 at 10:30 A.M.,
at Pace University, Schimmel Center Auditorium, Spruce Street, New York,
New York. Your Board of Directors looks forward to personally greeting
those shareholders able to attend.

At the meeting, shareholders will be asked to elect four directors, and
to approve a stock option plan for non-employee directors of the
Corporation. In addition, shareholders will be asked to approve an
annual incentive plan for selected key officers of the Corporation,
to approve the Corporation's Restricted Stock Plan, as amended, 1991
Stock Option Plan, as amended, and Book Unit Plan, as amended, all of
which are designed to allow the Corporation to comply with regulations
under Section 162(m) of the Internal Revenue Code by adopting performance
based criteria for its executive compensation plans, and to ratify the
appointment of the Corporation's independent auditor, KPMG Peat Marwick.

It is important that your shares are represented and voted at the meeting.
Whether or not you plan to attend the meeting, please take a moment now
to sign, date and mail your proxy in the enclosed postage-paid envelope.

On behalf of your Board of Directors, thank you for your continued
support.

Sincerely,

/s/ Gordon E. Crosby, Jr.

Gordon E. Crosby, Jr.

<PAGE>

USLIFE CORPORATION 125 Maiden Lane, New York, New York 10038

NOTICE OF ANNUAL
MEETING OF
SHAREHOLDERS
MAY 17, 1994

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

Notice is hereby given that the Annual Meeting of Shareholders of USLIFE
Corporation ("Corporation") will be held at Pace University, Schimmel Center
Auditorium, Spruce Street, New York, New York on Tuesday, May 17, 1994 at 10:30
A.M., local time, for the following purposes:

Item 1. To elect four Class I directors to hold office for a three-year term;

Item 2. To act upon a proposal to approve a stock option plan for non-employee
directors of the Corporation;

Item 3. In accordance with the requirements of Section 162(m) of the Internal
Revenue Code (the "Code"), to act upon a proposal to approve an annual
incentive plan for selected key officers of the Corporation.

Item 4. In accordance with the requirements of Section 162(m) of the Code, to
act upon a proposal to approve the Corporation's Restricted Stock Plan,
as amended.

Item 5. In accordance with the requirements of Section 162(m) of the Code, to
act upon a proposal to approve the Corporation's 1991 Stock Option
Plan, as amended.

Item 6. In accordance with the requirements of Section 162(m) of the Code, to
act upon a proposal to approve the Corporation's Book Unit Plan, as
amended.

Item 7. To act upon a proposal to ratify the appointment of KPMG Peat Marwick
as independent auditor of the Corporation for the year 1994; and

Item 8. To transact such other business as may properly come before the meeting
or any adjournment thereof.

Shareholders of record at the close of business on March 31, 1994 will be
entitled to notice of, and to vote at, the meeting. The stock transfer books
will not be closed.

It is important that your shares are represented and voted at the meeting.
Whether or not you plan to attend and regardless of the number of shares you
own, you will help the Corporation to reduce the expense of additional
solicitation by promptly signing, dating and mailing the enclosed proxy in the
enclosed envelope, which requires no postage if mailed in the United States.

By order of the Board of Directors,

/s/ Richard G. Hohn

Richard G. Hohn
Senior Vice President-
Corporate Secretary & Counsel
New York, New York
April 11, 1994

<PAGE>

USLIFE CORPORATION 125 Maiden Lane, New York, New
York 10038

PROXY STATEMENT
ANNUAL MEETING
OF SHAREHOLDERS
MAY 17, 1994

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

This proxy statement is furnished in connection with the solicitation by the
Board of Directors of USLIFE Corporation of proxies to be voted at the Annual
Meeting of Shareholders ("Annual Meeting") to be held on May 17, 1994, and at
any and all adjournments thereof, for the purposes set forth in the Notice of
Annual Meeting.

The proxy which accompanies this statement, even if executed and returned, may
be revoked by the person executing it if it has not yet been exercised. To
revoke a proxy, the shareholder must file with the Secretary of the Corporation
either a written revocation or a duly executed proxy bearing a later date.
Shareholders present at the meeting may revoke their proxies and vote in person.
Shareholders entitled to vote may attend the meeting and vote whether or not
they have submitted a signed proxy.

The principal executive office of USLIFE Corporation ("Corporation" or "USLIFE")
is at 125 Maiden Lane, New York, NY 10038. The proxy statement and form of proxy
were first sent to shareholders on or about April 11, 1994.

At the close of business on March 31, 1994, the record date established by the
Board of Directors for determining shareholders entitled to notice of and to
vote at the Annual Meeting, the Corporation had outstanding 22,686,965 shares of
Common Stock, par value $1 per share ("common stock"), 4,815 shares of $4.50
Series A Convertible Preferred Stock, par value $1 per share ("A Preferred
Stock") and 2,035 shares of $5.00 Series B Convertible Preferred Stock, par
value $1 per share ("B Preferred Stock"). Only shareholders whose names appear
on the books of the Corporation at the close of business on the record date will
be entitled to vote at the meeting. Each such shareholder is entitled to one
vote for each share of common stock, A Preferred Stock and B Preferred Stock
then held, without regard to class. Unless otherwise directed by the
shareholder, all properly executed proxies received will be voted FOR the
election of directors as stated in Proposal 1, FOR the approval of the stock
option plan for non-employee directors as set forth in Proposal 2, FOR the
approval of the annual incentive plan for selected key officers of the
Corporation as set forth in Proposal 3, FOR the approval of the Corporation's
Restricted Stock Plan, as amended, the 1991 Stock Option Plan, as amended, and
the Book Unit Plan, as amended, as set forth in Proposals 4, 5, and 6,
respectively, and FOR the ratification of the appointment of KPMG Peat Marwick
as independent auditor as recommended in Proposal 7.

If a shareholder participates in the Corporation's Dividend Reinvestment Plan
("Dividend Plan") and holds shares in his or her own name in addition to the
shares held in custody pursuant to the Dividend Plan, the shareholder's proxy to
vote shares registered in his or her own name will serve as instructions on how
to vote shares held in custody for the shareholder pursuant to the Dividend
Plan. If a shareholder does not send any proxy to vote the shares registered in
his or her own name, shares held for the shareholder's account in the Dividend
Plan will not be voted. Participants in the Corporation's Monthly Investment
Plan and Employee Savings and Investment Plan are entitled to vote shares held
for their accounts by the agent or trustee of each such plan.

<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

Directors and officers as a group beneficially owned 1,240,818 shares or 5.47%
of USLIFE common stock and USLIFE preferred stock on March 31, 1994. This number
includes options to purchase 512,880 shares currently exercisable or exercisable
within 60 days. This number also includes 31,118 shares of common stock granted
under the Corporation's Restricted Stock Plan, which shares have not vested
under the terms of the Plan as of March 31, 1994. No director, officer or
nominee has the right to acquire beneficial ownership of USLIFE stock except as
described in the Summary Compensation Table, the Option/SAR Grants Table, the
Aggregated Option/SAR Exercises Table and the section below entitled "Directors'
Compensation".

The following table sets forth information relating to any class of USLIFE's
voting securities beneficially owned by the Chief Executive Officer, each of the
four most highly compensated executive officers of the Corporation and all
directors and nominees as of March 31, 1994.

<TABLE> <CAPTION>
- ---------------------------------------------------------------------------------------------------------------
TITLE OF NAME OF OF BENEFICIAL PERCENT
CLASS BENEFICIAL OWNER OWNERSHIP* OF CLASS**
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Gordon E. Crosby, Jr. 410,753(1) 1.81%
Chairman of the Board
and Chief Executive Officer
Robert J. Casper 59,117(2)
Senior Vice President-Marketing and Director
William A. Simpson 56,565(3)
President and Chief Executive Officer, All American
Life Insurance Company (a wholly-owned subsidiary of
USLIFE) and Director
Greer F. Henderson 183,823(4)
Vice Chairman and Chief Financial Officer
Richard J. Chouinard 98,344(5)
Chief Investment Officer
Kenneth Black, Jr. 1,215(6)
Director
Austin L. D'Alton 2,039(7)
Director
Thomas H. Lenagh 1,664(8)
Director
Eben W. Pyne 2,064
Director
John W. Riehm 5,198
Director
Christopher S. Ruisi 56,283(9)
Vice Chairman and Chief Administrative Officer
Franklin R. Saul 2,287(10)
Director
Robert L. Shafer 1,662(11)
Director
William G. Sharwell 1,487(12)
Director
Beryl W. Sprinkel 899(13)
Director
Pinkney C. Walker 9,662(14)
Director
</TABLE>

(footnotes on following page)

<PAGE>
3

* Unless otherwise indicated, each executive officer and director has
direct ownership of, and sole voting and investment power with respect
to, the shares indicated.

** With the exception of Mr. Crosby, no percentages of share ownership are
indicated since the number of shares owned by individual executive
officers and directors constitutes less than 1% of the class outstanding.

(1) Mr. Crosby's share holdings include options currently exercisable or
exercisable within 60 days under the Corporation's Stock Option Plans to
purchase 160,048 shares. Also included are 2,203 shares awarded pursuant
to the USLIFE Restricted Stock Plan which have not yet vested pursuant
to the terms of the Plan. Also included are 15,462 shares held as of
February 28, 1994 pursuant to the Corporation's Employee Savings and
Investment Plan, and 3,145 shares held by Mr. Crosby's wife, as to which
shares he disclaims beneficial ownership.

(2) Mr. Casper's share holdings include options currently exercisable or
exercisable within 60 days under the Corporation's Stock Option Plans to
purchase 14,000 shares. Also included are 5,332 shares awarded pursuant
to the USLIFE Restricted Stock Plan which have not yet vested pursuant
to the terms of the Plan. Also included are 6,261 shares held as of
February 28, 1994 pursuant to the Corporation's Employee Savings and
Investment Plan.

(3) Mr. Simpson's share holdings include options currently exercisable or
exercisable within 60 days under the Corporation's Stock Option Plans to
purchase 16,291 shares. Also included are 9,844 shares awarded pursuant
to the USLIFE Restricted Stock Plan which have not yet vested pursuant
to the terms of the Plan. Also included are 551 shares held as of
February 28, 1994 pursuant to the Corporation's Employee Savings and
Investment Plan, and 28,313 shares held by the Simpson Family Trust of
which Mr. Simpson is a trustee.

(4) Mr. Henderson's share holdings include options currently exercisable or
exercisable within 60 days under the Corporation's Stock Option Plans to
purchase 124,250 shares. Also included are 14,573 shares held as of
February 28, 1994 pursuant to the Corporation's Employee Savings and
Investment Plan, and 2,500 shares held by Mr. Henderson's daughter, as
to which shares he disclaims beneficial ownership.

(5) Mr. Chouinard's share holdings include options currently exercisable or
exercisable within 60 days under the Corporation's Stock Option Plans to
purchase 28,187 shares. Also included are 6,000 shares awarded pursuant
to the USLIFE Restricted Stock Plan which have not yet vested pursuant
to the terms of the Plan. Also included are 3,136 shares held as of
February 28, 1994 pursuant to the Corporation's Employee Savings and
Investment Plan.

(6) Dr. Black's share holdings include 61 stock units which were credited
pursuant to the Directors' Deferred Compensation Plan and which do not
confer any voting rights upon the holder.

(7) Mr. D'Alton's share holdings include 243 shares held by his wife, as to
which shares he disclaims beneficial ownership, and 95 stock units which
were credited pursuant to the Directors' Deferred Compensation Plan and
which do not confer any voting rights upon the holder.

(8) Mr. Lenagh's share holdings include 95 stock units which were credited
pursuant to the Directors' Deferred Compensation Plan and which do not
confer any voting rights upon the holder.

(9) Mr. Ruisi's share holdings include options currently exercisable or
exercisable within 60 days under the Corporation's Stock Option Plans to
purchase 34,140 shares. Also included are 992 shares awarded pursuant to
the USLIFE Restricted Stock Plan which have not yet vested pursuant to
the terms of the Plan. Also included are 1,672 shares held as of
February 28, 1994 pursuant to the Corporation's Employee Savings and
Investment Plan, and 1,235 shares held by Mr. Ruisi as custodian for his
minor children, as to which shares he disclaims beneficial ownership.

(10) Mr. Saul's share holdings include 1,625 shares held by his wife, as to
which shares he disclaims beneficial ownership.

(11) Mr. Shafer's share holdings include 95 stock units which were credited
pursuant to the Directors' Deferred Compensation Plan and which do not
confer any voting rights upon the holder.

(12) Dr. Sharwell's share holdings include 195 stock units which were credited
pursuant to the Directors' Deferred Compensation Plan and which do not
confer any voting rights upon the holder.

(footnotes continued on following page)

<PAGE>

(13) Dr. Sprinkel's share holdings include 134 stock units which were credited
pursuant to the Directors' Deferred Compensation Plan and which do not
confer any voting rights upon the holder.

(14) Dr. Walker's share holdings include 2,400 shares held by his wife, as to
which shares he disclaims beneficial ownership, and 134 stock units which
were credited pursuant to the Directors' Deferred Compensation Plan and
which do not confer any voting rights upon the holder.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS

The following table sets forth information relating to persons who, to the best
knowledge of USLIFE, are known to be the beneficial owners of more than 5% of
any class of USLIFE's voting securities as of March 31, 1994 except that the
securities holdings for J.P. Morgan & Co. Incorporated are as of March 29, 1994.

<TABLE> <CAPTION>
- ---------------------------------------------------------------------------------------------------------------
AMOUNT AND NATURE
TITLE OF NAME AND ADDRESS OF BENEFICIAL PERCENT
CLASS OF BENEFICIAL OWNER OWNERSHIP* OF CLASS
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock J.P. Morgan & Co. Incorporated 3,374,615 shares(1) 14.87%
60 Wall Street
New York, NY 10260
Series A Convertible Preferred Lorelle Shumway Parsons 518 shares 10.76%
Stock & Edmund F. Munkelwitz
TR UW Courtier L. Parsons
80 Saxton Avenue
Sayville, NY 11782-2603
</TABLE>

- ---------------
* Unless otherwise indicated, each beneficial owner, to the best knowledge
of the Corporation, has direct ownership of, and sole voting and
investment power with respect to, the shares indicated.

(1) J.P. Morgan & Co. Incorporated has sole voting power with respect to
2,043,615 of these shares and shares voting power with respect to 3,450
shares. It exercises sole investment power with respect to 3,370,805 of
these shares, and shares investment power over the remaining 3,450
shares.

USLIFE knows of no other person owning beneficially 5% or more of any class of
its outstanding voting securities.

ITEM 1: ELECTION OF DIRECTORS

The Corporation currently has fifteen directors who are divided into three
classes. At each Annual Meeting, one class is elected for a three-year term.
Directors are elected by a plurality of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote in the election. Votes
which are withheld from any nominee, as well as broker non-votes, will not be
counted.

At the 1994 Annual Meeting, four Class I directors have been nominated for
re-election to the Board of Directors of the Corporation to hold office for
three years or until their successors are elected and qualified. They are: John
W. Riehm, Christopher S. Ruisi, William G. Sharwell and Beryl W. Sprinkel. On
March 31, 1994, the Board approved a resolution amending the By-Laws of the
Corporation to decrease the number of directors constituting the entire Board to
fourteen, effective May 17, 1994. Following election of the four nominees, the
Board will consist of two classes of five members each and one class of four
members in accordance with the By-Law requirement that the classes of the Board
of Directors be as nearly equal in number as the total number of directors
constituting the entire Board permits. All of the nominees are currently serving
as directors and were elected by the shareholders at the 1991 Annual Meeting
except Mr. Ruisi who was elected a director at the 1993 Annual Meeting.

Votes pursuant to the accompanying proxy will be cast by the persons named
therein for the election of the nominees named below and cannot be cast for a
greater number of persons than the number of nominees named. It is not
contemplated that any of the nominees will be unable or unwilling to serve as a
director but, if that should occur, the Board of Directors reserves the right to
substitute another person.

<PAGE>

NOMINEES FOR DIRECTOR--CLASS I--TERM EXPIRING IN 1997
- --------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION(S)
DURING THE PAST FIVE YEARS DIRECTOR
AND OTHER INFORMATION, AGE SINCE
- --------------------------------------------------------------------------------
JOHN W. RIEHM 11/22/77
Chairman, R/G Ventures, Inc., Fort Lee, NJ, investments and venture
capital; Director, The United States Life Insurance Company In the
City of New York, NY, NY, insurance; Retired Director, Unilever
United States, Inc., NY, NY, manufacturer of consumer products;
Retired Senior Vice President-Administration, Secretary and Director,
Thomas J. Lipton, Inc., Englewood Cliffs, NJ, manufacturer of food
products. Age 73. (1) (2)
CHRISTOPHER S. RUISI 11/17/92
Vice Chairman and Chief Administrative Officer, USLIFE Corporation;
Senior Vice President-Administration and Director,The United States
Life Insurance Company In the City of New York, NY, NY, insurance.
Formerly, Executive Vice President-Administration, USLIFE
Corporation. Age 44.
WILLIAM G. SHARWELL 5/17/77
Director: American Biogenetic Sciences, Inc., Notre Dame, IN, genetic
engineering and biochemical research and development; Equitable
Capital Partners, L.P. and Equitable Capital Partners (Retirement
Fund) L.P., NY, NY, business development and investments; The United
States Life Insurance Company In the City of New York, NY, NY,
insurance. Formerly: President, Chief Executive Officer and Trustee,
Pace University, NY, NY; Senior Vice President, American Telephone &
Telegraph Co., NY, NY, electronic communications. Age 73. (1) (3)
BERYL W. SPRINKEL 1/24/89
Consulting economist. Former Chairman, Council of Economic Advisers
and Cabinet Member under President Ronald W. Reagan. Currently:
Member of the Board of Directors, GLOBEX Corporation, Chicago, IL,
after-hours futures and options electronic trading system; Member,
Board of Senior Advisors, Novecon Corporation, Washington, DC,
business development and investments for Eastern and Central European
countries; Consultant, Financial Investors, Inc., NY, NY, registered
investment adviser. Formerly: Under Secretary of the Treasury for
Monetary Affairs; Executive Vice President and Economist, Harris
Trust and Savings Bank, Chicago, IL; Chairman, Economic Advisory
Committee of the American Bankers Association; Member of the Board of
Directors, United States Chamber of Commerce; Member of the Board of
Economists, Time Magazine; Consultant, Keefe Bank Stock Fund, L.P.,
NY, NY, bank stock investment limited partnership; Consultant to
various government agencies and congressional committees. Age 70. (3)

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" ALL NOMINEES.

<PAGE>

DIRECTORS WITH ONE YEAR TERM REMAINING--CLASS II--TERM EXPIRING IN 1995
- --------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION(S)
DURING THE PAST FIVE YEARS DIRECTOR
AND OTHER INFORMATION, AGE SINCE
- --------------------------------------------------------------------------------
KENNETH BLACK, JR. 11/30/73
Regents' Professor Emeritus of Insurance and Dean Emeritus, College
of Business Administration, Georgia State University, Atlanta, GA;
Vice Chairman, International Insurance Society, Inc., Tuscaloosa, AL;
Director, Haverty Furniture Companies, Inc., Atlanta, GA, retail
furniture stores; Director, SwissRe Holding (N.A.), Inc., Swiss
Reinsurance Company (N.A.), Inc., North American Reinsurance
Corporation and North American Reassurance Company, NY, NY,
reinsurance; Director, Alexander and Alexander Services, Inc., NY,
NY, insurance broker; Trustee, Scudder Variable Life Investment Fund,
Boston, MA, investment company. Former Director: Computone Systems,
Inc., Atlanta, GA, computer systems and services; Paul Manners &
Associates, Inc., Atlanta, GA, management consultants; Cousins
Properties, Inc., Atlanta, GA, real estate developers. Age 69. (2)
AUSTIN L. D'ALTON 2/26/91
Retired Regional Sales Manager, Seiko Time Corporation-Midwest, St.
Louis, MO, manufacturer of time pieces; Formerly: Director, The
United States Life Insurance Company In the City of New York, NY, NY,
insurance; Executive Vice President, Leland Distributing Co., St.
Louis, MO, distributor of time pieces. Age 67. (3)
EBEN W. PYNE 9/28/82
Director and Consultant, W. R. Grace & Co., NY, NY, diversified
manufacturing; Director, Long Island Lighting Co., Hicksville, NY,
public utility; Trustee: City Investing Liquidating Trust, NY, NY,
liquidating trust; New York Zoological Society, NY, NY; The Julliard
School, NY, NY, educational institution; Grace Institute, NY, NY,
educational institution. Formerly, Director and Vice Chairman, Ambase
Corp., NY, NY, bank holding company. Age 76. (1) (2)
WILLIAM A. SIMPSON 3/28/90
President, Chief Executive Officer and Director, All American Life
Insurance Company, Chicago, IL, insurance. Formerly: President,
USLIFE Corporation; President, Chief Operating Officer and Director,
Transamerica Occidental Life Insurance Company, Los Angeles, CA,
insurance; Director: The United States Life Insurance Company In the
City of New York, NY, NY, insurance; Life Insurance Marketing and
Research Association, Hartford, CT. Age 55.
PINKNEY C. WALKER 9/17/74
Professor Emeritus of Economics, University of Missouri, Columbia,
MO; Former Director: Commerce Bank of Columbia, Columbia, MO; South
County Bank, Ashland, MO; Commerce Bancshares, Kansas City, MO. Age
76. (2)

<PAGE>

DIRECTORS WITH TWO YEAR TERM REMAINING--CLASS III--TERM EXPIRING IN 1996
- --------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION(S)
DURING THE PAST FIVE YEARS DIRECTOR
AND OTHER INFORMATION, AGE SINCE
- --------------------------------------------------------------------------------
GORDON E. CROSBY, JR. 11/15/66
Chairman of the Board and Chief Executive Officer, USLIFE
Corporation; Chairman of the Board, USLIFE Corporation subsidiaries;
Chairman of the Board, USLIFE Income Fund, Inc., NY, NY, diversified,
closed-end management investment company; Member: National Advisory
Board, Chemical Banking Corporation, NY, NY, commercial bank; Tax
Data Base Subcommittee of the Steering Committee on Federal Taxation,
American Council of Life Insurance, Washington, DC. Former Director:
Thomas J. Lipton, Inc., Englewood, Cliffs, NJ, manufacturer of food
products; The United Kingdom Fund, Inc., NY, NY, diversified,
closed-end management investment company; American Council of Life
Insurance, Washington, DC; Life Insurance Council of New York, Inc.,
NY, NY. Age 73. (1) (4)
GREER F. HENDERSON 2/22/83
Vice Chairman and Chief Financial Officer, USLIFE Corporation;
Director: The United States Life Insurance Company In the City of New
York, NY, NY, insurance; other USLIFE Corporation subsidiaries. Age
62.
THOMAS H. LENAGH 3/18/75
Director: CML Group, Acton, MA, specialty retailer; Adams Express,
Baltimore, MD, closed-end investment company; Gintel Funds,
Greenwich, CT, mutual funds; ICN Biomedicals, Costa Mesa, CA,
manufacturer of pharmaceuticals; Irvine Sensors, Costa Mesa, CA, high
technology; Clemente Global Fund, NY, NY, closed-end fund; Franklin
Quest, Salt Lake City, UT, time management; V-Band Corp., Elmsford,
NY, telecommunications producer. Director Emeritus, SCI Systems,
Huntsville, AL, high technology. Formerly: Chairman and Chief
Executive Officer, Greiner Engineering Corp., Irving, TX, engineering
consultants; Chairman, Stamford Asset Management, Stamford, CT,
investment management; Financial Adviser and Treasurer, The Ford
Foundation, NY, NY, non-profit institution; Financial Vice President,
Aspen Institute, NY, NY, independent educational organization. Age
75. (2) (4)
FRANKLIN R. SAUL 10/23/90
Director and Retired President, Emigrant Savings Bank, NY, NY,
savings bank; Former Director: The United States Life Insurance
Company In the City of New York, NY, NY, insurance; USLIFE Income
Fund, Inc., NY, NY, diversified closed-end management investment
company. Age 64. (3) (5)
ROBERT L. SHAFER 3/24/87
Vice President-Public Affairs, Pfizer Inc, NY, NY, manufacturer of
pharmaceuticals and chemicals; Director: Seligman Capital Fund, Inc.;
Seligman Cash Management Fund, Inc.; Seligman Common Stock Fund,
Inc.; Seligman Growth Fund, Inc.; Seligman Income Fund, Inc.; Liberty
Cash Management Fund, Inc.; Seligman Communications and Information
Fund, Inc.; Seligman Frontier Fund, Inc.; Seligman Tax-Exempt Fund
Series, Inc., open-end investment companies; Tri-Continental
Corporation, closed-end investment fund. Trustee: Seligman California
Tax-Exempt Fund Series; Seligman High Income Fund Series, open-end
investment funds. Age 61. (3) (4)

- ---------------
(1) Member of the Executive Committee.

(2) Member of the Audit Committee.

(3) Member of the Executive Compensation and Nominating Committee.

(4) Committee Chairman.

(5) Mr. Saul made three separate purchases of common stock during the 1993
fiscal year but failed to timely file a report for the transactions with the
Securities and Exchange Commission and the Corporation as required by
Section 16(a) of the Securities Exchange Act of 1934.

<PAGE>

BOARD OF DIRECTORS AND ITS COMMITTEES

During 1993, the Board of Directors met eight times at regularly scheduled
meetings. The committees of the Board of Directors do not have regular meetings
but meet as required. During 1993, the Executive Compensation and Nominating
Committee met four times, the Audit Committee met three times and the Executive
Committee met once. No director during the last full fiscal year attended fewer
than 75% of the aggregate of (i) the total number of meetings of the Board and
(ii) the total number of meetings held by all committees of the Board on which
he served.

AUDIT COMMITTEE

The Audit Committee, composed entirely of non-employee directors and operating
under a charter adopted by the Board, recommends for approval by the Board and
by the shareholders at the Annual Meeting, the firm to be retained by the
Corporation and its subsidiaries as independent auditor; consults with the
independent auditor and the Corporation's internal audit division regarding the
plan and scope of the audit; consults with the independent auditor, the internal
auditor and management regarding the adequacy of internal accounting procedures
and controls; and reviews the results of the audit with the independent auditor
and the internal auditor.

EXECUTIVE COMPENSATION AND NOMINATING COMMITTEE

The Executive Compensation and Nominating Committee, also composed entirely of
non-employee directors, reviews, considers and recommends for approval by the
Board, management's recommendations for the form and level of executive
compensation for all officers of the Corporation and its subsidiaries whose
annual salaries exceed $60,000. The Committee reviews, considers and recommends
for approval all compensation plans in which officers of the Corporation and its
subsidiaries are eligible to participate and provides salary and benefit
guidance for all levels of management. The Committee also evaluates, reviews and
recommends for approval by the Board all candidates to fill vacancies on the
Board and for inclusion in the Corporation's proxy material and election to the
Board by the shareholders of the Corporation at the Annual Meeting. The
Committee will consider nominees recommended by shareholders. Section 13 of
Article I of the Corporation's By-laws sets forth certain notice and
biographical information requirements for all nominations by shareholders for
the office of director.

EXECUTIVE COMMITTEE

The Executive Committee, composed of the Chairman of the Board and Chief
Executive Officer, the Vice Chairman and Chief Financial Officer and
non-employee directors, has the full authority of the Board of Directors to act
on all matters between regularly scheduled Board meetings except as to certain
matters of an extraordinary nature. The results of each Executive Committee
meeting are reported to the full Board at the next regularly scheduled Board
meeting.

DIRECTORS' COMPENSATION

Members of the Corporation's Board of Directors receive $750 for each Board
meeting attended in addition to an annual retainer of $20,000, of which $5,000
is payable in shares of common stock. Committee members receive $750 for each
committee meeting attended and committee chairmen receive $850 for each
committee meeting attended. Directors may elect to receive all or part of the
cash portion of their compensation in shares of the Corporation's common stock.
Directors who are also officers of the Corporation or its subsidiaries serve on
the Board and committees thereof without additional compensation.

The Corporation provides each non-employee director with Group Life, Accidental
Death and Dismemberment and Business Travel Accident insurance. The coverage for
each of these benefits is $50,000. The estimated average cost per director is
$1,000 per year. Non-employee directors are also eligible to participate in the
Corporation's Individual Discount Insurance Program. Non-employee directors also
participate in the Corporation's Matching Gift Program, whereby the Corporation
matches gifts by directors to educational institutions and certain charities of
up to $1,000 per year.

Under a Deferred Compensation Plan adopted in 1979, non-employee directors may
elect to defer all or part of the payment of the cash portion of their annual
compensation until termination of their services as

<PAGE>

directors. Deferred amounts currently accrue an interest equivalent calculated
at the rate of 1.313% quarterly. Such rate is reviewed annually by the Board of
Directors and is subject to change by a vote thereof. Participating directors
may elect to receive distribution of deferred fees and accrued interest in one
payment or in equal annual installments (not to exceed ten) after ceasing to be
a director of the Corporation. The plan was amended effective November 17, 1992
to provide that payment of such distribution (either the first installment or
single payment, if so elected) is to be made on or about the last business day
of the calendar year in which a director retires. The plan was further amended
effective May 18, 1993 to permit participating directors to defer receipt of the
portion of their annual retainer payable in shares of the Corporation's common
stock and again effective November 16, 1993 to permit such directors to defer
receipt of all or part of their compensation which they elect to receive in
shares of common stock as well as to permit them to irrevocably elect to have
the interest otherwise credited to their deferred cash balances used to purchase
units of said stock. Amounts deferred under the plan, plus accumulated interest,
together with all shares of common stock deferred thereunder shall be
immediately payable to each participating director (or his beneficiary or
estate, as the case may be) in a single lump sum in the event of certain
circumstances involving a change in control of the Corporation ("Change in
Control"). For purposes of the Deferred Compensation Plan, Change in Control
means the occurrence of a transaction requiring the affirmative vote of the
holders of at least 80% of the outstanding shares of capital stock of USLIFE
regularly entitled to vote in the election of directors by reason of Article
SEVENTH of the Corporation's Certificate of Incorporation (e.g., the merger or
consolidation of USLIFE into another corporation or the sale or other
disposition of substantially all of the assets of the Corporation to certain
defined parties) or the acquisition by certain parties of more than 25% of the
outstanding shares of capital stock of USLIFE if the Corporation has opposed
such acquisition before any insurance regulatory authority whose approval was
required.

On February 28, 1989, the Board of Directors unanimously approved (with two
directors absent) a Non-Employee Directors' Retirement Plan ("Directors'
Retirement Plan"). Under the terms of the Directors' Retirement Plan only
non-employee directors with at least five years of Board service and who are at
least age 65 are eligible to participate. Benefits payable on retirement from
the Board will equal 5% of the director's last annual retainer multiplied by the
number of years of Board service (not to exceed 100%). Directors serving on
February 28, 1989 received credit for prior years of service as a director of
USLIFE. Payments are made for a period of years equal to the number of years of
Board service up to a maximum of ten. Retirement benefits cease upon the death
of a director. The Corporation, to meet its obligations under the Directors'
Retirement Plan, including any increases in accrued benefits resulting from a
Change in Control, entered into a trust agreement with Manufacturers Hanover
Trust Company, the predecessor to Chemical Bank, on September 25, 1990. Upon a
Change in Control this trust may be funded with Corporation funds or a standby
letter of credit with a bank, currently in the amount of $1,000,000.

Notwithstanding the establishment of the trust, the Corporation continues to be
primarily liable for the benefits payable under the Directors' Retirement Plan
and will be obligated to make such payments to the extent the trust does not. In
1992, the non-employee directors' Group Life Insurance benefit was modified so
that upon retirement the $50,000 coverage is reduced to $45,000 and remains at
the level for the first year of retirement, thereafter declining $5,000 a year
in the next four years to a minimum of $25,000 in the fifth retirement year,
with said minimum $25,000 coverage to continue for the director's lifetime.

<PAGE>

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following tables set forth information concerning all compensation paid to
the Chief Executive Officer and each of the four most highly compensated
executive officers of the Corporation during the 1991, 1992 and 1993 fiscal
years for services rendered in all capacities to the Corporation and its
subsidiaries.

<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------
AWARDS
------------------------ PAYOUTS
RESTRICTED SECURITIES ---------
ANNUAL COMPENSATION STOCK UNDERLYING LTIP
--------------------------------- AWARDS(S) OPTIONS/ PAYOUTS
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) SARS(#) ($)(2)
- --------------------------------------------------- --------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Gordon E. Crosby, Jr............................... 1993 868,846 580,000 90,995 30,000 16,125
Chairman of the Board & Chief Executive Officer 1992 777,731 510,000 -- 22,500 616,750
1991 693,654 510,000 -- -- 34,400
Robert J. Casper................................... 1993 532,692 -- 20,771 15,000 4,838
President & Chief Operating Officer-Life 1992 388,654 50,000 -- 9,000 185,205
Insurance Division(4) 1991 304,423 50,000 -- -- --
Greer F. Henderson................................. 1993 442,692 25,000 -- 12,000 7,740
Vice Chairman-Chief Financial Officer 1992 408,077 -- -- 9,000 296,040
1991 384,615 -- -- -- 15,480
William A. Simpson................................. 1993 424,615 -- 98,741 8,500 --
President & Chief Executive Officer, All American 1992 400,000 20,000 -- 7,500 --
Life Insurance Company(5) 1991 397,648 -- -- -- --
Richard J. Chouinard............................... 1993 348,076 -- 243,750 10,000 4,193
Chief Investment Officer 1992 296,969 -- -- 5,625 160,355
1991 260,486 20,000 -- -- 6,880

<CAPTION>
ALL OTHER
COMPENSATION
NAME AND PRINCIPAL POSITION ($)(3)
- --------------------------------------------------- ------------
<S> <C>
Gordon E. Crosby, Jr............................... 199,922
Chairman of the Board & Chief Executive Officer 161,608
26,971
Robert J. Casper................................... 9,619
President & Chief Operating Officer-Life 8,315
Insurance Division(4) 7,606
Greer F. Henderson................................. 13,199
Vice Chairman-Chief Financial Officer 12,850
10,336
William A. Simpson................................. 9,478
President & Chief Executive Officer, All American 9,163
Life Insurance Company(5) 8,891
Richard J. Chouinard............................... 12,934
Chief Investment Officer 12,442
9,978
</TABLE>

- ---------------
Note: All stock and stock-based figures have been adjusted for the Corporation's
3-for-2 split on its common stock effective December 1, 1992.

(1) The number and market value of the aggregate restricted stock holdings of
the named executive officers at December 31, 1993 were: Mr. Crosby--14,203
shares ($545,040); Mr. Casper--9,499 shares ($364,524); Mr. Henderson--7,500
shares ($287,812); Mr. Simpson--17,344 shares ($665,576); and Mr.
Chouinard--11,400 shares ($437,475). The amounts set forth for 1993
represent the value, on the grant date, of shares of restricted stock
granted in 1993 as follows: Mr. Crosby-- 1,204 shares on July 1, 1993 and
999 shares on October 1, 1993; Mr. Casper--166 shares on July 1, 1993 and
333 shares on October 1, 1993; Mr. Simpson--2,344 shares on October 1, 1993;
and Mr. Chouinard--6,000 shares on July 1, 1993. The shares awarded in 1993
vest at the rate of 33% per year beginning on the first anniversary of the
grant date. Dividends on all restricted shares are paid at a rate equal to
the dividends paid on the Corporation's unrestricted common stock.

(2) In November 1992, the Executive Compensation and Nominating Committee
approved a recommendation to accelerate payment of the value of book units
maturing on December 31, 1992 in anticipation of an increase in Federal
income taxes in 1993. As a result, an estimated partial payment was made to
unit holders in November, 1992 with the balance paid to participants in
February, 1993.
(3) Amounts listed as All Other Compensation are attributable to: (a) mandatory
distributions under the Corporation's Retirement Plan ("Retirement Plan"),
(b) premiums paid by the Corporation for group life insurance ("life
insurance"), and (c) deferred matching contributions by USLIFE under the
Corporation's Employee Savings and Investment Plan ("SIP"), as follows:

<TABLE>
<S> <C> <C>
Mr. Crosby-- 1993: Retirement Plan--$172,543; life insurance--$20,304; SIP--$7,075
1992: Retirement Plan--$134,438; life insurance--$20,304; SIP--$6,866
1991: life insurance--$20,304; SIP--$6,666
Mr. Casper-- 1993: life insurance--$2,544; SIP--$7,075
1992: life insurance--$1,450; SIP--$6,866 1991: life insurance--$939; SIP--$6,666
Mr. Henderson-- 1993: life insurance--$6,124; SIP--$7,075
1992: life insurance--$5,984; SIP--$6,866 1991: life insurance--$3,669; SIP--$6,666
Mr. Simpson-- 1993: life insurance--$2,403; SIP--$7,075
1992: life insurance--$2,298; SIP--$6,866 1991: life insurance--$2,224; SIP--$6,666
Mr. Chouinard-- 1993: life insurance--$5,859; SIP--$7,075
1992: life insurance--$5,577; SIP--$6,866 1991: life insurance--$3,311; SIP--$6,666
</TABLE>

(4) As of March 31, 1994, Mr. Casper serves as Senior Vice President-Marketing
of the Corporation.
(5) A wholly-owned subsidiary of USLIFE.

<PAGE>

<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR

<CAPTION>
INDIVIDUAL GRANTS(1)(2)
--------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO GRANT DATE
OPTIONS/SARS EMPLOYEES IN EXERCISE OR BASE EXPIRATION PRESENT
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE VALUE ($)(3)
- --------------------------------------- --------------- ------------------- ----------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Gordon E. Crosby, Jr................... 30,000 7.1% 37.375 05/18/03 326,100
Robert J. Casper....................... 15,000 3.6% 37.375 05/18/03 163,050
Greer F. Henderson..................... 12,000 2.8% 37.375 05/18/03 130,440
William A. Simpson..................... 8,500 2.0% 37.375 05/18/03 92,395
Richard J. Chouinard................... 10,000 2.4% 37.375 05/18/03 108,700
</TABLE>

- ---------------
(1) All options listed in the Option/SAR Grants table were granted under the
Corporation's 1991 Stock Option Plan, which provides for the automatic grant
of a reload option to a participant upon exercise of an option provided the
participant uses previously-owned shares to pay for the option shares. A
reload option will be for the number of previously-owned shares delivered
upon exercise of the original option and the option price of a reload option
is the fair market value per share of the common stock on the exercise date
of the original option. Reload options vest three years from the date of
their grant and thereafter are exercisable for three years.

(2) All options listed in the Option/SAR Grants table were granted on May 18,
1993, and under the terms of the 1991 Stock Option Plan, may be exercised to
the extent of 25% per year of the total number of shares granted, beginning
on the first anniversary of the date of their grant.

(3) Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The actual value, if any, an executive may realize
will depend on the excess of the stock price over the exercise price on the
date the option is exercised, so that there is no assurance the value
realized by an executive will be at or near the value estimated by the
Black-Scholes model. The estimated values under that model are based on the
following assumptions:

-- Stock price: $37.375; equal to the stock's fair market value at the
date of grant.

-- Exercise price: $37.375; equal to the stock's fair market value at
the date of grant.

-- Volatility: .25; based on the weekly closing stock prices from
5/18/90 to 5/14/93.

-- Risk free interest rate: 5.93%; equal to the asking yield on the
10-year U.S. Treasury Strip maturing May 2003.

-- Dividend yield: 3.23%; equal to the annualized dividends at the date
of the grant divided by the exercise or base price.

-- No adjustments were made for non-transferability.

-- Term: assumes a ten year option term.

A high dividend yield decreases the Black-Scholes model's estimated value since
high dividends are often accompanied by lower rates of stock price appreciation.
An increase in the term of the option would increase the model's estimated
value since a ten year option is viewed as more valuable than a five year
option. A highly volatile stock would also have a higher Black-Scholes'
value than a more stable stock since the probability of an increase in stock
price would be greater with a volatile stock.

<PAGE>

<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR-END (#) FISCAL YEAR-END ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------- ----------------- ------------ --------------------- ----------------------
<S> <C> <C> <C> <C>
Gordon E. Crosby, Jr.................... 6,614 79,361 142,236/51,562 1,732,607/256,911
Robert J. Casper........................ 3,200 49,085 10,063/22,687 112,542/91,737
Greer F. Henderson...................... -- -- 116,750/21,000 1,453,474/108,377
William A. Simpson...................... 11,724 186,611 7,026/19,750 83,314/132,723
Richard J. Chouinard.................... 18,000 235,125 23,344/15,156 246,464/63,219
</TABLE>

<TABLE>
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR

<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK
PERFORMANCE OR PRICE-BASED PLANS(2)
NUMBER OF OTHER PERIOD UNTIL -------------------------
SHARES, UNITS OR MATURATION OR TARGET
NAME OTHER RIGHTS (#)(1) PAYOUT ($)(3)
- --------------------------------------------- ------------------- ------------------ -------------------------
<S> <C> <C> <C>
Gordon E. Crosby, Jr......................... 45,000 5 years 802,800
Robert J. Casper............................. 22,500 5 years 401,400
Greer F. Henderson........................... 17,500 5 years 312,200
William A. Simpson........................... 12,500 5 years 223,000
Richard J. Chouinard......................... 15,000 5 years 267,600
</TABLE>

- ---------------
(1) The number of units represents units awarded under the USLIFE Book Unit
Plan. The value of each unit is the amount by which the book value per share
of the Corporation's common stock as of its award date has been increased or
decreased by the sum of: (a) the increases or decreases in the book value
per share, plus (b) the sum of the cash dividends declared and paid by
USLIFE with respect to a share of its issued and outstanding common stock
between the award date of a unit and the unit's valuation date. Book units
have a valuation date of the earlier of: (a) a five-year period, or (b) the
December 31st preceding the occurrence of certain circumstances involving a
Change in Control.

(2) The plan does not include thresholds or maximum payouts.

(3) Actual target amounts are not determinable until the valuation date of the
awards. The amounts listed in this column are representative amounts based
on the book unit value as of December 31, 1993.

PENSION PLAN TABLE

The following table sets forth the estimated annual retirement benefits
(exclusive of social security payments) payable to participants in the specified
compensation and years-of-service categories, assuming continued active service
until normal retirement age and assuming that the USLIFE Corporation Retirement
Plan ("Retirement Plan") is in effect at such time. The Retirement Plan provides
retirement benefits based upon the individual participant's years of service and
final average annual earnings as defined by the Retirement Plan. Final average
annual compensation is the average annual compensation

<PAGE>

(subject to the limitations described below) for the three highest complete
consecutive calendar years prior to termination of employment.

<TABLE> <CAPTION>
YEARS OF SERVICE
-------------------------------------------------------------------

REMUNERATION 15 20 25 30 35
- -------------------------------------------- ----------- ----------- ----------- ------------- -------------

The credited years of service for the Chief Executive Officer and each of the
four most highly compensated executive officers of the Corporation are: G.E.
Crosby, Jr., 34; R.J. Casper, 5; G.F. Henderson, 18; W.A. Simpson, 3 and R.J.
Chouinard, 19.

The Internal Revenue Code of 1986, as amended, limits the maximum annual
retirement benefits payable to a participant under the Retirement Plan.
Currently, the limit is $118,800 per person. Annual retirement benefits in
excess of such limit (and those attributable to compensation in excess of the
annual limit referred to above) are provided under the USLIFE Corporation
Supplemental Retirement Plan and not under the Retirement Plan. The benefits
provided under the Corporation's Supplemental Retirement Plan are included in
the amounts shown in the above table. Participation in the USLIFE Corporation
Supplemental Retirement Plan is limited to certain highly compensated
individuals, including the named executive officers.

EMPLOYMENT AGREEMENTS

On April 1, 1989, Messrs. Crosby and Henderson entered into five-year employment
contracts with the Corporation which provide for automatic one-year extensions
thereafter occurring on each anniversary of the contract unless one party has
given prior notice to the contrary. Effective April 16, 1990, Mr. Simpson
entered into a similar contract with the Corporation. Effective April 1, 1991,
Mr. Casper also entered into a similar contract with the Corporation. Effective
May 1, 1993, the minimum annual compensation (and annual bonus, if applicable)
as set forth in these employment contracts was as follows: Mr. Crosby, $910,000
($580,000); Mr. Casper, $600,000; Mr. Henderson, $460,000; and Mr. Simpson,
$440,000. If the proposed annual incentive plan for selected key officers of the
Corporation is approved by the shareholders, the Chief Executive Officer's
annual bonus for years beginning in 1994 will be determined under such plan and
will be subject to performance goals based on levels of income attributable to
the Corporation's core life insurance businesses. On December 6, 1990, the
Corporation established a trust with Manufacturers Hanover Trust Company, the
predecessor to Chemical Bank, to make payments under these contracts in the
event of a Change in Control. The trust, commonly known as a "rabbi trust",
would be funded upon a Change in Control, by the Corporation or by a standby
letter of credit entered into between the Corporation and a bank, in the amount
of $15 million. Notwithstanding the establishment of the trust, the Corporation
continues to be primarily liable for the benefits payable under the contracts
and will be obligated to make such payments to the extent the trust does not.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Executive Compensation and Nominating Committee is currently composed of
five independent, non-affiliated Directors none of whom is or has ever been an
officer or employee of the Corporation or any of its subsidiaries. In addition,
the members of the Committee do not, and have never had, any relationship with
the Corporation or its subsidiaries which, in the opinion of the Board of
Directors, could interfere with their exercise of independent judgment as
members of the Committee.

<PAGE>

The Committee reviews, considers and recommends for approval by the Board
management's recommendations as to the form and level of compensation for all
officers of the Corporation and its subsidiaries whose annual salaries exceed
$60,000. The Committee also develops and recommends for approval by the Board
all compensation plans in which officers of the Corporation and its subsidiaries
participate and provides salary and benefit guidance for all levels of
management.

It is the Corporation's policy to continue to maintain to the extent practicable
100% of the tax deductible status of all compensation paid to its executive
officers. Regulations under Section 162(m) of the Code, proposed in December
1993, generally disallow a tax deduction to public companies for compensation
over one million dollars paid to a corporation's chief executive officer and
four other most highly compensated executive officers. Qualifying
performance-based compensation will not be subject to the deduction limit if
certain requirements are met. The Committee has adopted, subject to shareholder
approval, an annual incentive plan for selected key officers of the Corporation.
Under the incentive plan, annual bonuses for the Chief Executive Officer and any
other key officer who is selected to participate in the plan by the Committee
will depend on the attainment of performance goals based on levels of income
from the Corporation's core life insurance businesses. The Committee has also
adopted, subject to shareholder approval, certain amendments to the
Corporation's Restricted Stock Plan, 1991 Stock Option Plan and Book Unit Plan
which are referred to below. If shareholder approval of the annual incentive
plan and the amendments is obtained, compensation derived from these plans and
paid to the Chief Executive Officer and the four other executive officers
referred to above should qualify for the exception to the Section 162(m)
deduction limitation for performance-based compensation.

The annual incentive plan and the various plan amendments are intended to
qualify the compensation paid to the Chief Executive Officer and these other
four executive officers for the exception to the Section 162(m) deduction
limitation rather than to enhance the compensation which they would otherwise
receive. Pursuant to Section 162(m), the compensation committee that establishes
the performance goals contained in these plans and under which bonuses and other
compensation is paid to a company's chief executive officer and its other four
most highly compensated executive officers must consist of at least two "outside
directors". All members of the Committee are outside directors within the
meaning of the proposed regulations.

An agenda and supporting documentation were sent to Committee members in advance
of the four meetings held in 1993 to allow sufficient time for review and
consideration. The compensation policies that apply to the Corporation's
executive officers, including the executives named in this proxy statement, are
outlined below. Important decisions made by the Committee during 1993, including
decisions on the Chief Executive Officer's compensation, are also described.

The Corporation follows a policy of paying competitive base salaries that
reflect the nature and scope of officers' responsibilities, individual
performance evaluations, insurance industry pay practices and economic
conditions. At the beginning of the year, management recommends an overall
salary increase guideline for officers and individual officer salary increases.
The Committee reviews the performance evaluations of all senior officers of the
Corporation and the chief executive officer of each subsidiary. In addition, the
Committee reviews life insurance industry executive compensation and salary
practices using survey data from the Life Office Management Association, Sibson,
Executive Compensation Service, William Mercer and Company as well as the proxy
statements of 18 life insurance companies of which 8 are part of the Standard &
Poor's Insurance Composite Index used in the Corporation's performance graph
appearing on page 17 of this proxy statement. The proxy statements of the 10
life insurance companies surveyed by the Committee but not included in the
Standard & Poor's Insurance Composite Index were chosen because the size and
product mix of these companies are similar to those of the Corporation. The
Committee uses the survey data to establish general parameters for evaluating
management's proposed compensation recommendations, basing its target
compensation on the median of such survey data. The Committee also annually
reviews existing employment agreements with executive officers and recommends to
the Board whether the agreements should be renewed or modified. (See section
entitled "Employment Agreements".)

In 1993, based primarily on the 12% increase in 1992 in "normalized operating
income" (excluding certain one-time accounting and receivables charges) over the
prior year, the 10% increase in earnings per share for such period and the 13%
increase in individual life pre-tax earnings for said period, the Committee

<PAGE>

recommended an overall salary increase guideline of 5% for officers. Salary
increases recommended for individual officers, including the named executive
officers, were higher or lower than 5%, depending on their individual
performance appraisals which take into account, among other things, the
officer's specific results achieved for the period, his or her strengths, all
areas where there is an opportunity for improvement and the position relative to
external pay practices. In evaluating the individual performances of the named
executive officers, the Committee also took into account the Corporation's 14%
increase in assets in 1992 over the prior year, the 16% increases in both life
insurance in force and in individual annualized premiums for said period as well
as the expense savings realized in 1992 over the previous year. In recommending
a 13.3% salary increase in 1993 for the Chief Executive Officer of the
Corporation which brought his salary to $910,000, as set forth in his employment
agreement, the Committee considered the above-cited increases in the
Corporation's financial performance, assigning approximately equal weight to
each. The salary increases granted in 1993 to the named executive officers other
than the Chief Executive Officer were on average approximately 3.9% higher than
the increase granted to the Chief Executive Officer that year. The employment
agreements of all named executive officers who have such agreements with the
Corporation were modified in 1993 to reflect their salary increases. All
existing employment agreements were continued according to their original
provisions without modification, including the five-year term of the agreement
except as to any salary increase.

Annual bonuses may be recommended for the named executive officers, other than
the Chief Executive Officer, to recognize unusual and extraordinary performance.
Such performance generally includes, but is not limited to, the achievement of
exceptional returns on investments or significant reductions in operating
expenses or significant increases in earnings per share or in operating income
over the immediately previous year. In these instances, a description of the
officer's performance and the recommended bonus is provided by the Chief
Executive Officer to the Committee for its review and recommendation.

The Committee is responsible for recommending a bonus for the Chief Executive
Officer of the Corporation. Bonuses have become a commonplace practice within
the industry and normally represent a substantial portion of a chief executive
officer's annual cash compensation, depending on the organization's financial
results. Based on the Corporation's 1992 net income, the previously mentioned
12% increase in normalized operating income, the 10.5% increase in total
revenues in 1992 over the prior year, the 14.5% increase in net investment
income over 1991 as well as his primary role in the achievement of these results
and the $510,000 minimum bonus level set forth in his employment agreement, the
Chief Executive Officer's minimum bonus was increased to $580,000 in 1993. In
recommending the Chief Executive Officer's level of compensation, the Committee
also took into account the Corporation's net earnings per share from continuing
operations, excluding capital gain and loss transactions, overall sales results,
management of expenses and growth in assets, ascribing approximately equal
weight to each of these measures. In 1992, all of these measures increased or
improved over the prior year. Mr. Crosby's bonus award and salary increase for
1993 are commensurate with this improvement in the Corporation's performance. If
the proposed annual incentive plan for selected key officers of the Corporation
is approved by the shareholders, the Chief Executive Officer's annual bonus for
years beginning in 1994 will be determined under such plan and will be subject
to performance goals based on levels of income attributable to the Corporation's
core life insurance businesses.

The Committee also administers the Corporation's long-term incentive program,
consisting of awards of stock options, restricted stock and book units. This
program is designed to encourage executive officers to acquire and hold stock in
the Corporation so as to align their interests with those of the shareholders.
Under guidelines adopted by the Committee in 1993 to encourage executive
officers to exercise stock options and hold the acquired shares, corporate
senior vice presidents and above as well as subsidiary chief executive officers
receive one restricted share for every five shares purchased upon the exercise
of an option if they pay for the option shares with previously-acquired shares.
If the executive officer uses cash to pay for the option shares, he or she
receives one restricted share for every three shares purchased upon the exercise
of the option. Such additional restricted stock awards will, to ensure
compliance with the requirements of Section 162(m) of the Code, be made subject
to the attainment of performance goals in the case of the Chief Executive
Officer and the other four most highly compensated executive officers. All such
restricted

<PAGE>

stock awards are subject to approval by the Committee in each instance. The
restricted stock vests in three equal annual installments and there are
forfeiture provisions if any of the shares received upon the option exercise are
sold before completion of the three-year period. The restricted stock is subject
to the terms and conditions of the Corporation's Restricted Stock Plan. In 1993,
based on such guidelines, the Committee approved two awards totaling 2,203
shares of restricted stock to Mr. Crosby.

Awards of restricted stock under the Corporation's Restricted Stock Plan (other
than restricted stock awards made in connection with the exercise of stock
options under the guidelines described above) are intended to increase the total
share holdings of executive officers and assist the Corporation in recruiting
and retaining talented executives. In arriving at a decision to approve such a
restricted stock grant to any executive officer under the Restricted Stock Plan
as well as in determining the size of the award, the Committee considers both
the number of restricted stock awards previously granted to the individual and
the aggregate number of restricted shares to be included in the then current
award. No restricted stock awards were made to executive officers under the
Restricted Stock Plan in 1993 except for the awards of restricted stock made in
conjunction with stock option exercises under the said guidelines. If the
Restricted Stock Plan, as amended, is approved by shareholders, no officer will
be eligible to receive awards under such plan for more than 75,000 restricted
shares in the aggregate during any one-year period. In addition, the awards
under the plan (other than awards made in conjunction with stock option
exercises which are made to any individual other than the Chief Executive
Officer and the other four most highly compensated executive officers) will be
subject to forfeiture in the event that performance goals based upon the
Corporation's net earnings per share from continuing operations are not
satisfied.

Stock option grants give officers the right to purchase, with certain
restrictions, shares of the Corporation's common stock at a price equal to 100%
of the stock's fair market value on the grant date. In deciding the amount of
stock options to recommend for award in 1993 to the named executive officers
other than Mr. Crosby, the Committee took into account the value of the options
at an assumed rate of future stock price appreciation, the total number of
options already outstanding or previously granted and the aggregate number of
options to be included in the current grants to all executive officers. The
Committee also considered the previously mentioned 12% increase in 1992 in
normalized operating income, total 1992 revenues and 1992 net investment income,
assigning approximately equal importance to each of these factors. In arriving
at its decision to award stock options to Mr. Crosby in 1993, the Committee took
into consideration the value of the options at an assumed rate of future stock
price appreciation, the total amount of options already outstanding or
previously granted as well as the aggregate number of options to be included in
the current grants to all executive officers. The Committee also considered the
number of shares owned by each individual officer as well as the above cited 12%
increase in 1992 in normalized operating income, the 10% increase in earnings
per share and the 13% increase in pre-tax earnings for such period, each such
increase being accorded approximately the same relative value. Based on the
foregoing, in May of 1993, the Committee approved a grant of 30,000 option
shares to Mr. Crosby at an exercise price of $37.375 per share which was the
fair market value on the grant date. If the Corporation's 1991 Stock Option
Plan, as amended, is approved by shareholders, no officer will be eligible to
receive grants for more than 75,000 options in the aggregate during any one-year
period.

A book unit award of 45,000 book units, based on the ratio of one and one half
book units for each option granted, was also reviewed and approved by the
Committee in 1993 for Mr. Crosby. The Committee used approximately the same
ratio of book units to stock options in determining the amount of book units to
be recommended for award to the named executive officers other than Mr. Crosby.
Book units have a five-year performance period and accrue a value during the
performance period equal to the sum of the cumulative increase in book value per
share of the Corporation and cumulative dividends paid to shareholders. The
ultimate value of the award is, therefore, linked directly to the Corporation's
five-year earnings performance. Awards are paid in cash and officers are
expected to use all or a portion of these proceeds to exercise stock options,
pay taxes due on restricted stock and acquire additional shares in the open
market. If the Corporation's Book Unit Plan, as amended, is approved by
shareholders, no officer will be eligible to receive grants for more than 75,000
book units in the aggregate during any one-year period. In addition, the value
of book units will no longer include cumulative dividends paid to shareholders.

Executive Compensation and Nominating Committee

Robert L. Shafer, Chairman William G. Sharwell
Austin L. D'Alton Beryl W. Sprinkel
Franklin R. Saul

<PAGE>

Comparison of Five Year Cumulative Total Shareholder Return
for USLIFE, S&P 500 Index, and S&P Insurance Composite Index

Set forth below is a line graph comparing USLIFE's cumulative total shareholder
return on its common stock with the cumulative total return of the S&P
Corporate - 500 Stock Index and the S&P Insurance Composite Index for the period
of five fiscal years commencing January 1, 1988. The example assumes an initial
investment of $100 on January 1, 1988 and the reinvestment of all dividends.

1988 1989 1990 1991 1992 1993

USLIFE $100 $133 $ 87 $154 $181 $198

S&P 500 100 132 128 166 179 197

S&P Insurance 100 147 129 169 197 205
Index

<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In 1986, a condominium apartment was purchased in an arm's length transaction
from The Landings, Ltd. by John W. Riehm, a nominee for director. The purchase
price of $233,780 was financed by a $200,000 first mortgage loan from USLIFE
Realty Corporation bearing an 8.5% interest rate for the initial 12-month period
of the mortgage from the date of purchase, adjusted annually thereafter to a
rate equal to the previous 12-month average of the United States 1-year Treasury
bill rate plus 2.5%. As of February 1, 1994, the balance of the loan was
$187,425, with an annual rate of interest of 8.25%. The purchase of this unit
and its financing were on the same terms as were offered to all eligible buyers
at the time of purchase.

In 1988, Wesley E. Forte, Executive Vice President-General Counsel of the
Corporation, purchased a condominium apartment in an arm's length transaction
from The Landings, Ltd., on the same terms as it and other units were offered to
the public. The purchase price of $160,000 was financed by a first mortgage loan
in the amount of $144,072 from USLIFE Realty Corporation bearing an initial
interest rate of 7.5%, adjustable annually thereafter to a rate equal to the
then current United States 1-year Treasury bill rate plus 275 basis points. As
of February 1, 1994, the balance of the loan was $66,690, with an annual rate of
interest of 6.25%. The financing terms of the unit are the same as were offered
to all eligible buyers at the time of purchase.

ITEM 2: PROPOSAL TO APPROVE NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

The Board of Directors has adopted, subject to shareholder approval, a stock
option plan for non-employee directors of the Corporation ("Plan"). The Plan
will enable the Corporation to continue to compete aggressively to secure and
retain qualified and experienced individuals to serve as outside directors of
the Corporation. If the Plan is approved by the shareholders, a maximum of
250,000 shares of the Corporation's common stock as presently constituted will
be reserved for issuance upon the exercise of stock options subject to
adjustment upon changes in the capitalization of the Corporation due to merger,
stock split, stock dividend or other similar events. Such shares may consist in
whole or in part of authorized but unissued shares or treasury shares.

NEW PLAN BENEFITS
USLIFE CORPORATION DIRECTORS' STOCK OPTION PLAN

<TABLE> <CAPTION>
Name and Position Dollar Value ($) Number of Units
- ------------------------------------------------------------------ ------------------------ --------------------
<S> <C> <C>
Gordon E. Crosby, Jr.............................................. * *
Robert J. Casper.................................................. * *
Greer F. Henderson................................................ * *
William A. Simpson................................................ * *
Richard J. Chouinard.............................................. * *
Executive Group................................................... * *
Non-Executive Director Group...................................... Not determinable(1) 20,000(2)
Non-Executive Officer Employee Group.............................. * *
</TABLE>

- ---------------
* Indicates that the individual or group is not eligible to receive benefits
under the Plan.

(1) The dollar value will be based on the closing price of the common stock on
the date of the award.

(2) Represents 2,000 shares of common stock underlying each of the options to be
awarded to the 10 non-executive directors.

The following description of the Plan is qualified by reference to the full text
of the Plan which is set forth as Annex A to this proxy statement. A Committee
of at least three (3) persons who shall be appointed by the Corporation's Board
of Directors and none of whom shall be eligible to receive options under the
Plan will administer the Plan. All questions regarding interpretation of the
Plan or any options issued pursuant to the Plan shall be determined by the
Committee; however, grants of the Corporation's common stock and the

<PAGE>

19
determination of the amount and nature of such grants under the Plan shall be
automatic. Only directors of the Corporation who are not employees of the
Corporation or its subsidiaries or affiliates ("eligible directors") are
eligible to participate in the Plan and to receive stock options thereunder. As
of March 31, 1994, the Corporation had 10 eligible directors, as follows: John
W. Riehm, William G. Sharwell and Beryl W. Sprinkel (who are nominees for
election as directors) and Kenneth Black, Jr., Austin L. D'Alton, Thomas H.
Lenagh, Eben W. Pyne, Franklin R. Saul, Robert L. Shafer and Pinkney C. Walker.
Pursuant to the Plan, commencing on the date of the 1994 Annual Meeting and on
the date of each subsequent Annual Meeting, each eligible director will
automatically be granted options to purchase 2,000 shares of the Corporation's
common stock at a purchase price equal to 100% of the stock's fair market value
on the date of such grant. As of March 31, 1994, the fair market value of the
Corporation's common stock was $38.625 per share. Only non-statutory options not
entitled to special tax treatment under Section 422A of the Internal Revenue
Code of 1986, as amended ("Code") may be granted under the Plan. The full
purchase price must be paid in cash when an option is exercised. Options vest
and become exercisable one year after the date of their grant and expire 10
years after such date. An option may not be transferred except by will, the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement Income Security Act
or the rules thereunder. When shares are issued upon the exercise of an option,
any excess in the fair market price of the stock over the option price is
taxable as ordinary income to the optionee and allowable as a deduction by the
Corporation. Options terminate when the optionee ceases to be a director of the
Corporation except in the case of the death, disability or retirement of the
optionee. All options will contain special provisions limiting the time during
which they may be exercised following the death of the optionee or termination
of the optionee's service as a director under certain circumstances. Shares
subject to options which expire or terminate prior to exercise may be the
subject of new options granted under the Plan.

Subject to shareholder approval at the Annual Meeting, the Plan will become
effective as of the date of such meeting and will remain in effect for a period
of ten (10) years thereafter unless sooner terminated by the Board of Directors.
No grants shall be made on or after the tenth anniversary of the effective date.

The Board of Directors may suspend or terminate the Plan or revise or amend it
in any respect whatsoever; provided, however, that no such amendment shall be
made without the approval of the shareholders which shall change the number of
shares of common stock subject to the Plan or the class of directors eligible to
participate therein or materially increase the benefits to optionees. Further,
no such amendment shall be effective without the approval of the shareholders of
the Corporation if shareholder approval of said amendment is then required
pursuant to applicable securities law or any other requirement applicable to the
Corporation or if said amendment would cause the Plan not to comply with Rule
16b-3 of the Securities Exchange Act of 1934, as amended, ("Rule 16b-3") or
would cause an eligible director not to be deemed "disinterested" under such
rule.

Pursuant to New York law, the affirmative vote of the holders of a majority of
the votes cast by the holders of common and preferred stock entitled to vote at
the meeting, voting as a single class, is required to approve the Stock Option
Plan, and abstentions and broker non-votes will not be counted as having voted
on this Item 2. For purposes of determining whether this Plan has been approved
by shareholders under Rule 16b-3, the affirmative vote of the holders of a
majority of all outstanding shares of common and preferred stock present, or
represented, and entitled to vote is required, and abstentions will be treated
as present, or represented, and entitled to vote. Broker non-votes will not be
so treated.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE APPROVAL OF THE STOCK OPTION PLAN

ITEM 3: PROPOSAL TO APPROVE ANNUAL INCENTIVE PLAN

The Executive Compensation and Nominating Committee (the "Committee") has
adopted, subject to shareholder approval, an annual incentive plan (the
"Incentive Plan") for the named executive officers and

<PAGE>

other key executive officers, as selected by the Committee. The following
description of the Incentive Plan is qualified by reference to the full text of
the Incentive Plan which is set forth as Annex B to this Proxy Statement.

Shareholder approval of the Incentive Plan is recommended by the Board of
Directors in order to provide an incentive to those key officers who have had,
and who are expected to continue to have, a significant impact on the
performance of the Corporation, and to maintain the tax-deductible status of the
annual bonus payments to the Chief Executive Officer and any other participating
key officers who are among the other four most highly compensated executive
officers.

Under the Incentive Plan, annual bonuses for participating key officers will
depend on the attainment of performance goals based on levels of income from the
Corporation's core life insurance businesses. In connection with the adoption of
the Incentive Plan, the Corporation entered into an amendment to Mr. Crosby's
employment agreement under which his annual bonus for years beginning in 1994
will be determined under the Incentive Plan, and will therefore be subject to
the attainment by the Corporation of the applicable performance goals. Annual
bonuses for other key officers may also be determined under the Incentive Plan.
Performance goals will be determined by the Committee prior to the commencement
of the applicable plan year. Under the Incentive Plan, no participant will be
entitled to receive an award for any year in an amount in excess of 75% of such
participant's "base salary" as in effect on January 1 of such year, except that
in no event will "base salary" for such purposes be deemed to exceed the
participant's actual base salary as in effect on January 1, 1994 increased at
the rate of 15% per year (25% in the case of a promotion) or, if such
participant is first employed by the Corporation or one of its subsidiaries
after January 1, 1994, such participant's actual base salary as in effect on the
date of hire increased at the rate of 15% per year (25% in the case of a
promotion).

The Incentive Plan will be administered by the Committee, which will select plan
participants from among approximately 20 key officers. Awards under the
Incentive Plan will be paid in cash. The Committee has the discretion to reduce
the maximum amount available for awards for a given year or not to make any
awards at all if it determines in its sole discretion that such awards are not
appropriate.

In the event a participant terminates employment prior to the end of a year for
any reason other than disability, retirement or death, no award under the
Incentive Plan will be paid for such year unless otherwise determined by the
Committee in its sole discretion. If employment terminates by reason of
disability, retirement or death, the participant will be entitled to receive a
pro rata award. In the event of a "change in control", the payment of awards
will be accelerated and the amount of such awards will be calculated as if the
applicable performance goals had been met. For purposes of the Incentive Plan,
events constituting a "change in control" are (i) a merger or consolidation to
which the Corporation is a party and for which the approval of any shareholders
of the Corporation is required; (ii) any person (as such term is used in
Sections 13(d) and 14(d) (2) of the Securities Exchange Act of 1934, as amended)
becoming the beneficial owner, directly or indirectly, of securities of the
Corporation representing 25% or more of the combined voting power of the
Corporation's then outstanding securities; (iii) a sale or transfer of
substantially all of the assets of the Corporation; or (iv) a liquidation or
reorganization of the Corporation. The specific performance goals under the
Incentive Plan are determined by the Committee in its sole discretion. For this
reason it is not possible to determine the benefits and amounts that will be
received by any individual participant or group of participants in the future.

The Board of Directors may at any time terminate, modify or suspend the
Incentive Plan, in whole or in part.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE APPROVAL OF THE ANNUAL INCENTIVE PLAN

<PAGE>

ITEM 4: PROPOSAL TO APPROVE RESTRICTED STOCK PLAN, AS AMENDED

In 1989, the Board of Directors adopted, and the shareholders approved, the
Corporation's Restricted Stock Plan (the "Restricted Plan"). The purpose of the
Restricted Plan is to promote the growth and profitability of the Corporation
and its subsidiaries by providing the incentive of long-term equity awards to
those executive officers of the Corporation and its subsidiaries whose continued
services are considered important to the Corporation. Approximately 25 executive
officers are eligible to participate in the Restricted Plan.

On February 22, 1994 and March 21, 1994, the Committee adopted, subject to
shareholder approval, amendments to the Restricted Plan that would limit the
number of restricted shares ("Restricted Shares") of the Corporation's common
stock that may be granted under the Restricted Plan to any one individual during
any one-year period to no more than 75,000. In addition, the awards under the
Restricted Plan (or the applicable portion of such awards) will, except as
provided below in connection with the exercise of stock options by a
participating officer other than the Chief Executive Officer and the other four
most highly compensated executive officers, be subject to forfeiture in the
event that performance goals based upon the Corporation's net earnings per share
from continuing operations are not satisfied. The following description of the
Restricted Plan, as amended, is qualified by reference to the full text of the
Restricted Stock Plan which is set forth as Annex C to this Proxy Statement.

Shareholder approval of the Restricted Plan, as amended, is recommended by the
Board of Directors to maintain the tax-deductible status of the compensation
income realized in connection with awards under the Restricted Plan by the Chief
Executive Officer and any other participants who are among the other four most
highly compensated executive officers.

The Restricted Plan is administered by the Committee. Participation in the
Restricted Plan generally is limited to those executive officers of the
Corporation and its subsidiaries at the level of Senior Vice President and
above. The Committee may, in its discretion, select other key officers of the
Corporation and its subsidiaries to participate in the Restricted Plan.

Under the Restricted Plan, participating officers receive awards consisting of
Restricted Shares, subject to restriction against sale, transfer or pledge for a
five-year "restricted period" (three years in certain circumstances, as
described below). A participating officer may be granted more than one award of
Restricted Shares under the Restricted Plan. The number of Restricted Shares to
be granted to any participating officer will be determined by the Committee.

Except as described below, 20% of a participating officer's Restricted Shares
become free of the restrictions imposed by the Restricted Plan at the end of
each of the five calendar years comprising the applicable restricted period.
Under the proposed amendments, if the applicable performance goals, which are
based on the Corporation's net earnings per share from "continuing operations"
(as defined in the Restricted Plan), are not satisfied for a particular year,
the portion of the Restricted Shares that was otherwise scheduled to become free
of the restrictions at the end of such year will, except as described below, be
forfeited. The Committee may, in its sole discretion, provide that the
restrictions on such Restricted Shares will terminate at a rate different than
the 20% rate described above.

If pursuant to guidelines adopted by the Committee in 1993, Restricted Shares
are granted to a participating officer in connection with the exercise of stock
options under the Corporation's Stock Option Plans, such Restricted Shares
instead vest ratably over a three-year period. Such grants will not be subject
to the performance goals described above if made to a participating officer
other than the Chief Executive Officer and the other four most highly
compensated executive officers.

During the applicable restricted period, participating officers are entitled to
vote their Restricted Shares and receive any dividends thereon. Under the
proposed amendments, any such dividends for a particular year would (except in
the case of Restricted Shares granted in connection with the exercise of stock
options by a participating officer other than the Chief Executive Officer and
the other four most highly compensated

<PAGE>

executive officers) be forfeited unless the performance goals described above
were satisfied for such year. Any such dividends will be held by the Corporation
and will accrue interest pending the attainment of such performance goals for
the pertinent year.

The aggregate number of shares of common stock which may be issued as Restricted
Shares under the Restricted Plan will not exceed 700,000, subject to adjustment
as provided in the Restricted Plan. The 3-for-2 stock split in December 1992
caused an adjustment in the aggregate number of shares to 1,050,000. Taking into
account grants made under the Restricted Plan prior to March 31, 1994, there are
currently 677,491 shares available to be granted under the Plan. The Corporation
is not at this time seeking shareholder approval to increase the number of
shares reserved for issuance under the Plan.

With respect to any participating officer, if such officer's employment is
terminated prior to the end of the applicable Restricted Period due to death,
permanent disability, retirement or termination by the Corporation without
cause, or a "change in control" of the Corporation occurs, all restrictions on
such officer's Restricted Shares (and the obligation to satisfy the performance
goals described above) will terminate. For purposes of the Restricted Plan,
events constituting a "change in control" are (i) a merger or consolidation to
which the Corporation is a party and for which the approval of any shareholders
of the Corporation is required; (ii) any person (as such term is used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended)
becoming the beneficial owner, directly or indirectly, of securities of the
Corporation representing 25% or more of the combined voting power of the
Corporation's then outstanding securities; (iii) a sale or transfer of
substantially all of the assets of the Corporation; or (iv) a liquidation or
reorganization of the Corporation. If a participating officer's employment is
terminated for any reason other than those described above, such officer will
immediately forfeit all Restricted Shares which are still subject to the
restrictions of the Restricted Plan.

The Committee has the power to modify, amend or terminate the Restricted Plan at
any time, provided that no such modification, amendment, or termination
adversely affects a participating officer's rights with respect to any
Restricted Shares previously granted, without the consent of such officer.

The number of Restricted Shares granted in fiscal year 1993 to each of the
officers named in the Summary Compensation Table are as set forth in the Summary
Compensation Table above. The number of shares granted to all executive officers
as a group (21 persons) was 17,931 shares. Grants under the Restricted Plan are
determined by the Committee in its sole discretion. For this reason, it is not
possible to determine the benefits or amounts that will be received by any
individual employee or group of employees in the future.

Pursuant to New York law, the affirmative vote of the holders of a majority of
the votes cast by the holders of common and preferred stock entitled to vote at
the meeting, voting as a single class, is required to approve the Restricted
Plan, as amended, and abstentions and broker non-votes will not be counted as
having voted on this Item 4. For purposes of determining whether this Plan has
been approved by shareholders under Rule 16b-3, the affirmative vote of the
holders of a majority of all outstanding shares of common and preferred stock
present, or represented, and entitled to vote is required, and abstentions will
be treated as present, or represented, and entitled to vote. Broker non-votes
will not be so treated.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL
OF THE RESTRICTED PLAN, AS AMENDED

ITEM 5: PROPOSAL TO APPROVE STOCK OPTION PLAN, AS AMENDED

In 1991, the Board of Directors adopted, and the shareholders approved, the
Corporation's 1991 Stock Option Plan for key employees of the Corporation and
its subsidiaries (the "Option Plan"). The Option Plan is intended to enable the
Corporation and its subsidiaries to continue to compete aggressively to secure
and retain qualified and experienced executive personnel. A maximum of 700,000
shares of the Corporation's common stock as presently constituted have been
reserved for issuance upon the exercise of stock options which may be granted
pursuant to the Option Plan, subject to adjustment as provided in the Option

<PAGE>

Plan. The 3-for-2 stock split in December 1992 caused an adjustment in the
aggregate number of shares to 1,050,000. Taking into account grants made prior
to March 31, 1994, there are currently 547,000 shares available for issuance
under the Option Plan. The Corporation is not at this time seeking shareholder
approval to increase the number of shares reserved for issuance under the Plan.

On March 21, 1994, the Committee adopted, subject to shareholder approval,
amendments to the Option Plan that would limit participation to "key officers"
of the Corporation, and limit the number of options that may be granted under
the Option Plan to any one individual during any one-year period to no more than
75,000. The following description of the Option Plan, as amended, is qualified
by reference to the full text of the Option Plan which is set forth as Annex D
to this Proxy Statement.

Shareholder approval of the Option Plan, as amended, is recommended by the Board
of Directors to maintain the tax-deductible status of the compensation income
generated upon the exercise of options under the Option Plan by the Chief
Executive Officer and any other participating key officers who are among the
other four most highly compensated executive officers.

Approximately 125 key officers are eligible to be granted options under the
Option Plan. The Committee administers the Option Plan. The types of options
that may be granted under the Option Plan are incentive stock options and
non-qualified stock options. The Option Plan also provides for the automatic
grant of "reload" options. Reload options are non-qualified options which are
automatically granted to a participant upon the exercise of an option, provided
the participant uses previously-owned shares to pay for the option shares.
Reload options will be for the number of previously-owned shares delivered upon
the employee's exercise of an option. Under the Option Plan, the purchase price
of shares subject to each option will be 100% of their fair market value at the
time of the grant of the option. The full purchase price of the shares must be
paid, either in cash or by delivery of previously-owned shares, when an option
is exercised. The fair market value of a share of common stock was $38.625 as of
March 31, 1994. An option may not extend more than 10 years after the date of
its grant, and it generally may not be transferred except by will or the laws of
descent and distribution. There are no tax consequences to either the optionee
or the Corporation when non-qualified or incentive stock options are issued.
When shares are issued upon the exercise of a non-qualified option, any excess
in the fair market price of the stock over the option price is taxable as
ordinary income to the optionee and, subject to the provisions of Section 162(m)
of the Code, allowable as a deduction by the Corporation. When shares are issued
upon the exercise of an incentive stock option, there are no tax consequences to
either the optionee (except to the extent any excess in the fair market price of
the stock over the option price constitutes a tax preference item which requires
payment of the alternative minimum tax) or the Corporation. Options terminate
when the optionee ceases to be an employee of the Corporation or one of its
subsidiaries except in the case of the death, disability or retirement of the
optionee. The Option Plan provides that in the event of a "change in control"
all outstanding options which have been held for at least six months from the
date of grant shall be immediately vested and exercisable. For purposes of the
Option Plan, events constituting a "change in control" are (i) a merger or
consolidation to which the Corporation is a party and for which the approval of
any shareholders of the Corporation is required; (ii) any person (as such term
is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended) becoming the beneficial owner, directly or indirectly, of securities
of the Corporation representing 25% or more of the combined voting power of the
Corporation's then outstanding securities; (iii) a sale or transfer of
substantially all of the assets of the Corporation; or (iv) a liquidation or
reorganization of the Corporation. The Option Plan may be amended by the
Committee, except that no amendment shall be made without the approval of
shareholders which has the effect of increasing the number of shares of common
stock subject to the Option Plan, changing the class of employees eligible to
participate, reducing the purchase price of shares below 100% of the fair market
value on the date of grant, extending the time during which options may be
granted, or otherwise materially increasing the benefits to optionees. Shares
subject to options which expire or terminate prior to exercise may be the
subject of new options granted under the Option Plan. No option under the Option
Plan may be granted after May 20, 2001.

<PAGE>

The number of shares subject to options granted in fiscal year 1993 to each of
the officers named in the Summary Compensation Table are as set forth in the
Option/SAR Grants Table above. The number of shares granted to all executive
officers as a group (21 persons) was 170,500 shares. Grants under the Option
Plan are determined by the Committee in its sole discretion. For this reason, it
is not possible to determine the benefits or amounts that will be received by
any individual employee or group of employees in the future.

Pursuant to New York law, the affirmative vote of the holders of a majority of
the votes cast by the holders of common and preferred stock entitled to vote at
the meeting, voting as a single class, is required to approve the Option Plan,
as amended, and abstentions and broker non-votes will not be counted as having
voted on this Item 5. For purposes of determining whether this Plan has been
approved by shareholders under Rule 16b-3, the affirmative vote of the holders
of a majority of all outstanding shares of common and preferred stock present,
or represented, and entitled to vote is required, and abstentions will be
treated as present, or represented, and entitled to vote. Broker non-votes will
not be so treated.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL
OF THE OPTION PLAN, AS AMENDED

ITEM 6: PROPOSAL TO APPROVE BOOK UNIT PLAN, AS AMENDED

In 1976, the Board of Directors adopted, and the shareholders approved, the
Corporation's Book Unit Plan (the "Book Unit Plan"). The purpose of the Book
Unit Plan is to provide additional compensation to selected key employees which
is directly related to the performance of the Corporation.

On March 21, 1994, the Committee adopted amendments to the Book Unit Plan that
would limit participation to "key officers" of the Corporation, and limit the
number of book units that may be granted under the Book Unit Plan to any one
individual during any one-year period to no more than 75,000. In addition, under
these amendments, the value of book units would no longer include cumulative
dividends paid to shareholders. Such amendments were adopted subject to
shareholder approval. The following description of the Book Unit Plan, as
amended, is qualified by reference to the full text of the Book Unit Plan which
is set forth as Annex E to this Proxy Statement.

Shareholder approval of the Book Unit Plan, as amended, is recommended by the
Board of Directors to maintain the tax-deductible status of compensation
realized with respect to book units by the Chief Executive Officer and any other
participating key officers who are among the other four most highly compensated
executive officers.

Approximately 30 key officers are eligible to participate in the Book Unit Plan.
The Book Unit Plan is administered by the Committee. Book units awarded under
the Book Unit Plan generally have a five-year performance period (unless a
different period is selected by the Committee) and accrue a value (under the
Book Unit Plan, as amended) during the performance period equal to the sum of
the cumulative increase in book value per share of the Corporation. Book unit
awards are paid in cash. In the case of retirement, disability or death, or
certain circumstances involving a "change in control" the valuation and payout
of book units is accelerated. For purposes of the Book Unit Plan, events
constituting a "change in control" are (i) a merger or consolidation to which
the Corporation is a party and for which the approval of any shareholders of the
Corporation is required; (ii) any person (as such term is used in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended) becoming the
beneficial owner, directly or indirectly, of securities of the Corporation
representing 25% or more of the combined voting power of the Corporation's then
outstanding securities; (iii) a sale or transfer of substantially all of the
assets of the Corporation; or (iv) a liquidation or reorganization of the
Corporation. Book units are forfeited upon any other termination of employment.
The Corporation's Board of Directors has the authority to amend or terminate the
Book Unit Plan.

<PAGE>

The number of book units granted in fiscal year 1993 to each of the officers
named in the Summary Compensation Table are as set forth in the Long-Term
Incentive Plan Awards Table above. The number of units granted to all executive
officers as a group (21 persons) was 206,500 units. Grants under the Book Unit
Plan are determined by the Committee in its sole discretion. For this reason, it
is not possible to determine the benefits or amounts that will be received by
any individual employee or group of employees in the future.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL
OF THE BOOK UNIT PLAN, AS AMENDED

ITEM 7: RATIFICATION OF INDEPENDENT AUDITOR

The Board of Directors upon the recommendation of the Audit Committee has
appointed KPMG Peat Marwick to serve as the Corporation's independent auditor
for the year 1994, subject to ratification by the shareholders. This firm has
audited the books of the Corporation for many years and is considered well
qualified.

A representative of KPMG Peat Marwick will be present at the Annual Meeting to
respond to appropriate questions, and will have the opportunity to make a
statement.

The affirmative vote of the holders of a majority of the votes cast by the
holders of common and preferred stock entitled to vote at the meeting, voting as
a single class, is required for the ratification of this proposal. Abstentions
and broker non-votes will not be counted as having voted on this Item 7.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL

DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS

The date by which proposals of shareholders intended to be presented at the 1995
Annual Meeting must be received at the Corporation's principal executive office
for inclusion in its proxy statement and form of proxy relating to the meeting
is December 12, 1994.

MISCELLANEOUS

As of a reasonable time prior to the mailing of this Proxy Statement, the Board
of Directors knew of no other business to be presented at the Annual Meeting.
Should any other business properly come before the meeting, the persons named in
the proxy will act upon such matters in accordance with their best judgment.

On September 25, 1990, the Board of Directors approved amendments to the
Corporation's By-laws. The amendments require a minimum of 60 days notice, prior
to the Annual Meeting or any special meeting of shareholders, of either (i) a
nomination of a director by a shareholder or (ii) any other shareholder
proposal, in order for such nomination or proposal to be considered at said
meeting. Shareholders nominating directors are also required to provide certain
biographical information about nominees.

The expense of preparing, assembling and mailing the notice of meeting, Proxy
Statement and proxy will be paid by the Corporation. USLIFE has retained
Georgeson & Company Inc. to assist in the solicitation of proxies. The cost of
such service is estimated at $12,000, plus reasonable expenses. In addition,
directors, officers or employees of the Corporation may, without additional
compensation, solicit shareholders through personal contact or by telephone,
telegraph or facsimile. The Corporation also reimburses banks, brokers, nominees
and other fiduciaries for postage and reasonable clerical expenses incurred by
them in forwarding proxy material to the beneficial owners of USLIFE stock.

<PAGE>

Effective May 25, 1993, USLIFE renewed its Directors' and Officers' Liability
Policy with Great American Insurance Company for an additional term of one year
at a cost of $304,064. Also, effective May 25, 1993, USLIFE purchased an Excess
Directors' and Officers' Liability Policy from National Union Fire Insurance
Company for a one-year term at a cost of $160,000. These policies insure the
Corporation for any obligation it incurs to indemnify directors and officers
under New York law, and insures directors and officers for losses incurred by
them which may not be indemnified by the Corporation.

The Company's Annual Report on Form 10-K, as filed with the Securities and
Exchange Commission, is available without charge upon written request to the
Vice Chairman-Chief Financial Officer, USLIFE Corporation, 125 Maiden Lane, New
York, New York 10038.

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AND VOTED AT THE MEETING!
SHAREHOLDERS ARE URGED TO PROMPTLY SIGN, DATE AND MAIL THE PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. PLEASE ACT TODAY!.

By order of the Board of Directors,

/s/ Richard G. Hohn

Richard G. Hohn
Senior Vice President-
Corporate Secretary & Counsel

New York, New York
April 11, 1994

<PAGE>

ANNEX A

USLIFE CORPORATION
NON-EMPLOYEE
DIRECTORS'
STOCK OPTION PLAN

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

PART 1. PLAN ADMINISTRATION AND ELIGIBILITY

I. PURPOSE

The purpose of this Non-Employee Directors' Stock Option Plan (the "Plan") of
USLIFE Corporation (the "Corporation") is to make service on the Board more
attractive to present and prospective outside directors of the Corporation,
since the continued services of qualified and experienced outside directors are
considered essential to the Corporation's sustained progress and business
success.

II. ADMINISTRATION

The Plan shall be administered by a committee of at least three (3) persons
appointed by the Board of Directors of the Corporation (the "Committee") none of
whom shall be eligible to receive options under the Plan. Grants of stock
options under the Plan and the amount and nature of the awards to be granted
shall be automatic as described in Section VI. The Plan is intended to meet the
requirements of Rule 16b-3(c)(2)(ii) adopted under the Securities Exchange Act
of 1934 (the " '34 Act") and accordingly is intended to be self-governing. To
this end the Plan requires no discretionary action by any administrative body
with regard to any transaction under the Plan. To the extent, if any, that any
questions of interpretation arise, these shall be resolved by the Committee in
its sole discretion and such determination shall be final and binding upon all
persons having an interest in the Plan. Any or all powers and discretion vested
in the Committee under this Plan may be exercised by any one Committee member
who is so authorized by the Committee. In no event shall the Committee or any
member thereof exercise discretion with respect to designating the recipient of
an option, the number of shares subject to an option, the date of grant or
exercise price of an option.

III. PARTICIPATION IN THE PLAN

All directors of the Corporation shall participate in the Plan unless they are
(1) employees of the Corporation, or (2) employees of any subsidiary or
affiliate of the Corporation ("Eligible Director").

IV. STOCK SUBJECT TO THE PLAN

A. The Stock which is to be made the subject of awards granted under the Plan
shall be the Corporation's common stock, par value $1.00 per share ("Common
Stock"). In connection with the issuance of shares of Common Stock under the
Plan, the Corporation may, without specific authorization from its Board of
Directors, from time to time use, in whole or in part, authorized but unissued
shares or shares acquired or repurchased by the Corporation and held in its
treasury.

B. AGGREGATE AMOUNT.

(1) Subject to adjustment as provided in Section XI, the total number of
shares of Common Stock issuable under the Plan shall not exceed 250,000
shares.

<PAGE>

A-2

(2) If any outstanding option under the Plan expires or is terminated for
any reason, then the Common Stock allocable to the unexercised or
surrendered portion of such option shall not be charged against the
limitation of Section IV(B)(1) and may again become the subject of a
stock option granted under the Plan.

PART 2. STOCK OPTIONS

V. NON-STATUTORY STOCK OPTIONS

All options granted under the Plan shall be non-statutory options not entitled
to special tax treatment under Section 422A of the Internal Revenue Code of
1986, as amended to date and as may thereafter be amended from time to time (the
"Code").

VI. TERMS, CONDITIONS AND FORM OF OPTIONS

Each option granted under the Plan shall be evidenced by a written agreement in
such form as the Committee shall from time to time approve. Each agreement shall
be issued as soon as convenient to the Corporation after the Grant Date and
shall comply with and be subject to the following terms and conditions provided
that any Agreement may contain such terms, provisions and conditions as are not
inconsistent with the Plan:

A. OPTION GRANT DATES. One option shall be granted automatically on the date of
each annual meeting ("Annual Meeting") of shareholders (the "Grant Date") to
each Eligible Director commencing after the Annual Meeting at which this Plan is
approved.

B. OPTION FORMULA. Options granted to Eligible Directors on each Grant Date
shall be an option to purchase 2,000 shares of Common Stock.

C. OPTION NON-TRANSFERABLE. Each option granted under the Plan by its terms
shall not be transferable by the director other than by will, or by the laws of
descent and distribution, or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act
("ERISA"), or the rules thereunder and shall be exercised, during the lifetime
of the director, only by the participating director, except as provided above.
No option or interest therein may be transferred, assigned, pledged or
hypothecated by the director during his lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment or similar process.

D. OPTION PERIOD. Options become exercisable on the first anniversary of the
Grant Date; provided, however, that any option granted pursuant to the Plan
shall become exercisable in full upon the death of the director or his or her
retirement because of age in accordance with Corporation policy or retirement
because of total and permanent disability as defined in the Social Security Law
(42 USC 423(d)) or its successor, but in no event shall an option become
exercisable before the end of six months after its Grant Date.

Options shall terminate upon the expiration of ten (10) years from the Grant
Date, subject to prior termination as hereinafter provided.

E. EXERCISE OF OPTIONS. Options may be exercised, in lots of not less than 100
shares, only by written notice given to the Secretary of the Corporation at the
Corporation's headquarters accompanied by payment, in cash, of the full
consideration for the shares as to which they are exercised together with a sum
necessary to satisfy any Federal, state, or local taxes including, without
limitation, FICA taxes, medicare tax and any transfer taxes required by law to
be withheld. No fractional shares will be issued.

<PAGE>

A-3

F. TERMINATION OF OPTIONS. Each option and all right, title and interest of a
director in and to an option, to the extent that it has not been exercised,
shall terminate upon his or her termination as a director for any reason other
than death or retirement because of age in accordance with Corporation policy or
retirement because of total and permanent disability and in case of such
retirement or disability, three (3) months from the date thereof. In the event
of the death of the director, the option shall terminate upon failure of the
personal representative to exercise the option in accordance with the time
period provided in subsection G below.

G. DEATH OF DIRECTOR. Any option granted under the Plan and outstanding on the
date of an Eligible Director's death may be exercised by the personal
representative of the director's estate or by the person or persons to whom the
option is transferred pursuant to the director's will or in accordance with the
laws of descent and distribution, at any time prior to the specified expiration
date of such option or the first anniversary of the director's death, whichever
is the first to occur. Upon the occurrence of the earlier event, the option
shall terminate and be null and void.

VII. OPTION PRICE

The option price per share for the shares covered by each option shall be one
hundred per cent (100%) of the fair market value of a share of the Corporation's
Common Stock on the Grant Date. The fair market value of a share of Common Stock
shall be its closing price as quoted on the New York Stock Exchange Composite
Transaction Reporting System, on the Grant Date. If there is no quotation
available for such day, then the closing price on the preceding day for which
there does exist such a quotation shall be determinative of fair market value.

PART 3. GENERAL PROVISIONS

VIII. ASSIGNABILITY

The rights and benefits under this Plan shall not be assignable or transferable
by a director other than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of ERISA, or the rules thereunder, and except as provided above, during the
lifetime of the director options granted under the Plan shall be exercisable
only by each such director.

IX. TIME FOR GRANTING OPTIONS

No options may be granted under the Plan after May 17, 2004, or if May 17, 2004
is not a business day, after the next succeeding business day.

X. LIMITATION OF RIGHTS

A. NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the granting of an
option nor any other action taken pursuant to the Plan, shall constitute or be
evidence of any agreement or understanding, express or implied, that the
Corporation will retain a director for any period of time, or at any particular
rate of compensation.

B. NO SHAREHOLDERS' RIGHTS FOR OPTIONS. Neither the recipient of an option under
the Plan nor an optionee's successor or successors shall have any rights as a
shareholder with respect to the shares covered by options awarded to that
director until the date of the issuance to such director of a stock certificate
therefor, and no adjustment will be made for any dividends, or other
distribution or rights for which the record date is prior to the date such
certificate is issued.

<PAGE>

A-4

XI. ADJUSTMENTS TO STOCK

In the event any change is made to the Common Stock subject to the Plan or
subject to any outstanding option granted under the Plan (whether by reason of
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, combination of shares, exchange of shares, change in corporate structure
or otherwise), then appropriate adjustments shall be made to the maximum number
of shares subject to the Plan and the number of shares and price per share of
stock subject to outstanding options. In the case of any stock split or stock
dividend, such adjustments shall be self-operative and shall not require any
specific action by the Corporation's Board of Directors to effectuate the same.

XII. EFFECTIVE DATE OF THE PLAN

The Plan was authorized by the Corporation's Board of Directors effective as of
April 1, 1994, subject to and conditioned upon approval by the holders of a
majority of the Corporation's outstanding shares of Common Stock and preferred
stock present or represented, and entitled to vote at the meeting, all voting as
a single class. No options may be granted pursuant to the Plan until May 17,
1994.

XIII. AMENDMENT OF THE PLAN

The Board of Directors of the Corporation may suspend, amend or terminate the
Plan at any time, in its sole and absolute discretion; provided, however, that
without approval of the shareholders, no revision or amendment shall change the
number of shares subject to the Plan (except as provided in Section XI), change
the designation of the class of directors eligible to receive options, or
materially increase the benefits accruing to participants under the Plan.
Further, no amendment of the Plan may alter or impair any rights or obligations
of any option previously granted without the consent of the recipient. The Plan
provisions may not be amended more than once every six months, other than to
comport with changes in the Code, ERISA, or the rules thereunder or unless such
amendment is permitted by Rule 16b-3(c)(ii)(B) under the '34 Act.

XIV. NOTICE

Any notice to the Corporation under any of the provisions of this Plan shall be
in writing, addressed to the Secretary of the Corporation and shall become
effective upon receipt.

XV. GOVERNING LAW

The Plan and all determinations made and actions taken pursuant hereto shall be
governed solely by the internal laws of the State of New York and construed
accordingly.

<PAGE>

ANNEX B

ANNUAL INCENTIVE PLAN
FOR SELECTED KEY OFFICERS OF
USLIFE CORPORATION AND ITS SUBSIDIARIES

(EFFECTIVE AS OF JANUARY 1, 1994)

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

1. PURPOSE OF THE PLAN.

The purpose of this Annual Incentive Plan (the "Plan") is to provide an
incentive and reward to selected key officers of USLIFE Corporation (the
"Corporation") and its subsidiaries who have had, and who are expected to
continue to have, a significant impact on the performance of the Corporation by
making such key officers participants in the Corporation's profits through the
medium of annual incentive awards.

2. DEFINITIONS.

(a) The term "Change in Control" shall mean (i) a merger or consolidation to
which the Corporation is a party and for which the approval of any shareholders
of the Corporation is required; (ii) any person (as such term is used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended)
becoming the beneficial owner, directly or indirectly, of securities of the
Corporation representing 25% or more of the combined voting power of the
Corporation's then outstanding securities; (iii) a sale or transfer of
substantially all of the assets of the Corporation; or (iv) a liquidation or
reorganization of the Corporation.

(b) The term "Core Life Insurance Businesses" shall mean the Corporation's
individual line of business, including individual life and individual investment
contracts.

(c) The term "Income" shall mean pre-tax income, before capital gains and
losses, for the Corporation's individual line of business, including individual
life, individual investment contracts and income from capital and surplus,
before changes in accounting principles and before material non-operational
items that are beyond the control of the Corporation's management, provided that
the Committee may, in its sole discretion, elect to take such material
non-operational items into account to the extent such items would result in a
reduction in pre-tax income.

(d) The term "Permanent Disability" shall mean a physical or mental condition of
a Participant that, in the judgment of the Committee, after consultation with a
duly licensed physician, permanently prevents such Participant from being able
to serve as an active employee of the Corporation and its subsidiaries. For
purposes of determining the day on which a Participant becomes permanently
disabled, the Committee may select the day on which such Participant first
becomes eligible for long-term disability benefits under the Corporation's
long-term disability plan then in effect.

(e) The term "subsidiary" shall mean any corporation at least 50% of whose
issued and outstanding voting stock is owned, directly or indirectly, by the
Corporation.

3. ADMINISTRATION OF THE PLAN.

(a) This Plan shall be administered by the Executive Compensation and Nominating
Committee (the "Committee") of the Board of Directors of the Corporation (the
"Board") which shall consist of not less than two members of the Board. Each
member of the Committee shall be an "outside director" within the meaning of
Section 162(m)(4) of the Internal Revenue Code of 1986, as amended (the "Code").
Service on the Committee shall constitute service as a director of the
Corporation so that the members of the

<PAGE>

B-2

Committee shall be entitled to indemnification and reimbursement as directors of
the Corporation pursuant to its By-Laws.

(b) The Committee is authorized to interpret this Plan and may from time to time
adopt such rules and regulations for carrying out this Plan as it may deem
necessary or advisable. Decisions of the Committee shall be final, conclusive
and binding upon all parties, including the Corporation, the shareholders of the
Corporation and the key officers who participate in the Plan. The Committee
shall be entitled to rely upon the determination of the independent auditor of
the Corporation with respect to, for any given year, the calculation of Income
from the Core Life Insurance Businesses.

4. PARTICIPATION IN THE PLAN.

(a) Participation in this Plan during any year shall be limited to those key
officers ("Participants") of the Corporation and its subsidiaries who, in the
opinion of the Committee, are in a position to have a significant impact on the
performance of the Corporation and who are selected by the Committee; provided,
that participation by a key officer of a subsidiary shall be subject to the
approval of the Plan by such subsidiary's Board of Directors, which approval
shall constitute the subsidiary's agreement to pay, at the direction of the
Committee, awards directly to its key officers or to reimburse the Corporation
for the cost of such participation in accordance with rules adopted by the
Committee.

(b) Unless otherwise determined by the Committee in its sole discretion, if a
Participant ceases to be employed by the Corporation or its subsidiaries prior
to the end of a year for any reason other than Permanent Disability, Retirement
(as defined in the Corporation's Retirement Plan), or death, his or her
participation in the Plan for such year will terminate forthwith and he or she
will not be entitled to any award for such year. If, prior to the end of a year,
a Participant's employment ceases because of Permanent Disability, Retirement or
death, or if the effective date of participation by a Participant for any year
shall be after January 1 of the Plan year, the Participant shall be entitled to
receive only that proportion of the amount, if any, that he or she otherwise
would have received under the Plan for the full calendar year which the number
of calendar days of his or her employment during such year bears to the total
number of calendar days in such year.

5. MAXIMUM AWARDS UNDER THE PLAN FOR ANY YEAR.

No Participant shall be entitled to receive an award under the Plan for any year
in an amount in excess of 75% of such Participant's base salary as in effect on
January 1 of such year; provided, however, that in no event shall "base salary"
for such purposes be deemed to exceed such Participant's actual base salary as
in effect on January 1, 1994 increased at the rate of 15% per year (25% per year
in the case of a promotion), or, if such Participant is first employed by the
Corporation or one of its subsidiaries after January 1, 1994, such Participant's
actual base salary as in effect on the date of hire increased at the rate of 15%
per year (25% per year in the case of a promotion).

6. DETERMINATION OF INCENTIVE AWARDS.

(a) The Committee may authorize awards to eligible key officers based on the
attainment by the Corporation of performance goals established by the Committee.
The performance goals shall be based on absolute levels of Income from the Core
Life Insurance Businesses. Prior to the commencement of each Plan year, or, in
the case of the 1994 Plan year, prior to April 1, 1994, the Committee shall
establish the specific performance goals to be used to calculate awards under
this Plan for such year.

(b) The Committee shall not be obligated to make awards for the maximum amount
available under Section 5 nor to make any awards at all if, in the sole
discretion of the Committee, such awards are not appropriate in a given year.
Any unawarded balance of the maximum amount available for awards in any year
shall not be carried forward or made available for awards in any future year.

<PAGE>

B-3

(c) Prior to the commencement of each Plan year, the Committee shall have
absolute discretion to determine the Participants who are to receive awards
under this Plan for such year and to determine the performance goals for such
awards.

(d) The amount determined and reported by the Corporation's independent auditor
to the Committee as Income from the Core Life Insurance Businesses for a given
year shall be final, conclusive and binding upon all parties, including the
Corporation, the shareholders of the Corporation and the Participants,
notwithstanding any subsequent special item or surplus charge or credit which
may be considered applicable in whole or in part to such year; provided,
however, that, if the maximum amount determined and reported to the Committee by
the Corporation's accountants as the Income from the Core Life Insurance
Businesses for any year shall later be held by final judgment of a court of
competent jurisdiction to have been more than the Income from the Core Life
Insurance Businesses for such year, the amounts subsequently available for
awards under this Plan shall be reduced by the amount of any excess paid under
the Plan as a result of the overstatement of Income from the Core Life Insurance
Businesses. Any such overstatement of Income from the Core Life Insurance
Businesses and resulting excess awards shall be corrected exclusively by
adjustment of the amounts subsequently available for awards and not by recourse
to any person.

7. METHOD AND TIME OF PAYMENT OF AWARDS.

(a) Following the completion of each Plan year, the Committee shall certify the
attainment of each Participant's performance goals in the manner required by
Section 162(m) of the Code. Awards for any year shall be paid in cash.

(b) Subject to Section 7(c) below, awards shall be paid in full no later than
April 30 of the year following the Plan year for which the award is made.

(c) In the event of a Change in Control, the payment of awards for the Plan year
in which such Change in Control occurs shall be accelerated and shall be made on
the date on which the Change in Control occurs. The amount of such award shall
be calculated as if all performance targets have been met to produce the maximum
award.

8. MODIFICATION, SUSPENSION OR TERMINATION.

The Board of Directors of the Corporation may at any time terminate or from time
to time modify or suspend, in whole or in part, and if suspended, may reinstate,
any or all of the provisions of this Plan.

9. MISCELLANEOUS.

(a) In the event of a change in the Corporation's fiscal year, this Plan shall
apply, with pro rata adjustment in Income from the Core Life Insurance Business
to be applied, for any intermediate period not consisting of twelve months, and
shall then apply to each fiscal year following.

(b) The Plan shall be effective as of January 1, 1994; provided, however, that
it shall be a condition to the effectiveness of the Plan, and any awards
hereunder, that the shareholders of the Corporation shall approve the adoption
of the Plan at the 1994 annual shareholders' meeting. If such shareholders fail
to approve the Plan, then the Plan and any awards hereunder shall be null and
void ab initio. Any approval by shareholders under this Plan shall require the
affirmative vote of the holders of a majority of the outstanding voting stock of
the Corporation present in person or by proxy at the meeting and voting on the
proposal.

10. NON-ASSIGNABILITY AND CONTINGENT NATURE OF RIGHTS.

No Participant, no person claiming through him or her, nor any other person
shall have any right or interest in the Plan or its continuance, or in the
payment of any award under the Plan, unless and until all other provisions of
the Plan, the rules adopted thereunder, and restrictions and limitations on the
award itself

<PAGE>

B-4

have been fully complied with. No rights under the Plan, contingent or
otherwise, shall be transferable, assignable or subject to any pledge or
encumbrance of any nature.

11. GOVERNING LAW.

This Plan shall be governed by and construed in accordance with the laws of the
State of New York.

12. NO CONTRACT OF EMPLOYMENT.

Nothing contained herein shall be construed as a contract of employment between
the Corporation and any Participant, or as giving a right to any person to
continue in the employment of the Corporation or as limiting the right of the
Corporation to discharge any Participant at any time, with or without cause.

<PAGE>

ANNEX C

USLIFE CORPORATION
RESTRICTED
STOCK PLAN

AS AMENDED

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

1. PURPOSE. The purpose of the USLIFE Corporation Restricted Stock Plan (the
"Plan") is to promote the growth and profitability of USLIFE Corporation (the
"Company") and its subsidiaries by providing the incentive of long-term equity
rewards consisting of the common stock of the Company (the "Common Stock"),
subject to certain restrictions as provided herein, to those executive officers
of the Company and its subsidiaries who have had, and who are expected to
continue to have, a significant impact on the performance of the Company, to
encourage such officers to remain with the Company and to further identify their
interests with those of the Company's shareholders.

2. DEFINITIONS. For purposes of the Plan, the following terms shall have the
meanings indicated:

(a) "Board of Directors" or "Board" shall mean the Board of Directors of
the Company.

(b) "Cause" shall mean the existence of circumstances whereby a termination
of a Participant's employment by the Company is permitted under applicable
law and without liability under the provisions of the employment agreement,
if any, between such Participant and the Company.

(c) "Change in Control" shall mean (i) a merger or consolidation to which
the Company is a party and for which the approval of any shareholders of
the Company is required; (ii) any "person" (as such term is used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended) becoming the beneficial owner, directly or indirectly, of
securities of the Company representing 25% or more of the combined voting
power of the Company's then outstanding securities; (iii) a sale or
transfer of substantially all of the assets of the Company; or (iv) a
liquidation or reorganization of the Company.

(d) "Committee" shall mean the Executive Compensation and Nominating
Committee of the Board of Directors.

(e) "Covered Employee" shall have the meaning specified in Section
162(m)(3) of the Internal Revenue Code of 1986, as amended.

(f) "Earnings Per Share from Continuing Operations" shall mean the
Company's income from operations per share, before the impact of realized
gains and losses, discontinued operations, changes in accounting principles
and extraordinary items and before material non-operational items that are
beyond the control of the Company's management, provided that the Committee
may, in its sole discretion, elect to take such material non-operational
items into account (but not for purposes of determining Threshold Earnings
Per Share from Continuing Operations) to the extent such items would result
in a reduction in the Company's income from operations.

(g) "Initial Restricted Period" shall mean the Restricted Period beginning
on January 1, 1989 and ending on January 1, 1994.

(h) "Participant" shall mean any executive officer of the Company or one of
its subsidiaries who has met the eligibility requirements set forth in
Section 5 hereof and to whom a grant has been made and is outstanding under
the Plan.

<PAGE>

C-2

(i) "Permanent Disability" shall mean a physical or mental condition of a
Participant that, in the judgment of the Committee, after consultation with
a duly licensed physician, permanently prevents such Participant from being
able to serve as an active employee of the Company and its subsidiaries.
For purposes of determining the day on which a Participant becomes
Permanently Disabled, the Committee may select the day on which such
Participant first becomes eligible for long-term disability benefits under
the Company's long-term disability plan then in effect.

(j) "Restricted Period" shall mean a period of five consecutive calendar
years, commencing with the first day of the calendar year in which the
Restricted Shares are granted, during which restrictions on such Restricted
Shares are in effect.

(k) "Restricted Shares" means shares of Common Stock granted to a
Participant subject to the restrictions specified in Section 6 of the Plan.

(l) "Retirement" shall mean a Participant's cessation of employment by
reason of retirement under the USLIFE Corporation Retirement Plan.

(m) "Threshold Earnings Per Share from Continuing Operations" shall mean,
with respect to any calendar year, the average of the Company's Earnings
Per Share from Continuing Operations for the three preceding calendar
years.

3. ADMINISTRATION. The Plan shall be administered by the Committee. Subject to
the provisions of the Plan, the Committee shall have sole and complete authority
to: (i) select Participants; (ii) determine the number of Restricted Shares
subject to each grant; (iii) determine the time or times when grants are to be
made; (iv) prescribe the form or forms of the instruments evidencing any grants
made hereunder, provided that such forms are consistent with the Plan;
(v) adopt, amend, and rescind such rules and regulations as, in its opinion, may
be advisable for the administration of the Plan; (vi) construe and interpret the
Plan and any related documents including, without limitation, any Restricted
Share Agreement (as defined in Section 6(a) hereof); and (vii) make all other
determinations deemed advisable or necessary for the administration of the Plan.
All determinations by the Committee shall be final and binding.

4. SHARES OF COMMON STOCK SUBJECT TO THE PLAN. No more than 1,050,000 shares of
Common Stock in the aggregate (as adjusted for the December 1992 3-for-2 stock
split) shall be issued as Restricted Shares under the Plan, subject to
adjustment as provided in Section 7 hereof. A Participant may be granted more
than one award of Restricted Shares under the Plan. No Participant shall be
granted more than 75,000 Restricted Shares in the aggregate under the Plan
during any one-year period, subject to adjustment as provided in Section 7
hereof. Shares of Common Stock issued as Restricted Shares under the Plan that
are later forfeited pursuant to Section 6 hereof may again be subject to grants
under the Plan. All shares of Common Stock issued as Restricted Shares hereunder
shall either be shares held by the Company in its treasury or shares previously
forfeited under the terms of the Plan.

5. ELIGIBILITY AND PARTICIPATION. Participation in the Plan shall be limited to
those executive officers of the Company and its subsidiaries at the level of
Senior Vice President and above (including Directors who are officers) and such
other key officers as shall be designated by the Committee as being in positions
in which they can make a significant impact on the profitability of the Company.
The Committee may at any time designate additional executive officers as
Participants or revoke any prior designation, but such revocation shall not
affect a Participant's rights with respect to Restricted Shares granted prior to
the revocation.

6. PROVISIONS APPLICABLE TO RESTRICTED SHARES.

(a) Grants of Restricted Shares. The Committee may grant Restricted Shares
to Participants at any time. Subject to the provisions of Sections 6(b) and
(d) hereof, a grant of Restricted Shares shall be effective for the entire
applicable Restricted Period and may not be revoked. Each grant to a

<PAGE>

C-3

Participant shall be evidenced by a written agreement, signed by the
Participant (a "Restricted Share Agreement"), which shall state the number
of Restricted Shares granted, the Restricted Period, the restrictions that
apply to such Restricted Shares, and any other terms, conditions, and
rights with respect to such grant.

(b) Restrictions. At the time Restricted Shares are granted to a
Participant, share certificates representing the appropriate number of
Restricted Shares shall be registered in the name of such Participant but
held by the Company for the account of such Participant. Such certificates
shall bear a legend restricting their transferability as provided herein.
During the Restricted Period, the Participant shall have the right to vote
such Restricted Shares. Dividends paid for any calendar year during the
Restricted Period shall be held by the Company for the account of such
Participant and shall, subject to clause (iii) of this Section 6(b), be
distributed to the Participant as soon as practicable following the January
1 following such calendar year, with the exception of dividends payable on
grants made under the Company's Long-Term Incentive Award Guidelines to
participants who are not Covered Employees, which shall be paid as set
forth in Section 6(c). The Restricted Shares shall, however, be subject to
the following restrictions during the Restricted Period:

(i) subject to Sections 6(c) and (d) hereof, none of the Restricted
Shares may be sold, exchanged, transferred, assigned, pledged, or
otherwise encumbered or disposed of by the Participant during the
applicable Restricted Period; provided, however, that as of January 1
(the "Vesting Date") of each of the second, third, fourth and fifth of
the five calendar years comprising such Restricted Period, and as of
January 1 following such fifth calendar year, (the "Vesting Schedule"),
such restrictions (including any restrictions under the applicable
Restricted Share Agreement) shall, subject to clause (iii) of this
Section 6(b), terminate with respect to 20% (the "Vesting Rate") of the
number of Restricted Shares granted to such Participant for such
Restricted Period and, as soon as practicable following the relevant
Vesting Date, certificates for the appropriate number of shares of
Common Stock shall be delivered to such Participant, free of the
restrictions of the Plan and the Restricted Share Agreement, in
accordance with Section 6(e) hereof;

(ii) subject to Section 6(d) hereof, if such Participant ceases to be an
employee of the Company or any of its subsidiaries prior to the
expiration of the applicable Restricted Period, any Restricted Shares
granted to such Participant which are still subject to restriction shall
be forfeited and all rights of the Participant to such Restricted Shares
shall terminate without further obligation on the part of the Company;
and

(iii) notwithstanding the provisions of clause (i) of this Section 6(b),
but subject to the last sentence of Section 6(c) hereof, in the event
that, for any calendar year during the Restricted Period, the Company's
Earnings Per Share from Continuing Operations do not exceed the
Company's Threshold Earnings Per Share from Continuing Operations, any
Restricted Shares for which the applicable restrictions would have
terminated as of the January 1 following such calendar year shall be
forfeited and all rights of the Participant to such Restricted Shares
(and to any dividends paid and held by the Company for such calendar
year with respect to such Restricted Shares or any other Restricted
Shares granted to the Participant) shall terminate without further
obligation on the part of the Company.

(c) Alternative Vesting Schedules and Rates. Notwithstanding the proviso to
Section 6(b)(i) hereof, with respect to Restricted Shares granted to a
Participant for any Restricted Period other than the Initial Restricted
Period, the Committee may, in its sole discretion, prescribe that all
restrictions on such Restricted Shares under the Plan and the applicable
Restricted Share Agreement shall terminate in accordance with a schedule
other than the Vesting Schedule and at a rate other than the Vesting Rate;
provided, however, that any such grant shall, subject to the following
sentence, be subject to the performance thresholds specified in Section
6(b)(iii). Grants made under the Company's Long-Term

<PAGE>

C-4

Incentive Award Guidelines, as amended from time to time, to Participants
who are not Covered Employees are not subject to the forfeiture provisions
contained in Section 6(b)(iii), and dividends payable on such shares shall
not be held by the Company for the account of such Participant in
accordance with Section 6(b) hereof but shall be paid on the regular
dividend payment date.

(d) Termination of Employment or Occurrence of a Change in Control. With
respect to any Participant, if (i) such Participant ceases to be an
employee of the Company or any of its subsidiaries prior to the expiration
of the applicable Restricted Period by reason of death, Permanent
Disability, Retirement or termination by the Company without Cause or (ii)
a Change in Control occurs, all restrictions set forth in the Plan and the
applicable Restricted Share Agreement (and the provisions of Section
6(b)(iii) hereof) shall terminate as to any Restricted Shares granted to
such Participant which are still subject to restriction, and certificates
for the appropriate number of shares of Common Stock free of the
restrictions of the Plan and such Restricted Share Agreement shall be
delivered to the Participant or his or her beneficiary or estate, as the
case may be, in accordance with Section 6(e) hereof. If a Participant
ceases to be an employee prior to the end of the applicable Restricted
Period for any other reason, such Participant shall immediately forfeit, in
accordance with the provisions of Section 6(b) hereof, all Restricted
Shares granted to such Participant which are still subject to restriction.

(e) Delivery of Restricted Shares. At the end of the applicable Restricted
Period or at such earlier time as provided for in accordance with Section
6(b), (c) or (d) hereof, subject to Section 6(b)(iii) hereof, where
applicable, all restrictions contained in the Plan and the applicable
Restricted Share Agreement shall terminate as to the Restricted Shares
granted to a Participant with respect to such Restricted Period, and
certificates for the appropriate number of shares of Common Stock free of
the restrictions of the Plan and the Restricted Share Agreement, registered
in the name of the Participant, shall be delivered to the Participant or
his or her beneficiary or estate, as the case may be.

7. CHANGES IN CAPITALIZATION. If any change shall occur in or affect the Common
Stock on account of a merger, consolidation, reorganization, stock dividend,
stock split or combination, reclassification, recapitalization, or distribution
to holders of the Common Stock (other than regular dividends), the Committee
shall make such adjustments, if any, that it may deem, in its sole discretion,
necessary or equitable in (a) the maximum number of shares of Common Stock
available for issuance under the Plan and (b) the number of shares of Common
Stock subject to or reserved for issuance under outstanding Restricted Share
grants. In the case of any stock split or stock dividend, such adjustments shall
be self-operative and shall not require any specific action by the Company's
Board of Directors to effectuate the same.

8. DESIGNATION OF BENEFICIARY. A Participant may designate a person or persons
to receive, in the event of his or her death, any rights to which he or she
would be entitled under the Plan. Such a designation shall be made in writing
and filed with the Secretary of the Company. A beneficiary designation may be
changed or revoked by a Participant at any time by filing a written statement of
such change or revocation with the Secretary of the Company. If a Participant
fails to designate a beneficiary, then his or her estate shall be deemed to be
his or her beneficiary.

9. RIGHTS AS AN EMPLOYEE. Neither the Plan nor any action taken hereunder shall
be construed as giving any officer or employee of the Company or any of its
subsidiaries the right to become a Participant, and a grant under the Plan shall
not be construed as giving any Participant any right to be retained in the
employ or service of the Company or any of its subsidiaries.

10. NONTRANSFERABILITY. A Participant's rights under the Plan, including the
right to any amounts or Common Stock payable, may not be assigned, pledged, or
otherwise transferred except, in the event of a Participant's death, to his or
her designated beneficiary or, in the absence of such a designation, by will or
the laws of descent and distribution.

<PAGE>

C-5

11. WITHHOLDING. The Company and its subsidiaries shall have the right, before
any payment is made or a certificate for any Common Stock is delivered, to
deduct or withhold from any payment to a Participant under the Plan to satisfy
any Federal, state, or local taxes, including transfer taxes, required by law to
be withheld or to require the Participant or his or her beneficiary or estate,
as the case may be, to pay any amount, or the balance of any amount, required to
be withheld. The Committee may, in its discretion and subject to such rules and
procedures as it may adopt, permit a Participant to satisfy in whole or in part
his or her withholding tax obligations for Federal, state and local income
taxes, including without limitation FICA, arising in connection with the vesting
of Restricted Shares under the Plan by withholding shares of Common Stock with a
fair market value equal to such withholding obligations from the shares that
would otherwise vest and be delivered to the Participant.

12. NO TRUST OR FUND CREATED. Neither the Plan nor any grant made hereunder
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any of its subsidiaries and a
Participant or any other person. To the extent that any person acquires a right
to receive payments from the Company pursuant to a grant under the Plan, such
right shall be no greater than the right of any unsecured general creditor of
the Company.

13. EXPENSES. The expenses of administering the Plan shall be borne by the
Company.

14. AMENDMENT AND TERMINATION. The Committee may modify, amend, or terminate the
Plan at any time; provided, however, that no modification, amendment, or
termination of the Plan shall adversely affect the rights of a Participant under
a grant previously made to him or her without the consent of such Participant.

15. GOVERNMENTAL AND OTHER REGULATIONS. The Plan and any grant hereunder shall
be subject to all applicable Federal and state laws, rules, and regulations and
to such approvals by any regulatory or governmental agency as may be required.

16. GOVERNING LAW. The Plan shall be construed and its provisions enforced and
administered in accordance with the laws of the State of New York.

17. EFFECTIVE DATE. The Plan shall be effective as of January 1, 1989; provided,
however, that it shall be a condition to the effectiveness of the Plan, and any
grants hereunder, that the shareholders of the Company shall approve the
adoption of the Plan at the 1989 annual shareholders' meeting. If such
shareholders fail to approve the Plan, then the Plan and any grants hereunder
shall be null and void ab initio. It shall be a condition to the effectiveness
of any grants hereunder made on or after January 1, 1994 that the shareholders
of the Company shall approve at the 1994 annual shareholders' meeting the
amendments to the Plan submitted to the shareholders for their approval.

<PAGE>

ANNEX D

USLIFE CORPORATION
1991 STOCK OPTION PLAN

AS AMENDED

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

The purpose of the 1991 Stock Option Plan of USLIFE Corporation (the "Plan") is
to encourage and enable selected employees who are key officers of USLIFE
Corporation (the "Corporation") and its subsidiary corporations upon whose
judgment, initiative and efforts the Corporation is largely dependent for its
business success to acquire a proprietary interest in the Corporation through
the ownership of its common stock. In this Plan, the terms "employees of the
Corporation", "employment by the Corporation", and "in the employ of the
Corporation", shall be deemed to include employees of, employment by, and in the
employ of, a "subsidiary corporation" or "parent corporation" of the
Corporation, as those terms are defined in section 424 of the Internal Revenue
Code of 1986, as amended (the "Code").

1. THE STOCK. Options granted under the Plan shall be for the purchase of shares
of common stock, par value $1.00 per share, of USLIFE Corporation together with
any Common Stock Purchase Rights appertaining thereto ("Common Stock"). Subject
to adjustment in the number and kind of shares as hereinafter provided, not more
than 1,050,000 shares of such stock shall be sold on exercise of options under
the Plan (as adjusted for the December 1992 3-for-2 stock split, pursuant to
paragraph 12 below). Such shares may be authorized but unissued shares or shares
acquired by the Corporation and held in its treasury, as the Board of Directors
may determine. Any shares in respect of which an option granted under the Plan
shall have expired or terminated may again be allotted under the Plan. Each
option granted under the Plan shall be subject to the requirement that, if at
any time the Board of Directors shall determine that the listing, registration
or qualification of the shares subject thereto upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable in connection with the granting of
such option or the issue or purchase of shares subject thereto, no such option
may be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors.

2. TYPES OF OPTIONS. The types of Original Options (as defined in paragraph 10)
that may be granted under the Plan are incentive stock options (hereinafter
"ISOs"), as defined under section 422 of the Code, and non-qualified stock
options. Any such option, or part thereof, granted under the Plan may be
designated as an ISO or a non-qualified stock option by the Committee and with
the approval of the Board of Directors of the Corporation.

3. ELIGIBILITY. Options shall be granted only to employees who are key officers
of the Corporation (including key officers who are directors); provided that no
options may be granted to directors who are not employees or to persons who are
then serving on the Executive Compensation and Nominating Committee (the
"Committee").

Under the Plan, the aggregate fair market value of the shares of Common Stock
with respect to which all ISOs, including any ISOs granted after December 31,
1986 under the 1981 USLIFE Corporation Stock Option Plan (hereinafter "1981
Plan") are first exercisable by the optionee during any calendar year shall not
exceed $100,000. Notwithstanding any contrary provision of either the 1981 Plan
or the Plan, no ISO shall be granted to any employee who, at the time the option
is granted, owns directly or indirectly within the meaning of section 424(d) of
the Code more than ten percent of the total combined voting power of all classes
of stock of the Corporation, unless (a) the purchase price of shares under such
option is at least 110% of the fair market value of a share of the Common Stock
on the date the option is granted, and

<PAGE>

D-2

(b) the expiration date of such option is a date not later than the day
preceding the fifth anniversary of the date on which the option is granted.

4. NUMBER OF OPTIONS. No individual shall be granted more than 75,000 options in
the aggregate under the Plan during any one-year period.

5. PRICE. The purchase price of shares under each option shall not be less than
100% of the fair market value of such shares at the time of grant of the option.

6. OPTION PERIOD. The period during which each option may be exercised shall be
set forth in the option, but in no event shall an option be exercisable in whole
or in part (a) before the end of six (6) months following the date of the grant,
or (b) after the expiration of ten (10) years from such date; provided, however,
that a Reload Option, as such term is defined in paragraph 10, may not be
exercised for a period of three (3) years from the date of the exercise of an
Original Option. Each option may be exercisable in one or more installments as
provided therein.

7. EXERCISE OF OPTION. Except as provided in paragraphs 9 and 11 below, no
option may be exercised unless the optionee is at the time of such exercise in
the employ of the Corporation and shall have been continuously so employed since
the granting of the option. Payment for shares purchased must be made in full at
the time of exercise. The purchase price may be paid in cash; and unless the
Committee adopts a contrary resolution, the purchase price may also be paid
through the delivery of shares of Common Stock owned by the employee or through
a combination of cash and such shares equal to the total option price. Any
shares so delivered will be valued at their fair market value on the day
preceding the day of exercise and the value thereof shall not exceed the total
option price. No fractional shares will be issued. The Corporation may require
as a condition of the exercise of the option that the optionee will pay to the
Corporation, in cash, an amount sufficient to satisfy the Corporation's
obligation to withhold federal, state and local taxes with respect to the
exercise of the option.

8. NON-TRANSFERABILITY OF OPTION. No option granted under the Plan to an
employee shall be transferable by the employee otherwise than by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code or Title 1 of the Employee Retirement Income
Security Act, or the rules thereunder, and such option shall be exercisable,
during his or her lifetime, only by the employee.

9. DEATH OF OPTIONEE. In the event of the death of an optionee while entitled to
exercise any option granted to him or her, such option shall be exercisable up
to the date of expiration of the option period or within twelve months next
succeeding the date of death, whichever is earlier, and then only (a) by the
optionee's legal representatives or the person or persons to whom the optionee's
rights under the option pass by the optionee's will or the laws of descent and
distribution, and (b) to the extent that he or she was entitled to exercise the
option at the date of his or her death.

10. RELOAD FEATURES. Whenever the holder of any option (the "Original Option")
outstanding under the Plan (including any Reload Option granted under the
provisions of this paragraph 10) exercises the Original Option and makes payment
of the option purchase price in whole or in part by delivering shares of Common
Stock previously held by him or her, then the holder of that Option shall,
subject to paragraph 4 above, receive a new option (the "Reload Option") for
that number of additional shares of Common Stock delivered by the optionee in
payment of the purchase price for the Original Option being exercised. All such
Reload Options granted hereunder shall be non-qualified stock options and shall
be subject to all of the following terms and conditions:

(a) the option price per share shall be the then current fair market value
per share of the Common Stock as of the date of exercise of the
Original Option;

(b) the Reload Option shall be exercisable for three (3) years from the
date it vests;

<PAGE>

D-3

(d) except as set forth in subparagraph (e) below, all other terms and
conditions of Reload Options shall be identical to the terms and
conditions of the Original Option; and

(e) any and all Reload Options granted pursuant to this paragraph 10 shall
be subject to the following additional conditions and restrictions:

(i) no Reload Option shall be granted unless the shares tendered upon
exercise of the Original Option in payment therefor have been held
by the optionee for a period of more than six (6) months prior to
the exercise of the Original Option; and

(ii) if any of the shares of Common Stock which are issued upon exercise
of the Original Option are sold within three (3) years following
the exercise of the Original Option, then the Reload Option shall
immediately terminate and the optionee shall have no further rights
with respect to that Reload Option.

11. CONTINUATION OF EMPLOYMENT. Each option, to the extent it shall not have
been exercised, shall terminate when the employment of the optionee terminates
for any reason other than death, disability or retirement either after age 65,
or prior thereto with the consent of the Board of Directors under a pension,
profit sharing, long-term disability or similar plan of his or her employer. In
the event of termination of employment because of such retirement or disability,
the employee's options shall terminate on the date of expiration of the option
period and may be exercised as though the optionee had remained in the employ of
the Corporation until the termination of the option except as the Committee may
provide. Nothing contained in the Plan or in any option granted pursuant to the
Plan shall confer on any optionee any right to be continued in the employ of the
Corporation.

12. DILUTION OR OTHER ADJUSTMENTS. In the event that the outstanding shares of
Common Stock shall be increased or decreased or changed into or exchanged for a
different number or kind of shares of stock or other securities of the
Corporation or of another corporation, whether through reorganization, merger,
consolidation, recapitalization, stock split, combination of shares, stock
dividend or otherwise, the Board of Directors shall make appropriate adjustment
in the number or kind of shares or securities available for option pursuant to
the Plan and subject to any option, and the purchase price therefor. The
determination of the Board of Directors as to such adjustments shall be
conclusive. In the case of any stock split or stock dividend, such adjustments
shall be self-operative and shall not require any specific action by the
Corporation's Board of Directors to effectuate the same.

13. EFFECTIVE DATE AND TERMINATION OF THE PLAN. The Plan was authorized by the
Board of Directors effective as of May 21, 1991, subject to and conditioned upon
approval of the holders of a majority of the Corporation's then outstanding
shares of Common Stock, Series A Convertible Preferred Stock, Series B
Convertible Preferred Stock, Series C Cumulative Preferred Stock and any other
class or series of stock which is entitled to vote with the holders of the
Common Stock, all voting as a single class. The Board of Directors may in its
discretion terminate the Plan with respect to any shares for which options have
not theretofore been granted. No option may be granted hereunder after May 20,
2001.

14. EFFECT OF A CHANGE IN CONTROL ON OPTIONS. "Change in Control" shall mean (i)
a merger or consolidation to which the Corporation is a party and for which the
approval of any shareholders of the Corporation is required; (ii) any "person"
(as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934, as amended) becoming the beneficial owner, directly or indirectly,
of securities of the Corporation representing 25% or more of the combined voting
power of the Corporation's then outstanding securities; (iii) a sale or transfer
of substantially all of the assets of the Corporation; or (iv) a liquidation or
reorganization of the Corporation. In the event of a Change in Control then all
outstanding options, including Original Options and Reload Options, which have
been held by the optionee

<PAGE>

D-4

for at least six (6) months from the date of their grant shall vest and become
immediately exercisable and the restrictions contained in paragraph 10(c) and
paragraph 10(e)(ii) shall no longer apply.

15. ADMINISTRATION AND AMENDMENT TO THE PLAN. The Plan shall be administered by
the Committee as appointed from time to time by the Board of Directors from
among its members, none of whom shall be eligible to be granted stock options
under the Plan and each of whom shall be (a) a "disinterested person" within the
meaning of Rule 16b-3(c)(2)(i) under the Securities Exchange Act of 1934, as
amended (the "'34 Act") and (b) an "outside director" within the meaning of
Section 162(m)(4) of the Code. Subject to and within the limitations provided in
the Plan, the Committee shall grant options under the Plan on such terms and
conditions as the Committee shall deem appropriate. The Committee from time to
time may adopt rules and regulations for carrying out the Plan. The
interpretation and decision with regard to any question arising under the Plan
made by the Committee shall be final and conclusive on the Corporation and on
all participants, and other persons eligible to participate, in the Plan. The
Committee may at any time, or from time to time, suspend or terminate the Plan
in whole or in part or amend the Plan in such respect as the Committee may deem
appropriate; provided, however, that no such amendment shall be made, which
would, without approval of the holders of a majority of the Corporation's
outstanding shares of Common Stock, Series A Convertible Preferred Stock, Series
B Convertible Preferred Stock and any other class or series of stock which is
entitled to vote with the holders of the Common Stock, all voting as a single
class:

(a) materially modify the eligibility requirements for receiving options or
change the class of employees to whom options may be granted;

(b) materially increase the number of shares of Common Stock which may be
issued pursuant to options;

(d) extend the period of granting options; or

(e) materially increase in any other way the benefits accruing to
optionees.

No amendment, suspension or termination of the Plan may, without the optionee's
consent, alter or impair any of the rights or obligations under any option
theretofore granted to an optionee under the Plan. The Committee may amend the
Plan, subject to the limitations cited above, in such manner as it deems
necessary to (a) permit the granting of options meeting the requirements of
future amendments, if any, to the Code or future regulations issued thereafter
and (b) ensure that options granted or to be granted hereunder meet the
requirements of Rule 16b-3 of the '34 Act for exemption from the provisions of
Rule 16b-3 thereunder, as such rule may hereinafter be amended.

<PAGE>

ANNEX E

USLIFE CORPORATION
BOOK UNIT PLAN

AS AMENDED

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

SECTION 1.

PURPOSE

1.1. This Plan shall be known as the USLIFE Corporation Book Unit Plan. The
purpose of the Plan is to provide additional compensation which is directly
related to the performance of USLIFE Corporation and its subsidiaries for
selected key officers.

SECTION 2.

DEFINITIONS

2.1. "Award Date" shall mean the January 1 set by the Committee for the date as
of which Units are awarded to Participants.

2.2. "Beneficiary" shall include only persons who are living on the date of
Payment under the Plan, or such living person or persons as a deceased
Participant shall have designated as his or her beneficiaries by a written
instrument executed by him or her and filed with the Secretary of the Company.

2.3. "Board of Directors" means the board of directors of USLIFE Corporation.

2.4. "Book Value Per Share" means the book value per share of common stock of
the Company, determined on the basis of the certified financial reports of the
Company as published in the Company's annual reports to shareholders.

2.5. "Change in Control" shall mean (i) a merger or consolidation to which the
Company is a party and for which the approval of any shareholders of the Company
is required; (ii) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended) becoming the
beneficial owner, directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities; (iii) a sale or transfer of substantially all of the
assets of the Company; or (iv) a liquidation or reorganization of the Company.

2.6. "Committee" means the Executive Compensation and Nominating Committee of
the Company, or such other Committee composed of members of the Board of
Directors who are not eligible to participate in this Plan as may be designated
by the Board of Directors and who meet the definition of "outside director"
under Section 162(m)(4) of the Internal Revenue Code of 1986, as hereinafter
amended from time to time.

2.7. "Company" means USLIFE Corporation.

2.8. "Participant" means any key officer of the Company or its subsidiaries
selected by the Committee to participate in the Plan.

2.9. "Payment" of Units means the actual payment in cash of the then value of
Units.

<PAGE>

E-2

2.10. "Plan" means USLIFE Corporation Book Unit Plan.

2.11. "Unit" means any Unit which has been awarded to a Participant, but for
which no Payment has been made.

2.12. "Valuation Date" means the December 31 set by the Committee or by Section
6.5 as the date as of which the value of a Unit shall be established for
subsequent Payment.

2.13. "Year" means the calendar year 1976 and each successive calendar year.

SECTION 3.

EFFECTIVE DATE OF PLAN

3.1. This Plan shall be effective as of January 1, 1976.

SECTION 4.

ADMINISTRATION

4.1. All matters of administration of this Plan shall be vested in the
Committee.

SECTION 5.

UNITS AND VALUATION

5.1. No more than 600,000 Units (as adjusted for the December 1992 3-for-2 stock
split in accordance with Section 8.4) shall be outstanding under the Plan at any
time. No Participant shall receive more than 75,000 Units in the aggregate under
the Plan during any one-year period.

5.2. The Committee may award, in its sole discretion, one or more Units to key
officers it has selected to become Participants in the Plan. A Participant may
be awarded additional Units subsequently. Units shall be awarded as of an Award
Date.

5.3. The value of a Unit shall be the amount by which the Book Value Per Share
as of its Award Date has been increased or decreased by the increases (or
decreases) in the Book Value Per Share for subsequent Years up to and including
its Valuation Date set pursuant to Section 6.1.

SECTION 6.

VALUATION DATE AND PAYMENT

6.1. The Committee shall set (by specifying at the time a Unit is awarded to a
Participant a fixed date or dates or by formula referring to the occurrence of
one or more events) the Valuation Date or Dates as of which the value of the
Units shall be determined for the purpose of Payment, except as otherwise
provided in Section 6.5.

6.2. Except as otherwise provided in Section 6.4, Payment of a Unit will be made
as soon as practicable after the Valuation Date for such Unit. If as of the
Valuation Date the Unit has no value, or a negative value, no Payment shall be
made with respect thereto.

<PAGE>

E-3

6.3. Except as provided in Section 6.4, any Units awarded to a Participant
during his or her employment shall be forfeited upon the date such employment
terminates, and he or she shall not be entitled to any Payment in respect
thereof.

6.4. If a Participant ceases to be an employee of the Company or any of its
subsidiaries due to retirement under the USLIFE Corporation Retirement Plan on
his or her early, normal or deferred retirement date, disability or death, or a
Change in Control occurs, the value of all his or her Units shall be paid to the
Participant or his or her Beneficiary, as the case may be, as soon as
practicable after retirement, disability or death, or the occurrence of the
Change in Control, as the case may be. In the event the person or persons
designated by a Participant as his Beneficiary shall not be living upon the date
of Payment of Units, or if no designation has been made, then the Payment of
Units shall be made to the estate of the Participant.

6.5. The Valuation Date for Units paid pursuant to Section 6.4 shall be the
December 31 of the Year prior to the Year in which the Participant's retirement
or death occurred.

6.6. A Unit which has been forfeited or whose Valuation Date has passed shall
not be deemed an outstanding Unit for purposes of the first sentence of Section
5.1.

SECTION 7.

NO ASSIGNMENT OF UNITS

7.1. Any and all Units which a Participant or any Beneficiary claiming under or
through him or her shall have or might thereafter acquire under the Plan shall
forthwith be forfeited in the event of any sale, assignment, transfer,
hypothecation, pledge or other alienation, made or attempted, whether voluntary
or involuntary, and if involuntary whether by process of law in any civil or
criminal suit, action or proceeding, whether in the nature of an insolvency or
bankruptcy proceeding or otherwise.

SECTION 8.

MISCELLANEOUS

8.1. Nothing in the Plan shall give any Participant any right to continued
employment by the Company or any subsidiary of the Company.

8.2. The Committee shall be entitled to rely on the advice of counsel,
certificates of the independent auditor of the Company, and any other
representations believed by the Committee to be genuine; and no member of the
Committee shall be liable for any action taken in reliance on any such advice,
certificates or representations.

8.3. The Plan may be terminated at any time by the Board of Directors in which
event no further Units will be awarded under the Plan, but the provisions of the
Plan with respect to Units theretofore awarded shall, subject to the provisions
of Section 6.3, continue to apply until the value of all Units has been
determined and Payment made.

8.4. In the event that the number of outstanding shares of common stock of the
Company shall be changed by reason of split-ups, combinations, recapitalizations
or stock dividends, the Committee shall make such adjustments as it deems
appropriate in the number of Units which may be outstanding at any one time
under this Plan, in the number of Units credited to the account of Participants
and in Book Value Per Share.

<PAGE>

["USLIFE CORPORATION" LOGO]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Gordon E. Crosby, Jr., Greer F. Henderson and
Richard G. Hohn as Proxies, each with the power to act alone and to appoint his
substitute, and hereby authorizes them to represent and vote, as designated
below, all the shares of preferred stock in USLIFE Corporation which the
undersigned is entitled to vote as of March 31, 1994, the record date, at the
Annual Meeting of Shareholders to be held on May 17, 1994 or any adjournment
thereof.

- ---------------------------------------------------
THIS SPACE IS PROVIDED FOR COMMENTS/ADDRESS CHANGE:
PLEASE MARK /X/ COMMENT/ADDRESS BOX ON REVERSE THIS PROXY IS CONTINUED
ON THE REVERSE.

PLEASE SIGN ON THE
REVERSE AND RETURN
PROMPTLY.

<PAGE>

Please mark
["USLIFE CORPORATION" LOGO] /X/ your votes
as this
2

- -------- -------- This Proxy when properly executed will be voted in the
PFD. A PFD. B manner directed herein by the undersigned shareholder.
If no direction is made, the shares represented by
this Proxy will be voted FOR the Nominees named in
Item 1 and FOR the Proposals referred to in Items 2
through 7.

The Board of Directors unanimously recommends a vote FOR Items 1 through 7.

Item 1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS:
John W. Riehm, Christopher S. Ruisi, William G.
Sharwell, Beryl W. Sprinkel

FOR ALL WITHHOLD FOR ALL WITHHOLD FOR THE FOLLOWING ONLY
NOMINEES NOMINEES (WRITE THE NAME OF THE NOMINEE(S) IN THE
/ / / / SPACE BELOW)

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

Item 2. Proposal to approve a Stock Option Plan for non-employee directors of
the Corporation.

FOR AGAINST ABSTAIN
/ / / / / /

Item 3. Proposal to approve an Annual Incentive Plan FOR AGAINST ABSTAIN
for selected key officers of the Corporation. / / / / / /

Item 4. Proposal to approve the Corporation's FOR AGAINST ABSTAIN
Restricted Stock Plan, as amended. / / / / / /

Item 5. Proposal to approve the Corporation's 1991 FOR AGAINST ABSTAIN
Stock Option Plan, as amended. / / / / / /

Item 6. Proposal to approve the Corporation's Book FOR AGAINST ABSTAIN
Unit Plan, as amended. / / / / / /

Item 7. Proposal to ratify the appointment of KPMG FOR AGAINST ABSTAIN
Peat Marwick as independent auditor of the / / / / / /
Corporation.

Item 8. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

Will Comments/
attend Address
Annual / / Change - See / /
Meeting Reverse Side

PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD PROMPTLY!

Signature(s) Date
----------------------------------------- ------------------
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.

<PAGE>

["USLIFE CORPORATION" LOGO]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Gordon E. Crosby, Jr., Greer F. Henderson and
Richard G. Hohn as Proxies, each with the power to act alone and to appoint his
substitute, and hereby authorizes them to represent and vote, as designated
below, all the shares of common stock in USLIFE Corporation which the
undersigned is entitled to vote as of March 31, 1994, the record date, at the
Annual Meeting of Shareholders to be held on May 17, 1994 or any adjournment
thereof.

- ---------------------------------------------------
THIS SPACE IS PROVIDED FOR COMMENTS/ADDRESS CHANGE:
PLEASE MARK /X/ COMMENT/ADDRESS BOX ON REVERSE THIS PROXY IS CONTINUED
ON THE REVERSE.

PLEASE SIGN ON THE
REVERSE AND RETURN
PROMPTLY.

<PAGE>

Please mark
["USLIFE CORPORATION" LOGO] /X/ your votes
as this
1

- -------- ---------------------- This Proxy when properly executed will be
COMMON DIVIDEND REINV. SHS. voted in the manner directed herein by
the undersigned shareholder. If no
direction is made, the shares represented
by this Proxy will be voted FOR the
Nominees named in Item 1 and FOR the
Proposals referred to in Items 2 through
7.

The Board of Directors unanimously recommends a vote FOR Items 1 through 7.

Item 1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS:
John W. Riehm, Christopher S. Ruisi, William G.
Sharwell, Beryl W. Sprinkel

FOR ALL WITHHOLD FOR ALL WITHHOLD FOR THE FOLLOWING ONLY
NOMINEES NOMINEES (WRITE THE NAME OF THE NOMINEE(S) IN THE
/ / / / SPACE BELOW)

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

Item 2. Proposal to approve a Stock Option Plan for non-employee directors of
the Corporation.

FOR AGAINST ABSTAIN
/ / / / / /

Item 3. Proposal to approve an Annual Incentive Plan FOR AGAINST ABSTAIN
for selected key officers of the Corporation. / / / / / /

Item 4. Proposal to approve the Corporation's FOR AGAINST ABSTAIN
Restricted Stock Plan, as amended. / / / / / /

Item 5. Proposal to approve the Corporation's 1991 FOR AGAINST ABSTAIN
Stock Option Plan, as amended. / / / / / /

Item 6. Proposal to approve the Corporation's Book FOR AGAINST ABSTAIN
Unit Plan, as amended. / / / / / /

Item 7. Proposal to ratify the appointment of KPMG FOR AGAINST ABSTAIN
Peat Marwick as independent auditor of the / / / / / /
Corporation.

Item 8. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

Will Comments/
attend Address
Annual / / Change - See / /
Meeting Reverse Side

PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD PROMPTLY!

<PAGE>

["USLIFE CORPORATION" LOGO]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Gordon E. Crosby, Jr., Greer F. Henderson and
Richard G. Hohn as Proxies, each with the power to act alone and to appoint his
substitute, and hereby authorizes them to represent and vote, as designated
below, all the shares of common and preferred stock in USLIFE Corporation which
the undersigned is entitled to vote as of March 31, 1994, the record date, at
the Annual Meeting of Shareholders to be held on May 17, 1994 or any adjournment
thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 THROUGH 7.

1. ELECTION OF DIRECTORS.
FOR all Nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all Nominees listed
below) / / below / /

John W. Riehm, Christopher S. Ruisi,
William G. Sharwell, Beryl W. Sprinkel

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.

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

2. PROPOSAL TO APPROVE A STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS OF THE
CORPORATION.