USLIFE CORP, DEF 14A, 1996-04-09

USLIFE CORP
DEF 14A, 1996-04-09
LIFE INSURANCE

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)

USLIFE Corporation
.................................................................
(Name of Registrant as Specified In Its Charter)

USLIFE Corporation
.................................................................
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), 14a-6(j)(2);
or Item 22(a)(2) of Schedule 14A.
[ ] $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:*

.............................................................
* Set forth the amount on which the filing fee is calculated and state how it
was determined.

4) Proposed maximum aggregate value of transaction:

.............................................................

5) Total fee paid:

.............................................................

[X] Fee paid previously with preliminary materials.

[ ] 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:

..............................................................

<PAGE>

Gordon E. Crosby, Jr.
USLIFE CORPORATION Chairman of the Board
- --------------------------------------------------------------------------------
125 Maiden Lane * New York NY 10038 4992
212 709 6010/FAX 212 425 8006

April 9, 1996

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
USLIFE Corporation, to be held on Tuesday, May 21, 1996 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 five directors, to amend
the Certificate of Incorporation to increase the authorized common stock
and to ratify the appointment of the Corporation's independent auditor,
KPMG Peat Marwick LLP.

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,

Gordon E. Crosby, Jr.

<PAGE>
USLIFE CORPORATION 125 Maiden Lane, New York, New York 10038
- -------------------------------------------------------------------------------

NOTICE OF ANNUAL
MEETING OF
SHAREHOLDERS
MAY 21, 1996

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

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 21, 1996 at 10:30
A.M., local time, for the following purposes:

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

Item 2. To act upon a proposal to amend the Certificate of Incorporation to
increase the number of authorized shares of common stock from 60,000,000 to
120,000,000;

Item 3. To act upon a proposal to ratify the appointment of KPMG Peat Marwick
LLP as independent auditor of the Corporation for the year 1996; and

Item 4. 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 29, 1996 will be
entitled to notice of, and to vote at, the meeting. The stock transfer books
will not be closed.

It is important for your shares to be 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 avoid 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,

Richard G. Hohn
Senior Vice President --
Investor Relations, Secretary & Counsel

New York, New York
April 9, 1996

<PAGE>
USLIFE CORPORATION 125 Maiden Lane, New York, New York 10038
- -------------------------------------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING
OF SHAREHOLDERS
MAY 21, 1996

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

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 21, 1996, 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 entitled to vote may attend the meeting, revoke their proxies and
vote in person 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, New York 10038. The proxy statement and form of
proxy were first sent to shareholders on or about April 9, 1996.

At the close of business on March 29, 1996, 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 34,384,880 shares of
Common Stock, par value $1 per share ("common stock"), as adjusted to reflect
the 3-for-2 common stock split approved by the Corporation's Board of Directors
on July 25, 1995 for shareholders of record on September 1, 1995 ("stock
split"), 4,427 shares of $4.50 Series A Convertible Preferred Stock, par value
$1 per share ("A Preferred Stock") and 1,788 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
ratification of the amendment to the Certificate of Incorporation to increase
the authorized common stock as recommended in Proposal 2 and FOR the
ratification of the appointment of KPMG Peat Marwick LLP as independent auditor
as recommended in Proposal 3.

<PAGE>
2
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If a shareholder participates in the Corporation's Dividend Reinvestment Plan
("Dividend Plan") and holds shares in the shareholder's own name in addition to
the shares held in custody pursuant to the Dividend Plan, the shareholder's
proxy to vote shares registered in the shareholder's 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.

SECURITY OWNERSHIP OF MANAGEMENT

Directors and officers, as a group, beneficially owned 2,276,434 shares or 6.70%
of USLIFE common stock and USLIFE preferred stock on March 29, 1996. This number
includes options to purchase 745,615 shares currently exercisable or exercisable
within 60 days. This number also includes 295,022 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 29, 1996. No director, officer or
nominee has the right to acquire beneficial ownership of USLIFE stock except as
described in the Summary Compensation 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 29, 1996.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
AMOUNT
AND
NATURE
OF
TITLE OF NAME OF BENEFICIAL PERCENT
CLASS BENEFICIAL OWNER OWNERSHIP* OF CLASS**
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>

Common Stock Gordon E. Crosby, Jr. 764,266 (1) 2.22%
Chairman of the Board and Chairman of
the Executive Committee
Greer F. Henderson 346,705 (2) 1.01%
Vice Chairman and Chief Executive
Officer and Director
Christopher S. Ruisi 123,910 (3)
President and Chief Operating Officer
and Director
William A. Simpson 170,640 (4)
President -- Life Insurance Division
and Director
<FN>
(footnotes on following page)
</TABLE>

<PAGE>
3
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<TABLE>
<CAPTION>
AMOUNT
AND
NATURE
OF
TITLE OF NAME OF BENEFICIAL PERCENT
CLASS BENEFICIAL OWNER OWNERSHIP* OF CLASS**
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Richard J. Chouinard 214,222 (5)
Chief Investment Officer
Kenneth Black, Jr. 10,191 (6)
Director
William J. Catacosinos 6,712 (7)
Director
Austin L. D'Alton 11,876 (8)
Director
Charles A. Davis 7,902 (9)
Director
William C. Freund --
Director
John R. Galvin 3,186 (10)
Director
Robert E. Grant 5,185 (11)
Director
Thomas H. Lenagh 8,961 (12)
Director
Robert H. Osborne 3,186 (13)
Director
John W. Riehm 14,316 (14)
Director
Franklin R. Saul 9,828 (15)
Director
Robert L. Shafer 8,915 (16)
Director
William G. Sharwell 13,388 (17)
Director
Beryl W. Sprinkel 9,980 (18)
Director

<FN>
- ---------------

* 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 Messrs. Crosby and Henderson, 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.

(footnotes continued on following page)

<PAGE>
4
- --------------------------------------------------------------------------------

(1) Mr. Crosby's share holdings include options currently exercisable or
exercisable within 60 days under the Corporation's Stock Option Plans to
purchase 234,017 shares. Also included are 70,241 shares awarded pursuant
to the USLIFE Restricted Stock Plan which have not yet vested pursuant to
the terms of the Plan, 23,102 shares held pursuant to the Corporation's
Employee Savings and Investment Plan as of March 14, 1996, 425,955 shares
held by the Gordon E. Crosby, Jr. Trust of which Mr. Crosby is a trustee
and 5,049 shares held by Mr. Crosby's wife, as to which shares he disclaims
beneficial ownership.

(2) Mr. Henderson's share holdings include options currently exercisable or
exercisable within 60 days under the Corporation's Stock Option Plans to
purchase 180,750 shares. Also included are 43,125 shares awarded pursuant
to the USLIFE Restricted Stock Plan which have not yet vested pursuant to
the terms of the Plan and 25,153 shares held pursuant to the Corporation's
Employee Savings and Investment Plan as of March 14, 1996.

(3) Mr. Ruisi's share holdings include options currently exercisable or
exercisable within 60 days under the Corporation's Stock Option Plans to
purchase 38,905 shares. Also included are 31,626 shares awarded pursuant to
the USLIFE Restricted Stock Plan which have not yet vested pursuant to the
terms of the Plan, 4,937 shares held pursuant to the Corporation's Employee
Savings and Investment Plan as of March 14, 1996, and 1,982 shares held by
Mr. Ruisi as custodian for his minor children, as to which shares he
disclaims beneficial ownership.

(4) Mr. Simpson's share holdings include options currently exercisable or
exercisable within 60 days under the Corporation's Stock Option Plans to
purchase 19,729 shares. Also included are 66,789 shares awarded pursuant to
the USLIFE Restricted Stock Plan which have not yet vested pursuant to the
terms of the Plan, 2,506 shares held pursuant to the Corporation's Employee
Savings and Investment Plan as of March 14, 1996, and 78,650 shares held by
the Simpson Family Trust of which Mr. Simpson is a trustee.

(5) Mr. Chouinard's share holdings include options currently exercisable or
exercisable within 60 days under the Corporation's Stock Option Plans to
purchase 48,601 shares. Also included are 36,300 shares awarded pursuant to
the USLIFE Restricted Stock Plan which have not yet vested pursuant to the
terms of the Plan, and 5,390 shares held pursuant to the Corporation's
Employee Savings and Investment Plan as of March 14, 1996.

(6) Dr. Black's share holdings include 2,391 stock units which were credited
pursuant to the Non-Employee Directors' Deferred Compensation Plan and
which do not confer any voting rights. Also included are options
exercisable within 60 days under the Corporation's Non-Employee Directors'
Stock Option Plan to purchase 6,000 shares and 1,801 shares held by the
Kenneth & Mabel Black Revocable Trust of which Dr. Black is a trustee.

(7) Dr. Catacosinos' share holdings include 712 stock units which were credited
pursuant to the Directors' Deferred Compensation Plan and which do not
confer any voting rights. Also
(footnotes continued on following page)

<PAGE>
5
- --------------------------------------------------------------------------------
included are options exercisable within 60 days under the Corporation's
Non-Employee Directors' Stock Option Plan to purchase 6,000 shares.

(8) Mr. D'Alton's share holdings include 392 shares held by his wife, as to
which shares he disclaims beneficial ownership, and 2,693 stock units which
were credited pursuant to the Non-Employee Directors' Deferred Compensation
Plan and which do not confer any voting rights. Also included are options
exercisable within 60 days under the Corporation's Non-Employee Directors'
Stock Option Plan to purchase 6,000 shares.

(9) Mr. Davis' share holdings include 1,902 stock units which were credited
pursuant to the Non-Employee Directors' Deferred Compensation Plan and
which do not confer any voting rights. Also included are options
exercisable within 60 days under the Corporation's Non-Employee Directors'
Stock Option Plan to purchase 6,000 shares.

(10) General Galvin's share holdings include 186 stock units which were credited
pursuant to the Non-Employee Directors' Deferred Compensation Plan and
which do not confer any voting rights. Also included are options
exercisable within 60 days under the Corporation's Non-Employee Directors'
Stock Option Plan to purchase 3,000 shares.

(11) Mr. Grant's share holdings include 500 shares held by his wife, as to which
shares he disclaims beneficial ownership and 186 stock units which were
credited pursuant to the Non-Employee Directors' Deferred Compensation Plan
and which do not confer any voting rights. Also included are options
exercisable within 60 days under the Corporation's Non-Employee Directors'
Stock Option Plan to purchase 3,000 shares.

(12) Mr. Lenagh's share holdings include 565 stock units which were credited
pursuant to the Non-Employee Directors' Deferred Compensation Plan and
which do not confer any voting rights. Also included are options
exercisable within 60 days under the Corporation's Non-Employee Directors'
Stock Option Plan to purchase 6,000 shares.

(13) Mr. Osborne's share holdings include 186 stock units which were credited
pursuant to the Non-Employee Directors' Deferred Compensation Plan and
which do not confer any voting rights. Also included are options
exercisable within 60 days under the Corporation's Non-Employee Directors'
Stock Option Plan to purchase 3,000 shares.

(14) Mr. Riehm's share holdings include options exercisable within 60 days under
the Corporation's Non-Employee Directors' Stock Option Plan to purchase
6,000 shares.

(15) Mr. Saul's share holdings include 2,437 shares held by his wife, as to
which shares he disclaims beneficial ownership. Also included are options
exercisable within 60 days under the Corporation's Non-Employee Directors'
Stock Option Plan to purchase 6,000 shares.

(16) Mr. Shafer's share holdings include 565 stock units which were credited
pursuant to the Non-Employee Directors' Deferred Compensation Plan and
which do not confer any voting rights. Also included are options
exercisable within 60 days under the Corporation's Non-Employee Directors'
Stock Option Plan to purchase 6,000 shares.

(footnotes continued on following page)

<PAGE>
6
- --------------------------------------------------------------------------------

(17) Dr. Sharwell's share holdings include 5,313 stock units which were credited
pursuant to the Non-Employee Directors' Deferred Compensation Plan and
which do not confer any voting rights. Also included are options
exercisable within 60 days under the Corporation's Non-Employee Directors'
Stock Option Plan to purchase 6,000 shares.

(18) Dr. Sprinkel's share holdings include 2,834 stock units which were credited
pursuant to the Non-Employee Directors' Deferred Compensation Plan and
which do not confer any voting rights. Also included are options
exercisable within 60 days under the Corporation's Non-Employee Directors'
Stock Option Plan to purchase 6,000 shares and 955 shares held by the Beryl
W. Sprinkel Trust of which Dr. Sprinkel is a trustee.
</TABLE>

Compliance with Section 16: The Corporation notes that George W. McQueen,
formerly Senior Vice President--Financial Operations of the Corporation,
acquired shares of common stock in one transaction in 1995 but inadvertently
failed to timely file a report on Form 5 for the transaction as required by
Section 16(a) of the Securities Exchange Act of 1934. James B. Lynch, Jr.,
formerly Senior Vice President--Controller of the Corporation, acquired shares
of common stock in two separate transactions in 1995 but inadvertently failed to
timely file a report on Form 5 for the transactions as required by Section
16(a).

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 29, 1996, except that the
securities holdings for J.P. Morgan & Co. Incorporated are as of February 2,
1996 and those for FMR Corp. are as of March 12, 1996.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
AMOUNT AND
NATURE OF
TITLE OF NAME AND ADDRESS BENEFICIAL PERCENT
CLASS OF BENEFICIAL OWNER OWNERSHIP* OF CLASS
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>

Common Stock J.P. Morgan & Co. Incorporated 4,763,664 shares(1) 13.85%
60 Wall Street
New York, NY 10260
Common Stock FMR Corp. 2,956,901 shares(2) 8.60%
82 Devonshire Street
Boston, MA 02109-3614
Series A Convertible Lorelle Shumway Parsons 518 shares 11.70%
Preferred Stock 80 Saxton Avenue
Sayville, NY 11782-2603

<FN>
- ---------------
* 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
2,830,647 of these shares and shared voting power with respect to 5,175
shares. It exercises sole investment
(footnotes continued on following page)

<PAGE>
7
- --------------------------------------------------------------------------------
power with respect to 4,723,239 of these shares and shared investment power
over 5,175 shares.

(2) FMR Corp. has sole voting power with respect to 9,829 of these shares.
</TABLE>

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's Board of Directors is divided into three classes. At each
Annual Meeting, one class is elected for a three-year term. Directors elected by
the Board of Directors to fill vacancies between Annual Meetings serve on an
unclassified basis until elected into a class by shareholders at a subsequent
Annual Meeting. The Corporation's Board of Directors currently has eighteen
members.

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.

Four of the five current Class III directors, three of whom were elected by the
shareholders at the 1993 Annual Meeting and Robert H. Osborne who was elected by
the shareholders at the 1995 Annual Meeting, have been nominated for re-election
to the Board of Directors of the Corporation at the 1996 Annual Meeting of
Shareholders to hold office for three years or until their successors are
elected and qualified. They are: Greer F. Henderson, Robert H. Osborne, Franklin
R. Saul and Robert L. Shafer. In addition, William C. Freund who was elected a
director on March 26, 1996 by the Board of Directors, to hold office until the
1996 Annual Meeting of Shareholders, has been nominated for election by the
shareholders for the first time to be a Class III director to hold office for
three years or until his successor is elected and qualified. The remaining
incumbent Class III director, Thomas H. Lenagh, is ineligible to stand for
re-election due to having reached age 75. At its March 26, 1996 meeting, the
Board of Directors amended the Corporation's By-Laws to increase the size of the
Board of Directors from seventeen to eighteen members, effective March 26, 1996,
and to reduce the size of the Board of Directors from eighteen to seventeen
members effective at the 1996 Annual Meeting when the term of Mr. Lenagh
expires.

Following election of the five nominees, the Board will consist of two classes
of six members each and one class of five members in accordance with the By-Law
requirement that the classes of the Board of Directors be as nearly equal in
number as the then total number of directors constituting the entire Board
permits. 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 nominee.

<PAGE>
8
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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
NOMINEES FOR DIRECTOR -- CLASS III -- TERM EXPIRING IN 1999
NAME, PRINCIPAL OCCUPATION(S)
DURING THE PAST FIVE YEARS DIRECTOR
AND OTHER INFORMATION, AGE SINCE
- --------------------------------------------------------------------------------------
<S> <C>

DR. WILLIAM C. FREUND 3/26/96
New York Stock Exchange Professor of Economics and Director of the
Center for the Study of Equity Markets, Lubin Graduate School of
Business, Pace University, NY, NY; Chief Economist Emeritus, New York
Stock Exchange, Inc., NY, NY. Formerly: Chief Economist and Director of
Investment Research, The Prudential Insurance Company of America,
Newark, NJ, insurance; Director, Ecogen, Inc., Langhorne, PA,
agricultural biotechnology research and development; Economic Adviser
(pro bono) to four Governors of the State of New Jersey. Age 69. (1)

GREER F. HENDERSON 2/22/83
Vice Chairman and Chief Executive Officer, USLIFE Corporation;
Director: The United States Life Insurance Company In the City of New
York, NY, NY, insurance; other USLIFE Corporation subsidiaries; USLIFE
Income Fund, Inc., NY, NY, diversified, closed-end management
investment company. Formerly, Vice Chairman and Chief Financial
Officer, USLIFE Corporation. Age 64. (3)

ROBERT H. OSBORNE 2/28/95
Retired President and Chief Executive Officer, Osborne, Post & Kurtz,
Inc., a division of Minet International Professional Indemnity Group,
NY, NY, professional liability insurance. Formerly: Member of Minet
London -- International Management Committee; Senior Vice President,
Minet Professional Indemnity Corporation, London, England, professional
liability insurance. Age 64. (1)

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. Treasurer and
Chairman of the Investment Committee, The Children's Aid Society. Age
66. (2)
</TABLE>

<PAGE>
9
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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
NOMINEES FOR DIRECTOR -- CLASS III -- TERM EXPIRING IN 1999 (CONTINUED)
<CAPTION>
NAME, PRINCIPAL OCCUPATION(S)
DURING THE PAST FIVE YEARS DIRECTOR
AND OTHER INFORMATION, AGE SINCE
- --------------------------------------------------------------------------------------
<S> <C>
ROBERT L. SHAFER 3/24/87
Former 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. Member, Nomination Committee and Executive Committee,
The Seligman Funds. Age 63. (2)(5)(3)
</TABLE>

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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
DIRECTORS WITH TWO YEAR TERM REMAINING -- CLASS II -- TERM EXPIRING IN 1998
- --------------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION(S)
DURING THE PAST FIVE YEARS DIRECTOR
AND OTHER INFORMATION, AGE SINCE
- --------------------------------------------------------------------------------------
<S> <C>
DR. 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; Emeritus Director, Alexander and Alexander Services, Inc.,
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 71. (1)
</TABLE>

<PAGE>
10
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<TABLE>
<CAPTION>
DIRECTORS WITH TWO YEAR TERM REMAINING -- CLASS II -- TERM EXPIRING IN 1998
(CONTINUED)
- --------------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION(S)
DURING THE PAST FIVE YEARS DIRECTOR
AND OTHER INFORMATION, AGE SINCE
- --------------------------------------------------------------------------------------
<S> <C>
AUSTIN L. D'ALTON 2/26/91
Retired Executive Vice President, Leland Distributing Co., St. Louis,
MO, Seiko watches. Formerly: Executive Vice President, Renfield
Corporation, NY, NY, liquor importer; Vice President, Sheaffer Pen Co.,
Ft. Madison, IA, writing instruments; Executive Vice President, the
Marschalk Company, advertising agency, part of the Interpublic Group,
NY, NY; Director, The United States Life Insurance Company In the City
of New York, NY, NY, insurance. Age 69. (2)

CHARLES A. DAVIS 5/17/94
Senior Director and Limited Partner, Goldman, Sachs & Co., NY, NY,
investment banking; Director and Member of the Executive Committee,
Lechters, Inc., Harrison, NJ, retailer of kitchenware; Director and
Chairman of the Audit Committee, Media General, Inc., Richmond, VA,
diversified communications company; Director, Merchants Bancshares,
Inc., Burlington, VT, retail bank; Trustee: Charles and Marna Davis
Foundation, NY, NY, private charitable foundation; Boys and Girls Club
of Greenwich, CT. Former General Partner, Goldman, Sachs & Co. Age 47.
(1)(4)

JOHN R. GALVIN 2/28/95
Dean, Fletcher School of Law & Diplomacy, Tufts University, Medford,
MA; Director: Raytheon Company, Lexington, MA, high technology; J & W
Seligman & Co., NY, NY, investment banking; Chairman of the American
Council on Germany; Member of the Board: the Atlantic Council; the
Center for Creative Leadership and the National Committee on United
States-China Relations. Member, Board of Trustees, Institute for
Defense Analyses. Formerly: Distinguished Policy Analyst, The Mershon
Center, The Ohio State University, Columbus, OH; Four-Star General,
U.S. Army and Supreme Allied Commander, Europe, NATO: Brussels, Belgium
and Commander-in-Chief, United States European Command, Stuttgart,
Germany; U.S. Ambassador and Envoy to assist with peace negotiations in
Bosnia; Olin Distinguished Professor of National Security, United
States Military Academy, West Point, NY; Former Consultant to several
corporations, including Grumman Aerospace and Thomson CSF. Age 66. (1)

</TABLE>

<PAGE>
11
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIRECTORS WITH TWO YEAR TERM REMAINING -- CLASS II -- TERM EXPIRING IN 1998
(CONTINUED)
- --------------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION(S)
DURING THE PAST FIVE YEARS DIRECTOR
AND OTHER INFORMATION, AGE SINCE
- --------------------------------------------------------------------------------------
<S> <C>
ROBERT E. GRANT 2/28/95
Retired Chairman of the Executive Committee and Former Director,
American Bakeries Company, Chicago, IL, wholesale baking company;
Director, The Northland Company, St. Paul, MN, casualty insurance.
Formerly: President, Grant Capital Management Corporation, Providence,
RI, venture capital; Group Vice President, Textron, Inc., Providence,
RI, diversified manufacturer; Financial Vice President, Plough, Inc.
(now Schering-Plough, Inc.), Memphis, TN, pharmaceuticals manufacturer.
Former Director: The Outlet Company, Providence, RI, retailer with
broadcast properties; Pyle-National, Chicago, IL, electronic parts
company; Interstate United, Chicago, IL, food service company.
Consultant to various companies, Lake Placid, NY. Age 71. (2)

WILLIAM A. SIMPSON 3/28/90
President -- Life Insurance Division, USLIFE Corporation; Director: The
United States Life Insurance Company In the City of New York, NY, NY,
insurance; Life Insurance Marketing and Research Association, Hartford,
CT. Formerly: President and Chief Executive Officer, USLIFE
Corporation; Vice Chairman and Chief Executive Officer, All American
Life Insurance Company, Chicago, IL, insurance; President and Chief
Operating Officer -- Life Insurance Division, USLIFE Corporation;
President, Chief Executive Officer and Director, All American Life
Insurance Company; Director, USLIFE Income Fund, Inc., NY, NY,
diversified, closed-end management investment company. Age 57.

</TABLE>

<PAGE>
12
- --------------------------------------------------------------------------------

[CAPTION]
<TABLE>
- --------------------------------------------------------------------------------------
DIRECTORS WITH ONE YEAR TERM REMAINING -- CLASS I -- TERM EXPIRING IN 1997
- --------------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION(S)
DURING THE PAST FIVE YEARS DIRECTOR
AND OTHER INFORMATION, AGE SINCE
- --------------------------------------------------------------------------------------
<S> <C>
DR. WILLIAM J. CATACOSINOS 5/17/94
Chairman of the Board, Chief Executive Officer and President, Long
Island Lighting Company, Hicksville, NY, public utility. Director:
First National Bank of Long Island, Glen Head, NY, commercial bank;
Edison Electric Institute, Washington, DC, electric utility company
trade association; Long Island Association, Commack, NY, regional
chamber of commerce; Business Alliance for a New, New York Inc., NY,
NY. Member: Advisory Committee, Leadership Huntington, Huntington, NY,
non-profit civic program for existing and emerging leaders; Engineering
2000 Industrial Advisory Board, Stony Brook, NY, advancement of SUNY
College of Engineering. Former Director: Ketema, Inc., Denver, CO,
diversified manufacturer of multi-industrial and commercial products;
Utilities Mutual Insurance Co., NY, NY, workers compensation insurance
for utility companies; Austin International Communications Corporation,
Morganville, NJ, public relations and crises management; German
American Chamber of Commerce, NY, NY. Age 65. (2)

GORDON E. CROSBY, JR. 11/15/66
Chairman of the Board and Chairman of the Executive Committee, 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, merged Chemical Banking Corporation/Chase Manhattan Bank, NY,
NY, commercial bank; Tax Data Base Subcommittee of the Steering
Committee on Federal Taxation, American Council of Life Insurance,
Washington, DC. Formerly, Chairman of the Board, President and Chief
Executive Officer, USLIFE Corporation. 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; Health Insurance Association of America,
Washington, DC; American Council of Life Insurance, Washington, DC;
Life Insurance Council of New York, Inc., NY, NY. Former Trustee, Pace
University, NY, NY. Age 75. (3)(4)

</TABLE>

<PAGE>
13
- --------------------------------------------------------------------------------

CHRISTOPHER S. RUISI 11/17/92
President and Chief Operating Officer, USLIFE Corporation; Executive
Vice President-Administration and Director, The United States Life
Insurance Company In the City of New York, NY, NY, insurance. Formerly:
Vice Chairman and Chief Administrative Officer, USLIFE Corporation;
Senior Executive Vice President-Administration, USLIFE Corporation;
Senior Vice President-Administration, The United States Life Insurance
Company In the City of New York. Age 46.

DR. 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; TII
Industries, Inc., Copiague, NY, manufacturer of telecommunications
equipment and specialized electronic devices. Formerly: President,
Chief Executive Officer and Trustee, Pace University, NY, NY; Senior
Vice President, American Telephone & Telegraph Co., NY, NY, electronic
communications. Age 75. (2)(5)(3)
</TABLE>

<PAGE>
14
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
DIRECTORS WITH ONE YEAR TERM REMAINING -- CLASS I -- TERM EXPIRING IN 1997
(CONTINUED)
- --------------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION(S)
DURING THE PAST FIVE YEARS DIRECTOR
AND OTHER INFORMATION, AGE SINCE
- --------------------------------------------------------------------------------------
<S> <C>
DR. BERYL W. SPRINKEL 1/24/89
Consulting economist, B.W. Sprinkel Economics; Former Chairman, Council
of Economic Advisers and Cabinet Member under President Ronald W.
Reagan; Currently: Board of Senior Advisors, Novecon Corp., Washington,
DC, business development and investments for Eastern and Central
European countries; Consultant, Financial Investors, Inc., NY, NY,
registered investment adviser; Board of Directors, Duff & Phelps
Utilities Income Inc., Chicago, IL, closed-end diversified management
investment company. 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 to various government agencies and
congressional committees. Age 72. (2)
<FN>
- ---------------

(1) Member of the Audit Committee.

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

(3) Member of the Executive Committee.

(4) Committee Chairman.

(5) Committee Co-Chairman.
</TABLE>

BOARD OF DIRECTORS AND ITS COMMITTEES

During 1995, the Board of Directors met eight times at regularly scheduled
meetings and once at a special meeting. The committees of the Board of Directors
do not have regularly scheduled meetings but meet as required. During 1995, the
Executive Compensation and Nominating Committee met five times and the Audit
Committee met three times. The Executive Committee did not convene. 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

<PAGE>
15
- --------------------------------------------------------------------------------
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 $100,000. 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 the Chairman
of the Executive Committee, the Vice Chairman and Chief Executive 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 paid 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.
Pursuant to the Non-Employee Directors' Stock Option Plan, which was approved by
the shareholders at the 1994 Annual Meeting, each year non-employee directors
are automatically granted options to purchase 3,000 shares of the Corporation's
common stock (as adjusted for the Corporation's 3-for-2 stock split effective
September 1, 1995) at a purchase price equal to 100% of the stock's fair market
value on the grant date. Only non-statutory options not entitled to special tax
treatment under

<PAGE>
16
- --------------------------------------------------------------------------------
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. All options
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. 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, and 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 the Corporation's Non-Employee Directors' Deferred Compensation Plan,
adopted in 1979 and as amended thereafter, 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 directors. Deferred amounts
currently accrue an interest equivalent calculated at the rate of 1.4375%
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 February 28, 1995 to provide
that payment of such distribution (either the first installment or the single
payment, and/or share distribution if so elected) is to be made on or about the
first business day of the month following the month in which a director ceases
to be a director of the Corporation with any subsequent installments to be paid
on or about the first business day of each succeeding calendar year. In
addition, the plan was 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. On January 23, 1996, the Plan was further amended to
provide that the term Change in Control shall mean (i) a merger or consolidation
to

<PAGE>
17
- --------------------------------------------------------------------------------
which USLIFE is a party and for which the approval of any shareholders of USLIFE
is required; (ii) certain parties becoming the beneficial owner of securities of
USLIFE representing 25% or more of the combined voting power of USLIFE's
outstanding securities; (iii) a sale or transfer of substantially all of the
assets of USLIFE; (iv) a liquidation or reorganization of USLIFE; or (v) the
occurrence of any Flip Over Transaction or Event, as defined in the Amended and
Restated Rights Agreement (hereinafter, "Change in Control"). The Corporation,
to meet its obligations under the Non-Employee Directors' Deferred Compensation
Plan, including any payments thereunder resulting from a Change in Control,
entered into a trust agreement with Chemical Bank on March 1, 1994. Upon a
Change in Control this trust, commonly known as a "rabbi trust", may be funded
with Corporation funds or a standby letter of credit with a bank, currently in
the amount of $400,000. On January 23, 1996 the trust agreement was amended to
provide that the term Change in Control appearing therein shall have the meaning
set forth hereinabove. Notwithstanding the establishment of the trust, the
Corporation continues to be primarily liable for the benefits payable under the
Non-Employee Directors' Deferred Compensation Plan to the extent the trust does
not.

On February 28, 1989, the Board of Directors unanimously approved (with two
directors absent) a Retirement Plan for Outside Directors ("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 in this
Retirement Plan. 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 Chemical Bank on March 1, 1994. Upon a Change in Control
this trust, commonly known as a "rabbi trust", may be funded with Corporation
funds or a standby letter of credit with a bank, currently in the amount of
$600,000. On January 23, 1996 the Directors' Retirement Plan and the trust
agreement were amended, among other things, to provide that the term Change in
Control appearing therein shall have the meaning set forth in the preceding
paragraph. 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 that 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.

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

<PAGE>
18
- --------------------------------------------------------------------------------
the 1993, 1994 and 1995 fiscal years for services rendered in all capacities to
the Corporation and its subsidiaries. All stock and stock-based figures in the
following tables have been adjusted for the Corporation's 3-for-2 split on its
common stock effective September 1, 1995.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------------------
Annual Compensation Awards Payouts
--------------------------------- ------------------------- ---------
Restricted Securities
Stock Underlying LTIP All Other
Award(s) Options/ Payouts Compensation
Name and Principal Position Year Salary ($) Bonus ($) ($)(1) SARs (#) ($) ($)(2)
- ------------------------------- --- ------ ------ ------ ------- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Gordon E. Crosby, Jr........... 1995 1,070,000 802,500 -- -- 1,166,994 251,733
Chairman of the Board and 1994 1,014,615 1,429,000(6) -- -- -- 222,148
Chairman of the Executive 1993 868,846 580,000 90,995 30,000 16,125 199,923
Committee
Greer F. Henderson............. 1995 580,577 244,000 -- -- 643,596 28,146
Vice Chairman-- 1994 502,500 172,000 -- -- -- 22,126
Chief Financial Officer (3) 1993 442,692 25,000 -- 12,000 7,740 13,199
Christopher S. Ruisi........... 1995 411,923 180,000 -- -- 367,497 16,585
Vice Chairman--Chief 1994 336,538 125,200 -- -- -- 12,013
Administrative Officer (4) 1993 308,846 -- 40,300 10,000 2,258 7,311
William A. Simpson............. 1995 700,000 280,000 -- -- 433,515 28,746
President and Chief Executive 1994 440,000 168,200 -- -- -- 18,398
Officer (5) 1993 424,615 -- 98,741 8,500 -- 9,479
Richard J. Chouinard........... 1995 420,769 178,000 -- -- 404,747 21,959
Chief Investment Officer 1994 375,000 145,000 -- -- -- 18,348
1993 348,077 -- 243,750 10,000 4,193 12,934
<FN>
- ---------------

(1) The number and market value of the aggregate restricted stock holdings of
the named executive officers at December 31, 1995 were: Mr. Crosby -- 88,241
shares ($2,652,745); Mr. Henderson -- 55,125 shares ($1,657,195); Mr.
Ruisi -- 40,626 shares ($1,221,319); Mr. Simpson -- 81,855 shares
($2,460,766); and Mr. Chouinard -- 46,800 shares ($1,406,925).

(2) 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") and Supplemental
Employee Savings and Investment Plan ("SSIP"), as follows:
</TABLE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Mr. Crosby............... 1995: Retirement Plan, $ 177,399;
life insurance, $ 19,764; SIP, $ 4,500; SSIP, $ 50,070.
1994: Retirement Plan, $ 151,291;
life insurance, $ 20,019, SIP; $ 4,500; SSIP, $ 46,338.
1993: Retirement Plan, $ 172,544;
life insurance, $ 20,304; SIP, $ 7,075.
<FN>
(footnote continued on following page)
</TABLE>

<PAGE>
19
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Mr. Henderson................. 1995: life insurance, $ 6,318; SIP, $ 4,500; SSIP, $ 17,327.
1994: life insurance, $ 6,301; SIP, $ 4,500; SSIP, $ 11,325.
1993: life insurance, $ 6,124; SIP, $ 7,075.
Mr. Ruisi..................... 1995: life insurance, $ 1,371; SIP, $ 4,500; SSIP, $ 10,714.
1994: life insurance, $ 1,017; SIP, $ 4,500; SSIP, $ 6,496.
1993: life insurance, $ 235; SIP, $ 7,075.
Mr. Simpson................... 1995: life insurance, $ 4,050; SIP, $ 4,500; SSIP, $ 20,196.
1994: life insurance, $ 3,848; SIP, $ 4,500; SSIP, $ 10,050.
1993: life insurance, $ 2,403; SIP, $ 7,075.
Mr. Chouinard................. 1995: life insurance, $ 6,186; SIP, $ 4,500; SSIP, $ 11,273.
1994: life insurance, $ 5,898; SIP, $ 4,500; SSIP, $ 7,950.
1993: life insurance, $ 5,859; SIP, $ 7,075.
<FN>
(3) Effective February 28, 1996, Mr. Henderson serves as Vice Chairman and Chief
Executive Officer.

(4) Effective February 28, 1996, Mr. Ruisi serves as President and Chief
Operating Officer.

(5) Effective February 28, 1996, Mr. Simpson serves as President -- Life
Insurance Division.

(6) $680,000 of Mr. Crosby's bonus was paid to him in 1994 pursuant to his
employment contact with the Corporation in respect of his performance in
1993 and the remaining $749,000 was paid to him in 1995 under the
Corporation's Annual Incentive Plan based on the profitability of the
Corporation's core individual lines of business in 1994. For 1995 and all
subsequent years, Mr. Crosby is only eligible to receive a bonus under the
Annual Incentive Plan.
</TABLE>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
-------------- --------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- ----- -------------- ---------- -------------- --------------
<S> <C> <C> <C> <C>
Gordon E. Crosby, Jr................. 27,815 220,507 214,330 2,485,168
30,937 200,025
Greer F. Henderson................... 14,625 88,553 172,875 2,111,514
12,375 80,012
Christopher S. Ruisi................. 11,534 85,168 38,503 397,919
9,469 57,832
William A. Simpson................... 14,973 144,953 13,730 114,305
9,187 61,094
Richard J. Chouinard................. 5,400 54,049 42,742 439,448
38,503 59,300
</TABLE>

<PAGE>
20
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LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
Estimated Future
Payouts under
Non-Stock
Price-Based
Performance or Plans (3)
Number of Other Period Until ---------------
Shares, Units or Maturation or
Name Other Rights (#)(1) Payout (2) Target (#)
- ----- ---------------- --------------- -----------
<S> <C> <C> <C>
Gordon E. Crosby, Jr.................... 7,551 3 years 7,551
1,718 3 years 1,718
Greer F. Henderson...................... 4,875 3 years 4,875
Christopher S. Ruisi.................... 2,050 3 years 2,050
656 3 years 656
William A. Simpson...................... 75,000 62 months 75,000
199 3 years 199
2,628 3 years 2,628
2,360 3 years 2,360
Richard J. Chouinard.................... 1,800 3 years 1,800
<FN>
- ---------------

(1) The number of shares represents shares of stock awarded under the USLIFE
Restricted Stock Plan. Shares awarded under the Plan are subject to
forfeiture 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 as of the vesting date of
the awards. Threshold earnings per share is defined as the average of the
Company's earnings per share from continuing operations for the three
preceding calendar years. Dividends for each calendar year paid on the
Restricted Shares listed in the table above are held by the Company on
account for the Plan participant until (a) the Executive Compensation and
Nominating Committee certifies the attainment of the performance goal and
(b) the shares begin to vest, and are subject to forfeiture in the event the
performance goal is not met.

(2) The performance periods listed in the table above reflect the aggregate
vesting period for each grant. Individual vesting periods, and the number of
shares vesting at the end of each period, are as follows:

Mr. Crosby -- 7,551 shares awarded April 1, 1995 vest, 5,034 shares on April
1, 1997 and 2,517 shares on April 1, 1998; 1,718 shares awarded October 1,
1995 vest, 1,145 shares on October 1, 1997 and 573 shares on October 1,
1998.

Mr. Henderson -- 4,875 shares awarded April 1, 1995 vest, 3,249 shares on
April 1, 1997 and 1,626 shares on April 1, 1998.

<PAGE>
21
- --------------------------------------------------------------------------------

Mr. Ruisi -- 2,050 shares awarded April 1, 1995 vest, 1,366 shares on April
1, 1997 and 684 shares on April 1, 1998; 656 shares awarded October 1, 1995
vest, 437 shares on October 1, 1997 and 219 shares on October 1, 1998.

Mr. Simpson -- 75,000 shares awarded January 1, 1995 vest in 15,000 share
increments on March 1, 1996, 1997, 1998, 1999 and 2000; 199 shares awarded
January 1, 1995 vest, 66 shares on January 1, 1996 and 1997 and 67 shares on
January 1, 1998; 2,628 shares awarded July 1, 1995 vest, 1,752 shares on
July 1, 1997 and 876 shares on July 1, 1998; 2,360 shares awarded October 1,
1995 vest, 1,573 shares on October 1, 1997 and 787 shares on October 1,
1998.

Mr. Chouinard -- 1,800 shares awarded October 1, 1995 vest, 1,200 shares on
October 1, 1997 and 600 shares on October 1, 1998.

(3) The Plan does not include thresholds or maximum payouts.
</TABLE>

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 (subject to the
limitations described below) for the three highest complete consecutive calendar
years prior to termination of employment. Participants in the Retirement Plan,
including the Chief Executive Officer and each of the four most highly
compensated executive officers, will have a fully vested and nonforfeitable
interest in their accrued retirement benefits in the event of certain
circumstances involving a change in control of the Corporation notwithstanding
any other provision of the Retirement Plan. On January 23, 1996, the Retirement
Plan was amended, among other things, to provide that such circumstances shall
mean and include a Change in Control as defined under the section entitled
"Directors' Compensation". The Corporation, to meet its obligations under the
Retirement Plan with respect to 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 December 6, 1990. Upon a
Change in Control this trust, commonly known as a "rabbi-trust", may be funded
with Corporation funds or a standby letter of credit with a bank, currently in
the amount of $22,000,000. Notwithstanding the establishment of the trust, the
Corporation continues to be liable for the benefits payable under the Retirement
Plan and will be obligated to make such payments to the extent the trust does
not. On January 23, 1996 the trust agreement was amended to conform the
definition of the term Change in Control therein to that set forth under the
section entitled "Directors' Compensation".

<PAGE>
22
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Years of Service
-----------------------------------------------------------------------------------
Remuneration 15 20 25 30 35 40
- ------------ -------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 300,000 82,811 114,165 145,519 176,873 208,226 229,830
500,000 139,811 192,665 245,519 298,373 351,226 387,830
700,000 196,811 271,165 345,519 419,873 494,226 545,830
900,000 253,811 349,665 445,519 541,373 637,226 703,830
1,100,000 310,811 428,165 545,519 662,873 780,226 861,830
1,300,000 367,811 506,665 645,519 784,373 923,226 1,019,830
1,500,000 424,811 585,165 745,519 905,873 1,066,226 1,177,830
1,700,000 481,811 663,665 845,519 1,027,373 1,209,226 1,335,830
1,900,000 538,811 742,165 945,519 1,148,873 1,352,226 1,493,830
2,100,000 595,811 820,665 1,045,519 1,270,373 1,495,226 1,651,830
2,300,000 652,811 899,165 1,145,519 1,391,873 1,638,226 1,809,830
2,500,000 709,811 977,665 1,245,519 1,513,373 1,781,226 1,967,830
2,700,000 766,811 1,056,165 1,345,519 1,634,873 1,924,226 2,125,830
2,900,000 823,811 1,134,665 1,445,519 1,756,373 2,067,226 2,283,830
</TABLE>

The credited years of service for each of the named executive officers are: G.E.
Crosby, Jr., 36; G.F. Henderson, 20; C.S. Ruisi, 20; W.A. Simpson, 5; and R.J.
Chouinard, 21.

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 $120,000 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 Supplemental
Retirement Plan is limited to certain highly compensated individuals, including
the named executive officers. The Supplemental Retirement Plan provides that
benefits shall fully vest in the event of the occurrence of a Change in Control.
On January 23, 1996 the Supplemental Retirement Plan was amended among other
things, to change the definition of the term Change in Control appearing therein
to that set forth under the section entitled "Directors' Compensation". The
Corporation, to meet its obligations under the Supplemental Retirement Plan,
including any increases in accrued benefits resulting from a Change in Control,
entered into a trust agreement with Chemical Bank on March 1, 1994. Upon a
Change in Control this trust, commonly known as a "rabbi trust", may be funded
with Corporation funds or a standby letter of credit with a bank, currently in
the amount of $53,650,000. Notwithstanding the establishment of the trust, the
Corporation continues to be liable for the benefits payable under the
Supplemental Retirement Plan and will be obligated to make such payments to the
extent the trust does not. On January 23,

<PAGE>
23
- --------------------------------------------------------------------------------
1996 the trust agreement was amended to change the definition of the term Change
in Control therein to that set forth in the section entitled "Directors'
Compensation".

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

On April 1, 1989, Messrs. Crosby, Henderson and Ruisi 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 May 1,
1995, the minimum annual compensation as set forth in these employment contracts
was as follows: Mr. Crosby, $1,070,000; Mr. Henderson, $610,000; Mr. Ruisi,
$450,000; and Mr. Simpson, $700,000. In addition, these contracts provide for
the payment of a bonus under the Annual Incentive Plan for Selected Key Officers
of the Corporation ("Annual Incentive Plan") if certain performance goals based
on levels of income attributable to the Corporation's core life insurance
businesses are satisfied, such bonus not to exceed 75% of base salary in the
case of Mr. Crosby nor 40% of such salary in the case of Messrs. Henderson,
Ruisi and Simpson. The term "base salary" is defined in these contracts as the
officer's actual base salary in effect on January 1, 1995. On March 1, 1994, the
Corporation established a trust with Chemical Bank to make payments under these
employment 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, currently in the amount of $15,400,000. 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. On January 23, 1996, the trust was
amended to include the provisions with respect to a Change in Control as defined
in the section entitled "Directors' Compensation."

On November 14, 1995 the Board of Directors approved and the Corporation entered
into Key Executive Employment Protection Agreements with Messrs. Crosby,
Henderson, Ruisi, and Simpson which are in addition to the employment contracts
described above and which become effective in the event of a Change of Control
defined as (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 or (iii) a sale or transfer of substantially all of the assets of the
Corporation. These Key Executive Employment Protection Agreements provide
protection for three years following a Change of Control and a lump sum
severance benefit equal to three times the sum of (i) the executive's then
current annual base salary, and (ii) the greater of (x) the highest annual bonus
payable to the executive with respect to either of the last two fiscal years of
the

<PAGE>
24
- --------------------------------------------------------------------------------
Corporation ended immediately prior to a Change of Control or (y) the
executive's target bonus for the year in which the Change of Control occurs, if
the executive is terminated without Cause, or terminates his employment for Good
Reason, as set forth in the Agreement. In addition, these executive officers may
voluntarily terminate their employment, within six months of the Change of
Control and receive this severance benefit. On November 14, 1995, the Board of
Directors also approved and the Corporation entered into a Key Executive
Employment Protection Agreement with Mr. Chouinard which provides for a lump sum
severance benefit equal to twice the sum of this executive's (i) then current
base salary and (ii) highest annual bonus actually paid in respect of either of
the prior two fiscal years of the Corporation ended immediately prior to a
Change of Control, if he is terminated without Cause or terminates his
employment for Good Reason, as set forth in the Agreement, within one year after
the occurrence of a Change of Control. This Key Executive Employment Protection
Agreement with Mr. Chouinard as well as the other Key Executive Employment
Protection Agreements with Messrs. Crosby, Henderson, Ruisi and Simpson also
provide such additional payments as are necessary to compensate the executive
officer for the effects of any Federal excise tax resulting from the severance
payments.

Under the Deferred Compensation Plan for selected officers of the Corporation
and its subsidiaries adopted on May 1, 1993 the Chief Executive Officer and the
four most highly compensated executive officers may elect to defer up to a
maximum of 25% of such officers' annual base salary and all or a portion of any
bonus awarded under the Annual Incentive Plan or book unit award under the
Corporation's Book Unit Plan until the date of their retirement or such earlier
date as they may elect. Deferred amounts currently accrue an interest equivalent
calculated at the rate of 1.4375% quarterly. Such rate is reviewed annually by
the Executive Compensation and Nominating Committee and is subject to change by
a vote thereof. Participating officers may elect to receive distribution of
amounts deferred under the Deferred Compensation Plan plus accumulated interest
in a single lump sum payment or in a number of approximately equal annual
installments. Amounts deferred under the Deferred Compensation Plan plus
accumulated interest shall be immediately paid to each participating officer (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. On
January 23, 1996 the Deferred Compensation Plan was amended to provide that such
circumstances mean and include a Change in Control as defined in the section
entitled "Directors' Compensation". The Corporation, to meet its obligations
under the Deferred Compensation Plan, including any payments thereunder
resulting from a Change in Control, entered into a trust agreement with Chemical
Bank dated March 1, 1994. Upon a Change in Control, this trust, commonly known
as a "rabbi trust," may be funded with Corporation funds or a standby letter of
credit with a bank, currently in the amount of $600,000. On January 23, 1996,
the trust agreement was amended to provide that the term Change in Control
appearing therein shall have the same meaning as such term has in the section
entitled "Directors' Compensation". Notwithstanding the establishment of the
trust, the Corporation continues to be primarily liable for the benefits payable
under the Deferred Compensation Plan and will be obligated to make such payments
to the extent the trust does not.

<PAGE>
25
- --------------------------------------------------------------------------------

The Corporation's severance allowance policy which applies in cases involving a
company-prompted termination of the Chief Executive Officer and/or the four most
highly compensated executive officers provides for the payment of an enhanced
severance allowance (two weeks pay for every year of service not exceeding 30
weeks) in connection with any company-prompted termination which either (i)
results from, and occurs within 18 months after, the discontinuance of division
or company operations, the relocation of departments or divisions of the
Corporation or a subsidiary, reductions in the workforce or the sale of a
subsidiary, or, (ii) which occurs within 18 months after the occurrence of
certain circumstances involving a change in control of the Corporation. An
enhanced severance allowance will also be paid in connection with any
termination, whether initiated by the Corporation or the officer, after the
occurrence of such circumstances if (a) the termination occurs within 18 months
after the expiration of the officer's employment contract or Key Executive
Employment Protection Agreement, or, (b) the officer receives any payment in
connection with his employment contract or Key Executive Employment Protection
Agreement. In all cases, severance allowances are in addition to compensation
owed for any unused earned vacation or compensation owed or paid in connection
with an employment contract or Key Executive Employment Protection Agreement and
an officer who receives a payment under any such agreement will also be paid an
enhanced severance allowance. On January 23, 1996 the Corporation's severance
allowance policy was amended so that a change in control of the Corporation
means the occurrence of a Change in Control as defined in the section entitled
"Directors' Compensation".

Under the Corporation's Employee Savings and Investment Plan that was adopted in
1981 and which now includes 401(k) provisions, the Chief Executive Officer and
the four most highly compensated executive officers as well as all other
Corporation and subsidiary employees may contribute up to 12% of their annual
base salary and any annual incentive bonus to an investment trust and the
Corporation will match up to 3% of such salary and bonus amounts on a pre-tax
basis in the form of USLIFE common stock. The officer contributions vest
immediately while the Corporation's contributions vest 20% for each year of
employment so as to be fully vested after five years of employment; provided,
however, that the Corporation's contributions will be 100% vested in the event
of a Change in Control as defined in the section entitled "Directors'
Compensation".

On January 1, 1993, the Corporation adopted the Supplemental Employee Savings
and Investment Plan in order to enable officers of the Corporation who were
participating in the Corporation's Employee Savings and Investment Plan but were
not receiving the full company matching contribution under such plan due to the
$150,000 earnings limitation imposed by Section 401(a)(17) of the Code to
receive the full matching contribution. The Supplemental Employee Savings and
Investment Plan which is in the form of an unfunded deferred compensation plan
is intended to make up for the loss in company matching contributions under the
Corporation's Employee Savings and Investment Plan to officers earning in excess
of $150,000 a year because of said limitation and provides that such
contributions fully vest after the occurrence of certain events involving a
Change in Control. The Corporation, to meet its obligations under the Supple-

<PAGE>
26
- --------------------------------------------------------------------------------
mental Employee Savings and Investment Plan, including any increases in accrued
benefits resulting from a Change in Control, entered into a trust agreement with
Chemical Bank on March 1, 1994. Upon a Change in Control this trust, commonly
known as a "rabbi trust", may be funded with Corporation funds or a standby
letter of credit with a bank, currently in the amount of $350,000.
Notwithstanding the establishment of the trust, the Corporation continues to be
liable for the benefits payable under the Supplemental Employee Savings and
Investment Plan and will be obligated to make such payments to the extent the
trust does not. On January 23, 1996 the trust agreement was amended to change
the definition of the term Change in Control therein to that set forth in the
section entitled "Directors' Compensation".

USLIFE has adopted the above described change of control provisions and policies
to minimize the uncertainty created by a change of control of the Corporation
which might result in the loss or distraction of its executive officers to the
detriment of the Corporation and its shareholders. The Board of Directors
considers the avoidance of such loss and distraction to be essential to
protecting and enhancing the best interests of USLIFE and its shareholders. The
Board also believes that when a change of control is perceived as imminent, or
is occurring, the Corporation should be able to receive and rely on
disinterested service from senior executive officers regarding the best
interests of the Corporation and its shareholders, without concern that such
officers might be distracted or concerned by the personal uncertainties and
risks created by the perception of an imminent or occurring change of control.
In addition, the Board believes that it is consistent with USLIFE's employment
practices and policies and in the best interests of the Corporation and its
shareholders to treat fairly its employees whose employment terminates in
connection with or following a change of control.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Executive Compensation and Nominating Committee is currently composed of
seven 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.

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
$100,000. 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, the tax deductible status of all compensation paid to its executive
officers. Regulations under Section 162(m) of the Internal Revenue Code of 1986,
as amended, (the "Code") generally disallow a tax deduction to

<PAGE>
27
- --------------------------------------------------------------------------------
public companies for compensation over one million dollars paid to a
corporation's chief executive officer and the four other most highly compensated
executive officers. Qualifying performance-based compensation will not be
subject to the deduction limit if certain requirements are met. Under the Annual
Incentive Plan, annual bonuses for the Chief Executive Officer and any other key
officer who is selected by the Committee to participate in the plan will depend
on the attainment of performance goals based on levels of income derived from
the Corporation's core life insurance businesses. In 1995, the Chief Executive
Officer and the other named executive officers were selected by the Committee to
participate in the Annual Incentive Plan.

At the 1994 Annual Meeting the shareholders approved certain amendments to the
Corporation's Restricted Stock Plan, 1991 Stock Option Plan and Book Unit Plan
which the Committee had adopted so that the compensation derived from these
plans and paid to the Chief Executive Officer and the other named executive
officers would qualify for the exception to the Section 162(m) deduction
limitation for performance-based compensation rather than to further enhance the
compensation which they would otherwise receive. Pursuant to said Section
162(m), the compensation committee that establishes the performance goals
contained in these plans and under which bonuses and other compensation are 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 said
Section 162(m) and the regulations thereunder.

An agenda and supporting documentation were sent to Committee members in advance
of each of the five meetings held in 1995 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 1995, 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 various life insurance companies of which some are part of the
Standard & Poor's Insurance Composite Index used in the Corporation's
performance graph appearing on page 32 of this proxy statement. The proxy
statements of the 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

<PAGE>
28
- --------------------------------------------------------------------------------
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, Termination of Employment and Change in Control
Arrangements".)

In 1995, based primarily on the increase in 1994 in "operating income per share"
(excluding capital gains and losses and "non-operational" items) over the prior
year, the 20% increase in individual life sales for such period and the increase
in individual life pre-tax earnings for said period, the Committee 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 this guideline, depending on their individual
performance appraisals which take into account, among other considerations, the
officer's specific results achieved for the period, personal strengths, areas
where there is an opportunity for improvement and the position relative to
external pay practices. In evaluating the individual performance of each named
executive officer, the Committee also took into account the Corporation's
increase in assets in 1995 over the prior year and the increases in both life
insurance in force and in individual annualized premiums for said period. In
recommending a 59% salary increase to $700,000 in 1995 for the Chief Executive
Officer, the Committee considered the above-cited increases in the Corporation's
financial performance, assigning approximately equal weight to each, and his
responsibilities in functioning as Chief Executive Officer. The salary increases
granted in 1995 to the other named executive officers were on average 44% less
than the increase granted to the Chief Executive Officer that year. The
employment agreements of the other named executive officers were modified in
1995 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 agreements, except as to any salary increase.

The Committee is responsible for selecting participants in the Annual Incentive
Plan which is intended to provide an annual bonus to key officers of the
Corporation tied to the profitability of the Corporation's core individual lines
of business, including individual life and individual investment contracts. In
1995 the Committee approved certain financial performance targets related to
income from the Corporation's core life insurance businesses in 1995 as well as
a threshold amount with respect to such income which had to be achieved before a
bonus could be paid to any participant in the Plan. The Chief Executive Officer
and each of the other named executive officers were selected by the Committee to
participate in the Annual Incentive Plan. The Committee retains discretion to
award the Chief Executive Officer and any other participant in the Annual
Incentive Plan a smaller bonus payment than that indicated by the Corporation's
1995 income or to make no award at all and to recognize other elements of the
Corporation's performance or such officer's individual performance. Based on the
fact that such income threshold and the targets in respect of such core life
insurance business were both achieved in 1995 and after evaluating his
performance in 1995, the Committee determined that the Chief Executive Officer
should receive a bonus of

<PAGE>
29
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$280,000 under the Annual Incentive Plan. Bonuses awarded to the other named
executive officers were determined using similar criteria.

The Committee also administers the Corporation's long-term incentive program,
consisting of restricted stock, stock options and book units. These programs are
designed to encourage executive officers to acquire and hold stock in the
Corporation so as to align their interests with those of the shareholders.
Awards of shares of restricted stock under the Corporation's Restricted Stock
Plan are intended to increase the total share holdings of executive officers and
assist the Corporation in recruiting and retaining talented executives. Such
awards of restricted stock are subject to certain restrictions against sale,
transfer or pledge for a five-year period and twenty percent (20%) of the
restricted shares become free of the restrictions at the end of each of the five
calendar years comprising the applicable restricted period. In arriving at a
decision to approve a restricted stock award to any executive officer under the
Restricted Stock Plan as well as in determining the size of the award, the
Committee considers the number of restricted shares previously granted to the
individual and the aggregate number of restricted shares to be included in the
then current award. To comply with the requirements of Section 162(m) of the
Code, the shareholders approved an amendment to the Restricted Stock Plan at the
1994 Annual Meeting whereby no officer is eligible to receive an award of more
than 112,500 restricted shares in the aggregate during any one-year period (as
adjusted for the Corporation's September 1, 1995 3-for-2 stock split) and any
such awards to the named executive officers are subject to forfeiture in the
event that for any calendar year during the restricted period the Corporation's
income from operations per share, before the impact of realized gains and losses
and certain other items, does not exceed the average of the Corporation's income
from operations per share, as so defined, for the three preceding calendar
years. Based on the foregoing criteria and his individual performance in 1995,
the Committee approved an award of 75,000 restricted shares (as adjusted for
said 3-for-2 stock split) to the Chief Executive Officer in 1995, such award
being contingent on the Corporation's earnings per share performance. Awards of
restricted stock to the other named executive officers are also contingent on
the Corporation's earnings per share performance over the next three years.

Under guidelines adopted by the Committee in 1993 to encourage executive
officers to exercise stock options and to 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 are subject to the
approval of the Committee in each instance and are awarded pursuant to the terms
of the Corporation's Restricted Stock Plan so that any awards to the named
executive officers are also subject to forfeiture in the event that for any
calendar year during their restricted period the Corporation's income from
operations per share does not exceed the average of such income for the three
preceding calendar years. The additional restricted stock vests over a three

<PAGE>
30
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year period and is subject to forfeiture if any of the shares received upon the
option exercise are sold before completion of the three-year period. In 1995,
based on such guidelines, the Committee approved two awards totaling 5,187
shares of such restricted stock (as adjusted for said 3-for-2 stock split) to
the Chief Executive Officer, such awards being contingent on the Corporation's
earnings per share performance. Awards of restricted stock that were made to the
other named executive officers in 1995 are also contingent on the Corporation's
earnings per share performance over the next three years.

Book unit awards are generally based on the ratio of one and a half book units
for each option granted to the individual officer in a given year. Book units
have a five year performance period and units awarded prior to the amendments to
the Corporation's Book Unit Plan described below 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, if any, as a result of such exercise and on restricted stock and
to acquire additional shares in the open market.

At the 1994 Annual Meeting the shareholders approved certain amendments to the
Corporation's Book Unit Plan which limit the number of book units that may be
awarded to an individual during any one-year period to no more than 112,500 (as
adjusted for the said stock split) and which provide that the value of book
units will no longer include cumulative dividends paid to shareholders. Such
amendments permit the Corporation to continue the tax deduction for the
compensation income generated upon the payment of a book unit award to the Chief
Executive Officer and any other officer awarded book units who is among the four
most highly compensated executive officers of the Corporation in accordance with
Section 162(m) of the Code. No book units were awarded to any executive officer
under the Corporation's Book Unit Plan, as amended, in 1995.

Stock option grants under the Corporation's 1991 Stock Option Plan, as amended,
give officers the right to purchase, with certain restrictions, shares of common
stock at a price equal to 100% of the stock's fair market value on the grant
date. In arriving at a decision to approve an option award to any executive
officer, the Committee considers 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 grants to all executive officers. The Committee also considers the number
of shares owned by each individual officer as well as such factors as increases,
if any, in normalized operating income, earnings per share and pre-tax earnings
over the prior year.

At the 1994 Annual Meeting, the shareholders approved an amendment to the
Corporation's 1991 Stock Option Plan, as amended, which limits participation in
the Plan to "key officers" of the Corporation, as well as the number of options
that may be granted thereunder to an individual during any one-year period to no
more than 112,500 (as adjusted for the said stock split), thereby

<PAGE>
31
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maintaining the tax-deductible status of the compensation income generated upon
the exercise of options by the Chief Executive Officer and any other
participating key officer who is among the other four most highly compensated
executive officers in accordance with said Section 162(m). No stock options were
awarded to any executive officers under the Corporation's 1991 Stock Option
Plan, as amended, in 1995.

Executive Compensation and Nominating Committee

Robert L. Shafer, Co-Chairman Robert E. Grant
William G. Sharwell, Co-Chairman Franklin R. Saul
William J. Catacosinos Beryl W. Sprinkel
Austin L. D'Alton

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

There are none.

<PAGE>
32
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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
years commencing December 31, 1990. The example assumes an initial investment of
$100 on December 31, 1990 and the reinvestment of all dividends.

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
USLIFE $100 $177 $207 $226 $213 $282
S&P 500 100 130 140 154 156 213
S&P INSURANCE 100 133 158 168 168 239
INDEX
<FN>
- ---------------

Note: The S & P Insurance Composite Index is currently composed of Aetna Life &
Casualty, Allstate Corp (new addition), American International Group,
Chubb Corp, CIGNA Corp, General Re Corp, ITT Hartford Group (new
addition), Jefferson-Pilot, Lincoln National Corp, Loews Corp (new
addition), Providian Corp, SAFECO Corp, St. Paul Cos, Torchmark Corp, UNUM
Corp, USF&G Corp, and USLIFE.

Continental Corp is no longer included in the S & P Insurance Composite
Index.
</TABLE>

<PAGE>
33
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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 director of the Corporation. 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, 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, 1996, the balance of the loan was $180,371, with an
annual rate of interest of 8%. 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.

Goldman, Sachs & Co. serves as a financial advisor to USLIFE. Charles A. Davis,
a director of the Corporation, is a senior director and limited partner of
Goldman, Sachs & Co.

ITEM 2: INCREASE IN AUTHORIZED COMMON STOCK

The Board of Directors has approved and recommends to the shareholders for
approval an amendment to the Certificate of Incorporation to increase the number
of shares of authorized common stock from 60,000,000 to 120,000,000 shares. The
increase in the number of authorized shares of common stock will not affect the
equity or interest of any shareholder in the Corporation nor will it affect the
Corporation's capital or surplus accounts. The text of the amendment which would
amend the first paragraph of Article FOURTH of the Certificate of Incorporation,
as amended, is set forth in Exhibit A.

Of the 60,000,000 authorized shares of common stock, as of December 31, 1995,
34,471,189 shares were outstanding, 22,997,693 shares were held in treasury by
the Corporation and 75,965 shares were reserved for issuance upon conversion of
the Series A Convertible Preferred Stock and Series B Convertible Preferred
Stock. Note that these share figures reflect an adjustment, where appropriate,
on account of the 3-for-2 common stock split effective September 1, 1995. As of
December 31, 1995, there remained 2,455,153 shares of authorized common stock
which were neither issued nor subject to reservation. After the proposed
increase in the number of authorized shares of common stock, on the basis of the
shares issued as of December 31, 1995, a total of 62,455,153 shares will be
authorized but not issued or subject to reservation.

The Board of Directors is recommending the adoption of the amendment in order to
continue the Corporation's financial flexibility. The Board believes the
proposed increase in the Corporation's authorized common stock is prudent in
view of the complexity of modern business financing and acquisition
transactions. The additional common stock to be authorized by the amendment
would be available for issuance from time to time without further action on the
part of the shareholders for any proper corporate purpose and further
authorization for the issuance of such additional common stock by a vote of the
shareholders will not be solicited prior to such issuance. Such corporate
purposes might include, without limitation, issuance of common stock in public
or private sales for cash as a means of obtaining capital for use in the
Corporation's business and operations or as all or part of the consideration
required to be paid by the Corporation for the

<PAGE>
34
- --------------------------------------------------------------------------------
acquisition of other business properties and the issuance of common stock in
connection with stock splits or dividends and under the Corporation's plans as
specified above. The Board does not intend to issue any common stock except on
terms which it deems to be in the best interests of the Corporation and its
shareholders. Depending on the circumstances, any issuance of additional shares
of common stock could effectively dilute the currently issued and outstanding
shares of common stock. The proposal to increase the number of authorized shares
is not intended as an anti-takeover measure, but the unissued shares would be
available for issuance as an appropriate response to an actual or threatened
attempt to acquire control of the Corporation or as a strategic measure to deal
with potential takeover activity. The Corporation has no agreement or commitment
concerning the issuance of any additional stock.

The affirmative vote of the holders of a majority of all outstanding shares of
common and preferred stock entitled to vote at the meeting, voting as a single
class, is required for the adoption of the amendment. Abstentions and broker
non-votes will not be counted as having voted on this Item 2.

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

ITEM 3: RATIFICATION OF INDEPENDENT AUDITOR

The Board of Directors upon the recommendation of the Audit Committee has
appointed KPMG Peat Marwick LLP to serve as the Corporation's independent
auditor for the year 1996, 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 LLP 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 all outstanding shares 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 3.

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 1997
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 11, 1996.

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.

<PAGE>
35
- --------------------------------------------------------------------------------

On September 25, 1990, the Board of Directors approved amendments to the
Corporation's By-Laws. The amendments require a minimum of 60 days written
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. Shareholder proposals must be submitted in writing together
with a concise supporting statement. 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.

Effective May 25, 1995 USLIFE renewed its Directors' and Officers' Liability
Policy with Great American Insurance Company for an additional term of one year
at a cost of $275,658. Also, effective May 25, 1995, USLIFE renewed its Excess
Directors' and Officers' Liability Policy with National Union Fire Insurance
Company for an additional one year term at a cost of $200,600. 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
Senior Vice President -- Investor Relations, Secretary & Counsel, 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,

Richard G. Hohn
Senior Vice President --
Investor Relations, Secretary & Counsel

New York, New York
April 9, 1996

<PAGE>

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

EXHIBIT A

The first paragraph of Article FOURTH of the Certificate of Incorporation of
USLIFE Corporation, as amended, which reads:

"FOURTH: The aggregate number of shares which the Corporation shall have the
authority to issue is 70,800,000, of which 60,000,000 shares of the par value of
one dollar ($1) per share shall be designated as Common Stock and 10,800,000
shares of the par value of one dollar ($1) per share shall be designated as
Preferred Stock."

is amended so that it will read:

"FOURTH: The aggregate number of shares which the Corporation shall have the
authority to issue is 130,800,000, of which 120,000,000 shares of the par value
of one dollar ($1) per share shall be designated as Common Stock and 10,800,000
shares of the par value of one dollar ($1) per share shall be designated as
Preferred Stock."

<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 29, 1996, the record date, at
the Annual Meeting of Shareholders to be held on May 21, 1996 or any
adjournment thereof.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" PROPOSALS 1, 2 AND 3.

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

William C. Freund, Greer F. Henderson, Robert H. Osborne,
Franklin R. Saul, Robert L. Shafer

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

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

2. PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 60,000,000 TO 120,000,000.

/ / FOR / / AGAINST / / ABSTAIN

(CONTINUED ON REVERSE)

<PAGE>

(Common) (Pfd. A) (Pfd. B)

3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT
AUDITOR OF THE CORPORATION.

/ / FOR / / AGAINST / / ABSTAIN

4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

This Proxy when properly executed will be 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 IN ITEMS 2 AND 3.

PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
WHEN SHARES ARE HELD BY JOINT TENANTS,
BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY
OR AS EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE GIVE FULL TITLE.
IF A CORPORATION, PLEASE SIGN IN FULL
THE CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.

............................................
Signature

............................................
Signature if held jointly

Dated:................................, 1996

PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

<PAGE>
USLIFE CORPORATION

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
on the reverse, all the shares of common and preferred
stock in USLIFE Corporation which the undersigned is
entitled to vote as of March 29, 1996, the record date, at the
Annual Meeting of Shareholders to be held on May 21, 1996 or any adjournment
thereof.

- ------------------------------------------------------
THIS SPACE IS PROVIDED FOR COMMENTS/ADDRESS CHANGE:
PLEASE MARK /X/ COMMENTS/ADDRESS BOX ON REVERSE

THIS PROXY IS CONTINUED ON THE REVERSE.

PLEASE SIGN ON THE REVERSE
AND RETURN PROMPTLY.

FOLD AND DETACH HERE

<PAGE>
USLIFE CORPORATION Please mark /X/
your votes as
indicated in
this example

THIS PROXY WHEN PROPERLY EXECUTED WILL BE 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 AND 3.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ITEMS 1,2 AND 3.

PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD PROMPTLY
- -------------------------------------------------------------------------------
Item 1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS:
William C. Freund, Greer F. Henderson, Robert H. Osborne, Franklin R. Saul,
Robert L. Shafer

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

Item 2. Proposal to amend the Certificate of FOR AGAINST ABSTAIN
Incorporation to increase the number / / / / / /
of authorized shares of common stock
from 60,000,000 to 120,000,000

Item 3. Proposal to ratify the appointment of FOR AGAINST ABSTAIN
KPMG Peat Marwick as independent / / / / / /
auditor of the Corporation.

- -------------------------------------------------
WILL ATTEND
ANNUAL MEETING
/ /

COMMENTS/ADDRESS CHANGE
SEE REVERSE SIDE
/ /
- -------------------------------------------------
Item 4. In their discretion, the Proxies are
authorized to vote upon such other business
as may properly come before the meeting.

Signature ____________________ Signature ____________________ 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>

Please mark ---
your votes as indicated in X
this example ---

USLIFE CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN

These Voting Instructions when properly executed will be voted in the manner
directed herein by the undersigned Plan participant. If no direction is made,
the shares will be voted FOR the nominees named in Item 1 and FOR the
proposals referred to in Items 2 and 3.

------------------------------------------------------------
PLEASE SIGN, DATE AND MAIL YOUR VOTING INSTRUCTIONS PROMPTLY
------------------------------------------------------------

The Board of Directors of USLIFE Corporation unanimously recommends a vote FOR
Items 1, 2 and 3.

Item 1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS OF USLIFE CORPORATION:
William C. Freund, Greer F. Henderson, Robert H. Osborne, Franklin
R. Saul, Robert L. Shafer

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

/ / / / ---------------------------------------------------

FOR AGAINST ABSTAIN

Item 2. Proposal to amend the Certificate of / / / / / /
Incorporation of USLIFE Corporation to
increase the number of authorized shares of
common stock from 60,000,000 to 120,000,000.

FOR AGAINST ABSTAIN

Item 3. Proposal to ratify the / / / / / /
appointment of KPMG Peat
Marwick LLP as independent
auditor of USLIFE Corporation.

Item 4. In its discretion, the Trustee is
authorized to vote upon such other
business as may properly come before
the meeting.

Signature Date
------------------------------------------------------ -----------
NOTE: Please sign as name appears hereon.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
/\ FOLD AND DETACH HERE /\

<PAGE>

USLIFE CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN

CONFIDENTIAL VOTING INSTRUCTIONS TO AMERICAN EXPRESS TRUST COMPANY AS TRUSTEE

THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF USLIFE CORPORATION. UNLESS THESE VOTING INSTRUCTIONS ARE SIGNED AND
RETURNED BY MAY 14, 1996, THE SHARES WILL BE VOTED AS PROVIDED IN THE PLAN.

To the Trustee:

In accordance with the provisions of the USLIFE Corporation Employee Savings
and Investment Plan, I hereby instruct you, as Trustee, to vote as indicated on
the reverse, at the Annual Meeting of Shareholders of USLIFE Corporation to be
held on May 21, 1996 and at any adjournment thereof, all the shares of Common
Stock of USLIFE Corporation credited to my account in the Plan which I am
entitled to vote as of March 29, 1996, the record date, upon the matters set
forth herein, as provided in the Proxy Statement, and upon any other matters
which may properly come before the Annual Meeting.

THIS PROXY IS CONTINUED ON THE REVERSE.

PLEASE SIGN ON THE REVERSE
AND RETURN PROMPTLY.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
/\ FOLD AND DETACH HERE /\