


                                                     CONFORMED COPY

                               VOTING AGREEMENT

                    Agreement dated as of March 30, 1996 among
          Leonard Abramson (the "Principal Shareholder"), Aetna
          Life Insurance Company, a Connecticut insurance
          corporation, Aetna Life Insurance and Annuity Company, a
          Connecticut insurance corporation (collectively, the
          "Other Shareholders").  Capitalized terms used but not
          defined herein shall have the meanings ascribed to such
          terms in the Merger Agreement (as defined below).

                    In consideration of the execution by Aetna Life
          and Casualty Company, a Connecticut insurance corporation
          ("Aetna"), of the Agreement and Plan of Merger dated as
          of March 30, 1996 (the "Merger Agreement") among Aetna,
          U.S. Healthcare, Inc., a Pennsylvania corporation ("U.S.
          Healthcare"), Butterfly, Inc. ("Parent"), a Connecticut
          corporation, New Merger Corporation, a Pennsylvania
          corporation, and Antelope Merger Sub, Inc., a Connecticut
          corporation, a copy of which is attached as Exhibit A
          hereto, and other good and valuable consideration,
          receipt of which is hereby acknowledged, the Principal
          Shareholder and the Other Shareholders hereby agree as
          follows:

               1.   Representations and Warranties of Principal
                    ___________________________________________
          Shareholder. The Principal Shareholder hereby represents
          ___________
          and warrants to the Other Shareholders as follows:

                    (a)  Title.  As of the date hereof, the
                         _____
          Principal Shareholder beneficially owns 1,818,755 shares
          (including 1,806,803 shares held in various trusts for
          the benefit of his children and grandchildren, but not
          including any stock options owned by him) of Common Stock
          ("Common Stock"), par value $0.005 per share, of U.S.
          Healthcare and 14,441,955 shares of Class B Stock ("Class
          B Stock"), par value $0.005 per share, of U.S. Healthcare
          (the shares of Class B Stock so owned by Principal
          Shareholder, the "Class B Shares").  As of the date
          hereof, the Principal Shareholder holds options to
          purchase 450,000 shares of Common Stock, all of which
          will become exercisable upon execution and delivery of
          the Merger Agreement.  The Principal Shareholder holds no
          options to purchase Class B Stock and, except as set
          forth in this Section 1(a), as of the date hereof the
          Principal Shareholder does not (i) beneficially own any
          shares of any class or series of capital stock of U.S.
          Healthcare or any securities convertible into or
          exercisable for shares of any class or series of U.S.
          Healthcare's capital stock or (ii) have any rights to
          acquire any shares of any class or series of capital
          stock of U.S. Healthcare or any securities convertible
          into or exercisable for shares of any class of U.S.
          Healthcare's capital stock.  The Principal Shareholder
          owns the Class B Shares free and clear of all liens,
          claims, options, charges or other encumbrances.  The
          Class B Shares represent approximately 83.7% of the total
          voting power of U.S. Healthcare's capital stock as of the
          date hereof.

                    (b)  Right to Vote.  The Principal Shareholder
                         _____________
          has full legal power, authority and right to vote all
          Class B Shares in favor of approval and adoption of the
          Merger Agreement and the transactions contemplated by the
          Merger Agreement without the consent or approval of, or
          any other action on the part of, any other person or
          entity.  Without limiting the generality of the
          foregoing, except for this Agreement, the Principal
          Shareholder has not entered into any voting agreement
          with any person or entity with respect to any of the
          Class B Shares, granted any person or entity any proxy
          (revocable or irrevocable) or power of attorney with
          respect to any of the Class B Shares, deposited any of
          the Class B Shares in a voting trust or entered into any
          arrangement or agreement with any person or entity
          limiting or affecting the Principal Shareholder's legal
          power, authority or right to vote the Class B Shares in
          favor of the approval and adoption of the Merger
          Agreement or any of the transactions contemplated by the
          Merger Agreement.  As of the date of the U.S. Healthcare
          shareholders meeting to vote on approval and adoption of
          the Merger Agreement and, to the extent submitted to
          shareholders for approval, the transactions contemplated
          by the Merger Agreement, including any adjournment or
          postponement thereof (the "U.S. Healthcare Shareholders
          Meeting"), except for this Agreement, the Principal
          Shareholder will have full legal power, authority and
          right to vote all Class B Shares in favor of the approval
          and adoption of the Merger Agreement and the transactions
          contemplated by the Merger Agreement without the consent
          or approval of, or any other action on the part of, any
          other person or entity.  From and after the date hereof,
          the Principal Shareholder will not commit any act that
          could restrict or otherwise affect such legal power,
          authority and right to vote all Class B Shares in favor
          of the approval and adoption of the Merger Agreement and
          the transactions contemplated by the Merger Agreement. 
          Without limiting the generality of the foregoing, from
          and after the date hereof the Principal Shareholder will
          not enter into any voting agreement with any person or
          entity with respect to any of the Class B Shares, grant
          any person or entity any proxy (revocable or irrevocable)
          or power of attorney with respect to any of the Class B
          Shares, deposit any of the Class B Shares in a voting
          trust or otherwise enter into any agreement or
          arrangement limiting or affecting the Principal
          Shareholder's legal power, authority or right to vote the
          Class B Shares in favor of the approval and adoption of
          the Merger Agreement and the transactions contemplated by
          the Merger Agreement (other than this Agreement).

                    (c)  Authority.  The Principal Shareholder has
                         _________
          full legal power, authority and right to execute and
          deliver, and to perform his obligations under, this
          Agreement.  This Agreement has been duly executed and
          delivered by the Principal Shareholder and constitutes a
          valid and binding agreement of the Principal Shareholder
          enforceable against the Principal Shareholder in
          accordance with its terms, subject to (i) bankruptcy,
          insolvency, moratorium and other similar laws now or
          hereafter in effect relating to or affecting creditors'
          rights generally and (ii) general principles of equity
          (regardless of whether considered in a proceeding at law
          or in equity).

                    (d)  Conflicting Instruments; No Transfer. 
                         ____________________________________
          Neither the execution and delivery of this Agreement nor
          the performance by the Principal Shareholder of his
          agreements and obligations hereunder will result in any
          breach or violation of or be in conflict with or
          constitute a default under any term of (i) any agreement,
          judgment, injunction, order, decree, law, regulation or
          arrangement to which the Principal Shareholder is a party
          or by which the Principal Shareholder (or any of his
          assets) is bound, except for any such breach, violation,
          conflict or default which, individually or in the
          aggregate, would not impair or affect the Principal
          Shareholder's ability to cast all votes necessary to
          approve and adopt the Merger Agreement and the
          transactions contemplated by the Merger Agreement or (ii)
          the Articles of Incorporation of U.S. Healthcare.

               2.   Representations and Warranties of Other
                    _______________________________________
          Shareholders.  Each Other Shareholder hereby represents
          ____________
          and warrants to the Principal Shareholder that this
          Agreement has been duly authorized by all necessary
          corporate action on its part, has been duly executed and
          delivered by such Other Shareholder and is a valid and
          binding agreement of such Other Shareholder enforceable
          against such Other Shareholder in accordance with its
          terms, subject to (i) bankruptcy, insolvency,
          reorganization, fraudulent transfer, moratorium and other
          similar laws now or hereafter in effect relating to or
          affecting creditors' rights generally and the rights of
          creditors of insurance companies generally and (ii)
          general principles of equity (regardless of whether
          considered in a proceeding at law or in equity).

               3.   Restriction on Transfer.  The Principal
                    _______________________
          Shareholder agrees that (other than pursuant to the
          Merger Agreement) he will not, and will not agree to, (i)
          sell, assign, dispose of, encumber, mortgage, hypothecate
          or otherwise transfer (collectively, "Transfer") any
          Class B Shares or any options, warrants or other rights
          to acquire Class B Stock to any person or entity or (ii)
          convert (or allow the conversion of) any Class B Shares
          into shares of Common Stock of U.S. Healthcare; provided
                                                          ________
          that, notwithstanding clause (i), the Principal
          Shareholder shall be permitted to Transfer Class B Shares
          to any "Permitted Transferee" (as defined in U.S.
          Healthcare's Articles of Incorporation) if prior to and
          as a condition of such Transfer such Permitted Transferee
          enters into a written agreement with the Other
          Shareholders (in form and substance satisfactory to the
          Other Shareholders) agreeing to be bound by the terms of
          this Agreement binding on the Principal Shareholder.
           
               4.   Agreement to Vote of Principal Shareholder. 
                    __________________________________________
          The Principal Shareholder hereby irrevocably and
          unconditionally agrees to vote or to cause to be voted
          all Class B Shares at the U.S. Healthcare Shareholders
          Meeting and at any other annual or special meeting of
          shareholders of U.S. Healthcare where such matters arise
          (a) in favor of the approval and adoption of the Merger
          Agreement and the transactions contemplated by the Merger
          Agreement and (b) against (i) approval of any proposal
          made in opposition to or in competition with the Mergers
          or any of the other transactions contemplated by the
          Merger Agreement, (ii) any merger, consolidation, sale of
          assets, business combination, share exchange,
          reorganization or recapitalization of U.S. Healthcare or
          any of its subsidiaries, with or involving any party
          other than Aetna, the Other Shareholders or one of their
          respective subsidiaries, (iii) any liquidation or winding
          up of U.S. Healthcare, (iv) any extraordinary dividend by
          U.S. Healthcare, (v) any change in the capital structure
          of U.S. Healthcare (other than pursuant to the Merger
          Agreement) and (vi) any other action that may reasonably
          be expected to impede, interfere with, delay, postpone or
          attempt to discourage the Mergers or the other
          transactions contemplated by the Merger Agreement or
          result in a breach of any of the covenants,
          representations, warranties or other obligations or
          agreements of U.S. Healthcare under the Merger Agreement
          which would materially and adversely affect U.S.
          Healthcare or its ability to consummate the transactions
          contemplated by the Merger Agreement.

               5.   Action in Principal Shareholder Capacity Only. 
                    _____________________________________________
          The Principal Shareholder makes no agreement or
          understanding herein as director or officer of U.S.
          Healthcare.  The Principal Stockholder signs solely in
          his capacity as a recordholder and beneficial owner of
          the Class B Shares, and nothing herein shall limit or
          affect any actions taken in his capacity as an officer or
          director of U.S. Healthcare.

               6.   Invalid Provisions.  If any provision of this
                    __________________
          Agreement shall be invalid or unenforceable under
          applicable law, such provision shall be ineffective to
          the extent of such invalidity or unenforceability only,
          without it affecting the remaining provisions of this
          Agreement. 

               7.   Executed in Counterparts.  This Agreement may
                    ________________________
          be executed in counterparts each of which shall be an
          original with the same effect as if the signatures hereto
          and thereto were upon the same instrument.

               8.   Specific Performance.  The parties hereto agree
                    ____________________
          that if for any reason the Principal Shareholder fails to
          perform any of his agreements or obligations under this
          Agreement irreparable harm or injury to the Other
          Shareholders and Aetna would be caused for which money
          damages would not be an adequate remedy.  Accordingly,
          the Principal Shareholder agrees that, in seeking to
          enforce this Agreement against the Principal Shareholder,
          the Other Shareholders and Aetna shall be entitled to
          specific performance and injunctive and other equitable
          relief.  The provisions of this Section 8 constitute the
          Other Shareholders' and Aetna's sole remedy in the event
          of a breach by the Principal Shareholder of any of his
          representations or warranties under this Agreement;
          provided that, with respect to the Principal
          ________ ____
          Shareholder's agreements and obligations under this
          Agreement, the provisions of this Section 8 are without
          prejudice to any other rights or remedies, whether at law
          or in equity, that the Other Shareholders or Aetna may
          have against the Principal Shareholder for any failure to
          perform any of his agreements or obligations under this
          Agreement.

               9.   Governing Law.  This Agreement shall be
                    _____________
          governed by and construed in accordance with the laws of
          the Commonwealth of Pennsylvania without giving effect to
          the principles of conflicts of laws thereof.

               10.  Amendments; Termination.  (a)  This Agreement
                    _______________________
          may not be modified, amended, altered or supplemented,
          except upon the execution and delivery of a written
          agreement executed by the parties hereto.

                    (b)  The provisions of this Agreement shall
          terminate upon the earliest to occur of (i) the
          consummation of the Mergers, (ii) the date which is 18
          months after the date hereof or (iii) the termination of
          the Merger Agreement if, but only if, the Merger
          Agreement is terminated solely for reasons that are not
          directly or indirectly related to the commencement of, or
          any Person's direct or indirect indication of interest in
          making, an Acquisition Proposal with respect to U.S.
          Healthcare.  

                    (c)  For purposes of this Agreement, the term
          "Merger Agreement" includes the Merger Agreement, as the
          same may be modified or amended from time to time;
          provided that no such amendment or modification amends or
          ________
          modifies the Merger Agreement in a manner such that the
          Merger Agreement, as so amended or modified, is less
          favorable to the Principal Shareholder in any material
          respect than is the Merger Agreement in effect on the
          date hereof.

               11.  Additional Shares.  If, after the date hereof,
                    _________________
          the Principal Shareholder acquires beneficial ownership
          of any shares of Class B Stock (any such shares,
          "Additional Shares"), including, without limitation, upon
          exercise of any option, warrant or right to acquire Class
          B Stock or through any stock dividend or stock split, the
          provisions of this Agreement (other than those set forth
          in Section 1) applicable to Class B Shares shall be
          applicable to such Additional Shares as if such
          Additional Shares had been Class B Shares as of the date
          hereof.  The provisions of the immediately preceding
          sentence shall be effective with respect to Additional
          Shares without action by any person or entity immediately
          upon the acquisition by the Principal Shareholder of
          beneficial ownership of such Additional Shares.

               12.  Action by Written Consent.  If, in lieu of the
                    _________________________
          U.S. Healthcare Shareholders Meeting, shareholder action
          in respect of the Merger Agreement or any of the
          transactions contemplated by the Merger Agreement is
          taken by written consent, the provisions of this
          Agreement imposing obligations in respect of or in
          connection with the U.S. Healthcare Shareholders Meeting
          shall apply mutatis mutandis to such action by written
                      ________________
          consent.

               13.  Successors and Assigns.  The provisions of this
                    ______________________
          Agreement shall be binding upon and inure to the benefit
          of the parties hereto and their respective legal
          successors (including, in the case of the Principal
          Shareholder or any other individual, any executors,
          administrators, estates, legal representatives and heirs
          of the Principal Shareholder or such individual) and
          permitted assigns; provided that no party may assign,
                             ________
          delegate or otherwise transfer any of its rights or
          obligations under this Agreement without the consent of
          the Other Shareholders (in the case of the Principal
          Shareholder or any of his permitted assigns) or the
          Principal Shareholder (in the case of the Other
          Shareholders or any of their permitted assigns), except
          that the Other Shareholders' rights under this Agreement
          may be transferred to Aetna or any wholly-owned
          subsidiary of Aetna.  Without limiting the scope or
          effect of the restrictions on Transfer set forth in
          Section 3 hereof,  Principal Shareholder agrees that this
          Agreement and the obligations hereunder shall attach to
          the Class B Shares and shall be binding upon any person
          or entity to which legal or beneficial ownership of such
          Class B Shares shall pass, whether by operation of law or
          otherwise.

                    IN WITNESS WHEREOF, the parties hereto have
          executed this Agreement as of this 30th day of March, 1996.

                                           /s/ Leonard Abramson  
                                        _______________________
                                        LEONARD ABRAMSON

                                        AETNA LIFE INSURANCE COMPANY

                                        By:    /s/ Richard Huber 
                                        ________________________
                                        Name:   Richard Huber
                                        Title:  Vice Chairman

                                        AETNA LIFE INSURANCE AND 
                                          ANNUITY COMPANY

                                        By:    /s/Susan Schechter
                                        _________________________
                                        Name:   Susan Schechter
                                        Title:  Secretary



