AMENDMENT NO. 2
                             to
                      RIGHTS AGREEMENT
                              
     AMENDMENT NO. 2 dated as of May 31, 1996 (this "Amendment") between 
AETNA LIFE AND CASUALTY COMPANY, a Connecticut corporation (the "Company"), 
and FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York corporation (the
"Rights Agent").

     WHEREAS, the Company and the Rights Agent have previously entered 
into that certain Rights Agreement dated as of October 27, 1989, as amended 
by Amendment No. 1 thereto dated as of December 19, 1995, between the 
Company and the Rights Agent (the "Rights Agreement");

     WHEREAS, the Company, U.S. Healthcare, Inc., a Pennsylvania corporation 
("U.S. Healthcare"), Aetna Inc., a Connecticut corporation ("Aetna"), 
Antelope Sub, a wholly-owned subsidiary of Aetna Inc. ("Aetna Sub"), and 
New Merger Corporation, a wholly-owned subsidiary of Aetna Inc. ("U.S.
Healthcare Sub"), entered into that certain Agreement and Plan of Merger 
dated as of March 30, 1996, as amended (the "Merger Agreement");

     WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company and its stockholders that the 
transactions contemplated by the Merger Agreement not trigger the rights 
granted under the Rights Agreement; and

     WHEREAS, the Board of Directors of the Company has determined that it 
is in the best interests of the Company and its stockholders to amend the 
Rights Agreement as hereinafter set forth and have duly approved this 
Amendment and authorized its execution and delivery.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   All capitalized terms used herein, unless otherwise defined herein, 
shall have the meanings given them in the Rights Agreement, and each reference 
in the Rights Agreement to "this Agreement", "hereof", "herein", "hereunder" 
or "hereby" and each other similar reference shall be deemed to refer to the 
Rights Agreement as amended hereby.

     2.   Section 1 of the Rights Agreement is hereby amended by adding the 
following as the last paragraph of the definition of "Beneficial Owner":

          Notwithstanding anything in this Agreement to the
     contrary, for purposes of this Agreement, none of
     Aetna, U.S. Healthcare, Aetna Sub, U.S. Healthcare Sub,
     or any of their respective Affiliates, shall be deemed
     a "Beneficial Owner" of, or to "beneficially own," any
     shares of any class of capital stock of the Company as
     a result of (a) the execution, delivery or performance
     of the Agreement and Plan of Merger dated as of March
     30, 1996 among the Company, Aetna, U.S. Healthcare,
     Aetna Sub and U.S. Healthcare Sub, as such Agreement
     and Plan of Merger may be amended from time to time, or
     (b) the consummation of any of the transactions
     contemplated thereunder.

     3.   This Amendment shall be construed in accordance with and governed 
by the laws of the State of Connecticut (without regard to principles of 
conflict of laws) except for Sections 18, 19, 20 and 21, which shall be 
governed and construed in accordance with the internal substantive laws
of the State of New York.

     4.   This Amendment may be signed in any number of counterparts, each 
of which shall be an original, with the same effect as if the signatures 
thereto and hereto were upon the same instrument.  This Amendment shall 
become effective when each party hereto shall have received counterparts 
hereof signed by all of the other parties hereto.

     5.   Except as expressly amended hereby, the Rights Agreement shall 
remain in full force and effect.

                         AETNA LIFE AND CASUALTY COMPANY


                         By:  /s/Ronald E. Compton
                              --------------------
                            Name:  Ronald E. Compton
                            Title:  Chairman

                         FIRST CHICAGO TRUST COMPANY
                         OF NEW YORK, AS RIGHTS AGENT


                         By:  /s/Michael Kane
                              ---------------
                            Name:  Michael Kane
                            Title:  Assistant Vice President