1. Do I have to surrender my stock certificates?

Aetna shareholders are not required to surrender their share certificates in exchange for Aetna Inc. share certificates. Following the merger, your Aetna Life and Casualty Company certificates automatically will be deemed to represent an equal number of shares of Aetna Inc. Common Stock.

2. What are the Parent Rights?

The Aetna Inc. Rights Plan is intended to provide protection against abusive or coercive takeover tactics and takeover bids that do not fully reflect the value of the Company or that are otherwise not in the best interests of the Company's shareholders or other relevant constituencies. It will operate just like the Rights Plan currently in effect for Aetna Life and Casualty Company. Until the Rights become exercisable, your Aetna Inc. Common Stock certificates will represent the Rights.

3. Is the exchange of shares of Aetna Life and Casualty Company stock for shares of Aetna Inc. stock taxable?

Aetna shareholders will not recognize income, gain or loss on the exchange of their Aetna Life and Casualty Company shares for Aetna Inc. shares. The shareholder's tax basis of Aetna Inc. shares received in the exchange will be equal to the tax basis of the Aetna Life and Casualty Company shares formerly held. The shareholder's holding period will include the period the shareholder held Aetna Life and Casualty Company shares. The holding period is used to qualify for long-term capital gains treatment on the sale of the Aetna Inc. shares.

4. How many shares of Aetna Inc. Common Stock will be outstanding following the merger?

Approximately 150,000,000 shares not including conversion of Aetna preferred stock or exercise of outstanding stock options.

5. Will the convertible preferred be exchange-listed?

Yes, the Aetna Inc. 6.25% Class C Voting Preferred Stock will be listed on the New York Stock Exchange after the close the merger.

6. What are the terms of the 6.25% Class C Voting Preferred Stock?

The dividend yield is 6.25%, equal to $4.7578 per share of Preferred Stock. The conversion premium is 22% of $76.125 or $92.87. The stock is manditorily convertible four years after issuance into one share of Aetna Inc. Common Stock plus accrued and unpaid dividends. Conversion is at the option of the holder, at any time for 0.8197 share of common stock per share of manditorily convertible preferred stock. The preferred is callable by Aetna after three years.

7. What is Aetna going to look like after the merger?

The proposed merger of Aetna and U.S. Healthcare will result in a newly established holding company, Aetna Inc., which will conduct its business through two wholly-owned subsidiaries, Aetna Life and Casualty Company (to be renamed Aetna Services, Inc.), and U.S. Healthcare, Inc.



8. How do U.S. Healthcare shareholders exchange their shares?

Promptly after the merger date, transmittal forms will be mailed to each holder of record of U.S. Healthcare stock. Shareholders should use their forms when they forward their certificates for surrender and exchange to the Exchange Agent. U.S. Shareholders should not surrender their share certificates until they receive a transmittal form.

9. Will I receive fractional shares of Aetna Inc.?

No. U.S. Healthcare shareholders will receive only whole shares of Aetna Inc. common and Class C Voting Preferred Stock. They will receive cash in lieu of fractional shares.

10. I'm a U.S. Healthcare shareholder. Will I be entitled to the Aetna Inc. dividend that was just declared.

Yes. U.S. Healthcare shareholders will receive the declared dividends for whole shares of Aetna Inc. common and Class C Voting Preferred Stock when they surrender their shares.

11. What will the new health plan be called?

At present, the products of Aetna Health Plans and US Healthcare will be marketed separately. The long-term branding identity for the combined entity is being crafted.

AETNA INC. FACT SHEET

*Each share of U.S. Healthcare stock will be exchanged for $34.20 in cash, 0.2246 Aetna Common Stock and 0.0749 Aetna Class C Voting Preferred Stock.

Key Businesses:

 

Healthcare:

Combined, Aetna/U.S. Healthcare will provide health care services to 23 million people, or one in every 12 Americans. With 10.3 million members, the combined health plans will be the country's leading provider of managed health care benefits.

Key Facts:

		Aetna	U.S Healthcare	Combined
Health Members (millions)
	Managed Care Indemnity Total Health	7.5 3.8 ----- 11.3	2.8 0.0 ----- 2.8	10.3 3.8 ----- 14.1
Health Network
	Physicians Hospitals	202,000 2,225	54,000 441	256,000 2,666

Retirement Services

Aetna Retirement Services serves 1.5 million customers directly and through nearly 20,000 plan sponsors;

had assets under management of $26.4 billion, including $12.5 billion in variable and mutual fund assets at March 31, 1996;

is among the top 2% of all U.S. life insurance companies ranked by total assets;

is financially strong, as confirmed by the "excellent" or "superior" claims-payment ratings for its ALIAC subsidiary by:
- Standard & Poors
- Moody's Investors Service
- Duff & Phelps
- A.M. Best

International

Aetna International has more than 8.5 million customers in Canada, Mexico, Taiwan, Chile, Malaysia, Hong Kong, New Zealand, Peru, Argentina and Indonesia;

covers 2 million, or nearly 25%, of its customers with health insurance and managed care services;

in 1995 became the first foreign investor in almost 30 years to be granted a license to sell life and health insurance in the Philippines;

contributed in excess of $1 billion to 1995 revenue, representing a compound annual growth rate of more than 20% from 1990-1995;

has a 34% market share in individual life insurance in Mexico.