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Published: 2008-03-26

Employment Agreement - U.S. Healthcare Inc. and Joseph Sebastianelli



                         EMPLOYMENT AGREEMENT


              AGREEMENT, dated as of March 30, 1996, by and 
between Joseph Sebastianelli (the 'Executive') and U.S. 
Healthcare, Inc., a Pennsylvania corporation ('U.S. 
Healthcare' or the 'Company').

              WHEREAS, the Board of Directors of the Company 
(the 'Board') and the Executive each desires that the 
Executive continue to furnish services to the Company on the 
terms and conditions hereinafter set forth; and

              WHEREAS, the parties desire to enter into this 
agreement setting forth the terms and conditions of the 
continued employment of the Executive with the Company;

              NOW, THEREFORE, in consideration of the premises 
and the mutual agreements set forth below, and intending to 
be legally bound hereby, the parties hereto hereby agree as 
follows:

              1.  Employment.  The Company hereby agrees to 
                  __________                                
employ the Executive, and the Executive hereby accepts such 
employment, on the terms and conditions hereinafter set 
forth.

              2.  Term; Parties.  (a) Term.  The term of this 
                  _____________       ____                    
Agreement (as extended from time to time, the 'Term') shall 
commence on the date (the 'Effective Date') of execution of 
the Agreement and Plan of Merger (the 'Merger Agreement'), 
dated March 30, 1996, by and among the Company, Aetna Life 
and Casualty Company ('Aetna') and Butterfly, Inc. 
('Parent'), and shall end on the fifth anniversary of the 
consummation of the merger contemplated by the Merger 
Agreement (the 'Merger Date') or, if such merger is not 
consummated, the Effective Date, unless further extended as 
provided in this Section 2 or sooner terminated in the event 
that Executive's employment is terminated pursuant to 
Section 6.  Commencing on the fifth anniversary of the 
Merger Date (or, if there is no Merger Date, on the fifth 
anniversary of the Effective Date) and on each such 
subsequent anniversary, the Term shall automatically be 
extended for one additional year unless, not later than 180 
days prior to such anniversary, the Company or the Executive 
shall have given notice not to extend the Term.  The giving 
by the Company of a notice not to extend the Term shall not 
constitute a termination without Cause or a termination for 
Good Reason (each as defined in Section 6).







              (b)  Parties.  On and after the Merger Date, this 
                   _______                                      
Agreement shall be assigned to and assumed by Parent and all 
references herein to the Company shall mean Parent.  On and 
after the Merger Date, to the extent that the Executive's 
employment is with U.S. Healthcare or Aetna, the obligation 
of the Company hereunder shall include the obligation to 
cause U.S. Healthcare or Aetna to act in accordance with the 
terms hereof.

              3.  Position and Duties.  Prior to the Merger 
                  ___________________                       
Date, the Executive shall serve as an employee of U.S. 
Healthcare with the title of Co-President and Chief Medical 
Administrative Officer of U.S. Healthcare, shall report 
directly to the Chief Executive Officer and shall be 
responsible, together with Mr. Cardillo (referred to herein, 
collectively, as the 'Co-Presidents'), for all of the lines 
of business and operations of U.S. Healthcare (including but 
not limited to all HMO, POS, indemnity health insurance and 
other lines of business and operations, the 'Business').  
From and after the Merger Date, the Business shall also 
include all of the domestic (U.S.) lines of business and 
operations of Aetna Health Plans (including but not limited 
to all Health, Specialty Health and Group Insurance lines of 
business and operations) and the Executive shall assume the 
position of Co-President of the Business.  The Executive 
shall report directly and exclusively to the Chief Executive 
Officer of the Company, and the individuals who serve as the 
Chief Financial Officer, Chief Medical Officer, Senior Sales 
Officer and Chief Legal Officer of U.S. Healthcare as of the 
Effective Date shall report directly and exclusively to the 
Co-Presidents.  The Co-Presidents shall also select and 
appoint those other senior officers who will be reporting 
directly to the Co-Presidents and will be responsible for 
other areas of responsibility for the Business (including 
but not limited to Group Insurance, Information Technology, 
Operations, Sales, National Accounts, Behavioral Health, 
Dental, Pharmacy, Health Education and Human Resources), 
provided, however, that such appointments shall be made only 
in consultation with and with the approval of the Chief 
Executive Officer of the Company.  The Executive shall have 
such additional duties and responsibilities with respect to 
the Business as may be assigned to him by the Chief 
Executive Officer, provided that such duties and 
responsibilities are consistent with the Executive's 
position as Co-President and Chief Medical Administrative 
Officer of U.S. Healthcare.  During the Term, the Executive 
agrees to devote substantially all his full working time, 
attention and energies during normal business hours to the 
performance of his duties for the Company, provided that the 
Executive may continue to participate and engage in 



                             2



activities not associated with the Company consistent with 
the Executive's past practices at U.S. Healthcare.

              4.  Place of Performance.  The principal place of 
                  ____________________                          
employment and office of the Executive shall be in Blue 
Bell, Pennsylvania, or such other location as may be agreed 
to in writing by the Executive.

              5.  Compensation and Related Matters.
                  ________________________________ 

              (a)  Base Salary.  As compensation for the 
                   ___________                           
performance by the Executive of his duties hereunder, the 
Company shall pay the Executive a base salary at an annual 
rate that is no less than the Executive's annual salary rate 
for 1996, including any deferred compensation and interest 
or earnings on such year's deferred compensation under the 
Company's current deferred compensation program (such 
amount, as from time to time in effect, hereinafter referred 
to as 'Base Salary').  Base Salary shall be payable in 
accordance with U.S. Healthcare's normal payroll practices, 
shall be reviewed annually and may be increased upon such 
review.  Base Salary, once increased, may not be decreased.

              (b)  Annual Bonus.  The Executive shall be 
                   ____________                          
entitled to an annual bonus upon the attainment by the 
Company, U.S. Healthcare and/or the Business of reasonable 
performance goals, established in accordance with the past 
practice of U.S. Healthcare.  The Executive's target bonus 
shall be equal to 80% of Base Salary, with appropriate 
increases or decreases upon the attainment of specified 
levels of Company, U.S. Healthcare and/or Business 
performance (such bonus hereinafter referred to as the 
'Annual Bonus'); provided, however, that with respect to 
                 ________  _______                       
fiscal year 1997, in no event shall the Annual Bonus be less 
than 100% of target.  If the Merger Date occurs during the 
fiscal year commencing in 1996, the Company shall pay to the 
Executive for such 1996 fiscal year 100% of the bonus which 
he would have received for the entire 1996 fiscal year as 
determined by U.S. Healthcare.

              (c)  Sign-On Bonus.  Upon the Merger Date, the 
                   _____________                             
Company shall pay the Executive, in cash, an amount equal to 
the sum of (i) the Executive's then-current base salary 
(including deferred compensation and interest or earnings on 
such year's deferred compensation) and (ii) the aggregate 
value of the annual bonus paid or awarded (in cash and in 
shares of U.S. Healthcare common stock) to the Executive in 
respect of 1995, or, if the Merger Date is subsequent to 
December 31, 1996 and if the aggregate value of the annual 
bonus so paid or awarded to the Executive in respect of 1996 




                             3



is higher, such 1996 annual bonus (the sum of such amounts 
hereinafter referred to as the 'Sign-On Bonus').

              (d)  Stay Bonus.  The Executive shall be granted, 
                   __________                                   
as of the Merger Date, that number of restricted shares of 
common stock of Parent ('Parent Stock') which, when 
multiplied by the average closing price per share of Parent 
Stock on the ten trading dates immediately following the 
Merger Date, shall be equal in amount to the Sign-On Bonus 
(the 'Restricted Stock Award').  The Restricted Stock Award 
shall be granted pursuant to a plan (i) that meets the 
requirements of Rule 16b-3 promulgated under Section 16 of 
the Securities Exchange Act of 1934, as amended (the 
'Exchange Act'), (ii) the terms of which are acceptable to 
U.S. Healthcare and (iii) the shares of Company Stock 
reserved for issuance under which shall be registered in a 
timely manner on a Form S-8 (the 'Plan').  Notwithstanding 
any provision of this Agreement to the contrary, the 
Restricted Stock Award shall become vested (i.e., all 
                                            ____      
restrictions with respect thereto shall lapse) on the 
earliest to occur of (x) the second anniversary of the 
Merger Date, (y) a 'change in control of Parent' (as defined 
in the Plan) following the Merger Date, or (z) upon 
termination of the Executive's employment by reason of death 
or Disability (as defined in Section 6 hereof), by the 
Company other than for Cause (as defined in Section 6 
hereof) or by the Executive for Good Reason (as defined in 
Section 6 hereof).  If the Executive's employment is 
terminated by the Executive without Good Reason or by the 
Company for Cause prior to the second anniversary of the 
Merger Date, the Restricted Stock Award shall be forfeited 
in full.  The Restricted Stock Award shall be subject to all 
other terms and conditions of the Plan, the rules and 
regulations thereunder, the applicable provisions of this 
Agreement and the document evidencing its terms and 
conditions reasonably acceptable to Executive.  The 
Restricted Stock Award is in addition to any other equity 
award made to the Executive under paragraph (e) of this 
Section 5 and shall not be offset against or reduce such 
award or any other award, benefit or amount due under this 
Agreement.

              (e)  Future Equity Grants.  In addition to the 
                   ____________________                      
Restricted Stock Award made pursuant to subsection (d) of 
this Section 6, the Executive shall from time to time be 
granted stock options and shares of restricted stock or 
other equity-based awards (collectively, 'Equity Grants') on 
a basis no less favorable than such grants are made to 
similarly situated senior officers of the Company.  Without 
limiting the generality of the foregoing, if the Merger Date 
occurs after Parent has granted awards in respect of 




                             4



calendar year 1997, the Executive shall be entitled to 
receive an Equity Grant in respect of 1997. 

              (f)  Expenses.  The Company shall reimburse the 
                   ________                                   
Executive for all reasonable business expenses, subject to 
the applicable policies and procedures of the Company then 
in force.

              (g)  Vacation.  The Executive shall be entitled to 
                   ________                                      
20 vacation days and that number of personal days and 
holidays as is consistent with U.S. Healthcare's current 
practices (including, with respect to up to the greater of 
25 days or the number of days the Executive has accrued at 
the Effective Date, cash compensation in lieu thereof upon 
termination or expiration of this Agreement) or, if more 
favorable to the Executive, in accordance with the policies 
applicable generally to senior executives of the Company or 
any of its subsidiaries.

              (h)  Services Furnished.  The Company shall 
                   __________________                     
furnish the Executive with appropriate office space and such 
other facilities and services as shall be suitable to the 
Executive's position and adequate for the performance of his 
duties as set forth in Section 3 hereof and on a basis at 
least as favorable as in effect immediately prior to the 
Merger Date, such office space and other facilities and 
services to be furnished at the location set forth in 
Section 4 hereof.

              (i)  Other Benefits.  The Company shall provide to 
                   ______________                                
the Executive such employee benefit plans and arrangements 
as are generally available to senior officers of the Company 
and its subsidiaries, including but not limited to 
retirement benefits, group life insurance, medical and 
dental insurance, and accident and disability insurance, 
which shall be provided on a basis reasonably comparable in 
the aggregate to those provided to him immediately prior to 
the Merger Date or, if more favorable to the Executive in 
the aggregate, to those provided to other senior officers of 
the Company and its subsidiaries.

              (j)  Restrictions on Sale of Securities; Payment
                   ___________________________________________
of Taxes.  From the date hereof to the earlier of the Merger 
________                                                     
Date or the date on which the transaction contemplated by 
the Merger Agreement is abandoned, the Executive agrees that 
he will not sell or otherwise dispose of any shares of the 
common stock of U.S. Healthcare ('U.S. Healthcare Stock'), 
including shares subject to option, except for the partial 
cash-out of such shares and options in connection with the 
transaction contemplated by the Merger Agreement.  During 
the one-year period following the Merger Date, the Executive 




                             5



agrees that, so long as he remains employed by the Company 
or any of its subsidiaries, he will not sell or otherwise 
dispose of any shares or option shares of Parent Stock.  
Nothing herein shall prohibit the Executive from 
transferring any shares of U.S. Healthcare Stock or Parent 
Stock to a 'Permitted Transferee,' as defined in Article 
5A.III of the U.S. Healthcare Articles of Incorporation.  In 
consideration of the Executive's agreement under this 
Section 5, the Company shall promptly reimburse the 
Executive for any and all income, wage and employment taxes 
(and any and all income and employment taxes on the 
reimbursement amount), payable by the Executive as the 
result of the acceleration of the vesting of restricted 
shares of U.S. Healthcare Stock on the Effective Date or as 
the result of the partial cash-out of shares of U.S. 
Healthcare Stock still subject to option on the Merger Date.  
In no event shall Executive be reimbursed for any income, 
wage or employment taxes that result from the exercise of 
any options.

              6.  Termination.  The Executive's employment 
                  ___________                              
hereunder may be terminated as follows:

              (a)  Death.  The Executive's employment shall 
                   _____                                    
terminate upon his death, and the date of his death shall be 
the Date of Termination.

              (b)  Disability.  If, as a result of the 
                   __________                          
Executive's incapacity due to physical or mental illness (as 
determined by a medical doctor mutually agreed to by the 
Executive or his legal representative and the Company), the 
Executive shall have been absent from his duties hereunder 
on a full-time basis for the entire period of six 
consecutive months and, within thirty (30) days after 
written Notice of Termination (as defined in subsection (f) 
of this Section 6) is given, shall not have returned to the 
performance of his duties hereunder on a full-time basis 
('Disability'), the Company may terminate the Executive's 
employment hereunder.  In this event, the Date of 
Termination shall be thirty (30) days after Notice of 
Termination is given (provided that the Executive shall not 
have returned to the performance of his duties on a full-
time basis during such thirty (30) day period).

              (c)  Cause.  The Company may terminate the 
                   _____                                 
Executive's employment in the event there occurs one or more 
of the following events that has not been cured (if curable) 
within thirty (30) days after written notice thereof has 
been given by the Company to the Executive ('Cause'); 
provided that the Company shall have delivered a written 
notice to the Executive within 120 days of its having actual 




                             6



knowledge of the occurrence of any of such events stating 
that the Company intends to terminate the Executive's 
employment for Cause and specifying the factual basis for 
such termination:

              (i) the willful failure by the Executive to 
      perform substantially the Executive's duties as an 
      employee of the Company (other than due to physical or 
      mental illness or after the delivery of a Notice of 
      Termination for Good Reason by the Executive pursuant 
      to subsection (f) of this Section 6); 

              (ii) the Executive's engaging in misconduct 
      that is materially injurious to the Company or any 
      subsidiary or any affiliate of the Company;

              (iii) the Executive's having been convicted 
      of, or entered a plea of nolo contendere to, a crime 
                               ____ __________             
      that constitutes a felony;

              (iv) the material breach by the Executive of 
      any written covenant or agreement not to compete with 
      the Company or any subsidiary or any affiliate; or 

              (v) the breach by the Executive of his duty 
      of loyalty to the Company which shall include, without 
      limitation (A) the disclosure by the Executive of any 
      confidential information pertaining to the Company or 
      any subsidiary or any affiliate of the Company, other 
      than (x) in the ordinary course of the performance of 
      his duties on behalf of the Company or (y) pursuant to 
      a judicial or administrative subpoena from a court or 
      governmental authority with jurisdiction over the 
      matter in question, (B) the harmful interference by the 
      Executive in the business or operations of the Company 
      or any subsidiary or any affiliate of the Company, (C) 
      any attempt by the Executive to induce any employee, 
      insurance agent, insurance broker or broker-dealer of 
      the Company or any subsidiary or any affiliate to be 
      employed or perform services elsewhere, other than 
      actions taken by the Executive that are intended to 
      benefit the Company or any subsidiary or affiliate and 
      do not benefit the Executive financially other than as 
      an employee or stockholder of the Company, (D) any 
      attempt by the Executive to solicit the trade of any 
      customer or supplier, or prospective customer or 
      supplier, of the Company on behalf of any person other 
      than the Company or a subsidiary thereof, other than 
      actions taken by the Executive that are intended to 
      benefit the Company or any subsidiary or affiliate and 
      do not benefit the Executive financially other than as 




                             7



      an employee or stockholder of the Company, provided, 
                                                 ________  
      however, that this provision shall only apply to any 
      _______                                              
      product or service which is in competition with a 
      product or service of the Company or any subsidiary or 
      affiliate thereof or (E) following the Merger Date, any 
      breach or violation of the Company's Code of Conduct, 
      as amended from time to time sufficient to warrant a 
      for Cause termination consistent with the Company's 
      past practice, consistently applied.

Notwithstanding the foregoing, (x) the failure of the 
Executive, the Company, U.S. Healthcare or the Business to 
achieve any particular level of performance shall not, in 
and of itself, constitute Cause hereunder, (y) neither a 
breach of the Executive's duty of loyalty to the Company as 
described in subclause (A) nor a breach of the Company's 
Code of Conduct as described in subclause (E) shall 
constitute Cause hereunder unless such breach has had or 
could reasonably be expected to have a significant adverse 
effect on the business or reputation of the Company and (z) 
the occurrence of any of the events described above, if done 
inadvertently or of de minimis effect, shall not constitute 
'Cause'. 

              (d)  Good Reason.  The Executive may terminate his 
                   ___________                                   
employment in the event there occurs one or more of the 
following events, without the written consent of the 
Executive, that has not been cured (if curable) within 
thirty (30) days after written notice thereof has been given 
by the Executive to the Company ('Good Reason'); provided 
that the Executive shall have delivered a written notice to 
the Chief Executive Officer of the Company within 120 days 
of his having actual knowledge of the occurrence of the 
event or events constituting Good Reason stating that he 
intends to terminate his employment for Good Reason and 
specifying the factual basis for such termination:

              (i)  a reduction in the Executive's annual 
      Base Salary or incentive compensation opportunity as 
      provided under Sections 5(a) and (b);

              (ii)  a reduction in the Executive's 
      positions, an adverse change in the Executive's 
      reporting relationship or a material reduction in the 
      Executive's duties and responsibilities, in each case 
      from those described in Section 3 hereof;

              (iii)  the relocation of the Executive's 
      principal place of employment to a location more than 
      20 miles from the location at which he performed his 
      principal duties on the date immediately prior to such 




                             8



      relocation, or requiring the Executive to perform the 
      principal portion of his duties in the greater 
      Hartford, Connecticut area;

              (iv)  a breach of the obligation to provide 
      the Executive with the benefits required to be provided 
      in accordance with Section 5(i);

              (v)  a failure by the Company to pay any 
      amounts due and owing to the Executive within 10 days 
      following written notice from the Executive of such 
      failure to pay; 

              (vi)  any other material breach of the 
      Company's obligations to the Executive hereunder that 
      materially affects the compensation or benefits payable 
      to Executive or materially impairs the Executive's 
      ability to perform the duties and responsibilities of 
      his position;

              (vii)  the failure of the Company to obtain 
      the assumption and agreement in writing of its 
      obligation to perform this Agreement in accordance with 
      Section 12(a) hereof (A) by Parent on the Merger Date 
      and (B) following the Merger Date, by any successor to 
      Parent on the effective date of such succession; or

              (viii)  a breach of Section 7.11(c) of the 
      Merger Agreement.

The Executive's continued employment shall not constitute 
consent to, or a waiver of rights with respect to, any act 
or failure to act constituting Good Reason hereunder.  In 
the event of a termination for Good Reason, the Date of 
Termination shall be the date specified in the Notice of 
Termination, which shall be no more than thirty (30) days 
after the Notice of Termination.

              (e)  Other Terminations.  If the Executive's 
                   __________________                      
employment is terminated hereunder for any reason other than 
as set forth in subsections (a) through (d) of this Section 
6, the date on which a Notice of Termination is given or any 
later date (within 30 days) set forth in such Notice of 
Termination shall be the Date of Termination.

              (f)  Notice of Termination.  Any purported 
                   _____________________                 
termination of the Executive's employment (other than 
termination pursuant to subsection (a) of this Section 6) 
shall be communicated by written Notice of Termination to 
the other party hereto in accordance with Section 13 hereof.  
For purposes of this Agreement, a 'Notice of Termination' 




                             9



shall mean a notice that shall indicate the specific 
termination provision in this Agreement relied upon and 
shall set forth in reasonable detail the facts and 
circumstances claimed to provide a basis for termination of 
the Executive's employment under the provision so indicated.  
In addition, prior to the second anniversary of the Merger 
Date, a Notice of Termination is required to include a copy 
of a resolution duly adopted by the affirmative vote of not 
less than two-thirds of the entire membership of the Board, 
(which two-thirds must include Leonard Abramson or a U.S. 
Healthcare designee) at a meeting of such Board which was 
called and held for the purpose of considering such 
termination.

              (g)  Dispute Concerning Termination.  If within 
                   ______________________________             
fifteen (15) days after any Notice of Termination (other 
than with respect to a termination of the Executive's 
employment by the Company without Cause) is given, or, if 
later, prior to the Date of Termination (as determined 
without regard to this Section 6(g)), the party receiving 
such Notice of Termination notifies the other party that a 
dispute exists concerning the termination, the Date of 
Termination shall be extended until the earlier of (i) the 
date on which the Term ends or (ii) the date on which the 
dispute is finally resolved, either by mutual written 
agreement of the parties or by binding arbitration; 
provided, however, that the Date of Termination shall be 
________  _______                                        
extended by a notice of dispute given by the Executive only 
if such notice is given in good faith and the Executive 
pursues the resolution of such dispute with reasonable diligence.

              (h)  Compensation During Dispute.  If the Date of 
                   ___________________________                  
Termination is extended in accordance with subsection (g) of 
this Section 6, the Company shall continue to pay the 
Executive the full compensation in effect when the notice 
giving rise to the dispute was given (including, but not 
limited to, Base Salary and Annual Bonus) and continue the 
Executive as a participant in all compensation, benefit and 
insurance plans in which the Executive was participating 
when the notice giving rise to the dispute was given, until 
the Date of Termination, as determined in accordance with 
subsection (g) of this Section 6.  Amounts paid under this 
Section 6(h) shall not be offset against or reduce any other 
amounts due under Section 7 of this Agreement.

              7.  Compensation During Disability or Upon 
                  _______________________________________
Termination.
___________ 

              (a)  Disability Period.  During any period that 
                   _________________                          
the Executive fails to perform his duties hereunder as a 




                             10



result of incapacity due to physical or mental illness 
('Disability Period'), the Executive shall continue to (i) 
receive his full Base Salary, (ii) remain eligible to 
receive an Annual Bonus under Section 5(b) hereof, and (iii) 
participate in the programs described in Section 5(i) hereof 
(except to the extent such participation is not permitted 
under the terms of such programs).  Such payments made to 
the Executive during the Disability Period shall be reduced 
by the sum of the amounts, if any, payable to the Executive 
at or prior to the time of any such payment under disability 
benefit plans of the Company or under the Social Security 
disability insurance program, and which amounts were not 
previously applied to reduce any such payment.

              (b)  Death.  If the Executive's employment 
                   _____                                 
hereunder is terminated as a result of death, then:

                   (i)  the Company shall pay the Executive's 
      estate or designated beneficiary, as soon as 
      practicable after the Date of Termination, (A) any 
      amounts earned, accrued or owing the Executive 
      hereunder for services prior to the Date of Termination 
      (including accrued deferred compensation and unused 
      vacation and personal time) and (B) for a period of one 
      year following the Date of Termination, such Base 
      Salary and Annual Bonus as the Executive would have 
      received during such period had he remained in the 
      employ of the Company;

                   (ii)  the vesting and exercisability of all 
      then outstanding equity-based awards shall be governed, 
      as applicable, in accordance with Section 5(d) of this 
      Agreement or the terms of the U.S. Healthcare or Aetna, 
      as the case may be, document under which they were 
      initially granted (except that the vesting of awards 
      granted under the U.S. Healthcare incentive plans prior 
      to the Effective Date shall be governed by Section 1.7 
      of the Merger Agreement); and

                   (iii)  the Company shall have no additional 
      obligations to the Executive under this Agreement 
      except to the extent otherwise provided in the 
      applicable plans and programs of the Company.

                   (c)  Disability.  If the Executive's employment 
                        __________                                 
      hereunder is terminated as a result of Disability, then:

                        (i)  the Company shall pay the Executive, as 
      soon as practicable after the Date of Termination, (A) 
      any amounts earned, accrued or owing the Executive 
      hereunder for services prior to the Date of Termination 




                             11



      (including accrued deferred compensation and unused 
      vacation and personal time) and (B) for a period of one 
      year following the Date of Termination, such Base 
      Salary and Annual Bonus as the Executive would have 
      received during such period had he remained in the 
      employ of the Company, offset by any amounts received 
      by the Executive pursuant to subsection (ii) of this 
      Section 7(c); 

                        (ii)  the Executive shall receive, until the 
      date the Executive reaches age 65 or, if earlier, until 
      his death, the salary-related disability benefits 
      provided in accordance with, and subject to the 
      conditions of, the long-term disability program then in 
      effect for senior executives of the Company;

                        (iii)  the vesting and exercisability of all 
      then outstanding equity-based awards shall be governed, 
      as applicable, in accordance with Section 5(d) of this 
      Agreement or the terms of the U.S. Healthcare or Aetna, 
      as the case may be, document under which they were 
      initially granted (except that the vesting of awards 
      granted under the U.S. Healthcare incentive plans prior 
      to the Effective Date shall be governed by Section 1.7 
      of the Merger Agreement); and

                        (iv)  the Company shall have no additional 
      obligations to the Executive under this Agreement 
      except to the extent otherwise provided in the 
      applicable plans and programs of the Company.

              (d)  Termination by Company for Cause or By 
                   _______________________________________
Executive other than for Good Reason.  If the Executive's 
____________________________________                      
employment hereunder is terminated by the Company for Cause or by 
the Executive (other than for Good Reason), then:

                   (i)  the Company shall pay the Executive, as 
      soon as practicable after the Date of Termination, any 
      amounts earned, accrued or owing the Executive 
      hereunder for services prior to the Date of Termination 
      (including accrued deferred compensation and unused 
      vacation and personal time);

                   (ii)  the vesting and exercisability of all 
      then outstanding equity-based awards shall be governed, 
      as applicable, in accordance with Section 5(d) of this 
      Agreement or the terms of the U.S. Healthcare or Aetna, 
      as the case may be, document under which they were 
      initially granted (except that the vesting of awards 
      granted under the U.S. Healthcare incentive plans prior 




                             12



      to the Effective Date shall be governed by Section 1.7 
      of the Merger Agreement); and

                   (iii)  the Company shall have no additional 
      obligations to the Executive under this Agreement 
      except to the extent otherwise provided in the 
      applicable plans and programs of the Company.

              (e)  Termination by Company without Cause or by 
                   ___________________________________________
the Executive with Good Reason.  If the Executive's 
______________________________                      
employment hereunder is terminated by the Company (other 
than for Cause or Disability) or by the Executive for Good 
Reason, then:

                   (i)  the Company shall pay the Executive, as 
      soon as practicable after the Date of Termination, any 
      amounts earned, accrued or owing the Executive 
      hereunder for services prior to the Date of Termination 
      (including accrued deferred compensation and unused 
      vacation and personal time);

                   (ii)  notwithstanding any provision of any 
      annual bonus plan to the contrary, the Company shall 
      pay to the Executive, as soon as practicable after the 
      Date of Termination, a lump sum amount, in cash, equal 
      to the sum of (A) any annual bonus which has been 
      allocated or awarded to the Executive for a completed 
      fiscal year preceding the Date of Termination under any 
      such plan and which, as of the Date of Termination, is 
      contingent only upon the continued employment of the 
      Executive to a subsequent date, and (B) a pro rata 
      portion to the Date of Termination of the aggregate 
      value of all contingent annual bonus awards to the 
      Executive for all then uncompleted fiscal years (other 
      than the fiscal year commencing in 1996) under any such 
      plan, calculated as to each such award by multiplying 
      the award that the Executive would have earned for the 
      entire performance award period, assuming the 
      achievement, at the target level, of the individual and 
      corporate performance goals established with respect to 
      such award, by the fraction (the 'Fraction') obtained 
      by dividing the number of full months and any 
      fractional portion of a month during such performance 
      award period through the Date of Termination by the 
      total number of months contained in such performance 
      award period; provided, however, that, in the event 
                    ________  _______                     
      that the Executive's actual award (the 'Actual Award') 
      would have exceeded the target award had he remained in 
      the employ of the Company until the end of any such 
      performance award period, then the Company shall pay 
      the Executive, as soon as practicable following the end 




                             13



      of such period, an amount equal to the product of the 
      Fraction and the excess of the Actual Award over the 
      target award; and

                   (iii)  the Company shall pay to the Executive a 
      severance payment in cash, 50% of which is payable in a 
      lump sum on the Date of Termination and, subject to the 
      Executive's continued compliance with the applicable 
      provisions of Section 10 hereof (provided that the 
      Executive be given an opportunity to cure (if curable) 
      any breach of such Section 10 in accordance with 
      Section 10(d) hereof), the remaining 50% of which is 
      payable in a lump sum on the first anniversary of the 
      Date of Termination, equal to three times the sum of 
      (A) the higher of the Executive's Base Salary as in 
      effect immediately prior to the occurrence of the event 
      or circumstance upon which the Notice of Termination is 
      based and the Executive's annual base salary (including 
      amounts deferred and any interest accrued thereon) in 
      effect immediately prior to the Merger Date, and (B) 
      the then current target annual bonus;

                   (iv)  (A) the exercisability of all then 
      outstanding equity-based awards granted under the U.S. 
      Healthcare incentive plans prior to the Merger Date 
      shall be governed in accordance with the terms of such 
      U.S. Healthcare incentive plans, (B) the vesting of 
      restricted stock awards granted pursuant to Section 
      5(d) shall be governed in accordance with the terms of 
      such Section and (C) all then outstanding equity-based 
      awards granted under the Parent incentive plans shall 
      continue to vest over the one year period following the 
      Date of Termination and be exercisable through the 90 
      day period following such one year period;

                   (v)  for the thirty-six (36) month period 
      immediately following the Date of Termination, the 
      Company shall arrange to provide the Executive with 
      life, disability, accident and health insurance 
      benefits ('Insurance Benefits') and with pension plan 
      benefits substantially similar, and on substantially 
      similar terms, to those which the Executive is 
      receiving immediately prior to the Notice of 
      Termination or the economic equivalent thereof, which 
      provision of Insurance Benefits shall satisfy all of 
      the conditions necessary to avoid the imposition of any 
      tax under section 4980B of the Code.  Insurance 
      Benefits otherwise receivable by the Executive pursuant 
      to this Section 7(e)(v) shall be reduced to the extent 
      comparable benefits are actually received by, or made 
      available to, the Executive without cost during the 




                             14



      thirty-six (36) month period following the Executive's 
      termination of employment (and any such benefits 
      actually received by or made available to the Executive 
      shall be reported to the Company by the Executive);

                   (vi)  if the Executive would have become 
      entitled to benefits under the Company's postretirement 
      health care or life insurance plans, as in effect 
      immediately prior to the Effective Date (or, if there 
      is a Merger Date, immediately prior to the Merger Date) 
      or the Date of Termination (whichever is more favorable 
      to the Executive), had the Executive's employment 
      terminated on the date which is thirty-six (36) months 
      after the Date of Termination, the Company shall 
      provide such postretirement health care or life 
      insurance benefits to the Executive and the Executive's 
      dependents commencing on the later of (A) the date on 
      which such coverage would have first become available 
      (disregarding for these purposes the thirty-six (36) 
      month period referred to above) and (B) the date on 
      which benefits described in subsection (v) of this 
      Section 7(e) shall terminate; and

                   (vii)  the Company shall have no additional 
      obligations to the Executive under this Agreement 
      except to the extent otherwise provided in the 
      applicable plans and programs of the Company.

         8.  Gross-Up for Excise Tax.  (a)  Whether or not 
             _______________________                       
the Executive becomes entitled to any payments under Section 
7 hereof, if any payments or benefits received or to be 
received by the Executive (whether pursuant to Section 5 
hereof or any other provision of this Agreement or any other 
plan, arrangement or agreement with the Company or, with 
respect to his employment by the Company, with any other 
person (such payments or benefits, excluding the Gross-Up 
Payment described herein, being hereinafter referred to as 
the 'Total Payments') will be subject to any excise tax 
imposed under section 4999 of the Internal Revenue Code of 
1986, as amended (the 'Excise Tax'), the Company shall pay 
to the Executive an additional amount (the 'Gross-Up 
Payment') such that the net amount retained by the 
Executive, after deduction of any Excise Tax on the Total 
Payments and any federal, state and local income and 
employment taxes and Excise Tax upon the Gross-Up Payment, 
shall be equal to the Total Payments.

         (b)  For purposes of determining whether any of 
the Total Payments will be subject to the Excise Tax and the 
amount of such Excise Tax, (i) all of the Total Payments 
shall be treated as 'parachute payments' (within the meaning 




                             15



of section 280G(b)(2) of the Code) unless, in the opinion of 
Tax Counsel, a reasonable basis exists for determining that 
such payments or benefits (in whole or in part) do not 
constitute parachute payments, including by reason of 
section 280G(b)(4)(A) of the Code, (ii) all 'excess 
parachute payments' within the meaning of section 280G(b)(1) 
of the Code shall be treated as subject to the Excise Tax 
unless, in the opinion of Tax Counsel, a reasonable basis 
exists for determining that such excess parachute payments 
(in whole or in part) represent reasonable compensation for 
services actually rendered (within the meaning of section 
280G(b)(4)(B) of the Code) in excess of the 'base amount' 
(within the meaning of section 280G(b)(3) of the Code) 
allocable to such reasonable compensation, or are otherwise 
not subject to the Excise Tax, and (iii) the value of any 
noncash benefits or any deferred payment or benefit shall be 
determined by the Auditor in accordance with the principles 
of sections 280G(d)(3) and (4) of the Code.  For purposes of 
determining the amount of the Gross-Up Payment, the 
Executive shall be deemed to pay federal income tax at the 
highest marginal rate of federal income taxation in the 
calendar year in which the Gross-Up Payment is to be made 
and state and local income taxes at the highest marginal 
rate of taxation in the state and locality of the 
Executive's residence on the Date of Termination (or if 
there is no Date of Termination, then the date on which the 
Gross-Up Payment is calculated for purposes of this Section 
8), net of the maximum reduction in federal income taxes 
which could be obtained from deduction of such state and 
local taxes.

         (c)  In the event that the Excise Tax is finally 
determined to be less than the amount taken into account 
hereunder in calculating the Gross-Up Payment, the Executive 
shall repay to the Company, at the time that the amount of 
such reduction in Excise Tax is finally determined, the 
portion of the Gross-Up Payment attributable to such 
reduction (plus that portion of the Gross-Up Payment 
attributable to the Excise Tax and federal, state and local 
income and employment taxes imposed on the Gross-Up Payment 
being repaid by the Executive to the extent that such 
repayment results in a reduction in Excise Tax and/or a 
federal, state or local income or employment tax deduction) 
plus interest on the amount of such repayment at 120% of the 
rate provided in section 1274(b)(2)(B) of the Code.  In the 
event that the Excise Tax is determined to exceed the amount 
taken into account hereunder in calculating the Gross-Up 
Payment (including by reason of any payment the existence or 
amount of which cannot be determined at the time of the 
Gross-Up Payment), the Company shall make an additional 
Gross-Up Payment in respect of such excess (plus any 




                             16



interest, penalties or additions payable by the Executive 
with respect to such excess) at the time that the amount of 
such excess is finally determined.  The Executive and the 
Company shall each reasonably cooperate with the other in 
connection with any administrative or judicial proceedings 
concerning the existence or amount of liability for Excise 
Tax with respect to the Total Payments.

         9.  Mitigation.  The Executive shall not be 
             __________                              
required to mitigate amounts payable pursuant to Section 7 
hereof by seeking other employment or otherwise, nor, except 
as provided in Section 7(e)(v), shall there be any offset 
against such payments on account of (a) any remuneration 
attributable to any subsequent employment that he may obtain 
or (b) any claims the Company may have against the 
Executive.

         10.  Noncompetition and Confidentiality.
              __________________________________ 

         (a)  Noncompetition.  Prior to, and for a period 
              ______________                              
of one year following, termination of the Executive's 
employment during the Term other than by the Company without 
Cause or by the Executive for Good Reason, the Executive 
shall not become associated, whether as a principal, 
partner, employee, consultant or shareholder (other than as 
a holder of not in excess of 1% of the outstanding voting 
shares of any publicly traded company), with any entity that 
is actively engaged in any geographic area in any business 
which is in substantial and direct competition with the 
Business; provided, however, nothing in this Section 10(a) 
shall preclude the Executive from performing services solely 
and exclusively for a division or subsidiary of such an 
entity that is engaged in a noncompetitive business.

         (b)  Nondisclosure, Nonsolicitation and
              __________________________________
Cooperation.
___________ 

              (i)  the Executive shall not (except to the 
     extent required by an order of a court having competent 
     jurisdiction or under subpoena from an appropriate 
     government agency) disclose to any third person, 
     whether during or subsequent to the Executive's 
     employment with the Company, any trade secrets; 
     customer lists; product development and related 
     information; marketing plans and related information; 
     sales plans and related information; operating policies 
     and manuals; business plans; financial records; or 
     other financial, commercial, business or technical 
     information related to the Company or any subsidiary or 
     affiliate thereof unless such information has been 
     previously disclosed to the public by the Company or 




                             17



     has become public knowledge other than by a breach of 
     this Agreement; provided, however, that this limitation 
                     ________  _______                       
     shall not apply to any such disclosure made while the 
     Executive is employed by the Company, or any subsidiary 
     or affiliate thereof in the ordinary course of the 
     performance of the Executive's duties;

              (ii)  prior to, and for two years following, 
     termination of the Executive's employment during the 
     Term, the Executive shall not attempt to induce any 
     employee or Insurance Agent (as defined below) employed 
     by or performing services for the Business to be 
     employed or perform services elsewhere, provided that 
     this covenant shall not preclude the Executive from 
     taking any actions during the Term that (x) are 
     intended to benefit the Company or any subsidiary or 
     affiliate and (y) do not benefit the Executive 
     financially other than as an employee or stockholder of 
     the Company;

              (iii)  prior to, and for two years following, 
     termination of the Executive's employment during the 
     Term, the Executive shall not attempt to induce any 
     insurance agent or agency, insurance broker, broker-
     dealer or supplier of the Business to cease providing 
     services to the Business, provided that this covenant 
     shall not preclude the Executive from taking any 
     actions during the Term that (x) are intended to 
     benefit the Company or any subsidiary or affiliate and 
     (y) do not benefit the Executive financially other than 
     as an employee or stockholder of the Company; and

              (iv)  prior to, and for two years following, 
     termination of the Executive's employment during the 
     Term, the Executive shall not attempt to solicit, on 
     behalf of any person or entity other than the Business, 
     the trade of any individual or entity which, at the 
     time of the solicitation, is a customer of the 
     Business, or which the Business is undertaking 
     reasonable steps to procure as a customer at the time 
     of or immediately preceding termination of the Term; 
     provided, however, that this limitation shall only 
     ________  _______                                  
     apply to (x) any product or service which is in 
     competition with a product or service of the Business 
     and (y) with respect to any customer with whom the 
     Executive has or had (by virtue of the Executive's 
     position or otherwise) a personal relationship.

Solely for purposes of subsection (b)(ii) of this Section 
10, the term 'Insurance Agent' shall mean those insurance 
agents or agencies representing the Company or any 




                             18



subsidiary or affiliate thereof, that are exclusive or 
career agents or agencies of the Company or any subsidiary 
or affiliate thereof, or any insurance agents or agencies 
which derive 50% or more of their business revenue from the 
Company or any subsidiary or affiliate thereof (calculated 
on an aggregate basis for the 12-month period prior to the 
date of determination or such other similar period for which 
such information is more readily available).

              (c)  Company Property.  Promptly following the 
                   ________________                          
Executive's termination of the Executive's employment, the 
Executive shall return to the Company all property of the 
Company, and all copies thereof in the Executive's 
possession or under his control.

              (d)  Intention of the Parties.  If any provision 
                   ________________________                    
of Section 10 is determined by an arbitrator (or a court of 
competent jurisdiction asked to enforce the decision of the 
arbitrator) not to be enforceable in the manner set forth in 
this Agreement, the Company and Executive agree that it is 
the intention of the parties that such provision should be 
enforceable to the maximum extent possible under applicable 
law and that such arbitrator (or court) shall reform such 
provision to make it enforceable in accordance with the 
intent of the parties.  Executive acknowledges that a 
material part of the inducement for the Company to provide 
the salary and benefits evidenced hereby is Executive's 
covenants set forth in Section 10(a), (b) and (c) and that 
the covenants and obligations of Executive with respect to 
nondisclosure and nonsolicitation relate to special, unique 
and extraordinary matters and that a violation of any of the 
terms of such covenants and obligations will cause the 
Company irreparable injury for which adequate remedies are 
not available at law.  Therefore, Executive agrees that, if 
Executive shall materially breach any of those covenants 
following termination of employment and such breach is not 
cured (if curable) within ten (10) days following receipt of 
written notification thereof that specifies the manner in 
which the Company believes the Executive has breached such 
covenants, the Company shall have no further obligation to 
pay Executive any benefits otherwise payable under Sections 
7(e)(iii), (v) and (vi) and the Company shall be entitled to 
an injunction, restraining order or such other equitable 
relief (without the requirement to post a bond) restraining 
Executive from committing any violation of the covenants and 
obligations contained in Section 10(a), (b) and (c).  The 
remedies in the preceding sentence are cumulative and are in 
addition to any other rights and remedies the Company may 
have at law or in equity as an arbitrator (or court) shall 
reasonably determine.




                             19



              (e)  Waiver.  Without limiting the generality of 
                   ______                                      
the foregoing, upon request of the Executive prior to 
engaging in any conduct otherwise prohibited by this Section 
10, the Company may, in its sole discretion, waive in 
writing, on such terms and conditions as it may deem 
appropriate, any violation of this Section 10 which would 
otherwise occur due to such conduct.

              11.  Indemnification; Attorneys' Fees.  The 
                   ________________________________       
Company shall indemnify the Executive to the full extent 
authorized by law and the Charter and By-Laws of the 
Company, as applicable, for all expenses, costs, liabilities 
and legal fees which the Executive may incur in the 
discharge or course of his duties hereunder.  The Executive 
shall be insured under the Company's Directors' and 
Officers' Liability Insurance Policy as in effect from time 
to time.  The Executive shall be deemed a third party 
beneficiary with respect to Section 7.6 of the Merger 
Agreement and, as such, shall have the right to enforce such 
provisions as if he were party to the Merger Agreement.  In 
connection with any dispute or proceeding arising under this 
Agreement where the Executive is ultimately the 
substantially prevailing party, the Company shall promptly 
reimburse Executive for all costs, including without 
limitation the reasonable attorneys' fees of any attorney of 
the Executive's choosing, incurred by the Executive in any 
such dispute or proceeding arising under this Agreement.  
Any termination of the Executive's employment or of this 
Agreement shall have no effect on the continuing operation 
of this Section 11.

              12.  Successors; Binding Agreement.
                   _____________________________ 

              (a)  Company's Successors.  The Company shall 
                   ____________________                     
require any successor (whether direct or indirect, by 
purchase, merger, consolidation or otherwise) to all or 
substantially all of the business and/or assets of the 
Company to expressly assume and agree to perform this 
Agreement in the same manner and to the same extent that the 
Company would be required to perform it if no such 
succession had taken place.  As used in this Agreement, 
'Company' shall mean the Company as hereinbefore defined and 
any successor to its business and/or assets as aforesaid 
which executes and delivers the agreement provided for in 
this Section 12 or which otherwise becomes bound by all the 
terms and provisions of this Agreement by operation of law.  
This Agreement shall not otherwise be assignable by the 
Company.

              (b)  Executive's Successors.  This Agreement shall 
                   ______________________                        
not be assignable by the Executive.  This Agreement and all 




                             20



rights of the Executive hereunder shall inure to the benefit 
of and be enforceable by the Executive's personal or legal 
representatives, executors, administrators, successors, 
heirs, distributees, devisees and legatees.  Upon the 
Executive's death, all amounts to which he is entitled 
hereunder, unless otherwise provided herein, shall be paid 
in accordance with the terms of this Agreement to the 
Executive's devisee, legatee, or other designee or, if there 
be no such designee, to the Executive's estate.

              13.  Notices.  For the purpose of this Agreement, 
                   _______                                      
notices and all other communications provided for in the 
Agreement shall be in writing and shall be deemed to have 
been duly given when delivered or received by facsimile or 
three (3) days after mailing by United States certified 
mail, return receipt requested, postage prepaid, addressed, 
if to the Executive, to the address inserted below the 
Executive's signature on the final page hereof and, if to 
the Company, to the attention of the General Counsel except 
where this Agreement provides otherwise.  Notice of change 
of address or addressee shall be effective only upon actual 
receipt.

              14.  Disputes.  This Agreement shall be construed 
                   ________                                     
in accordance with and governed by the law of the 
Commonwealth of Pennsylvania (without regard to principles 
of conflict of laws).  All claims and controversies related 
to or stemming from this Agreement or the Executive's 
employment with the Company, except actions for equitable 
relief pending an arbitration award, shall be submitted to 
binding arbitration in Blue Bell, Pennsylvania by a panel of 
three neutral arbitrators under the Commercial Arbitration 
Rules of the American Arbitration Association.  Judgment 
upon an award of the arbitrators may be entered and enforced 
in any court having jurisdiction.

              15.  Miscellaneous.  No provision of this 
                   _____________                        
Agreement may be modified, waived or discharged unless such 
waiver, modification or discharge is agreed to in writing 
and signed by the Executive and such officer as may be 
specifically designated by the Board.  No waiver by either 
party hereto at any time of any breach by the other party 
hereto of, or of any lack of compliance with, any condition 
or provision of this Agreement to be performed by such other 
party shall be deemed a waiver of similar or dissimilar 
provisions or conditions at the same or at any prior or 
subsequent time.  All references to sections of the Exchange 
Act or the Code shall be deemed also to refer to any 
successor provisions to such sections.  Subject to the 
provisions of Section 5(j) and 8 hereof, payments provided 
for hereunder shall be paid net of any applicable 




                             21



withholding required under federal, state or local law and 
any additional withholding to which the Executive has 
agreed.  The obligations of the Company and the Executive 
under this Agreement which by their nature may require 
either partial or total performance after the expiration of 
the Term shall survive such expiration.  The invalidity or 
unenforceability of any provision of this Agreement shall 
not affect the validity or enforceability of any other 
provision of this Agreement, which shall remain in full 
force and effect.

              16.  Counterparts.  This Agreement may be executed 
                   ____________                                  
in one or more counterparts, each of which shall be deemed 
to be an original but all of which together will constitute 
one and the same instrument.

              17.  Entire Agreement.  This Agreement between the 
                   ________________                              
Company and the Executive sets forth the entire agreement of 
the parties hereto in respect of the subject matter 
contained herein and supersedes, as of the Effective Date, 
all prior agreements, promises, covenants, arrangements, 
communications, representations or warranties, whether oral 
or written, by the parties hereto in respect of the subject 
matter contained herein; and any prior agreement of the 
parties hereto in respect of the subject matter contained 
herein shall be terminated and canceled as of the Effective 
Date.


                             22


              IN WITNESS WHEREOF, the parties hereto have executed 
this Agreement on March 30, 1996 to be effective as of the 
Effective Date.

                             U.S. Healthcare

                             By:_____________________
                                 Name:
                                 Title:


                             __________________________
                             Joseph Sebastianelli

                             __________________________
                             __________________________
                             __________________________
                             Address of Executive

                             23