Restricted Stock Plan

Exhibit 10(iii)
_______________


USLIFE CORPORATION
RESTRICTED STOCK PLAN
(AS AMENDED EFFECTIVE SEPTEMBER 1, 1995)


1. Purpose


The purpose of the USLIFE Corporation Restricted Stock Plan
(the "Plan") is to promote the growth and profitability of
USLIFE Corporation (the "Company") and its subsidiaries by
providing the incentive of long-term equity rewards
consisting of the common stock of the Company (the "Common
Stock"), subject to certain restrictions as provided herein,
to those executive officers of the Company and its
subsidiaries who have had, and who are expected to continue
to have, a significant impact on the performance of the
Company, to encourage such officers to remain with the
Company and to further identify their interests with those
of the Company's shareholders.


2. Definitions


For purposes of the Plan, the following terms shall have the
meanings indicated:


(a) "Board of Directors" or "Board" shall mean the Board of
Directors of the Company.


(b) "Cause" shall mean the existence of circumstances
whereby a termination of a Participant's employment by
the Company is permitted under applicable law and
without liability under the provisions of the
employment agreement, if any, between such Participant
and the Company.


(c) "Change in Control" shall mean (i) a merger or
consolidation to which the Company is a party and for
which the approval of any shareholders of the Company
is required; (ii) any "person" (as such term is used in
Sections 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934, as amended) becoming the beneficial owner,
directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power
of the Company's then outstanding securities; (iii) a
sale or transfer of substantially all of the assets of
the Company; or (iv) a liquidation or reorganization of
the Company.


(d) "Committee" shall mean the Executive Compensation and
Nominating Committee of the Board of Directors.


(e) "Covered Employee" shall have the meaning specified in
Section 162(m)(3) of the Internal Revenue Code of 1986,
as amended.


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USLIFE CORPORATION RESTRICTED STOCK PLAN (AS AMENDED EFFECTIVE SEPTEMBER 1, 1995)


(f) "Earnings Per Share from Continuing Operations" shall
mean the Company's income from operations per share,
before the impact of realized gains and losses,
discontinued operations, changes in accounting
principles and extraordinary items and before material
non-operational items that are beyond the control of
the Company's management, provided that the Committee
may, in its sole discretion, elect to take such
material non-operations items into account (but not for
purposes of determining Threshold Earnings Per Share
from Continuing Operations) to the extent such items
would result in a reduction in the Company's income
from operations.


(g) "Initial Restricted Period" shall mean the Restricted
Period beginning on January 1, 1989 and ending on
January 1, 1994.


(h) "Participant" shall mean any executive officer of the
Company or one of its subsidiaries who has met the
eligibility requirements set forth in Section 5 hereof
and to whom a grant has been made and is outstanding
under the Plan.


(i) "Permanent Disability" shall mean a physical or mental
condition of a Participant that, in the judgment of the
Committee, after consultation with a duly licensed
physician, permanently prevents such Participant from
being able to serve as an active employee of the
Company and its subsidiaries. For purposes of
determining the day on which a Participant becomes
Permanently Disabled, the Committee may select the day
on which such Participant first becomes eligible for
long-term disability benefits under the Company's long-
term disability plan then in effect.


(j) "Restricted Period" shall mean a period of 62
consecutive months, commencing with the first day of
the calendar year in which the Restricted Shares are
granted, during which restrictions on such Restricted
Shares are in effect.


(k) "Restricted Shares" means shares of Common Stock
granted to a Participant subject to the restrictions
specified in Section 6 of the Plan.


(l) "Retirement" shall mean a Participant's cessation of
employment by reason of retirement under the USLIFE
Corporation Retirement Plan.


(m) "Threshold Earnings Per Share from Continuing
Operations" shall mean, with respect to any calendar
year, the average of the Company's Earnings Per Share
from Continuing Operations for the three preceding
calendar years.


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USLIFE CORPORATION RESTRICTED STOCK PLAN (AS AMENDED EFFECTIVE SEPTEMBER 1, 1995)


3. Administration


The Plan shall be administered by the Committee. Subject to
the provisions of the Plan, the Committee shall have sole
and complete authority to: (i) select Participants; (ii)
determine the number of Restricted Shares subject to each
grant; (iii) determine the time or times when grants are to
be made; (iv) prescribe the form or forms of the instruments
evidencing any grants made hereunder, provided that such
forms are consistent with the Plan; (v) adopt, amend, and
rescind such rules and regulations as, in its opinion, may
be advisable for the administration of the Plan; (vi)
construe and interpret the Plan and any related documents
including, with limitation, any Restricted Share Agreement
(as defined in Section 6(a) hereof); and (vii) make all
other determinations deemed advisable or necessary for the
administration of the Plan. All determinations by the
Committee shall be final and binding.


4. Shares of Common Stock Subject to the Plan


No more than 1,575,000 shares of Common Stock in the
aggregate (as adjusted for the September 1995 3-for-2 stock
split) shall be issued as Restricted Shares under the Plan,
subject to adjustment as provided in Section 7 hereof. A
Participant may be granted more than one award of Restricted
Shares under the Plan. No Participant shall be granted more
than 112,500 Restricted Shares in the aggregate (as adjusted
for the September 1995 3-for-2 stock split) under the Plan
during any one-year period, subject to adjustment as
provided in Section 7 hereof. Shares of Common Stock issued
as Restricted Shares under the Plan that are later forfeited
pursuant to Section 6 hereof may again be subject to grants
under the Plan. All shares of Common Stock issued as
Restricted Shares hereunder shall either be shares held by
the Company in its treasury or shares previously forfeited
under the terms of the Plan.


5. Eligibility and Participation


Participation in the Plan shall be limited to those
executive officers of the Company and its subsidiaries at
the level of Senior Vice Presiden ...