FHP INTERNATIONAL CORP, S-4, 1994-05-02

FHP INTERNATIONAL CORP
S-4, 1994-05-02
OFFICES & CLINICS OF DOCTORS OF MEDICINE

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 1994
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FHP INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

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DELAWARE 6324 33-0072502
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)
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9900 TALBERT AVENUE
FOUNTAIN VALLEY, CALIFORNIA 92708 (714) 963-7233
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Michael J. Weinstock, Esq.
Senior Vice President, General Counsel and Secretary
FHP International Corporation
9900 Talbert Avenue
Fountain Valley, California 92708 (714) 963-7233
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copy to:

C. James Levin, Esq.
O'Melveny & Myers
400 S. Hope Street
Los Angeles, California 90071
--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: The
securities of FHP International Corporation (the "Registrant") registered
pursuant to this Registration Statement (the "Registered Securities") will be
issued to holders of common stock, $0.10 par value per share ("TakeCare Common
Stock"), of TakeCare, Inc. ("TakeCare") in connection with the proposed merger
(the "Merger") of TakeCare with and into FHP Sub, Inc., a wholly-owned
subsidiary of the Registrant. The Registered Securities will be issued upon
consummation of the Merger.

If securities being registered on this Form are to be offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
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CALCULATION OF REGISTRATION FEE

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TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
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Common Stock, $0.05 par value per share(1).. 6,504,000
Series A Cumulative Convertible Preferred
Stock, $0.05 par value per share(2)........ 21,680,000
Series B Adjustable Rate Cumulative
Preferred Stock, $0.05 par value per
share...................................... 15,176,000
Total..................................... (3) $969,068,812(3) $334,162(4)
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(1) Includes rights (the "Rights") issuable pursuant to an Amended and Restated
Rights Agreement, dated as of March 28, 1994, between FHP and American Stock
Transfer & Trust Company, as rights agent. One Right will be issued with
respect to each share of Common Stock of the Registrant issued in the
Merger.
(2) There are also being registered hereunder such number of shares of Common
Stock of the Registrant and associated Rights as may be initially issuable
upon conversion of the Series A Cumulative Convertible Preferred Stock
together with such additional indeterminate number of shares of Common Stock
of the Registrant and associated Rights as may become issuable upon
conversion by reason of adjustments in the conversion ratio.
(3) In accordance with Rule 457(f) of the Securities Act of 1933, as amended,
the filing fee has been calculated based on the aggregate market value of
the TakeCare Common Stock to be exchanged for the Registered Securities in
the Merger. The market value of a share of TakeCare Common Stock on April
26, 1994 (a date within five business days prior to the date of filing) was
$71.44 (based on the average of the high and low prices reported on NASDAQ
on such date). On April 26, 1994, there were 12,912,127 shares of TakeCare
Common Stock outstanding and 652,666 shares subject to outstanding options
(a total of 13,564,793 shares). Thus, the aggregate market value of the
TakeCare Common Stock has been calculated as $969,068,812 as of April 26,
1994.
(4) Pursuant to Rule 457(b) of the Securities Exchange Act of 1934, as amended,
the fee paid upon filing of this Registration Statement has been reduced by
$215,500, the amount of the filing fee paid by the Registrant and TakeCare
in connection with the filing on April 17, 1994 of the preliminary Joint
Proxy Statement/Prospectus, the definitive form of which is included in this
Registration Statement.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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FHP INTERNATIONAL CORPORATION
CROSS REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATION S-K

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FORM S-4 ITEM LOCATION IN PROSPECTUS
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A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration Statement and Outside Front
Cover Page of Prospectus............................ Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus.......................................... Available Information; Incorporation of Certain
Documents by Reference; Table of Contents
3. Risk Factors, Ratio of Earnings to Fixed Charges and
Other Information................................... Summary; The Merger; Other Matters
4. Terms of the Transaction............................ Summary; The Merger; The Merger Agreement;
Description of FHP Capital Stock; Comparison of
Rights of Stockholders of FHP and TakeCare
5. Pro Forma Financial Information..................... Summary; Historical and Pro Forma Unaudited
Condensed Consolidated Financial Statements
6. Material Contracts with the Company Being
Acquired............................................ The Merger
7. Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters....... Inapplicable
8. Interests of Named Experts and Counsel.............. The Merger
9. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities...................... Inapplicable
B. INFORMATION ABOUT THE REGISTRANT
10. Information with Respect to S-3 Registrants......... Inapplicable
11. Incorporation of Certain Information by Reference... Incorporation of Certain Documents by Reference
12. Information with Respect to S-2 or S-3
Registrants......................................... Inapplicable
13. Incorporation of Certain Information by Reference... Inapplicable
14. Information with Respect to Registrants Other Than
S-2 or S-3 Registrants.............................. Inapplicable
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15. Information with Respect to S-3
Companies........................................... Incorporation of Certain Documents by Reference
16. Information with Respect to S-2 or S-3 Companies.... Inapplicable
17. Information with Respect to Companies Other Than S-2
or S-3 Companies.................................... Inapplicable
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FORM S-4 ITEM LOCATION IN PROSPECTUS
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D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies, Consents or Authorizations,
Are to be Solicited................................. Summary; The Meetings; Outside Front Cover Page;
Stockholder Proposals for FHP Annual Meeting; The
Merger; Solicitation of Proxies; Other Matters;
Incorporation of Certain Documents by Reference
19. Information if Proxies, Consents or Authorizations,
Are Not to be Solicited or in an Exchange Offer..... Inapplicable
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FHP INTERNATIONAL CORPORATION
AND
TAKECARE, INC.
JOINT PROXY STATEMENT
------------------------

FHP INTERNATIONAL CORPORATION
PROSPECTUS

This Joint Proxy Statement/Prospectus (this "Joint Proxy Statement") is
being furnished to the stockholders of FHP International Corporation ("FHP") and
TakeCare, Inc. ("TakeCare") in connection with the solicitation of proxies by
the respective Boards of Directors of FHP and TakeCare for use at the special
meeting of the stockholders of FHP to be held on June 10, 1994, including any
adjournments or postponements thereof (the "FHP Meeting") and at the special
meeting of the stockholders of TakeCare to be held on June 10, 1994, including
any adjournments or postponements thereof (the "TakeCare Meeting"). At such
meetings, the stockholders of FHP and TakeCare will be asked to consider and
vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated
as of March 3, 1994, as amended to the date hereof (the "Merger Agreement"),
among FHP, TakeCare and FHP Sub, Inc., a wholly-owned subsidiary of FHP ("FHP
Sub"), and the transactions contemplated thereby. Pursuant to the Merger
Agreement, TakeCare will be merged with and into FHP Sub (the "Merger").

Upon consummation of the Merger, each outstanding share of Common Stock,
$0.10 par value per share, of TakeCare (the "TakeCare Common Stock") (other than
TakeCare Common Stock beneficially owned by FHP, TakeCare and their
subsidiaries) will be converted into the right to receive the Merger
Consideration (as defined herein) consisting of Common Stock, $0.05 par value
per share, of FHP (the "FHP Common Stock") and associated Rights (as defined
herein), Series A Cumulative Convertible Preferred Stock of FHP (the
"Convertible Merger Preferred Stock"), and either cash or Series B Adjustable
Rate Cumulative Preferred Stock of FHP (the "Non-Convertible Merger Preferred
Stock"), at the election of the holder of such TakeCare Common Stock. See "THE
MERGER -- Conversion of TakeCare Common Stock."

This Joint Proxy Statement and the accompanying forms of proxy are first
being mailed to stockholders of FHP and TakeCare on or about May 6, 1994.

For stockholders of FHP, this Joint Proxy Statement also relates to proposed
amendments (the "Proposed Amendments") to FHP's Restated Certificate of
Incorporation (the "FHP Certificate of Incorporation") to increase the
authorized number of shares of FHP Common Stock from 70,000,000 to 100,000,000
and to increase the authorized number of shares of preferred stock of FHP (the
"FHP Preferred Stock") from 5,000,000 to 40,000,000.

In addition, this Joint Proxy Statement serves as a Prospectus of FHP under
the Securities Act of 1933, as amended (the "Securities Act"), for the issuance
of the shares of FHP Common Stock and associated Rights, Convertible Merger
Preferred Stock (including the FHP Common Stock and Rights issuable upon
conversion thereof) and Non-Convertible Merger Preferred Stock into which shares
of TakeCare Common Stock will be converted upon consummation of the Merger. See
"DESCRIPTION OF FHP CAPITAL STOCK."

The FHP Common Stock and TakeCare Common Stock are traded on the National
Association of Securities Dealers ("NASD") Automated Quotation System ("NASDAQ")
as National Market issues under the symbols "FHPC" and "TKCR", respectively. On
April 29, 1994, the closing prices of the FHP Common Stock and TakeCare Common
Stock as quoted on NASDAQ were $24 1/4, and $73 3/16 respectively.

THE MATTERS DESCRIBED ABOVE ARE DISCUSSED IN DETAIL IN THIS JOINT PROXY
STATEMENT. THE PROPOSED MERGER IS A COMPLEX TRANSACTION. STOCKHOLDERS
ARE STRONGLY URGED TO READ AND CONSIDER CAREFULLY THIS JOINT PROXY
STATEMENT IN ITS ENTIRETY, PARTICULARLY THE MATTERS REFERRED TO
UNDER "THE MERGER -- CERTAIN CONSIDERATIONS."
------------------------

THE SECURITIES TO BE ISSUED IN THE MERGER HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS JOINT PROXY STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

THE DATE OF THIS JOINT PROXY STATEMENT IS MAY 6, 1994.
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TABLE OF CONTENTS

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PAGE
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AVAILABLE INFORMATION...................................................................................... iv
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................................................ iv
SUMMARY.................................................................................................... vi
The Meetings........................................................................................... vi
The Parties............................................................................................ vi
Votes Required......................................................................................... vi
The Merger............................................................................................. vii
Merger Consideration............................................................................... vii
Recommendations of the Boards of Directors......................................................... vii
Opinions of Financial Advisors..................................................................... vii
Operations After the Merger........................................................................ viii
Regulatory Approvals Required...................................................................... viii
Conditions to Consummation of the Merger; Termination.............................................. viii
Certain Federal Income Tax Consequences............................................................ ix
Market Price and Dividend Data......................................................................... x
Proposed Amendments to FHP Certificate of Incorporation................................................ xi
Selected Historical and Pro Forma Consolidated Financial Data.......................................... xi
THE MEETINGS............................................................................................... 1
FHP Meeting............................................................................................ 1
TakeCare Meeting....................................................................................... 2
FHP INTERNATIONAL CORPORATION.............................................................................. 4
TAKECARE, INC.............................................................................................. 4
THE MERGER................................................................................................. 4
General................................................................................................ 4
Background of the Merger............................................................................... 5
Recommendations of the Boards of Directors and Reasons for the Merger.................................. 9
Opinions of Financial Advisors......................................................................... 11
Certain Considerations................................................................................. 23
Effective Time......................................................................................... 25
Conversion of TakeCare Common Stock.................................................................... 25
The Cash Election...................................................................................... 27
Exchange Procedures.................................................................................... 27
Fractional Shares...................................................................................... 28
Dividends.............................................................................................. 28
NASDAQ Quotation of Stock Consideration................................................................ 28
Restrictions on Sales by Affiliates and Registration Rights............................................ 28
Financing of the Merger................................................................................ 29
Expenses............................................................................................... 30
No Appraisal Rights.................................................................................... 30
Transfer of TakeCare Common Stock After the Effective Time............................................. 30
Deregistration of TakeCare Common Stock After the Effective Time....................................... 30
Accounting Treatment................................................................................... 30
Certain Federal Income Tax Consequences................................................................ 30
Effect on Employee Benefit and Stock Plans............................................................. 33
Operations After the Merger............................................................................ 34
Interests of Certain Persons in the Merger............................................................. 34
Related Transactions................................................................................... 35
PROPOSED AMENDMENTS TO FHP CERTIFICATE OF INCORPORATION.................................................... 36
THE MERGER AGREEMENT....................................................................................... 37
The Merger............................................................................................. 37
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Additional FHP Directors............................................................................... 37
Representations and Warranties......................................................................... 37
Certain Covenants...................................................................................... 38
No Solicitation of Transactions........................................................................ 39
Additional Agreements.................................................................................. 39
Conditions to Consummation of the Merger............................................................... 40
Termination............................................................................................ 41
Amendment and Waiver................................................................................... 42
Expenses............................................................................................... 42
COMPARATIVE STOCK PRICES AND DIVIDENDS..................................................................... 43
HISTORICAL AND PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS............................. 44
CAPITALIZATION OF FHP...................................................................................... 54
DESCRIPTION OF FHP CAPITAL STOCK........................................................................... 54
General................................................................................................ 54
Common Stock........................................................................................... 55
Rights Plan............................................................................................ 55
Preferred Stock........................................................................................ 55
Convertible Merger Preferred Stock..................................................................... 55
Non-Convertible Merger Preferred Stock................................................................. 58
Registrar and Transfer Agent........................................................................... 60
Delaware Anti-Takeover Law............................................................................. 60
DESCRIPTION OF TAKECARE CAPITAL STOCK...................................................................... 61
COMPARISON OF RIGHTS OF STOCKHOLDERS OF FHP AND TAKECARE................................................... 61
General................................................................................................ 61
Directors.............................................................................................. 61
Stockholder Meetings and Voting........................................................................ 62
Indemnification........................................................................................ 62
Amendments to Charter Documents........................................................................ 62
FHP Rights Plan........................................................................................ 62
OTHER MATTERS.............................................................................................. 63
Regulatory Approvals Required.......................................................................... 63
Certain Pending Litigation............................................................................. 63
Beneficial Ownership of FHP Common Stock............................................................... 64
Beneficial Ownership of TakeCare Common Stock.......................................................... 65
EXPERTS.................................................................................................... 67
LEGAL MATTERS.............................................................................................. 67
SOLICITATION OF PROXIES.................................................................................... 67
STOCKHOLDER PROPOSALS FOR FHP ANNUAL MEETING............................................................... 68
EXHIBITS
EXHIBIT A Agreement and Plan of Merger
EXHIBIT B Form of Certificate of Designation for Convertible Merger Preferred Stock
EXHIBIT C Form of Certificate of Designation for Non-Convertible Merger Preferred Stock
EXHIBIT D Opinion of Smith Barney Shearson Inc.
EXHIBIT E Opinion of Kidder, Peabody & Co. Incorporated
EXHIBIT F Amended Form of Article IV of the FHP Certificate of Incorporation
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NO PERSON IS AUTHORIZED BY FHP, FHP SUB OR TAKECARE TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION, OTHER THAN THOSE CONTAINED IN THIS JOINT PROXY
STATEMENT, IN CONNECTION WITH THE SOLICITATION AND THE OFFERING MADE BY THIS
JOINT PROXY STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS JOINT PROXY STATEMENT
DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY OR AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES IN ANY JURISDICTION IN
WHICH SUCH SOLICITATION OR OFFERING MAY NOT LAWFULLY BE MADE.

NEITHER THE DELIVERY OF THIS JOINT PROXY STATEMENT NOR ANY DISTRIBUTION OF
SECURITIES MADE HEREUNDER SHALL IMPLY THAT THERE HAS BEEN NO CHANGE IN THE
INFORMATION SET FORTH HEREIN OR IN THE AFFAIRS OF FHP, FHP SUB OR TAKECARE SINCE
THE DATE HEREOF.

AVAILABLE INFORMATION

FHP and TakeCare are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance
with the Exchange Act, FHP and TakeCare file proxy statements, reports and other
information with the Securities and Exchange Commission (the "SEC"). Such proxy
statements, reports and other information can be inspected and copied at the
Public Reference Room of the SEC, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the SEC's regional offices at Seven World Trade Center, Suite
1300, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained at prescribed rates from the Public Reference Room of the SEC, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549. FHP Common Stock and
TakeCare Common Stock are traded on the NASDAQ National Market System and such
proxy statements, reports and other information can also be inspected at the
office of NASDAQ Operations, 1735 K Street, N.W., Washington, D.C. 20006.

FHP has filed with the SEC a Registration Statement on Form S-4 (together
with any amendments thereto, the "Registration Statement") under the Securities
Act with respect to the FHP Common Stock and associated Rights, Convertible
Merger Preferred Stock and Non-Convertible Merger Preferred Stock to be issued
in connection with the Merger. This Joint Proxy Statement does not contain all
the information set forth in the Registration Statement and the exhibits
thereto, certain portions of which were omitted as permitted by the rules and
regulations of the SEC. Copies of the Registration Statement are available from
the SEC, upon payment of prescribed rates. For further information, reference is
made to the Registration Statement and the exhibits filed therewith. Statements
contained in this Joint Proxy Statement or in any document incorporated by
reference in this Joint Proxy Statement relating to the contents of any contract
or other document referred to herein or therein are not necessarily complete,
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in all respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following FHP documents are incorporated by reference in this Joint
Proxy Statement: (i) FHP's Annual Report on Form 10-K for the fiscal year ended
June 30, 1993; (ii) FHP's quarterly reports on Form 10-Q for the quarters ended
September 30, 1993 and December 31, 1993 and (iii) the description of the Rights
set forth in the Registration Statement on Form 8-A/A, dated April 5, 1994,
filed with the SEC pursuant to Section 13(a) of the Exchange Act.

The following TakeCare documents are incorporated by reference in this Joint
Proxy Statement: TakeCare's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, filed with the SEC pursuant to Section 13(a) of the Exchange
Act.

All documents filed by FHP and TakeCare pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Joint Proxy
Statement and prior to the date the Merger

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becomes effective shall be deemed to be incorporated by reference in this Joint
Proxy Statement from the dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated in this Joint
Proxy Statement shall be deemed to be modified or superseded for purposes of
this Joint Proxy Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference modifies or supersedes such statement.

A COPY OF THE DOCUMENTS INCORPORATED BY REFERENCE (EXCLUDING EXHIBITS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION
INCORPORATED HEREIN) THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH WILL BE
PROVIDED BY FIRST CLASS MAIL WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS JOINT PROXY STATEMENT IS DELIVERED, UPON ORAL OR
WRITTEN REQUEST OF ANY SUCH PERSON. WITH RESPECT TO FHP'S DOCUMENTS, REQUESTS
SHOULD BE DIRECTED TO FHP INTERNATIONAL CORPORATION, INVESTOR RELATIONS
DEPARTMENT, 9900 TALBERT AVENUE, FOUNTAIN VALLEY, CALIFORNIA 92708 (TELEPHONE:
(714) 963-7233). WITH RESPECT TO TAKECARE'S DOCUMENTS, REQUESTS SHOULD BE
DIRECTED TO TAKECARE, INC., INVESTOR RELATIONS DEPARTMENT, 2300 CLAYTON ROAD,
SUITE 1000, CONCORD, CALIFORNIA 94520 (TELEPHONE: (510) 246-1300). IN ORDER TO
ENSURE TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE MEETINGS TO WHICH THIS
JOINT PROXY STATEMENT RELATES, ANY SUCH REQUEST SHOULD BE MADE BY JUNE 3, 1994.

ALL INFORMATION CONTAINED IN THIS JOINT PROXY STATEMENT RELATING TO FHP HAS
BEEN SUPPLIED BY FHP AND ALL INFORMATION RELATING TO TAKECARE HAS BEEN SUPPLIED
BY TAKECARE.

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SUMMARY

THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN
THIS JOINT PROXY STATEMENT. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE
MORE DETAILED INFORMATION CONTAINED ELSEWHERE IN THIS JOINT PROXY STATEMENT, IN
THE ATTACHED EXHIBITS AND IN THE DOCUMENTS INCORPORATED BY REFERENCE.
STOCKHOLDERS ARE URGED TO READ CAREFULLY THIS JOINT PROXY STATEMENT AND THE
ATTACHED EXHIBITS, AND IN PARTICULAR THE SECTION ENTITLED "THE MERGER -- CERTAIN
CONSIDERATIONS."

THE MEETINGS

FHP. The FHP Meeting will be held at 4:00 p.m. Pacific Time on June 10,
1994 at FHP Hospital, 9920 Talbert Avenue, Fountain Valley, California. Only
holders of record of FHP Common Stock at the close of business on May 5, 1994
(the "FHP Record Date"), will be entitled to notice of the FHP Meeting and only
such holders will be entitled to vote at the FHP Meeting. At the FHP Meeting,
the holders of FHP Common Stock will be asked to vote on the Merger Agreement
and the transactions contemplated thereby, and on the Proposed Amendments to
increase the authorized number of shares of FHP Common Stock from 70,000,000 to
100,000,000 and the authorized number of shares of FHP Preferred Stock from
5,000,000 to 40,000,000. Approval of the Proposed Amendments is required for the
consummation of the Merger.

TAKECARE. The TakeCare Meeting will be held at 9:00 a.m. Pacific Time on
June 10, 1994 at the Concord Hilton, 1970 Diamond Boulevard, Concord,
California. Only holders of record of TakeCare Common Stock at the close of
business on May 5, 1994 (the "TakeCare Record Date"), will be entitled to notice
of the TakeCare Meeting and only such holders will be entitled to vote at the
TakeCare Meeting. At the TakeCare Meeting, the holders of TakeCare Common Stock
will be asked to vote on the Merger Agreement and the transactions contemplated
thereby.

THE PARTIES

FHP. FHP, through its direct and indirect subsidiaries, is a managed health
care company that operates health maintenance organizations in California,
Arizona, Utah, Guam, New Mexico, Nevada and Colorado and sells indemnity health,
group life and workers' compensation insurance. FHP has its principal offices at
9900 Talbert Avenue, Fountain Valley, California 92708 (telephone: (714)
963-7233).

TAKECARE. TakeCare, through its direct and indirect subsidiaries, is a
managed health care company that operates health maintenance organizations in
California, Colorado, Illinois and Ohio. TakeCare has its principal offices at
2300 Clayton Road, Suite 1000, Concord, California 94520 (telephone: (510)
246-1300).

VOTES REQUIRED

FHP. The affirmative vote of the holders of a majority of the FHP Common
Stock voting at the FHP Meeting is required for approval of the Merger, the
issuance of the FHP Common Stock and Convertible Merger Preferred Stock pursuant
to the Merger Agreement and the transactions contemplated thereby. The
affirmative vote of a majority of all of the outstanding FHP Common Stock is
required for approval of the Proposed Amendments. As of March 31, 1994, there
were 33,152,619 shares of FHP Common Stock outstanding, of which 5.1% were
beneficially owned by the directors and executive officers of FHP and 10.0% were
owned by the FHP Employee Stock Ownership Plan (the "FHP ESOP").

TAKECARE. The affirmative vote of the holders of a majority of the
outstanding TakeCare Common Stock is required for approval and adoption of the
Merger Agreement and the transactions contemplated thereby. As of March 31,
1994, there were 12,912,127 shares of TakeCare Common

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Stock outstanding, of which 12.2% were beneficially owned by the directors and
executive officers of TakeCare and 0.2% were owned by the TakeCare Savings and
Retirement Plan (the "TakeCare Savings Plan").

THE MERGER

MERGER CONSIDERATION. At the Effective Time (as defined herein) of the
Merger each outstanding share of TakeCare Common Stock (except shares of
TakeCare Common Stock beneficially owned by FHP, TakeCare or their subsidiaries)
will be converted into the right to receive, without interest, the following
consideration:

(1) 1.6 shares of Convertible Merger Preferred Stock; plus

(2) subject to reduction as described below, 1.12 shares of Non-Convertible
Merger Preferred Stock or, if the holder of such share makes the Cash
Election, an amount in cash equal to $28.00 per share of TakeCare Common
Stock (the Cash Election must be made by December 1, 1994; See "THE
MERGER -- The Cash Election"); plus

(3) 0.41379 of a share of FHP Common Stock, together with any associated
Rights; provided that such fraction will be increased to a maximum of
0.48000 in the event that the average closing price of the FHP Common
Stock over the 20 trading days ending on the third trading day prior to
the Effective Date (as defined herein) is less than $29.00. See "THE
MERGER -- Conversion of TakeCare Common Stock."

TakeCare has agreed with FHP that if the expenses of TakeCare incurred in
connection with the Merger exceed $3 million, such excess will reduce pro rata
the amount of cash or shares of Non-Convertible Merger Preferred Stock to be
issued in the Merger upon conversion of each share of TakeCare Common Stock. See
"THE MERGER -- Conversion of TakeCare Common Stock."

No fractional shares of FHP Common Stock, Convertible Merger Preferred Stock
or Non-Convertible Merger Preferred Stock will be issued to TakeCare
stockholders in connection with the Merger; holders of TakeCare Common Stock
will be entitled to a cash payment in lieu of such fractional shares.

RECOMMENDATIONS OF THE BOARDS OF DIRECTORS.

FHP. The Board of Directors of FHP has unanimously approved the Merger
Agreement and the transactions contemplated thereby. The FHP Board of Directors
believes that the terms of the Merger are fair to and in the best interests of
FHP and its stockholders and unanimously recommends that the stockholders of FHP
vote FOR approval and adoption of the Merger Agreement and the transactions
contemplated thereby.

TAKECARE. The Board of Directors of TakeCare has approved the Merger
Agreement and the transactions contemplated thereby. The TakeCare Board of
Directors believes that the terms of the Merger are fair to and in the best
interests of TakeCare's stockholders and recommends that the stockholders of
TakeCare vote FOR approval and adoption of the Merger Agreement and the
transactions contemplated thereby.

OPINIONS OF FINANCIAL ADVISORS.

FHP. Smith Barney Shearson Inc. ("Smith Barney Shearson") delivered its
oral opinion on March 3, 1994 to the FHP Board of Directors to the effect that,
as of the date of such opinion, the Merger Consideration was fair, from a
financial point of view, to FHP. Smith Barney Shearson confirmed its oral
opinion in a written opinion dated March 3, 1994. At the request of FHP, Smith
Barney Shearson has rendered a second written opinion, in substantially the same
form as its first

vii
<PAGE>
written option, to the effect that, as of May 2, 1994, the Merger Consideration
was fair, from a financial point of view, to FHP. The full text of the written
opinion of Smith Barney Shearson dated May 2, 1994, which sets forth the
assumptions made, matters considered, limitations and scope of the review by
Smith Barney Shearson in rendering its opinion, is attached hereto as Exhibit D.
FHP stockholders are urged to read the Smith Barney Shearson opinion in its
entirety.

TAKECARE. Kidder, Peabody & Co. Incorporated ("Kidder, Peabody") delivered
its oral opinion on March 3, 1994 to the TakeCare Board of Directors to the
effect that, as of the date of such opinion, the Merger Consideration to be
received in the Merger by the holders of shares of TakeCare Common Stock was
fair, from a financial point of view, to such holders. Kidder, Peabody
subsequently rendered a written opinion confirming its earlier oral opinion
that, as of May 2, 1994, the Merger Consideration to be received in the Merger
by the holders of shares of TakeCare Common Stock was fair, from a financial
point of view, to such holders. The full text of the written opinion of Kidder,
Peabody, which sets forth the assumptions made, matters considered, limitations
on and scope of the review by Kidder, Peabody in rendering its opinion, is
attached hereto as Exhibit E. TakeCare stockholders are urged to read the
Kidder, Peabody opinion in its entirety.

OPERATIONS AFTER THE MERGER. Neither FHP, FHP Sub nor TakeCare has any
present plans for consolidation of operations or dispositions of material assets
prior to obtaining regulatory approval of the Merger. There can be no assurance,
however, that in the future FHP will not deem it advisable to consolidate
operations or dispose of material assets. FHP's management believes that the
combined company can reduce costs by eliminating duplicative administrative,
sales and advertising expenses, by consolidating management information systems
and administrative functions for the insurance businesses of both companies, and
by applying each company's most successful health care delivery systems and
managed care techniques to the other company.

REGULATORY APPROVALS REQUIRED. The Merger is subject to the requirements of
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), and the rules and regulations thereunder, which provide that certain
transactions may not be consummated until required information and materials are
furnished to the Antitrust Division of the Department of Justice and the Federal
Trade Commission (the "FTC") and the requisite waiting period expires or
terminates. FHP and TakeCare filed the required information and materials with
the Antitrust Division of the Department of Justice and the FTC on March 29,
1994. The statutory waiting period under the HSR Act expired on April 28, 1994.
The requirements of the HSR Act will be satisfied if the Merger is consummated
before April 28, 1995.

The Merger is also subject to the approval of the Department of Insurance in
each of Arizona, Illinois and Ohio, the Division of Insurance in Colorado and
the Department of Corporations in California. FHP and TakeCare have filed the
required materials with such regulatory authorities and currently expect to
obtain the requisite approvals by the end of June of 1994.

CONDITIONS TO CONSUMMATION OF THE MERGER; TERMINATION. The obligations of
FHP and TakeCare to consummate the Merger are subject to various conditions,
including but not limited to, approval of the Merger by the stockholders of FHP
and TakeCare and by certain governmental and regulatory agencies, the truth and
accuracy of certain representations and warranties made by each party in the
Merger Agreement, receipt by TakeCare of consents to the transaction under
certain of its material contracts, receipt by FHP of financing proceeds under
the Credit Agreement (as defined herein), the absence of certain material
adverse changes or events affecting the other party, acceptance of the FHP
Common Stock, Convertible Merger Preferred Stock and Non-Convertible Merger
Preferred Stock for quotation on NASDAQ, and the receipt of opinions of counsel
with respect to certain federal income tax consequences of the Merger.

The Merger Agreement may be terminated at any time prior to the Effective
Time by either party: (i) with the consent of the other party; (ii) if the
Merger is not consummated by November 1, 1994, and the terminating party did not
materially breach its obligations in a manner that materially contributed to
such failure to consummate the Merger; (iii) if stockholder approval is not
obtained by July 31,

viii
<PAGE>
1994; (iv) if the other party fails to comply in any material respect with any
of the material covenants or agreements contained in the Merger Agreement and
does not cure such failure in accordance with the Merger Agreement; (v) subject
to certain exceptions, if any material representation or warranty of the other
party contained in the Merger Agreement is incorrect in any material respect
when made; or (vi) under certain circumstances relating to the receipt by
TakeCare of an Acquisition Proposal (as defined herein).

Under certain circumstances, FHP or TakeCare may be required to pay a fee in
the amount of $21.4 million upon the termination of the Merger Agreement. See
"THE MERGER AGREEMENT -- Termination."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. Consummation of the Merger is
conditioned upon delivery of opinions of counsel to FHP and TakeCare to the
effect that, among other things, the Merger will constitute a reorganization
within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"). If the Merger constitutes such a
reorganization: (i) no gain or loss will be recognized by FHP or TakeCare in the
Merger; (ii) the TakeCare stockholders will recognize gain, but not loss, equal
to the lesser of (a) the amount of Cash Merger Consideration (as defined herein)
received or (b) the excess of the sum of the fair market value of the Stock
Consideration (as defined herein) (including, for this purpose, fractional
shares of Stock Consideration) and the amount of Cash Merger Consideration
received over the stockholders' tax basis in the TakeCare Common Stock exchanged
therefor, and such gain will constitute capital gain if the stockholders held
their TakeCare Common Stock as a capital asset at the Effective Time, (iii) the
TakeCare stockholders who receive cash in lieu of fractional shares of Stock
Consideration will be treated as if such stockholders had first received such
fractional shares and then such fractional shares were subsequently redeemed by
FHP, with the result that such TakeCare stockholders will recognize gain or loss
equal to the difference between the amount of cash received in lieu of
fractional shares of Stock Consideration and the stockholders' tax basis
attributable to such fractional shares of Stock Consideration, (iv) the TakeCare
stockholders' tax basis in the Stock Consideration received in the Merger will
equal such stockholders' tax basis in the TakeCare Common Stock exchanged
therefor, increased by any gain recognized as a result of the exchange and
decreased by (a) the amount of Cash Merger Consideration received and (b) the
tax basis of the TakeCare Common Stock attributable to fractional shares of
Stock Consideration, (v) the holding period for federal income tax purposes of
the Stock Consideration in the hands of the TakeCare stockholders will include
the holding period of their converted TakeCare Common Stock, provided such
TakeCare Common Stock is held as a capital asset at the Effective Time.

ix
<PAGE>
MARKET PRICE AND DIVIDEND DATA

FHP Common Stock and TakeCare Common Stock are quoted on NASDAQ as National
Market issues. The following table sets forth, for the periods indicated, the
high and low sales prices per share of FHP Common Stock and TakeCare Common
Stock as quoted on NASDAQ. Neither FHP nor TakeCare has paid any cash dividends
on such shares during the periods indicated in the table.

<TABLE>
<CAPTION>
FHP TAKECARE
COMMON STOCK COMMON STOCK
----------------------- -----------------------
HIGH LOW HIGH LOW
------- ------- ------- -------
<S> <C> <C> <C> <C>
1991
Third Calendar Quarter......... $27 $15 1/2 $19 $13 1/2
Fourth Calendar Quarter........ 20 9 7/8 20 1/2 15 1/2
1992
First Calendar Quarter......... $19 1/2 $13 1/2 $30 3/4 $18 1/4
Second Calendar Quarter........ 18 12 1/2 34 27
Third Calendar Quarter......... 19 1/2 14 1/2 43 1/2 30 3/4
Fourth Calendar Quarter........ 23 16 3/4 50 1/4 37
1993
First Calendar Quarter......... $29 $17 3/8 $49 $25 3/4
Second Calendar Quarter........ 28 3/4 19 1/2 42 1/2 32 3/4
Third Calendar Quarter......... 30 18 1/4 47 3/4 38
Fourth Calendar Quarter........ 27 19 1/4 57 1/2 39 1/8
1994
First Calendar Quarter........... $29 3/4 $23 1/2 $76 $51 1/4
Second Calendar Quarter (through
April 29, 1994)................. 25 20 1/4 74 1/4 68
</TABLE>

The following table sets forth the last reported sales prices per share of
FHP Common Stock and TakeCare Common Stock as quoted on NASDAQ on January 7,
1994, the last trading day before announcement of the Agreement in Principle, on
March 3, 1994, the last trading day before announcement of the Merger Agreement,
and on April 29, 1994, and equivalent per share values of the TakeCare Common
Stock based on the value of the Merger Consideration.

<TABLE>
<CAPTION>
TAKECARE
FHP TAKECARE COMMON
COMMON COMMON STOCK
STOCK STOCK EQUIVALENT (A)
------- ------- -------
<S> <C> <C> <C>
January 7, 1994.................... $26 1/2 $51 3/4 $80
March 3, 1994...................... 28 1/2 67 3/8 80
April 29, 1994..................... 24 1/4 73 3/16 79 5/8
<FN>
- ------------------------
(a) Represents the value of the Merger Consideration into which one share of
TakeCare Common Stock is convertible based on the assumptions that the
Average Closing Price (as defined herein) is equal to the closing price of
the FHP Common Stock on the date of calculation and that the Convertible
Merger Preferred Stock and Non-Convertible Merger Preferred Stock are each
valued at their respective stated values of $25.00 per share. The value
indicated does not give effect to any reductions in the Merger
Consideration relating to TakeCare's Excess Expenses (as defined herein)
in connection with the Merger. See "THE MERGER -- Conversion of TakeCare
Common Stock." The closing price of FHP Common Stock on April 29, 1994 was
below the range within which the conversion price of the Convertible
Merger Preferred Stock is readjusted.
</TABLE>

x
<PAGE>
PROPOSED AMENDMENTS TO FHP CERTIFICATE OF INCORPORATION

In addition to voting on the Merger Agreement and the transactions
contemplated thereby, FHP stockholders will be asked at the FHP Meeting to
approve the Proposed Amendments to the FHP Certificate of Incorporation to
increase the authorized number of shares of FHP Common Stock from 70,000,000 to
100,000,000 and the authorized number of shares of FHP Preferred Stock from
5,000,000 to 40,000,000. An increase in FHP's authorized capital stock is
required to consummate the Merger. The Proposed Amendments were unanimously
approved by FHP's Board of Directors. A copy of the form of the Proposed
Amendments is attached hereto as Exhibit F.

SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

The following tables set forth: (i) selected historical consolidated
financial data for the periods and as of the dates indicated for FHP and its
subsidiaries and for TakeCare and its subsidiaries and (ii) selected pro forma
consolidated financial data for the periods and as of the dates indicated,
giving effect to the Merger as if it had been consummated on July 1, 1992, for
income statement data, and on December 31, 1993, for balance sheet data.
Adjustments made to arrive at the pro forma consolidated amounts are based on
the purchase method of accounting. Management has not completed an allocation of
the purchase price of TakeCare to the assets and liabilities that will be
acquired. However, management currently believes that the amounts reflected on
TakeCare's historical consolidated balance sheet as tangible assets and
liabilities approximate the fair market value of such assets and liabilities.

The selected pro forma consolidated financial data is presented for
illustrative purposes only and is not necessarily indicative of the consolidated
financial position or consolidated results of operations of FHP that would have
been reported had the Merger occurred on the dates indicated, nor do they
represent a forecast of the consolidated financial position of FHP at any future
date or the consolidated results of operations of FHP for any future period.
Furthermore, no effect has been given in the selected historical and pro forma
consolidated income statement data for operating and synergistic benefits that
may be realized through the combination of the entities. The selected historical
and pro forma consolidated financial data should be read in conjunction with the
consolidated financial statements of FHP and TakeCare which are incorporated
herein by reference.

xi
<PAGE>
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
OF FHP INTERNATIONAL CORPORATION

The income statement and balance sheet data below should be read in
conjunction with the consolidated financial statements of FHP and its
subsidiaries and notes thereto, and "Management's Discussion and Analysis of
Financial Condition and Results of Operations." The balance sheet data as of
June 30, 1993 and 1992 and the income statement data for each of the three years
in the period ended June 30, 1993 are derived from the historical consolidated
financial statements of FHP for such years audited by Deloitte & Touche, which
financial statements are incorporated herein by reference. The data at June 30,
1991, 1990 and 1989 and for each of the two fiscal years in the period ended
June 30, 1990 are derived from FHP's audited consolidated financial statements
for such years, which consolidated financial statements are not included or
incorporated herein. The selected unaudited consolidated financial data as of
December 31, 1993 and for the six months ended December 31, 1993 and 1992 have
been prepared on a basis consistent with the consolidated financial statements
of FHP and, in the opinion of management, include all adjustments necessary for
a fair presentation of the financial position at such date and the results of
operations for such periods.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31, YEAR ENDED JUNE 30,
----------------------- --------------------------------------------------------
1993 1992 1993 1992 1991 1990 1989
------------ --------- ---------- ---------- ---------- --------- ---------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE
AND FINANCIAL RATIO CALCULATIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenue................... $1,167,486 $ 908,676 $2,005,854 $1,586,086 $1,296,843 $ 980,394 $ 699,051
Expenses:
Cost of health care..... 980,050 772,698 1,681,144 1,324,700 1,058,727 798,128 558,039
General, administrative
and marketing.......... 160,268 123,452 269,645 231,916 188,333 148,923 110,299
------------ --------- ---------- ---------- ---------- --------- ---------
Total expenses........ 1,140,318 896,150 1,950,789 1,556,616 1,247,060 947,051 668,338
------------ --------- ---------- ---------- ---------- --------- ---------
Operating income.......... 27,168 12,526 55,065 29,470 49,783 33,343 30,713
Interest income, net...... 7,331 7,300 14,708 22,022 15,893 12,303 4,265
------------ --------- ---------- ---------- ---------- --------- ---------
Income before income
taxes.................... 34,499 19,826 69,773 51,492 65,676 45,646 34,978
Provision for income
taxes.................... 13,000 7,231 25,607 18,602 25,614 16,889 12,944
------------ --------- ---------- ---------- ---------- --------- ---------
Net income............ $ 21,499 $ 12,595 $ 44,166 $ 32,890 $ 40,062 $ 28,757 $ 22,034
------------ --------- ---------- ---------- ---------- --------- ---------
------------ --------- ---------- ---------- ---------- --------- ---------
Primary earnings per
share.................... $ 0.64 $ 0.38 $ 1.33 $ 1.00 $ 1.37 $ 1.00 $ 0.93
Weighted average common
and common equivalent
shares................... 33,515 33,059 33,270 32,921 29,270 28,707 23,619
Ratio of earnings to fixed
charges (1).............. 7.00x 5.16x 8.71x 6.56x 9.29x 7.04x 6.30x

<CAPTION>
JUNE 30,
DECEMBER 31, --------------------------------------------------------
1993 1993 1992 1991 1990 1989
------------ ---------- ---------- ---------- --------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets.............. $1,006,896 $ 745,684 $ 615,659 $ 528,808 $ 431,518 $ 319,241
Long-term obligations..... 103,064 20,802 23,279 29,826 32,800 34,352
Total stockholders'
equity................... 387,625 364,422 311,381 269,761 141,825 109,708
Book value per common
share.................... 11.71 11.10 9.61 8.38 5.12 4.04
<FN>
- ------------------------------
(1) For purposes of calculating the ratio of earnings to fixed charges,
"earnings" consist of income before taxes, interest on indebtedness and
implicit interest on rental arrangements; "fixed charges" consist of
interest on indebtedness and implicit interest on rental arrangements.
</TABLE>

xii
<PAGE>
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF TAKECARE, INC.

The balance sheet data as of December 31, 1993, 1992, 1991, 1990 and 1989
and the income statement data for each of the five years in the period ended
December 31, 1993 are derived from the historical consolidated financial
statements of TakeCare audited by Ernst & Young, independent auditors. The data
presented below should be read in conjunction with TakeCare's audited
consolidated balance sheets as of December 31, 1993 and 1992 and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1993 and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" which
are incorporated herein by reference.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE
AND FINANCIAL RATIO CALCULATIONS)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenue......................................... $921,198 $615,156 $287,419 $266,813 $206,442
Expenses:
Cost of health care........................... 745,593 505,795 235,679 226,957 183,576
General, administrative and marketing......... 113,392 67,478 27,039 21,645 16,125
-------- -------- -------- -------- --------
Total expenses.............................. 858,985 573,273 262,718 248,602 199,701
-------- -------- -------- -------- --------
Operating income................................ 62,213 41,883 24,701 18,211 6,741
Interest income (expense), net.................. 3,883 1,723 3,901 1,701 (203)
-------- -------- -------- -------- --------
Income before income taxes...................... 66,096 43,606 28,602 19,912 6,538
Provision for income taxes...................... 28,472 18,258 11,727 8,164 2,680
-------- -------- -------- -------- --------
Net income.................................. $ 37,624 $ 25,348 $ 16,875 $ 11,748 $ 3,858
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Primary earnings per share...................... $ 3.14 $ 2.49 $ 1.88 $ 1.58 $ 0.53
Weighted average common and common equivalent
shares......................................... 11,982 10,164 8,954 7,449 7,266
Ratio of earnings to fixed charges (1).......... 22.13x 12.74x 15.89x 7.78x 3.26x

<CAPTION>
DECEMBER 31,
------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets.................................... $509,330 $336,386 $156,411 $105,700 $ 76,639
Long-term obligations........................... 35,000 28,343 15,000 19,000 23,800
Total stockholders' equity...................... 251,498 150,747 69,734 20,490 8,742
Book value per common share..................... 19.59 13.86 7.73 2.90 1.24
<FN>
- ------------------------------
(1) For purposes of calculating the ratio of earnings to fixed charges,
"earnings" consist of income before taxes, interest on indebtedness and
implicit interest on rental arrangements; "fixed charges" consist of
interest on indebtedness and implicit interest on rental arrangements.
</TABLE>

xiii
<PAGE>
FHP INTERNATIONAL CORPORATION
SELECTED PRO FORMA CONSOLIDATED FINANCIAL DATA
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
DECEMBER 31, 1993 JUNE 30, 1993
----------------------------------------- -----------------------------------------
HISTORICAL HISTORICAL
------------------------ PRO FORMA ------------------------ PRO FORMA
FHP TAKECARE (A) CONSOLIDATED (B) FHP TAKECARE (A) CONSOLIDATED (B)
---------- ------------ --------------- ---------- ------------ ---------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE CALCULATIONS)
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenue................ $1,167,486 $ 514,252 $ 1,729,709 $2,005,854 $ 789,654 $ 3,050,055
Expenses:
Cost of health
care................ 980,050 413,998 1,430,793 1,681,144 644,237 2,537,988
General,
administrative and
marketing........... 160,268 65,204 239,319 269,645 92,869 409,264
---------- ------------ --------------- ---------- ------------ ---------------
Total expenses..... 1,140,318 479,202 1,670,112 1,950,789 737,106 2,947,252
---------- ------------ --------------- ---------- ------------ ---------------
Operating income....... 27,168 35,050 59,597 55,065 52,548 102,803
Interest income
(expense), net........ 7,331 1,927 419 14,708 1,460 (240)
---------- ------------ --------------- ---------- ------------ ---------------
Income before income
taxes................. 34,499 36,977 60,016 69,773 54,008 102,563
Provision for income
taxes................. 13,000 16,000 29,408 25,607 23,207 50,489
---------- ------------ --------------- ---------- ------------ ---------------
Net income......... 21,499 20,977 30,608 44,166 30,801 52,074
Preferred Stock
dividend.............. -- -- 12,838 -- -- 25,676
---------- ------------ --------------- ---------- ------------ ---------------
Net income attributable
to Common Stock....... $ 21,499 $ 20,977 $ 17,770 $ 44,166 $ 30,801 $ 26,398
---------- ------------ --------------- ---------- ------------ ---------------
---------- ------------ --------------- ---------- ------------ ---------------
Primary earnings per
share attributable to
Common Stock.......... $ 0.64 $ 1.65 $ 0.45 $ 1.33 $ 2.80 $ 0.68
Weighted average common
and common equivalent
shares................ 33,515 12,690 39,068 33,270 10,982 38,823
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1993
-----------------------------------------
HISTORICAL PRO FORMA
------------------------ ---------------
FHP TAKECARE CONSOLIDATED
---------- ------------ ---------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Total assets........................................................ $1,006,896 $ 509,330 $ 2,214,689
Long-term obligations............................................... 103,064 35,000 374,949
Total stockholders' equity.......................................... 387,625 251,498 1,055,201
Book value per common share......................................... 11.71 19.59 14.10
<FN>
- ------------------------------
(a) Certain reclassifications have been made to the TakeCare historical
consolidated financial data to conform to FHP's presentation.
(b) Adjustments necessary to arrive at the pro forma consolidated financial
data are described in the Notes to Historical and Pro Forma Unaudited
Condensed Consolidated Financial Statements.
</TABLE>

xiv
<PAGE>
THE MEETINGS

This Joint Proxy Statement is being provided to the stockholders of FHP and
TakeCare in connection with the FHP Meeting and the TakeCare Meeting. The Boards
of Directors of FHP and TakeCare are soliciting proxies for use at their
respective meetings.

FHP MEETING

The FHP Meeting is scheduled to be held at 4:00 p.m. Pacific Time on June
10, 1994 at FHP Hospital, 9920 Talbert Avenue, Fountain Valley, California. At
the FHP Meeting, the holders of FHP Common Stock will be asked to vote on the
Merger Agreement and the transactions contemplated thereby, and on the Proposed
Amendments. Approval of the Proposed Amendments is required for the consummation
of the Merger. See "PROPOSED AMENDMENTS TO FHP CERTIFICATE OF INCORPORATION."

THE BOARD OF DIRECTORS OF FHP UNANIMOUSLY RECOMMENDS THAT THE FHP
STOCKHOLDERS VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY AND FOR APPROVAL OF THE PROPOSED AMENDMENTS.

FHP RECORD DATE AND VOTING RIGHTS. Only holders of record of FHP Common
Stock at the close of business on May 5, 1994, the FHP Record Date, will be
entitled to notice of the FHP Meeting and only such holders will be entitled to
vote at the FHP Meeting. As of March 31, 1994, there were 33,152,619 shares of
FHP Common Stock outstanding. Each share of FHP Common Stock will entitle the
holder thereof to one vote.

FHP STOCKHOLDER VOTING AND VOTE REQUIRED. Under the applicable rules of the
NASD, approval of the issuance of the FHP Common Stock and Convertible Merger
Preferred Stock pursuant to the Merger Agreement and the transactions
contemplated thereby requires the affirmative vote of a majority of the votes
cast at the FHP Meeting. Under the Delaware General Corporation Law, approval of
the Proposed Amendments requires the affirmative vote of the holders of a
majority of all of the outstanding shares of FHP Common Stock. Holders of at
least a majority of the outstanding shares of FHP Common Stock must be
represented, either in person or by proxy, at the commencement of the FHP
Meeting for a quorum to be present.

Votes cast by proxy or in person at the FHP Meeting will be counted by the
persons appointed by FHP to act as election inspectors for the FHP Meeting. The
election inspectors will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote, for purposes of
determining the presence of a quorum and for purposes of determining the outcome
of any matter submitted to the stockholders for a vote. Abstentions, however, do
not constitute votes "for" or "against" any matter and thus will be disregarded
in the calculation of "votes cast."

The election inspectors will treat shares referred to as "broker non-votes"
(i.e., shares identified as held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
that the broker or nominee does not have discretionary power to vote on a
particular matter) as shares that are present and entitled to vote for purposes
of determining the presence of a quorum. However, for purposes of determining
the outcome of any matter as to which the broker or nominee has physically
indicated on the proxy that it does not have discretionary authority to vote,
those shares will be treated as not present and not entitled to vote with
respect to that matter (even though those shares are considered entitled to vote
for quorum purposes and may be entitled to vote on other matters).

Any unmarked proxies, including those submitted by brokers or nominees, will
be voted FOR approval and adoption of the Merger Agreement and the transactions
contemplated thereby and FOR approval of the Proposed Amendments.

Participants in the FHP ESOP are entitled to instruct the trustee on how to
vote (i) all shares of FHP Common Stock allocated to participants' accounts and
(ii) a proportionate number of unallocated shares of FHP Common Stock held by
the FHP ESOP for future allocation to participants'

1
<PAGE>
accounts. Participants will receive separate voting instruction cards to direct
the trustee to vote both allocated and unallocated shares. If the trustee
receives an instruction card on a timely basis from a participant, it will vote
the participant's allocated shares and a proportionate number of the unallocated
shares as the participant instructs. If the trustee does not receive a timely
instruction card from a participant, the trustee will not vote that
participant's allocated shares and will vote that participant's proportionate
share of the unallocated shares in accordance with the instructions of the other
participants who provide voting instructions to the trustee on a timely basis.
If a participant signs and timely returns an instruction card without indicating
a vote, the trustee will vote that participant's allocated shares and his
proportionate share of the unallocated shares in accordance with the
recommendations of the Board of Directors of FHP.

The directors and executive officers of FHP have indicated that they intend
to vote their shares of FHP Common Stock for approval and adoption of the Merger
Agreement and the transactions contemplated thereby and for approval of the
Proposed Amendments.

FHP PROXIES. A form of proxy is being provided by FHP to holders of FHP
Common Stock. Each properly completed proxy returned in time for voting at the
FHP Meeting will be voted in accordance with the instructions indicated on the
proxy, or, if no instructions are provided, will be voted FOR approval and
adoption of the Merger Agreement and the transactions contemplated thereby and
FOR approval of the Proposed Amendments. No substantive matters other than those
referred to in this Joint Proxy Statement will be brought before the FHP
Meeting.

An FHP stockholder may revoke a proxy at any time before it is voted by
filing with FHP's Secretary an instrument revoking the proxy, or by submitting a
duly executed proxy bearing a later date, or by attending the FHP Meeting and
voting in person. Any filing with FHP's Secretary should be made to the
attention of the Secretary, FHP International Corporation, 9900 Talbert Avenue,
Fountain Valley, California 92708. Attendance at the FHP Meeting by itself will
not constitute revocation of a proxy.

Whether or not you expect to attend the FHP Meeting, it is very important
that your shares be represented, and it would therefore be helpful if you would
return your signed and dated proxy card promptly. If you have any questions
regarding the proposed transaction, please call Georgeson & Company Inc., FHP's
proxy solicitation agent, toll free at (800) 223-2064 or collect at (212)
509-6240.

FHP STOCKHOLDERS SHOULD NOT SEND STOCK CERTIFICATES WITH THEIR PROXY CARDS
AND WILL NOT BE REQUIRED TO EXCHANGE THEIR CERTIFICATES AFTER THE MERGER.

TAKECARE MEETING

The TakeCare Meeting is scheduled to be held at 9:00 a.m. Pacific Time on
June 10, 1994 at the Concord Hilton, 1970 Diamond Boulevard, Concord,
California. At the TakeCare Meeting, the holders of TakeCare Common Stock will
be asked to vote on the Merger Agreement and the transactions contemplated
thereby.

THE BOARD OF DIRECTORS OF TAKECARE RECOMMENDS THAT THE TAKECARE STOCKHOLDERS
VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY.

TAKECARE RECORD DATE AND VOTING RIGHTS. Only holders of record of TakeCare
Common Stock at the close of business on May 5, 1994, the TakeCare Record Date,
will be entitled to notice of the TakeCare Meeting and only such holders will be
entitled to vote at the TakeCare Meeting. As of March 31, 1994, there were
12,912,127 shares of TakeCare Common Stock outstanding. Each share of TakeCare
Common Stock will entitle the holder thereof to one vote.

TAKECARE STOCKHOLDER VOTING AND VOTE REQUIRED. Under the Delaware General
Corporation Law, approval and adoption of the Merger Agreement and the
transactions contemplated thereby requires the affirmative vote of the holders
of a majority of the outstanding shares of TakeCare

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Common Stock. Holders of at least a majority of the outstanding shares of
TakeCare Common Stock must be represented, either in person or by proxy, at the
commencement of the TakeCare Meeting for a quorum to be present.

Votes cast by proxy or in person at the TakeCare Meeting will be counted by
the persons appointed by TakeCare to act as election inspectors for the TakeCare
Meeting. The election inspectors will treat shares represented by proxies that
reflect abstentions as shares that are present and entitled to vote, for
purposes of determining the presence of a quorum and for purposes of determining
the outcome of any matter submitted to the stockholders for a vote. Abstentions
do not constitute votes "for" or "against" any matter.

The election inspectors will treat shares referred to as "broker non-votes"
as shares that are present and entitled to vote for purposes of determining the
presence of a quorum. However, for purposes of determining the outcome of any
matter as to which the broker or nominee has physically indicated on the proxy
that it does not have discretionary authority to vote, those shares will be
treated as not present and not entitled to vote with respect to that matter
(even though those shares are considered entitled to vote for quorum purposes
and may be entitled to vote on other matters).

Any unmarked proxies, including those submitted by brokers or nominees, will
be voted FOR approval and adoption of the Merger Agreement and the transactions
contemplated thereby.

Participants in the TakeCare Savings Plan are entitled to instruct the
trustees as to how to vote shares of TakeCare Common Stock allocated to their
respective accounts. If the trustees receive instructions on a timely basis from
a participant, they will vote the participant's allocated shares in accordance
with the participant's instructions or, if no instructions are given, FOR
approval and adoption of the Merger Agreement and the transactions contemplated
thereby. If the trustees do not timely receive instructions from a participant,
they will not vote that participant's allocated shares.

The directors and executive officers of TakeCare have indicated that they
intend to vote their shares of TakeCare Common Stock for approval and adoption
of the Merger Agreement and the transactions contemplated thereby.

TAKECARE PROXIES. A form of proxy is being provided by TakeCare to holders
of TakeCare Common Stock. Each properly completed proxy returned in time for
voting at the TakeCare Meeting will be voted in accordance with the instructions
indicated on the proxy, or, if no instructions are provided, will be voted FOR
approval and adoption of the Merger Agreement and the transactions contemplated
thereby. No substantive matters other than those referred to in this Joint Proxy
Statement will be brought before the TakeCare Meeting.

A TakeCare stockholder may revoke a proxy at any time before it is voted by
filing with TakeCare's Secretary an instrument revoking the proxy, or by
submitting a duly executed proxy bearing a later date, or by attending the
TakeCare Meeting and voting in person. Any filing with TakeCare's Secretary
should be made to the attention of the Secretary, TakeCare, Inc., 2300 Clayton
Road, Suite 1000, Concord, California 94520. Attendance at the TakeCare Meeting
by itself will not constitute revocation of a proxy.

Whether or not you expect to attend the TakeCare Meeting, it is very
important that your shares be represented, and it would therefore be helpful if
you would return your signed and dated proxy card promptly. If you have any
questions regarding the proposed transaction, please call TakeCare's Investor
Relations Department at (510) 246-1300.

TAKECARE STOCKHOLDERS SHOULD NOT SEND STOCK CERTIFICATES WITH THEIR PROXY
CARDS. A TRANSMITTAL FORM WITH INSTRUCTIONS FOR THE SURRENDER OF THE TAKECARE
COMMON STOCK WILL BE MAILED TO EACH TAKECARE STOCKHOLDER AS SOON AS PRACTICABLE
AFTER THE EFFECTIVE TIME OF THE MERGER.

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FHP INTERNATIONAL CORPORATION

FHP, through its direct and indirect subsidiaries, is a leading provider of
managed health care services in the western United States. At March 31, 1994,
FHP provided managed health care services to approximately 906,000 health
maintenance organization ("HMO") members in California, Arizona, Utah, Guam, New
Mexico, Nevada and Colorado. FHP offers a full range of managed health care
products, including its HMO, preferred provider network ("PPO"),
point-of-service plans, third party administration plans and indemnity medical,
group life and workers' compensation insurance. FHP provides its services to
commercial and government employees and Medicare beneficiaries.

FHP operates primarily through two different HMO delivery models. In its
staff model, FHP delivers health care services through an employed staff of
primary care physicians, physician specialists, dentists, nurses and other
health care providers. These providers deliver health care to members in FHP
operated facilities rather than in the offices of independent physicians and
dentists. FHP also delivers health care services through independent practice
association and group model HMOs ("IPA" or "IPA model") in which FHP contracts
with independent medical and dental providers, and multi-specialty medical
groups to provide health care in facilities not operated by FHP. Each IPA model
centers around contract hospitals where contracting physicians maintain practice
privileges. In certain of FHP's service areas, members receive health care in
mixed models that give members a choice of seeing either independent contracting
physicians in their offices or staff physicians employed at FHP operated medical
centers. This mixed model combines favorable elements of both FHP's staff and
IPA models. FHP may expand its mixed model into other geographic areas in the
future.

TAKECARE, INC.

TakeCare, through its direct and indirect subsidiaries, is a managed health
care company that provides comprehensive health care services to approximately
788,000 members as of March 31, 1994, through its HMOs operating in California,
Colorado, Illinois and Ohio. TakeCare offers a range of managed health care
products, including a dual option product, a point-of-service plan, a plan for
Medicare beneficiaries, third party administration and utilization review
services and several PPO networks. Operating under the network and IPA models,
TakeCare's HMOs furnish their services through approximately 145 multi-specialty
medical groups, as well as individual physicians, hospitals and other providers
with which the HMOs contract. TakeCare's HMOs provide their services primarily
to commercial and government employer groups.

Founded in 1978, TakeCare initially operated exclusively in Northern
California where, by 1989, it had become the largest network model HMO, based on
enrollment. In 1989, TakeCare began significant marketing efforts in Southern
California and in 1992, through its acquisition of the HMO operations of Lincoln
National Corporation, substantially increased its Southern California enrollment
and began operating in Colorado, Illinois and Ohio. In 1993, TakeCare acquired
Comprecare, Inc. ("Comprecare"), a 178,000-member HMO in Colorado, making
TakeCare the largest HMO in Colorado. As of March 31, 1994, TakeCare had
approximately 409,000 members in California (of which 226,000 were in Northern
California and 183,000 were in Southern California), 297,000 members in
Colorado, and 43,000 and 39,000 members in Illinois and Ohio, respectively.

THE MERGER

GENERAL

THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN ASPECTS OF THE MERGER. THIS
SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE MERGER AGREEMENT, WHICH IS ATTACHED HERETO AS EXHIBIT A AND IS
INCORPORATED HEREIN BY REFERENCE, AND TO THE OPINIONS OF SMITH BARNEY SHEARSON
AND KIDDER, PEABODY, WHICH ARE ATTACHED HERETO AS EXHIBITS D AND E,
RESPECTIVELY, AND ARE INCORPORATED HEREIN BY REFERENCE.

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To effect the Merger, FHP recently formed FHP Sub as a wholly-owned
subsidiary. FHP Sub has not conducted any business to date other than entering
into the Merger Agreement and certain related activities. Pursuant to the Merger
Agreement, at the Effective Time: (i) TakeCare will be merged with and into FHP
Sub and will cease to exist as a separate entity; (ii) FHP Sub will be the
surviving corporation of the Merger (the "Surviving Corporation"), will continue
to be a wholly-owned subsidiary of FHP and will change its name to TakeCare,
Inc.; and (iii) each outstanding share of TakeCare Common Stock (other than
shares beneficially owned by FHP, TakeCare and their subsidiaries) will be
converted into the right to receive the Merger Consideration.

BACKGROUND OF THE MERGER

As part of its strategic planning activities, in late August of 1993, the
FHP Board of Directors authorized FHP management to seek strategic acquisitions
that would be favorable to FHP and its stockholders. After an analysis of
various potential strategic acquisitions available to FHP, FHP management
determined that a combination of FHP with TakeCare would offer a strong
strategic fit with FHP's existing operations.

In October of 1993, Westcott W. Price III, President and Chief Executive
Officer, Office of the Chief Executive, of FHP, approached R. Judd Jessup,
President and chief executive officer of TakeCare, to discuss a possible
combination of the two companies. Mr. Jessup indicated that FHP was one of the
companies with which TakeCare would consider a transaction. FHP engaged Smith
Barney Shearson to act as its financial advisor in connection with a possible
acquisition in October of 1993.

In early December of 1993, Mr. Price informed the FHP Board of Mr. Jessup's
response in October, and the FHP Board authorized the Office of the Chief
Executive, comprised of Mr. Price and Mark B. Hacken, also President and Chief
Executive Officer of FHP, to pursue TakeCare as a potential acquisition. Mr.
Price and Mr. Hacken then contacted Mr. Jessup to open discussions of the
potential terms of a combination of the two companies. A mutual form of
confidentiality agreement was proposed by FHP and, after negotiation, was
entered into by FHP and TakeCare on December 8, 1993. TakeCare engaged Kidder,
Peabody to act as its financial advisor in connection with a possible business
combination in December of 1993.

During December of 1993, senior officers, counsel and the financial advisors
of the two companies continued to discuss various aspects of a possible business
combination and the proposed terms of an agreement in principle setting forth
certain of the key provisions of the Merger (the "Agreement in Principle"). Also
during December, FHP's Board held meetings at which the FHP directors were
apprised of the status of negotiations and reviewed various aspects of the
proposed transaction with its senior management, outside legal counsel and
financial advisor. TakeCare's Board similarly held meetings at which the
TakeCare directors were apprised of the status of negotiations and reviewed
various aspects of the proposed transaction with its senior management.

During November and December of 1993, TakeCare representatives also
conducted preliminary discussions regarding a possible business combination with
several health care companies in addition to FHP. One such company submitted a
proposal for a stock-for-stock merger with TakeCare, and TakeCare engaged in
negotiations with representatives of that company concerning various aspects of
the proposal.

At a meeting held January 5, 1994, TakeCare's Board of Directors reviewed
and considered the results of TakeCare's negotiations with FHP, including the
principal terms of the proposed Agreement in Principle, and the results of its
negotiations with the company that had proposed the stock-for-stock merger.
Following discussion of the two proposals and consultation with TakeCare's
senior management and financial and legal advisors, the Board of Directors, by a
vote of 5 to 3, authorized TakeCare to enter into the Agreement in Principle
with FHP.

At a meeting held January 9, 1994, FHP's Board of Directors reviewed and
considered the results of FHP's negotiations with TakeCare, including a form of
the proposed Agreement in Principle, and,

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following discussion and consultation with FHP's senior management and financial
and legal advisors, unanimously approved the Agreement in Principle. FHP and
TakeCare executed the Agreement in Principle and, on January 10, 1994, issued a
joint press release announcing the Agreement in Principle.

The Agreement in Principle provided that TakeCare would negotiate
exclusively with FHP through February 7, 1994, toward the completion and
execution of a definitive merger agreement by that date. The value of the
consideration proposed to be paid by FHP to TakeCare stockholders in connection
with the Merger was approximately $62 per share of TakeCare Common Stock (based
on the then current market value of FHP Common Stock), consisting of $21.70 in
cash, 0.37033 of a share of FHP Common Stock and 1.24 shares of Convertible
Merger Preferred Stock. In the event that FHP and TakeCare did not reach a
definitive agreement and TakeCare entered into a combination with another
company within one year of the execution of the Agreement in Principle, the
Agreement in Principle provided that TakeCare would pay to FHP a fee of
approximately $8 million (calculated as 1% of the aggregate consideration
offered). The Agreement in Principle also provided that TakeCare could authorize
bonuses not exceeding $7.5 million in the aggregate for certain executives
which, together with TakeCare's costs and expenses related to the transaction,
would not exceed $10.5 million. To the extent such bonuses, together with
TakeCare's costs and expenses related to the transaction, exceeded $10.5
million, either the purchase price or the bonuses were required to be reduced by
such excess.

In connection with the delivery of the Agreement in Principle, Jack R.
Anderson, TakeCare's Chairman, and his wife, in their capacities as stockholders
of TakeCare, entered into a stockholder agreement with FHP pursuant to which
they agreed, among other things, to vote all of their shares of TakeCare Common
Stock in favor of the Merger. See "-- Related Transactions."

Following the execution of the Agreement in Principle, senior management of
FHP and TakeCare commenced a mutual exchange of additional non-public
information relating to their operations. Members of the due diligence teams of
each company met with senior executives of the other company and reviewed and
discussed financial statements, tax positions, operating budgets and plans, and
other financial and operational matters. Several meetings among senior officers
of each company and their respective counsel and financial advisors were held to
discuss the proposed combination and to negotiate the terms of a definitive
merger agreement. During this time, various presentations were given by the
managements of FHP and TakeCare to their respective Boards of Directors at which
the results of each company's due diligence investigations, including
information regarding the companies' respective businesses, operations,
financial condition, historical cash flows and results of operations and
prospects, were discussed and reviewed. See "-- Recommendations of the Boards of
Directors and Reasons for the Merger."

As the exchange of information and negotiations between FHP and TakeCare
proceeded during January, TakeCare received unsolicited merger proposals from
two additional health care companies, one proposing a stock-for-stock exchange
and an alternate combination cash-and-stock exchange under certain
circumstances, the other proposing an exchange of a combination of cash,
subordinated debentures and shares of its common stock for the outstanding stock
of TakeCare. Based upon the market prices of each company's common stock as of
the dates of the respective proposals, January 17 and January 30, 1994, the two
unsolicited proposals had approximate values of $72.00 and $68.50, respectively,
per share of TakeCare Common Stock.

In late January of 1994, TakeCare informed FHP that, in light of competing
proposals that had been presented to TakeCare, FHP's offer of $62 per share
appeared inadequate. On January 27, 1994, FHP's Board of Directors met to
discuss the possibility of increasing the value of the consideration proposed to
be paid by FHP in the Merger. After hearing and considering reports from its
senior management and financial advisor, FHP's Board of Directors determined to
increase the value of the consideration offered to TakeCare stockholders to
approximately $65 per share of TakeCare Common Stock (based upon the then
current market value of FHP Common Stock), consisting of 0.91000 of a

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share of Non-Convertible Merger Preferred Stock or $22.75 in cash (at the
election of the respective holders of TakeCare Common Stock), 0.38825 of a share
of FHP Common Stock and 1.30 shares of Convertible Merger Preferred Stock. This
offer provided TakeCare stockholders the alternative of receiving
Non-Convertible Merger Preferred Stock in lieu of the cash component of the
proposed consideration. FHP's increased offer was communicated to TakeCare's
Board of Directors on January 29, 1994.

In early February of 1994, the company that had on January 17 offered $72
per share of TakeCare Common Stock submitted an unsolicited revised proposal to
TakeCare. While its alternate cash-and-stock proposal continued to be valued at
approximately $72, its proposed stock-for-stock exchange had a value of
approximately $80 per share of TakeCare Common Stock (based upon the then
current market value of its common stock). TakeCare advised FHP that, in light
of this revised proposal, it did not appear that TakeCare would be in a position
to execute a definitive merger agreement with FHP by February 7, notwithstanding
the increased offer communicated by FHP on January 29.

Based on that information, on February 4, 1994, FHP's Board of Directors
again met to discuss the possibility of increasing the value of the
consideration proposed to be paid by FHP in the Merger. After hearing and
considering reports from its senior management and financial advisor, FHP's
Board of Directors determined to increase the value of the consideration offered
to TakeCare stockholders to approximately $70 per share of TakeCare Common Stock
(based on the then current market value of FHP common stock), consisting of
0.98000 of a share of Non-Convertible Merger Preferred Stock or $24.50 in cash
(at the election of the respective holders of TakeCare Common Stock), 0.38182 of
a share of FHP Common Stock and 1.40 shares of Convertible Merger Preferred
Stock. The increased offer was presented to TakeCare's Board of Directors on
February 5, 1994.

The TakeCare Board, after reviewing the current status of all pending
proposals and consulting with TakeCare's senior management and financial and
legal advisors, concluded that, in light of the competing proposals, it was
unable to approve the definitive merger agreement with FHP and that it would be
in the best interests of TakeCare's stockholders if, following the February 7,
1994 expiration of TakeCare's agreement to negotiate exclusively with FHP,
TakeCare were to provide to the competing offerors the same non-public
information that it had previously provided to FHP.

The period of exclusive negotiation under the Agreement in Principle
terminated on February 7, 1994 without the execution of a definitive merger
agreement. On February 8, 1994, TakeCare announced its intention to engage in
discussions with other potential merger partners, in addition to FHP, and
thereafter, TakeCare exchanged information and engaged in such discussions with
such potential partners.

On February 28, 1994, FHP revised its offer of $70 per share of TakeCare
Common Stock to reflect the then current market value of FHP Common Stock. The
revised offer consisted of $24.50 in cash, 0.3621 of a share of FHP Common Stock
and 1.40 shares of Convertible Merger Preferred Stock. In addition, FHP offered
TakeCare stockholders the opportunity to elect to take the merger consideration
either all in cash or all in FHP Common Stock, so long as the total mix of
consideration remained unchanged.

As the exchange of information proceeded between TakeCare and the three
companies that had submitted merger proposals in addition to FHP, TakeCare
invited all four companies to submit final proposals prior to TakeCare's Board
of Directors meeting scheduled for March 2, 1994. FHP's Board of Directors met
on March 1, 1994 to discuss the possibility of increasing the value of the
consideration proposed to be paid by FHP in the Merger. After additional
deliberation and discussions with its senior management and financial advisor,
FHP's Board authorized senior management to increase the value of FHP's offer to
approximately $80 per share of TakeCare Common Stock (based on the then current
market value of FHP Common Stock), consisting of $24.00 in cash, 0.5517 of a
share of FHP Common Stock and 1.60 shares of Convertible Merger Preferred Stock.
In addition, FHP offered TakeCare the

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option of a stock-for-stock exchange in which each share of TakeCare Common
Stock would be converted into 2.7931 shares of FHP Common Stock, valued at
approximately $81.00 (based on the then current market value of FHP Common
Stock).

At its meeting held March 2, 1994, the Board of Directors of TakeCare
considered FHP's revised proposal as well as revised proposals of the two
companies that had submitted unsolicited proposals in January, following
announcement of the Agreement in Principle between FHP and TakeCare. One such
proposal was for an exchange of a combination of cash and stock valued at
approximately $75 per share of TakeCare Common Stock (based on the then current
market value of the offeror's common stock); the other was for a stock-for-stock
exchange valued at approximately $83, or, at the option of the offeror, a
combination of cash and stock valued at approximately $84, per share of TakeCare
Common Stock (each based on the then current market value of the offeror's
common stock). The fourth company, that had submitted a proposal to TakeCare
prior to the execution of the Agreement in Principle, advised TakeCare prior to
the March 2 meeting that it was no longer interested in proposing a merger with
TakeCare.

TakeCare's Board of Directors, with the assistance of TakeCare's senior
management and financial and legal advisors, reviewed and evaluated the terms of
the three proposals and, by unanimous vote, determined to accept FHP's proposed
$80 stock-and-cash transaction with certain modifications to the composition of
the proposed consideration. TakeCare's Board proposed that the consideration
consist of 1.12 shares of Non-Convertible Merger Preferred Stock or $28.00 in
cash (at the election of the respective holders of TakeCare Common Stock),
0.41379 of a share of FHP Common Stock and 1.60 shares of Convertible Merger
Preferred Stock. FHP accepted the modified composition of the consideration.

In reaching its determination to accept the FHP proposal notwithstanding a
competing proposal valued marginally higher (based upon the then current market
values of the respective common stocks of the two offerors), TakeCare's Board of
Directors considered, among other things, the relative likelihood of
consummation of the proposed transactions and the extent to which the businesses
of the two offerors were complementary to that of TakeCare.

On March 3, 1994, the respective Boards of Directors of FHP and TakeCare met
to consider the final terms of the Merger. Members of each company's senior
management and their legal counsel and financial advisors made presentations to
their respective Boards and discussed with that Board their views and analyses
of various aspects of the proposed Merger. See "-- Opinions of Financial
Advisors." Each of the Boards of Directors of FHP and TakeCare at its respective
meeting, unanimously approved the Merger and authorized the respective officers
of such corporations to enter into the definitive merger agreement. The Merger
Agreement was executed by FHP, FHP Sub and TakeCare later that evening. On March
4, 1994, FHP and TakeCare issued a joint press release announcing the execution
of the definitive agreement.

At a meeting of the Board of Directors of TakeCare on April 22, 1994, the
Board determined, among other matters, by the favorable vote of five of the
seven directors present that if the expenses of TakeCare incurred in connection
with the Merger exceed $3 million, such excess will reduce pro rata the amount
of cash or shares of Non-Convertible Merger Preferred Stock to be issued in the
Merger upon conversion of each share of Take Care Common Stock. See "--
Conversion of TakeCare Common Stock." At the meeting, the TakeCare Board also
approved, by a vote of four of the seven directors present, a recommendation
that, after the Merger, FHP cause the Surviving Corporation to pay to R. Judd
Jessup, TakeCare's president, and Dennis L. Gates, TakeCare's chief financial
officer, bonuses of $5 million and $2.5 million, respectively. See "-- Interests
of Certain Persons in the Merger." The TakeCare Board also approved an increase
in the compensation payable to Kidder, Peabody.

On April 25, 1994, two members of TakeCare's Board of Directors, Russell W.
Ayres and Richard M. Johnston, resigned from the Board. In resigning, Directors
Ayres and Johnston noted their disagreement with the TakeCare Board's approval
at its meeting on April 22 of the reduction from merger proceeds of transaction
related expenses in excess of $3 million, the recommendation relating

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to the bonuses payable to Director Jessup and Mr. Gates and the increase in the
compensation payable to Kidder, Peabody. Directors Ayres and Johnston either
abstained or voted against each such matter at TakeCare's Board of Directors
meeting. Directors Ayres and Johnston had previously voted against approval of
the Agreement in Principle, but voted in favor of the Merger as approved by the
TakeCare Board on March 3, 1994. In tendering their resignations, Directors
Ayres and Johnston requested that this Joint Proxy Statement not create any
implication that either this Joint Proxy Statement, or any prior drafts thereof,
were reviewed or approved by them, and no such implication is intended. Each of
the remaining directors of TakeCare has had the opportunity to review and
comment on this Joint Proxy Statement prior to its mailing.

At a meeting of its Board of Directors also held on April 22, 1994, FHP's
Board of Directors unanimously approved amendments to the Merger Agreement, to
the extent required to reflect the agreements of the parties described above.

RECOMMENDATIONS OF THE BOARDS OF DIRECTORS AND REASONS FOR THE MERGER

FHP. FHP's Board of Directors believes that the Merger offers FHP and its
stockholders a unique opportunity to create a combined company with enhanced
stability (in terms of both geographic diversity and membership mix) and
increased recognition as an industry leader. In addition, FHP believes that the
Merger will be advantageous to the HMO members of both FHP and TakeCare in that
it will provide them with a wider choice of doctors and hospitals and will
result in efficiencies and cost savings associated with the larger size of the
combined company that can be passed on to them in the form of lower premiums or
increased benefits. THE FHP BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY AND RECOMMENDS THAT THE STOCKHOLDERS
OF FHP VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY.

In considering the Merger, the FHP Board of Directors noted that FHP and
TakeCare are uniquely complementary in terms of geography, membership mix and
health care delivery systems. The Merger will create a combined company that
will be the fifth largest HMO in the United States (the second largest publicly
owned HMO), serving more than 1.6 million members in eight states and the
territory of Guam with a combined revenue of more than $3.19 billion (based upon
the twelve months ended December 31, 1993). The combined company will be the
largest HMO in Colorado and Utah, and one of the three largest HMOs in
California, Arizona, New Mexico, Nevada and Guam. In addition, FHP will gain two
new regions: Illinois and Ohio. FHP's Board of Directors believes that, as one
of the nation's largest HMOs, the combined company will be recognized as a
leader in the health care industry and in its local service areas. Within
California, the Merger will combine FHP's operations in Southern California with
TakeCare's operations in Northern California to give the combined company a
statewide commercial presence. FHP's management believes that a statewide
presence will allow the combined company to better compete for large statewide
accounts.

The Merger will also change FHP's mix of commercial and Medicare businesses
by more than doubling FHP's current commercial enrollment. The combined company
will have over 1.3 million commercial enrollees and over half of its revenue
will come from commercial members. FHP's Board believes that the increase in
commercial enrollment will enable the combined company to expand into the senior
market in Northern California and Colorado. The combined company will also be
able to cross-market FHP's ancillary products, such as the 24-Hour Managed Care
Program-SM- (which includes workers' compensation), and optometry, pharmacy and
dental services, to TakeCare's existing base of employers and members.

Given the current state of health care reform efforts, integrated delivery
systems are being formed across the country. FHP's management believes that a
more integrated delivery system would greatly strengthen FHP's prospects for the
future. The Merger will result in a fully integrated HMO that is an arranger, as
well as a provider of health care services, with the expertise to deliver health
care through the use of a broad range of health care delivery and payment
mechanisms, including the staff model, capitation of IPAs and groups and
percent-of-premium contracts.

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The FHP Board of Directors believes that the Merger also offers the
potential to achieve significant operational cost savings for the combined
company. FHP's management believes that the combined company can reduce costs by
eliminating duplicative administrative, sales and advertising expenses, by
consolidating management information systems and administrative functions for
the insurance businesses of both companies, and by applying each company's most
successful health care delivery systems and managed care techniques to the other
company.

At the meetings of FHP's Board of Directors held between December 13, 1993
and March 3, 1994, the FHP Board received presentations from, and reviewed the
proposed terms and conditions of the Merger with, FHP's senior officers, FHP's
independent accountants, legal counsel and its financial advisor. In its
deliberations concerning the Merger, the FHP Board considered a number of
factors, including, among other things: (i) TakeCare's business, assets,
management, competitive position and prospects; (ii) the financial condition,
results of operations and cash flows of TakeCare, both on a historical and on a
prospective basis, before giving effect to the Merger; (iii) the financial
condition, results of operations and cash flows of FHP, both on a historical and
on a prospective basis, before and after giving effect to the Merger; (iv)
historical market prices and trading information with respect to the TakeCare
Common Stock; (v) historical market prices and trading information with respect
to the FHP Common Stock; (vi) presentations by FHP's management relating to
TakeCare; (vii) the value and composition of the Merger Consideration to be paid
to the holders of TakeCare Common Stock in the Merger, including the possible
dilutive effect thereof upon earnings per share for the holders of FHP Common
Stock; (viii) the potential for treatment of the Merger as a "tax-free
reorganization" for federal income tax purposes; (ix) the potential efficiencies
and synergies that may be realized by the combined operations of FHP and
TakeCare; (x) the regulatory approvals required to consummate the Merger and the
prospects for the consummation of the Merger; and (xi) the oral and written
opinions of its financial advisor.

In evaluating the recommendation of the FHP Board of Directors, stockholders
of FHP should consider carefully the matters described under "-- Certain
Considerations."

In analyzing the transactions contemplated by the Merger Agreement, the FHP
Board was assisted and advised by Smith Barney Shearson. At its meeting held
March 3, 1994 at which the Merger Agreement and the transactions contemplated
thereby were discussed and approved, the FHP Board received from Smith Barney
Shearson an oral opinion, to the effect that as of such date, the Merger
Consideration was fair, from a financial point of view, to FHP. Smith Barney
Shearson confirmed its oral opinion in a written opinion dated March 3, 1994. At
the request of FHP, Smith Barney Shearson rendered a second written opinion, in
substantially the same form as its first written opinion, to the effect that, as
of May 2, 1994, the Merger Consideration was fair, from a financial point of
view, to FHP. A copy of the Smith Barney Shearson written opinion dated May 2,
1994 is attached hereto as Exhibit D.

THE FHP BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS OF FHP VOTE FOR THE
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
THEREBY.

TAKECARE. TakeCare's Board of Directors believes that the Merger offers
TakeCare's stockholders a timely opportunity to realize a portion of the
increased value of their investment, while at the same time retaining a portion
of their investment in a more diversified managed health care company. TakeCare
believes that the Merger will result in a combined company with enhanced
stability (in terms of both geographic diversity and membership mix) and
increased recognition as an industry leader. THE TAKECARE BOARD OF DIRECTORS HAS
APPROVED THE MERGER AND RECOMMENDS THAT TAKECARE STOCKHOLDERS VOTE FOR APPROVAL
AND ADOPTION OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY.

In arriving at its recommendation to the TakeCare stockholders, the TakeCare
Board considered, without assigning relative weights to, a number of factors,
including: (i) the terms and conditions of the proposed Merger, including the
nature and value of the consideration to be paid by FHP; (ii) the

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financial condition, results of operations, business, market position,
prospects, and strategic objectives of FHP; (iii) the likelihood that, for
federal income tax purposes, no gain or loss will be recognized by TakeCare
stockholders with respect to the FHP stock received in exchange for their
TakeCare Common Stock; and (iv) the opinion of Kidder, Peabody as to the
fairness, from a financial point of view, of the Merger Consideration to be
received in the Merger by the holders of shares of TakeCare Common Stock to such
holders.

In evaluating the recommendation of the TakeCare Board of Directors,
stockholders of TakeCare should carefully consider the matters described under
"-- Certain Considerations."

In addition, stockholders of TakeCare should note that the Merger Agreement,
in its orginal form, received the unanimous approval of TakeCare's directors,
but that certain amendments to the Merger Agreement were approved by only a
majority vote of such directors. See "-- Background of the Merger."

THE TAKECARE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS OF TAKECARE
VOTE FOR THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY.

OPINIONS OF FINANCIAL ADVISORS

FHP. Smith Barney Shearson has acted as financial advisor to FHP in
connection with the Merger and has assisted the FHP Board in its examination of
the fairness, from a financial point of view, of the Merger Consideration to
FHP.

On March 3, 1994, Smith Barney Shearson rendered its oral opinion to the FHP
Board of Directors to the effect that, as of the date of such opinion, the
Merger Consideration was fair, from a financial point of view, to FHP. Smith
Barney Shearson confirmed its oral opinion in a written opinion dated March 3,
1994. At the request of FHP, Smith Barney Shearson rendered a second written
opinion, in substantially the same form as its first written opinion, to the
effect that, as of May 2, 1994, the Merger Consideration was fair, from a
financial point of view, to FHP. THE FULL TEXT OF THE WRITTEN OPINION OF SMITH
BARNEY SHEARSON DATED MAY 2, 1994, WHICH SETS FORTH THE ASSUMPTIONS MADE,
PROCEDURES FOLLOWED, MATTERS CONSIDERED, LIMITATIONS ON AND THE SCOPE OF THE
REVIEW BY SMITH BARNEY SHEARSON IN RENDERING ITS OPINION, IS ATTACHED HERETO AS
EXHIBIT D AND IS INCORPORATED HEREIN BY REFERENCE. FHP STOCKHOLDERS ARE URGED TO
READ SMITH BARNEY SHEARSON'S OPINION IN ITS ENTIRETY.

In connection with rendering its oral opinion and preparing its written and
oral presentations to the FHP Board, Smith Barney Shearson performed a variety
of financial analyses, including those summarized below. The summary set forth
below does not purport to be a complete description of the analyses performed by
Smith Barney Shearson in this regard. Smith Barney Shearson's opinion is
directed only to the fairness from a financial point of view of the Merger
Consideration, does not address any other aspect of the Merger and does not
constitute a recommendation to any FHP stockholder as to how such stockholder
should vote at the FHP Meeting. The summary of the opinion of Smith Barney
Shearson set forth below is qualified in its entirety by reference to such
opinion.

In arriving at its opinion, Smith Barney Shearson reviewed the Merger
Agreement and held discussions with certain senior officers, directors and other
representatives and advisors of FHP and certain senior officers and
representatives and advisors of TakeCare to discuss the business, operations and
prospects of FHP and TakeCare. Smith Barney Shearson examined certain publicly
available business and financial information relating to FHP and TakeCare as
well as certain financial forecasts and other data for FHP and TakeCare which
were provided to Smith Barney Shearson by the respective managements of FHP and
TakeCare, including information relating to certain strategic implications and
operational benefits anticipated from the Merger. Smith Barney Shearson reviewed
the financial terms of the Merger as set forth in the Merger Agreement in
relation to, among other things: current and historical market prices and
trading volumes of the FHP Common Stock and the TakeCare Common Stock; the
respective companies' historical and projected earnings; and the capitalization
and financial condition of FHP and TakeCare. Smith Barney Shearson considered,
to the extent publicly available, the financial terms of certain other similar
transactions recently effected

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that Smith Barney Shearson considered comparable to the Merger and analyzed
certain financial and other publicly available information relating to the
businesses of other companies whose operations Smith Barney Shearson considered
comparable to those of FHP and TakeCare. Smith Barney Shearson also evaluated
the potential pro forma financial impact of the Merger on FHP and conducted such
other analyses and examinations and considered such other financial, economic
and market criteria as Smith Barney Shearson deemed necessary to arrive at its
opinion.

In rendering its opinion, Smith Barney Shearson assumed and relied, without
independent verification, upon the accuracy and completeness of all financial
and other information publicly available or furnished to or otherwise discussed
with Smith Barney Shearson. With respect to financial forecasts and other
information provided to or otherwise discussed with Smith Barney Shearson, Smith
Barney Shearson assumed that such forecasts and other information were
reasonably prepared on bases that reflected the best currently available
estimates and judgments of the respective managements of FHP and TakeCare as to
the expected future financial performance of FHP and TakeCare. Smith Barney
Shearson did not express any opinion as to what the value of the FHP Common
Stock or Convertible Merger Preferred Stock actually will be when issued to
TakeCare stockholders pursuant to the Merger or the price at which the FHP
Common Stock or the Convertible Merger Preferred Stock will trade subsequent to
the Merger. In addition, Smith Barney Shearson did not make, nor was it provided
with, an independent evaluation or appraisal of the assets or liabilities
(contingent or otherwise) of FHP or TakeCare nor did Smith Barney Shearson make
any physical inspection of the properties or assets of FHP or TakeCare. Smith
Barney Shearson was not asked to consider and its opinion does not address the
relative merits of the Merger as compared to any alternative business strategies
that might exist for FHP or the effect of any other transaction in which FHP
might engage. No limitations were imposed by FHP on Smith Barney Shearson with
respect to the investigations made or procedures followed by Smith Barney
Shearson in rendering its opinion. Smith Barney Shearson's opinion necessarily
is based upon financial, stock market and other conditions and circumstances
existing and disclosed to Smith Barney Shearson as of the date of its opinion.

In preparing its opinion to the Board of Directors of FHP, Smith Barney
Shearson performed a variety of financial and comparative analyses, including
those described below. The summary of such analyses does not purport to be a
complete description of the analyses underlying Smith Barney Shearson's opinion.
The preparation of a fairness opinion is a complex analytical process involving
various determinations as to the most appropriate and relevant methods of
financial analyses and application of those methods to the particular
circumstances and, therefore, such an opinion is not readily susceptible to
summary description. In arriving at its opinion, Smith Barney Shearson did not
attribute any particular weight to any analysis or factor considered by it, but
rather made qualitative judgments as to the significance and relevance of each
analysis and factor. Accordingly, Smith Barney Shearson believes that its
analyses must be considered as a whole and that selecting portions of its
analyses or the factors considered by it, without considering all analyses and
factors, could create a misleading or incomplete view of the processes
underlying such analyses and its opinion. In its analyses, Smith Barney Shearson
made numerous assumptions with respect to FHP and TakeCare, industry
performance, general business, economic, market and financial conditions and
other matters, many of which are beyond the control of FHP and TakeCare. The
estimates contained in such analyses are not necessarily indicative of actual
values or predictive of future results or values, which may be significantly
more or less favorable than those suggested by such analyses. In addition,
analyses relating to the value of businesses or securities do not purport to be
appraisals or to reflect the prices at which businesses or securities actually
may be sold. Accordingly, such analyses and estimates are inherently subject to
substantial uncertainty.

COMPARABLE COMPANY ANALYSIS. Using publicly available information, Smith
Barney Shearson analyzed, among other things, the closing stock prices and
market values of the following managed care companies: (i) companies with
operations primarily in California ("California Companies"): FHP; Foundation
Health Corporation; Maxicare Health Plans Inc.; PacifiCare Health Systems, Inc.;
Qual-Med Inc.; TakeCare; and WellPoint Health Networks Inc.; (ii) companies with
operations in

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multiple markets ("Multi-Market Companies"): Coventry Corporation; Healthsource,
Inc.; Humana, Inc.; Physicians Corporation of America; United HealthCare
Corporation; and U.S. Healthcare, Inc.; and (iii) companies with operations in a
single market ("Single Market Companies" and, together with the California
Companies and the Multi-Market Companies, the "Comparable Companies"): Gencare
Health Systems, Inc.; Intergroup Healthcare Corporation; Mid Atlantic Medical
Services, Inc.; Oxford Health Plans, Inc.; Physicians Health Services Inc.;
Sierra Health Services, Inc.; United American Healthcare Corporation; and United
Wisconsin Services, Inc. Smith Barney Shearson compared the results of FHP and
TakeCare to the results of the Comparable Companies.

Smith Barney Shearson compared market values as multiples of historical net
income and projected earnings per share ("EPS"). The mean and median multiples
of net income of the Comparable Companies for the latest twelve months were 29.8
and 26.1, respectively. The mean and median multiples of projected calendar 1993
EPS of the Comparable Companies were 25.8 and 23.2, respectively. The mean and
median multiples of projected calendar 1994 EPS of the Comparable Companies were
20.9 and 18.9, respectively. Those multiples may be compared with the TakeCare
multiples of projected calendar 1993 EPS and projected calendar 1994 EPS of 25.4
and 21.9, respectively.

Smith Barney Shearson also compared the adjusted market values (equity
market value plus book value of debt and preferred stock, less cash and cash
equivalents) to historical sales and earnings before interest, taxes,
depreciation and amortization ("EBITDA") and the value (adjusted market value,
less operating working capital) per HMO member of the Comparable Companies. The
mean and median multiples of the latest twelve months sales of the Comparable
Companies were 1.2 and 1.0, respectively. The mean and median multiples of
EBITDA of the Comparable Companies were 12.0 and 11.3, respectively. The mean
and median values per HMO member for the Comparable Companies were approximately
$1,976 and $1,634, respectively. The multiples of TakeCare's latest twelve
months sales and EBITDA were 1.08 and 13.2, respectively, and the value per HMO
member was $1,388. All multiples for the Comparable Companies were based on
closing stock prices as of February 25, 1994. All multiples for TakeCare were
based on an assumed purchase price of $80.00 per share.

SELECTED MERGER AND ACQUISITION TRANSACTIONS ANALYSIS. Using publicly
available information, Smith Barney Shearson analyzed the purchase prices and
transaction values in the following selected merger and acquisition transactions
in the managed health care industry: Ramsay HMO/United HealthCare Corporation;
Complete Health Services Inc./United HealthCare Corporation; HMO America,
Inc./United HealthCare Corporation; Comprecare/TakeCare; Physicians Health
Systems (SC)/Healthsource, Inc. (NH); Western Ohio Healthcare Corp./United
HealthCare Corporation; Century MediCorp., Inc./Foundation Health Corporation;
Bridgeway Plan for Health (California Pacific Health)/Qual-Med, Inc.; Lincoln
National HMOs/TakeCare; Farm Bureau Managed Care/Healthsource, Inc.; Michael
Reese HMO Plan/Humana, Inc.; Physician Health Plan (OH)/United HealthCare
Corporation (MN); Health Plan of America (CA)/PacificCare Health Systems, Inc.;
National Healthcare Systems/Foundation Health Corporation; Ocean State
Coordinated Health/United HealthCare Corporation (MN); Tennessee 1st Health Plan
(TN)/Healthsource, Inc. (NH); HEALS/ Qual-Med, Inc.; VIP Health Plan
(CA)/Century MediCorp., Inc. (CA); Primecare Health Plan/United HealthCare
Corporation; Total Health Systems, Inc./Equicor; HealthWays Systems, Inc. (NJ
and NY)/ Aetna, PARTNERS Investor Group; and Foundation Health Corporation
(WA)/Qual-Med, Inc. (collectively, the "Comparable Transactions"). Of these
transactions, Smith Barney Shearson determined that those most comparable to the
Merger were the most recent transactions involving the following targets: Ramsay
HMO; Complete Health Services Inc.; and HMO America (the "Focus Group").

Smith Barney Shearson compared the purchase prices as multiples of, among
other things, historical net income and projected net income. The mean multiples
of historical net income and projected net income of the Focus Group were 33.9
and 23.6, respectively. These multiples may be compared with the TakeCare
multiples of projected calendar 1993 EPS and projected calendar 1994 EPS of 25.4
and 21.9, respectively. Smith Barney Shearson also compared transaction values
as a multiple of, among other things, historical sales and transaction values
per HMO member. The mean

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multiple of historical sales for the Focus Group was 1.1 and the mean value per
HMO member was $1,562. The multiple of TakeCare's latest twelve months sales was
1.08 and the value per HMO member was $1,388 based on an assumed purchase price
of $80.00 per share.

No company, transaction or business used in the comparable company and
selected merger and acquisition transactions analyses is identical to FHP,
TakeCare or the Merger. Accordingly, an analysis of the results of the foregoing
is not entirely mathematical; rather it involves complex considerations and
judgments concerning differences in financial and operating characteristics and
other factors that could affect the acquisition or public trading value of the
Comparable Companies or the business segment or company to which they are being
compared.

DISCOUNTED CASH FLOW ANALYSIS. Smith Barney Shearson performed a discounted
cash flow analysis of the projected free cash flow of TakeCare for the twelve
month period ended June 30, 1995 through the twelve month period ended June 30,
1999 assuming, among other things, discount rates of 13.0%, 15.0% and 17.0% and
terminal multiples of net income for the twelve month period ended June 30, 1999
of 18.0, 19.0 and 20.0. Utilizing these assumptions, Smith Barney Shearson
arrived at estimated ranges of values per share for TakeCare as of June 30, 1994
of $72.40 to $91.35 (as compared to an assumed purchase price per share of
$80.00).

PRO FORMA MERGER ANALYSIS. Smith Barney Shearson analyzed certain pro forma
effects resulting from the Merger, including the impact of the Merger on FHP's
book and market capitalization, balance sheet leverage ratios and pro forma
earnings per share. As a result of the Merger, TakeCare stockholders will own
approximately 37.6% of FHP on a fully-diluted basis. As a result of the Merger,
FHP's total debt as compared to total capitalization will increase from 21.5% to
27.4%. Based on estimates of FHP and TakeCare management for the performance of
the combined companies and estimates of selected investment banking firms as to
FHP earnings, the results of the pro forma merger analysis suggest that the
Merger will not have a significant impact on FHP's EPS in the fiscal year ending
June 30, 1995 and will be accretive to FHP's EPS in the fiscal year ending June
30, 1996. The actual results achieved by the combined company may vary from
projected results and the variations may be material.

OTHER FACTORS AND ANALYSES. In rendering its opinion, Smith Barney Shearson
considered various other factors and conducted certain additional analyses,
including, among other things, a review of: (i) FHP and TakeCare historical and
projected financial results; (ii) the history of trading prices and volume for
FHP Common Stock and TakeCare Common Stock and the relationship between
movements of such securities, movements of the common stock of comparable
companies and movements in the National Over-the-Counter Composite Index, and
(iii) the premium of the purchase price over trading prices of TakeCare Common
Stock prior to the announcement of the Agreement in Principle and of the Merger.

ENGAGEMENT. Smith Barney Shearson is a nationally recognized investment
banking firm and as part of its investment banking business, Smith Barney
Shearson is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, secondary distributions of listed and unlisted securities,
private placements and valuations for estate, corporate and other purposes. FHP
selected Smith Barney Shearson as its financial advisor because of Smith Barney
Shearson's experience in transactions similar to the Merger as well as Smith
Barney Shearson's prior relationship and familiarity with FHP. In the past,
Smith Barney Shearson has provided investment banking services to FHP, including
acting as lead manager in connection with an offering by FHP in September 1993
of $100,000,000 aggregate principal amount of 7% Senior Notes due 2003, for
which Smith Barney Shearson received customary compensation.

As compensation for its services as financial advisor to FHP in connection
with the Merger, FHP has agreed to pay Smith Barney Shearson: (i) a retainer fee
of $100,000; (ii) an opinion fee of $250,000, which was payable upon delivery by
Smith Barney Shearson of its written opinion to the Board of

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Directors of FHP; (iii) a financing fee of $500,000 payable upon receipt by FHP
of the financing proceeds under the Credit Agreement and (iv) a transaction fee
of approximately $7.7 million, payable upon the consummation of the Merger,
against which the retainer fee and the opinion fee will be credited. FHP has
also agreed to reimburse Smith Barney Shearson for its reasonable out-of-pocket
expenses, including the fees and expenses of its legal counsel, and to indemnify
Smith Barney Shearson and its affiliates against certain liabilities, including
liabilities under the federal securities laws, relating to, arising out of or in
connection with its engagement. In the ordinary course of its business, Smith
Barney Shearson may trade the securities of FHP and TakeCare for its own account
and for the accounts of its customers and, accordingly, may at any time hold a
long or short position in such securities.

TAKECARE. Kidder, Peabody has acted as financial advisor to TakeCare in
connection with the Merger and has assisted the TakeCare Board of Directors in
its examination of the fairness, from a financial point of view, of the Merger
Consideration to be received by the holders of shares of TakeCare Common Stock
in the Merger.

On March 3, 1994, Kidder, Peabody rendered its oral opinion to the TakeCare
Board to the effect that, as of the date of such opinion, the Merger
Consideration to be received in the Merger by the holders of shares of TakeCare
Common Stock was fair, from a financial point of view, to such holders. Kidder,
Peabody subsequently rendered a written opinion confirming its earlier oral
opinion that, as of May 2, 1994, the Merger Consideration to be received in the
Merger by the holders of TakeCare Common Stock was fair, from a financial point
of view, to such holders. THE FULL TEXT OF THE WRITTEN OPINION OF KIDDER,
PEABODY WHICH SETS FORTH THE ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS
CONSIDERED, LIMITATIONS ON AND THE SCOPE OF THE REVIEW BY KIDDER, PEABODY IN
RENDERING ITS OPINION IS ATTACHED HERETO AS EXHIBIT E AND IS INCORPORATED HEREIN
BY REFERENCE. TAKECARE STOCKHOLDERS ARE URGED TO READ KIDDER, PEABODY'S OPINION
IN ITS ENTIRETY.

In connection with its opinion, Kidder, Peabody reviewed, among other
things, the Merger Agreement. Kidder, Peabody also reviewed certain financial
and other information with respect to TakeCare and FHP that was publicly
available or furnished to Kidder, Peabody by TakeCare and FHP, including
financial forecasts, certain internal financial analyses, reports and other
information prepared by their respective managements and representatives.
Kidder, Peabody held discussions with various members of the senior management
of TakeCare and FHP concerning each company's historical and current operations,
financial condition and prospects. Kidder, Peabody also held discussions with
senior management of FHP concerning the strategic and operating benefits
anticipated from the Merger. In addition, Kidder, Peabody: (i) reviewed the
price and trading histories of the common stocks of TakeCare and FHP and
compared such prices and trading histories with those of publicly traded
companies it deemed relevant for purposes of its opinion; (ii) compared certain
financial data of TakeCare and FHP with those of publicly traded companies it
deemed relevant for purposes of its opinion; (iii) compared certain financial
terms of the Merger to certain financial terms of selected business combinations
it deemed relevant for purposes of its opinion; (iv) reviewed the potential pro
forma financial effects of the Merger; (v) considered current conditions in the
markets for preferred stock it deemed meaningful for purposes of its opinion;
and (vi) conducted such other financial studies, analyses and investigations and
reviewed such other factors as it deemed appropriate for purposes of its
opinion.

In rendering its opinion, Kidder, Peabody relied, without independent
verification, on the accuracy and completeness of all financial and other
information reviewed by Kidder, Peabody that was publicly available or furnished
or otherwise communicated to it by or on behalf of TakeCare or FHP. Kidder,
Peabody assumed that the TakeCare financial forecasts which it examined were
reasonably prepared by TakeCare management and that the FHP financial forecasts,
including synergy estimates, which were examined by Kidder, Peabody were
reasonably prepared by FHP management on bases reflecting the best currently
available estimates and good faith judgments of the respective managements as to
the future performance of each respective company and the anticipated synergies
from the Merger. Kidder, Peabody also assumed, with TakeCare's consent, that the
strategic and

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operating benefits anticipated from the Merger by FHP management will be
realized. Kidder, Peabody did not make an independent evaluation or appraisal of
the assets or liabilities (contingent or otherwise) of TakeCare or FHP nor was
Kidder, Peabody furnished with any such evaluations or appraisals. Kidder,
Peabody's opinion relates solely to the Merger Consideration and does not
address tax or other consequences that might result from the Merger. Kidder,
Peabody's opinion is based upon the economic, monetary, regulatory and market
conditions existing on the date of such opinion. Furthermore, Kidder, Peabody
expressed no opinion as to the price or trading range at which shares of the FHP
Common Stock, Convertible Merger Preferred Stock or Non-Convertible Merger
Preferred Stock, when issued, will trade after its opinion.

Kidder, Peabody believes that its analyses must be considered as a whole and
that selecting portions of its analyses and of the factors considered by it,
without considering all factors and analyses, could create a misleading view of
the processes underlying its opinion. The preparation of a fairness opinion is a
complex process and is not necessarily susceptible to partial analysis or
summary description. In its analyses, Kidder, Peabody made numerous assumptions
with respect to industry performance, general business, regulatory and economic
conditions and other matters, many of which are beyond the control of TakeCare
and FHP. Any estimates contained therein are not necessarily indicative of
future results or actual values, which may be significantly more or less
favorable than such estimates. Estimates of values of companies or assets do not
purport to be appraisals or necessarily reflect the prices at which companies or
assets may actually be sold. Because such estimates are inherently subject to
uncertainty, none of TakeCare, Kidder, Peabody, FHP or any other person assumes
responsibility for their accuracy.

In connection with rendering its oral opinion and preparing its written and
oral presentation to the TakeCare Board, Kidder, Peabody performed a variety of
financial analyses, including those summarized below. The summary set forth
below does not purport to be a complete description of the analyses performed by
Kidder, Peabody in this regard.

ANALYSES RELATING TO TAKECARE

COMPARATIVE COMPANY ANALYSIS. Kidder, Peabody compared the historical,
current and relevant projected financial and operating results of TakeCare with
that of such financial and operating results of selected publicly traded managed
care companies it deemed relevant (the "TakeCare Comparative Companies"). The
TakeCare Comparative Companies were chosen based on conversations with TakeCare
management as to companies which possess general business, operating and
financial characteristics representative of companies in the industry in which
TakeCare operates. The TakeCare Comparative Companies consisted of FHP,
Foundation Health Corporation, Health Systems International, Inc., PacifiCare
Health Systems, Inc. and WellPoint Health Networks Inc.

In order to measure TakeCare's current operating performance with that of
the TakeCare Comparative Companies, Kidder, Peabody considered, among other
things, that: (i) TakeCare's 1988 to latest four quarters compounded annual
growth rate in revenues was 49.5% compared with a median 1988 to latest four
quarters or 1989 to latest four quarters, as appropriate, depending on each
company's fiscal year end (the "Comparative Period") compounded annual growth
rate in revenues for the TakeCare Comparative Companies of 24.0%; (ii)
TakeCare's 1988 to latest four quarters compounded annual growth rate in
earnings before interest, taxes and amortization ("EBITA") plus investment
income (in sum, "Operating Income") was 99.0% compared with a median Comparative
Period compounded annual rate of growth in Operating Income for the TakeCare
Comparative Companies of 58.2%; (iii) TakeCare's 1989 to latest four quarters
compounded annual growth rate in earnings per share was 57.8% compared with a
median Comparative Period compounded annual rate of growth in earnings per share
for the TakeCare Comparative Companies of 41.9%; (iv) TakeCare's projected
five-year growth rate in net income (as per the Institutional Broker's Estimate
Service ("IBES")) was 15.0% compared with a median projected five-year growth
rate in net income (as per IBES) for the TakeCare Comparative Companies of
16.0%; (v) TakeCare's 1989 to latest four quarters compounded annual growth rate
in enrollment was 38.7% compared with a median Comparative

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Period compounded annual growth rate in enrollment for the TakeCare Comparative
Companies of 11.5%; and (vi) TakeCare's latest four quarters growth rate in
enrollment was 45.3% compared with a median latest four quarters growth rate in
enrollment for the TakeCare Comparative Companies of 8.5%. The calculation of
growth rate in enrollment includes internal growth and growth resulting from the
acquisition of other entities.

In order to measure TakeCare's profitability with that of the TakeCare
Comparative Companies, Kidder, Peabody considered, among other things, that: (i)
TakeCare's 1988 to latest four quarters average medical loss ratio was 85.7%
compared with a median Comparative Period average medical loss ratio for the
TakeCare Comparative Companies of 80.3%; (ii) TakeCare's latest four quarters
medical loss ratio was 82.3% compared with a median latest four quarters medical
loss ratio for the TakeCare Comparative Companies of 79.0%; (iii) TakeCare's
1988 to latest four quarters average EBITA margin was 5.8% compared with a
median Comparative Period average EBITA margin for the TakeCare Comparative
Companies of 4.0%; (iv) TakeCare's latest four quarters EBITA margin was 7.3%
compared with a median latest four quarters EBITA margin for the TakeCare
Comparative Companies of 6.3%; (v) TakeCare's latest four quarters net income
margin was 3.7% compared with a median latest four quarters net income margin
for the TakeCare Comparative Companies of 2.8%; (vi) TakeCare's 1988 to latest
four quarters average return on assets (tax-effected Operating Income divided by
average total assets ("ROA")) was 11.6% compared with a median Comparative
Period average ROA for the TakeCare Comparative Companies of 9.8%; and (vii)
TakeCare's 1988 to latest four quarters average return on equity (net income
divided by average total stockholders' equity ("ROE")) was 41.8% compared with a
median Comparative Period average ROE for the TakeCare Comparative Companies of
23.8%.

In order to assess the relative public market valuations of TakeCare and the
TakeCare Comparative Companies, Kidder, Peabody performed a market analysis of
TakeCare and the TakeCare Comparative Companies. With respect to such analysis,
Kidder, Peabody calculated a range of market multiples for each of the TakeCare
Comparative Companies based on dividing: (i) the market capitalization (total
common shares outstanding times market price per share on February 28, 1994 plus
latest reported total debt, capitalized leases and preferred stock
(collectively, "Total Debt"), less cash and cash equivalents (the "Market
Capitalization")) of each of the TakeCare Comparative Companies by such
company's latest four quarters revenues and EBITA; (ii) the Market Value (as
defined herein) plus Total Debt of each of the TakeCare Comparative Companies by
such company's latest four quarters Operating Income; (iii) the market price
(the closing market price per share on February 28, 1994; the "Market Price") of
each of the TakeCare Comparative Companies by such company's latest four
quarters and estimated calendar 1994 and calendar 1995 earnings per share
("EPS") (as per IBES); (iv) the market value (total common shares outstanding
times market price per share on February 28, 1994; the "Market Value") of each
TakeCare Comparative Company by such company's latest reported book value; and
(v) the Market Capitalization of each TakeCare Comparative Company by such
company's latest reported enrollment. The range of market multiples for the
TakeCare Comparative Companies included: (i) Market Capitalization to latest
four quarters revenues multiples of 0.31x to 0.74x; (ii) Market Capitalization
to latest four quarters EBITA multiples of 5.4x to 10.8x; (iii) Market Value
plus Total Debt to latest four quarters Operating Income multiples of 9.2x to
13.0x; (iv) Market Price to latest four quarters EPS multiples of 14.5x to
21.7x; (v) Market Price to estimated calendar 1994 EPS (as per IBES) multiples
of 14.6x to 18.5x; (vi) Market Price to estimated calendar 1995 EPS (as per
IBES) multiples of 12.8x to 15.5x; (vii) Market Value to latest reported book
value multiples of 2.47x to 8.41x; and (viii) Market Capitalization per latest
reported enrollment of $360 to $1,482. Based on the above measures, Kidder,
Peabody then compared TakeCare's market multiples, based on its pre-announcement
closing stock price on January 7, 1994, with the TakeCare Comparative Companies'
median market multiples in order to establish the relationship between
TakeCare's market multiples and those of the TakeCare Comparative Companies.
With respect to such review, Kidder, Peabody noted that: (i) TakeCare's Market
Capitalization to latest four quarters revenues multiple was 0.54x compared with
a median Market Capitalization to latest four quarters revenues multiple of
0.44x for the TakeCare Comparative Companies; (ii) TakeCare's Market
Capitalization to

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latest four quarters EBITA multiple was 7.3x compared with a median Market
Capitalization to latest four quarters EBITA multiple of 8.7x for the TakeCare
Comparative Companies; (iii) TakeCare's Market Value plus Total Debt to latest
four quarters Operating Income multiple was 8.9x compared with a median Market
Value plus Total Debt to latest four quarters Operating Income multiple of 12.0x
for the TakeCare Comparative Companies; (iv) TakeCare's Market Price to latest
four quarters EPS multiple was 15.7x compared with a median Market Price to
latest four quarters EPS multiple of 18.6x for the TakeCare Comparative
Companies; (v) TakeCare's Market Price to estimated calendar 1994 EPS (as per
IBES) multiple was 14.3x compared with a median Market Price to estimated
calendar 1994 EPS (as per IBES) multiple of 15.8x for the TakeCare Comparative
Companies; (vi) TakeCare's Market Price to estimated calendar 1995 EPS (as per
IBES) multiple was 12.2x compared with a median Market Price to estimated
calendar 1995 EPS (as per IBES) multiple of 13.3x for the TakeCare Comparative
Companies; (vii) TakeCare's Market Value to latest reported book value multiple
was 2.92x compared with a median Market Value to latest reported book value
multiple of 3.72x for the TakeCare Comparative Companies; and (viii) TakeCare's
Market Capitalization per latest reported enrollment was $1,034 compared with a
median Market Capitalization per latest reported enrollment amount of $1,213 for
the TakeCare Comparative Companies.

Using such information, Kidder, Peabody derived a range of implied equity
values of $751.5 million to $805.2 million (after adjustments for Cash and Total
Debt, as appropriate) by applying the relevant range of multiples to the
appropriate financial statistics of TakeCare. The range of implied equity values
of TakeCare was then divided by 13,419,587 fully diluted shares of TakeCare
Common Stock outstanding as of December 31, 1993 (representing 12,838,285 shares
of TakeCare Common Stock outstanding and 581,302 shares of TakeCare Common Stock
issuable upon exercise of options, computed using the treasury stock method; the
"Fully Diluted Shares Outstanding") to yield implied values of approximately
$56.00 to $60.00 per fully diluted share. Kidder, Peabody also applied a
hypothetical control premium of 34%, which was based on the Premium Over Stock
Price (as defined herein) of transactions involving the Acquired Managed Care
Companies (as defined herein) which were announced or were completed since
August 31, 1993, to the aforementioned implied value range of approximately
$56.00 to $60.00 per fully diluted share to yield implied values of $75.00 to
$80.50 per fully diluted share.

COMPARATIVE TRANSACTION ANALYSIS. Kidder, Peabody compared certain
financial and operating statistics of TakeCare with such financial and operating
statistics of selected relevant managed care companies (the "Acquired Managed
Care Companies") immediately prior to being acquired. The transactions involving
the Acquired Managed Care Companies, which occurred or were announced between
January 1, 1990 and February 28, 1994, included (acquiror/acquired company):
Coventry Corporation/Group Health Plan Inc.; EQUICOR Health Corporation/Total
Health Systems, Inc.; CIGNA Corporation/EQUICOR-Equitable HCA Corporation;
United HealthCare Corporation/Ocean State Coordinated Health Services
Corporation; PacifiCare Health Systems, Inc./HPA Management Systems, Inc.;
Foundation Health Corporation/National Health Care Systems, Inc.; United
HealthCare Corporation/Physicians Health Plan, Inc.; TakeCare/Lincoln National
Administrative Services Corporation; Qual-Med, Inc./Bridgeway Plan for Health;
Foundation Health Corporation/Century Medicorp, Inc.; United HealthCare
Corporation/Western Ohio Health Care Corporation; Healthsource, Inc./Physicians'
Health Systems, Inc.; United HealthCare Corporation/HMO America;
TakeCare/Comprecare; Qual-Med, Inc./HN Management Holdings, Inc.; United
HealthCare Corporation/ Complete Health Services (pending); and United
HealthCare Corporation/Ramsay-HMO Corp. (pending).

In order to measure TakeCare's current operating performance and
profitability with that of the Acquired Managed Care Companies immediately prior
to being acquired, Kidder, Peabody considered, among other things, that: (i)
TakeCare's latest four quarters EBITA margin was 7.3% compared with a median
latest four quarters EBITA margin for the Acquired Managed Care Companies
immediately prior to being acquired of 5.4%; (ii) TakeCare's latest four
quarters Operating Income margin was

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7.9% compared with a median latest four quarters Operating Income margin for the
Acquired Managed Care Companies immediately prior to being acquired of 6.3%; and
(iii) TakeCare's latest four quarters net income margin was 3.7% compared with a
median latest four quarters net income margin for the Acquired Managed Care
Companies immediately prior to being acquired of 3.3%.

Kidder, Peabody also performed an analysis of the multiples paid in the
selected acquisition transactions involving the Acquired Managed Care Companies
in which it analyzed the adjusted purchase price (the Equity Cost (as defined
below) plus latest reported Total Debt and capitalized leases, minus total cash
and cash equivalents (the "Adjusted Purchase Price")) for each of the Acquired
Managed Care Companies and divided such amount by each of such company's
respective latest four quarters revenues, EBITA and latest reported enrollment
and Equity Cost plus Total Debt divided by latest four quarters Operating Income
immediately prior to being acquired to give a range of purchase price multiples.
Kidder, Peabody also analyzed the equity cost (offer price per share multiplied
by total common shares outstanding (the "Equity Cost")) for each of the Acquired
Managed Care Companies acquired in the selected transactions and divided such
amount by each of such company's respective latest four quarters net income and
book value immediately prior to being acquired to give a range of purchase price
multiples. Additionally, Kidder, Peabody analyzed the premium paid over the
stock price of the acquired company four weeks prior to the announcement of the
transaction (the "Premium Over Stock Price") for each of the Acquired Managed
Care Companies acquired in the selected transactions. The range of selected
purchase price multiples and Premiums Over Stock Price paid in the selected
acquisition transactions involving the Acquired Managed Care Companies included:
(i) Adjusted Purchase Price to latest four quarters (pre-acquisition) revenues
multiples of 0.50x to 0.70x; (ii) Adjusted Purchase Price to latest four
quarters (pre-acquisition) EBITA multiples of 9.0x to 13.0x; (iii) Adjusted
Purchase Price to latest four quarters (pre-acquisition) Operating Income
multiples of 11.0x to 15.0x; (iv) Adjusted Purchase Price to latest reported
(pre-acquisition) enrollment values of $1,000 to $2,000; (v) Equity Cost to
latest four quarters (pre-acquisition) net income multiples of 19.0x to 33.0x;
and (vi) Equity Cost to latest reported (pre-acquisition) book value multiples
of 3.88x to 6.63x.

Using such information, Kidder, Peabody derived a range of implied equity
values for TakeCare of $872.3 million to $1,207.8 million (after adjustments for
total cash, cash equivalents, investments and Total Debt, as appropriate) by
applying the relevant range of multiples to the appropriate financial statistics
of TakeCare. The range of implied equity values of TakeCare was then divided by
the Fully Diluted Shares Outstanding to yield implied values of approximately
$65.00 to $90.00 per fully diluted share.

DISCOUNTED CASH FLOW ANALYSIS. A discounted cash flow analysis is a
traditional valuation methodology used to derive a valuation of a corporate
entity by capitalizing the estimated future earnings and calculating the
estimated future free cash flows of such corporate entity and discounting such
aggregated results back to the present. Kidder, Peabody performed a discounted
cash flow analysis of TakeCare based on the TakeCare financial forecast for
fiscal years ending 1994 to 1998 provided by TakeCare management (the "TakeCare
Financial Forecast"). Using the information set forth in the TakeCare Financial
Forecast, Kidder, Peabody calculated the estimated "free cash flow" based on
projected unleveraged net income (earnings before interest expense and after
taxes ("EBIAT")) adjusted for: (i) certain projected non-cash items (i.e.,
depreciation and amortization); and (ii) projected capital expenditures.

Kidder, Peabody analyzed the TakeCare Financial Forecast and discounted the
stream of free cash flows provided in such projections back to December 31, 1993
using discount rates of 15.0% to 19.0%. To estimate the residual value of
TakeCare at the end of the TakeCare Financial Forecast period, Kidder, Peabody
applied terminal multiples of 8.0x to 10.0x to the projected calendar 1998
Operating Income and discounted such value estimates back to December 31, 1993
using discount rates of 15.0% to 19.0%. Kidder, Peabody then summed the present
values of the free cash flows and the present values of the residual values to
derive a range of implied equity values for TakeCare of $714.6 million

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to $1,000.0 million (after adjustments for Total Debt). The range of implied
equity values of TakeCare was divided by the Fully Diluted Shares Outstanding to
yield implied values of approximately $53.25 to $74.50 per fully diluted share.

OTHER FACTORS. In rendering its opinion, Kidder, Peabody considered certain
other factors of which the material factors included: (i) a review of the
implied premiums an offer of $80 per share represented based on TakeCare's stock
price one day prior to the date of the announcement of the signing of the
Agreement in Principle, four weeks prior to the date of the announcement of the
signing of the Agreement in Principle, and based on the twelve month high and
low of TakeCare's stock price prior to the announcement of the signing of the
Agreement in Principle and compared such premiums to stock premiums paid in
transactions involving the Acquired Managed Care Companies; (ii) a review of
TakeCare's business and operations and the industry in which TakeCare operates
to increase its understanding of TakeCare's business and its position within the
industry; (iii) a review of TakeCare's historical operating results and the
TakeCare Financial Forecast to increase its understanding of the financial
performance and prospects of TakeCare's business; (iv) a review of the current
book value of TakeCare; and (v) a review of the stock price performance of
TakeCare and the TakeCare Comparative Companies and selected market indices
since TakeCare's initial public offering to provide perspective on current and
historical public market valuations and stock price performance of TakeCare and
the TakeCare Comparative Companies relative to selected market indices.

ANALYSES RELATING TO FHP.

COMPARATIVE COMPANY ANALYSIS. Kidder, Peabody compared the historical,
current and relevant projected financial and operating results of FHP with that
of such financial and operating results of selected publicly traded managed care
companies it deemed relevant (the "FHP Comparative Companies"). The FHP
Comparative Companies were chosen based upon conversations with TakeCare
management as to companies which possess general business, operating and
financial characteristics representative of the industry in which FHP operates.
The FHP Comparative Companies consisted of Health Systems International, Inc.,
Foundation Health Corporation, PacifiCare Health Systems, Inc., TakeCare and
WellPoint Health Networks Inc.

In order to measure FHP's current operating performance with that of the FHP
Comparative Companies, Kidder, Peabody considered, among other things, that: (i)
FHP's 1989 to latest four quarters compounded annual growth rate in revenues was
30.1% compared with a median Comparative Period compounded annual growth rate in
revenues for the FHP Comparative Companies of 26.9%; (ii) FHP's 1989 to latest
four quarters compounded annual rate of growth in Operating Income was 17.0%
compared with a median Comparative Period compounded annual rate of growth in
Operating Income for the FHP Comparative Companies of 85.5%; (iii) FHP's 1990 to
latest four quarters compounded annual growth rate in earnings per share was
8.6% compared with a median Comparative Period compounded annual rate of growth
in earnings per share for the FHP Comparative Companies of 51.4%; (iv) FHP's
projected five-year growth rate in earnings per share (as per IBES) was 15.0%
compared with a median projected five-year growth rate in earnings per share (as
per IBES) for the FHP Comparative Companies of 16.0%; (v) FHP's 1990 to latest
four quarters compounded annual rate of growth in enrollment was 14.5% compared
with a median Comparative Period compounded annual rate of growth in enrollment
for the FHP Comparative Companies of 13.1%; and (vi) FHP's latest four quarters
rate of growth in enrollment was 14.7% compared with a median latest four
quarters rate of growth in enrollment for the FHP Comparative Companies of 8.5%

In order to measure FHP's profitability with that of the FHP Comparative
Companies, Kidder, Peabody considered, among other things, that: (i) FHP's 1989
to latest four quarters average medical loss ratio was 82.0% compared with a
median Comparative Period average medical loss ratio for the FHP Comparative
Companies of 82.2%; (ii) FHP's latest four quarters medical loss ratio was 83.6%
compared with a median latest four quarters medical loss ratio for the FHP
Comparative Companies of 79.0%; (iii) FHP's 1989 to latest four quarters average
EBITA margin was 3.4% compared with a median Comparative Period average EBITA
margin for the FHP Comparative Companies of 4.6%;

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(iv) FHP's latest four quarters EBITA margin was 2.9% compared with a median
latest four quarters EBITA margin for the FHP Comparative Companies of 7.1%; (v)
FHP's latest four quarters net income margin was 2.3% compared with a median
latest four quarters net income margin for the FHP Comparative Companies of
3.7%; (vi) FHP's 1989 to latest four quarters average ROA was 8.0% compared with
a median Comparative Period average ROA for the FHP Comparative Companies of
11.6%; and (vii) FHP's 1989 to latest four quarters average ROE was 20.0%
compared with a median Comparative Period average ROE for the FHP Comparative
Companies of 34.7%.

In order to assess the relative public market valuations of FHP and the FHP
Comparative Companies, Kidder, Peabody performed a market analysis of FHP and
the FHP Comparative Companies. With respect to such analysis, Kidder, Peabody
calculated a range of market multiples for each of the FHP Comparative Companies
based on dividing: (i) the Market Capitalization of each of the FHP Comparative
Companies by such company's latest four quarters revenues and EBITA; (ii) the
Market Value plus Total Debt of each of the FHP Comparative Companies by such
company's latest four quarters Operating Income; (iii) the Market Price of each
of the FHP Comparative Companies by such company's latest four quarters EPS and
estimated calendar 1994 and calendar 1995 EPS (as per IBES); (iv) the Market
Value of each FHP Comparative Company by such company's latest reported book
value; and (v) the Market Capitalization of each FHP Comparative Company by such
company's latest reported enrollment in each of cases (i) through (v) where
TakeCare's Market Price, Market Value and Market Capitalization were based on
the stock price on January 7, 1994, the date prior to the announcement of the
Agreement in Principle. The range of market multiples for the FHP Comparative
Companies included: (i) Market Capitalization to latest four quarters revenues
multiples of 0.39x to 0.74x; (ii) Market Capitalization to latest four quarters
EBITA multiples of 5.4x to 10.8x; (iii) Market Value plus Total Debt to latest
four quarters Operating Income multiples of 8.9x to 12.5x; (iv) Market Price to
latest four quarters EPS multiples of 14.5x to 21.7x; (v) Market Price to
estimated calendar 1994 EPS (as per IBES) multiples of 14.3x to 18.5x; (vi)
Market Price to estimated calendar 1995 EPS (as per IBES) multiples of 12.2x to
15.5x; (vii) Market Value to latest reported book value multiples of 2.92x to
8.41x; and (viii) Market Capitalization per latest reported enrollment of $360
to $1,482. Based on the above measures, Kidder, Peabody then compared FHP's
market multiples with the FHP Comparative Companies' median market multiples in
order to establish the relationship between FHP's market multiples and those of
the FHP Comparative Companies. With respect to such review, Kidder, Peabody
noted that: (i) FHP's Market Capitalization to latest four quarters revenues
multiple was 0.31x compared with a median Market Capitalization to latest four
quarters revenues multiple of 0.54x for the FHP Comparative Companies; (ii)
FHP's Market Capitalization to latest four quarters EBITA multiple was 10.6x
compared with a median Market Capitalization to latest four quarters EBITA
multiple of 8.0x for the FHP Comparative Companies; (iii) FHP's Market Value
plus Total Debt to latest four quarters Operating Income multiple was 13.0x
compared with a median Market Value plus Total Debt to latest four quarters
Operating Income multiple of 10.4x for the FHP Comparative Companies; (iv) FHP's
Market Price to latest four quarters EPS multiple was 18.6x compared with a
median Market Price to latest four quarters EPS multiple of 18.2x for the FHP
Comparative Companies; (v) FHP's Market Price to estimated calendar 1994 EPS (as
per IBES) multiple was 15.8x compared with a median Market Price to estimated
calendar 1994 EPS (as per IBES) multiple of 15.6x for the FHP Comparative
Companies; (vi) FHP's Market Price to estimated calendar 1995 EPS (as per IBES)
multiple was 12.8x compared with a median Market Price to estimated calendar
1995 EPS (as per IBES) multiple of 13.3x for the FHP Comparative Companies;
(vii) FHP's Market Value to latest reported book value multiple was 2.47x
compared with a median Market Value to latest reported book value multiple of
3.72x for the FHP Comparative Companies; and (viii) FHP's Market Capitalization
per latest reported enrollment was $1,213 compared with a median Market
Capitalization per latest reported enrollment amount of $1,140 for the FHP
Comparative Companies.

PRO FORMA MERGER ANALYSIS. Kidder, Peabody's analysis of the potential pro
forma financial effects of the Merger was based principally upon the TakeCare
Financial Forecast, adjusted to reflect a June year end, and the 1994 to 1998
financial forecast for FHP that was based on Wall Street equity

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research estimates and reviewed by TakeCare management (the "FHP Financial
Forecast"). Kidder, Peabody's pro forma financial analysis assumed, among other
things, that: (i) FHP (directly or through a wholly-owned subsidiary of FHP)
would acquire all of the outstanding shares of TakeCare pursuant to the terms of
the Merger Agreement; (ii) the Merger will be accounted for as a purchase; and
(iii) with the consent of TakeCare's senior management, the strategic and
operating benefits anticipated by senior management of FHP from the Merger will
be realized. Among other things, Kidder, Peabody's pro forma merger analysis is
dependent upon the ability of both TakeCare and FHP to realize the projected
operating performance assumptions of the TakeCare Financial Forecast and the FHP
Financial Forecast and the strategic and operating benefits anticipated by
senior management of FHP from the Merger.

Using the data and other information referred to above, Kidder, Peabody's
pro forma financial analysis suggested that the Merger should result in a modest
amount of dilution to FHP's EPS in fiscal year 1995 and would be accretive to
FHP's EPS in each of fiscal years 1996 to 1998. Kidder, Peabody's pro forma
financial analysis also suggested that FHP's total debt as a percent of total
capitalization should increase as a result of the Merger.

OTHER FACTORS. In rendering its opinion, Kidder, Peabody considered certain
other factors of which the material factors included: (i) a review of FHP's
business and operations and the industry in which FHP operates to increase its
understanding of FHP's business and its position within the industry in which it
operates; (ii) a review of FHP's historical operating results and the FHP
Financial Forecast to increase its understanding of the financial performance
and prospects of FHP's business; and (iii) a review of the current book value of
FHP.

In connection with its written opinion dated May 2, 1994, Kidder, Peabody
confirmed the appropriateness of its reliance on the analyses used to render its
oral opinion by performing procedures to update certain of such analyses and by
reviewing the assumptions on which such analyses were based and the factors
considered therewith.

Kidder, Peabody is a nationally recognized investment banking firm and as
part of its investment banking business, Kidder, Peabody is regularly engaged in
the valuation of businesses and their securities in connection with mergers and
acquisitions, negotiated underwritings, secondary distributions of listed and
unlisted securities, private placements and valuations for estate, corporate and
other purposes. TakeCare selected Kidder, Peabody as its financial advisor
because of Kidder, Peabody's experience in transactions similar to the Merger as
well as Kidder, Peabody's prior relationship and familiarity with TakeCare. In
the past, Kidder, Peabody has provided investment banking services to TakeCare,
including acting as underwriter in connection with TakeCare's initial public
offering as well as a subsequent common stock offering and the rendering of a
fairness opinion in connection with the TakeCare acquisition of Comprecare. In
addition, Kidder, Peabody has provided investment banking services to FHP,
including acting as underwriter on two public offerings of common stock. Kidder,
Peabody received customary compensation for such services.

As compensation for its services as financial advisor to TakeCare, TakeCare
has agreed to pay Kidder, Peabody a fee of $350,000 payable upon delivery of its
oral opinion with respect to the Merger and an additional fee of $3.65 million
upon consummation of the Merger. TakeCare has also agreed to reimburse Kidder,
Peabody for its reasonable out-of-pocket expenses, including the fees and
expenses of its legal counsel, and to indemnify Kidder, Peabody and its
affiliates against certain liabilities, including liabilities under the federal
securities laws, relating to, arising out of or in connection with its
engagement. In the ordinary course of its business, Kidder, Peabody trades the
securities of TakeCare and FHP for its own account and for the accounts of its
customers and, accordingly, may at any time hold a long or short position in
such securities. As of April 28, 1994, Kidder, Peabody held, for its own
account, 9,421 shares of TakeCare Common Stock. As of April 28, 1994, Kidder,
Peabody had a short position of 421 shares of FHP Common Stock.

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CERTAIN CONSIDERATIONS

In deciding whether to approve the Merger, FHP and TakeCare stockholders
should consider the following factors, in addition to other matters set forth or
incorporated by reference herein:

ABILITY TO REALIZE SYNERGIES AND COSTS SAVINGS. Because, in part, of
the inherent uncertainties associated with combining two large companies,
there can be no assurance that the combined company will be able to realize
all of the synergies and cost savings that FHP and TakeCare currently expect
to realize as a result of the Merger. Furthermore, there can be no assurance
that synergies and cost savings which are realized will not be offset by
increases in other operating expenses or losses, including losses due to
problems encountered in the course of combining the two companies.

REGULATORY APPROVAL OF THE MERGER. The Merger is subject to certain
regulatory filings and approvals. Although the parties believe that they
will ultimately be able to obtain such approvals, there can be no assurance
that such approvals will be granted or that the terms and conditions upon
which such approvals are obtained will not have a material adverse effect
upon the Merger or the combined company following the Merger.

VARIATIONS IN VALUE OF TAKECARE COMMON STOCK AND THE MERGER
CONSIDERATION. The relative values of the TakeCare Common Stock and the
Merger Consideration at the Effective Time may vary from the values as of
the date hereof or as of the dates of the respective stockholder votes with
respect to the Merger because of changes in the business, operations and
prospects of TakeCare or FHP, market assessments of the likelihood that the
Merger will be consummated and the timing thereof, the effect of any
conditions or restrictions imposed on or proposed with respect to the
combined company by regulatory agencies following the consummation of the
Merger, general market and economic conditions and other factors. The Common
Stock Exchange Ratio (as defined herein) and the conversion ratio with
respect to the Convertible Merger Preferred Stock will be adjusted at the
Effective Time to compensate for decreases in the Average Closing Price of
the FHP Common Stock of up to $4.00 below the Base Price (as defined herein)
of $29.00. The respective ratios will not be adjusted if the Average Closing
Price is above $29.00 at the Effective Time. Neither FHP nor TakeCare intend
to obtain updated opinions of their respective financial advisors prior to
the Effective Time.

HEALTH CARE REFORM. A number of legislative proposals to reform the
U.S. health care system are pending in Congress and various state
legislatures. On November 27, 1993, President Clinton's comprehensive
national health care reform plan (the "Health Security Act") was introduced
in Congress. The Health Security Act establishes employer mandates to
achieve universal health coverage, standardizes certain insurance practices
and health care benefits to promote competition among networks of health
care providers, requires the organization of mandatory exclusive regional
alliances through which most persons would purchase health care coverage,
and limits the annual growth of state and national health care expenditures.
Cost containment measures in the Health Security Act include forms of price
controls through limits on increases in health insurance premiums and
related provisions. Additionally, part of the funding for the Clinton reform
proposal is derived from reductions in spending under the Medicare and
Medicaid programs. Portions of the President's proposal have received strong
opposition. As a result, the Health Security Act may undergo major changes
as it is considered by Congress.

Various members of Congress have introduced legislation presenting
alternative health care reform plans. These plans involve varying degrees of
government intervention in the health care system. Congress is now
deliberating in an attempt to craft a bill that would pass both the House
and the Senate without encountering a Presidential veto. If a reform
proposal that includes substantial government intervention in the health
care industry (e.g., a "single-payer" system or other regime with price
controls) is enacted, the combined company's ability to contract
independently with employers and/or health care providers and to set
premiums principally in response to

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market forces will be compromised. Because of the political uncertainty
surrounding health care reform proposals and their prospects for enactment
in the near future, the effects of any national health care reform on the
financial position or profitability of the combined company, its ability to
compete effectively or its ability to take advantage of new opportunities
after the Merger cannot presently be determined, but such effects may be
material.

RECENT LEGISLATION. Recent legislation has become effective in
California that requires all HMOs and insurers which offer coverage to small
employers (defined as groups with five to 50 employees) to guarantee
coverage to their employees seeking coverage regardless of their health
status. The legislation also requires renewal of these small group employer
plans, limits rate renewal increases, mandates community rating and excludes
coverage of pre-existing conditions for six months after enrollment. FHP and
TakeCare have, in the past, considered the health status of all potential
enrollees in small group employer plans when determining whether to offer
coverage to such groups. The impact of this legislation on the operating
margins of the combined company in this market segment cannot presently be
determined.

In July 1993, the California Legislature passed, and the Governor
signed, a comprehensive workers' compensation reform package, consisting of
seven pieces of legislation. As of January 1, 1994, all of such legislation
had taken effect. The reform package is intended to result in lower
insurance premiums to employers and increased benefits to injured workers
through changes aimed at controlling the substantial cost, reducing
inefficiencies and eliminating certain abusive practices in the workers'
compensation system. Specifically, the reform legislation includes
provisions which will affect: (i) insurance rates paid by employers; (ii)
benefits payable to disabled workers; (iii) the control of medical treatment
and employer health plans relating to workplace injuries and (iv) the claims
and appeals process for compensation awards. The effect of this legislation
on the business of the combined company cannot presently be determined.

GOVERNMENT REGULATION. The federal government, the States of
California, Arizona, Utah, New Mexico, Nevada, Colorado, Illinois and Ohio
and the Government of Guam have enacted statutes extensively regulating the
activities of HMOs and insurance companies. One of the most significant
federal laws affecting FHP and TakeCare is the HMO Act, and the regulations
promulgated thereunder by the Secretary of Health and Human Services. Most
of the HMO operations of FHP and TakeCare are qualified under the HMO Act.
Although FHP intends to maintain the federal qualifications and state
licenses of the combined company, there can be no assurance that it will be
able to do so. Further, the impact of legislative and regulatory changes in
the future on the business of the combined company cannot presently be
determined.

EVOLVING THEORIES OF RECOVERY. FHP and TakeCare, like HMOs and health
insurers generally, exclude certain health care services from coverage under
their HMO and indemnity plans. FHP and TakeCare are, in their ordinary
course of business, subject to the claims of their respective enrollees
arising out of their decisions to restrict treatment or reimbursement for
certain services. Recently, in a proceeding filed against one of the
competitors of FHP and TakeCare, FOX V. HEALTH NET No. 219692 (Cal. Sup.
Ct.-Riverside) 1993, an enrollee successfully challenged an HMO's decision
to deny coverage of a treatment sought by the enrollee. That enrollee, a
housewife suffering from breast cancer, died of her illness. Following a
jury trial, her spouse and her estate were awarded compensatory damages
(including damages for emotional distress) and punitive damages totalling
$89 million. The punitive damages were awarded on the premise that the
defendant HMO had, in bad faith, denied coverage of the treatment sought. In
April of 1994, pending the court's ruling on defendant's motion for a new
trial, the case was settled for an undisclosed amount. Although each lawsuit
must succeed or fail on its own merits, FHP and TakeCare anticipate that
such bad faith claims may become more common in enrollees' actions against
HMOs. The loss of even one such coverage claim, if it results in a punitive
damage award, could have a significant adverse effect on FHP, TakeCare or
the combined company after the Merger. In addition, the risk of potential
liability under punitive damage theories may

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increase significantly the difficulty of obtaining reasonable settlements of
such coverage claims. However, the financial and operational impact that
such evolving theories of recovery will have on the HMO industry generally,
and on FHP or TakeCare in particular, is at present unknown.

OPM AUDIT. FHP contracts with the Office of Personnel Management
("OPM") to provide or arrange health services under the Federal Employees
Health Benefits Program ("FEHBP") for federal employees, annuitants, and
their dependents. OPM is FHP's largest commercial customer. These contracts
with OPM and applicable government regulations establish premium rating
requirements for the FEHBP. OPM conducts periodic audits of its contractors
to, among other things, verify that the premiums established under the OPM
contracts were established in compliance with the community rating and other
requirements under the FEHBP. OPM auditors recently have concluded the field
work portion of a periodic audit of FHP covering primarily the years 1988
through 1991. OPM has prepared a draft audit report alleging certain defects
in FHP's rating practices under applicable regulatory and contractual
requirements, and has provided that draft to FHP for its comment. Following
its evaluation of the additional information and comments provided by FHP,
the OPM auditors will issue a final report; the OPM Audit Resolution
Division will then be responsible for resolving the audit findings. As part
of the resolution process, the Audit Resolution Division may reconsider the
findings of the auditors and the information provided by FHP.

It is likely that the final audit report will recommend that OPM seek a
monetary recovery from FHP, and that such recommended recovery could be a
substantial amount. At this time, FHP's management and legal counsel are
unable to determine the amounts that may be required to be refunded to OPM
to resolve the audit findings. FHP's management currently believes, however,
that after application of available offsets and consideration of established
reserves, amounts ultimately required to be refunded to OPM will not have a
material adverse effect on the consolidated financial condition of FHP.
FHP's management does not currently believe that the audit will have a
material effect on future relations with OPM.

EFFECTIVE TIME

The Merger will become effective upon the filing of a Certificate of Merger
(together with any other documents required by law to effectuate the Merger)
with the Secretary of State of the State of Delaware or at such time thereafter
as is provided in the Certificate of Merger (the "Effective Time"). The filing
with respect to the Merger will occur as soon as practicable after the closing
of the Merger (the "Closing") which will occur on the fifth business day after
the fulfillment or waiver of certain conditions to the Merger, unless another
date is agreed to by FHP and TakeCare. See "THE MERGER AGREEMENT -- Conditions
to Consummation of the Merger."

CONVERSION OF TAKECARE COMMON STOCK

At the Effective Time each outstanding share of TakeCare Common Stock
(except shares of TakeCare Common Stock beneficially owned by FHP, TakeCare or
their subsidiaries) will be converted into the right to receive, without
interest, the following consideration (the "Merger Consideration"):

(1) 1.6 shares of Convertible Merger Preferred Stock having a stated value
of $25.00 per share; plus

(2) subject to reduction as described below, 1.12 shares of Non-Convertible
Merger Preferred Stock having a stated value of $25.00 per share or, if
the holder of such share so elects (the "Cash Election") by complying
with the procedures set forth in the Letter of Transmittal (as defined
herein), an amount in cash (the "Cash Merger Consideration") equal to
$28.00 per share of TakeCare Common Stock (see " -- The Cash Election");
plus

(3) 0.41379 (the "Common Stock Exchange Ratio") of a share of FHP Common
Stock, together with any associated Rights; provided however, that if the
average closing price (the "Average Closing Price") for a share of FHP
Common Stock on the NASDAQ National Market System for the twenty
consecutive trading days ending on the third trading day prior to the
date of

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effectiveness of the Merger (the "Effective Date") is less than $29.00
(the "Base Price"), the Common Stock Exchange Ratio will be adjusted so
that it is equal to $12.00 divided by the Average Closing Price; provided
further, that the Common Stock Exchange Ratio can not exceed 0.48000.

TakeCare has agreed with FHP that if the expenses of TakeCare incurred in
connection with the Merger exceed $3 million (the "Excess Expenses"), such
excess will reduce pro rata the amount of cash or shares of Non-Convertible
Merger Preferred Stock to be issued in the Merger upon conversion of each share
of TakeCare Common Stock. Since the Excess Expenses will not be fully
determinable on the Effective Date, FHP and TakeCare will determine the amount
of the Excess Expenses which have been paid on or prior to the Effective Date
(the "Initial Excess Expenses") and will establish reserves (the "Reserves") for
additional Excess Expenses, including the maximum amount sought by plaintiffs in
certain litigation relating to the Merger (the "Pending Litigation"), which may
arise or are payable after the Effective Date (the "Additional Excess
Expenses"). For more information with respect to the Pending Litigation, see
"OTHER MATTERS -- Certain Pending Litigation." Cash in the amount of the
Reserves will be held in escrow and used to pay Additional Excess Expenses until
the date on which all Excess Expenses are finally determined (the "Determination
Date"). Interests in the amounts held in escrow will not be evidenced by
certificates and will not be transferable, except by devise or pursuant to the
laws of intestate succession or by operation of law.

The cash or Non-Convertible Merger Preferred Stock, as applicable, payable
in respect of each share of TakeCare Common Stock surrendered for exchange
therefor prior to the Determination Date will be reduced by a pro rata share
(based on the number of shares of TakeCare Common Stock outstanding as of the
Effective Date plus shares subject to options the holders of which elect to
receive Merger Consideration, a "Pro Rata Share") of the sum of the Initial
Excess Expenses and the Reserves (collectively, the "Estimated Excess
Expenses").

As promptly as practicable after the Determination Date, each holder who
received cash or Non-Convertible Merger Preferred Stock prior to the
Determination Date will receive, subject to contrary instructions from the court
in the Pending Litigation, an amount in cash or Non-Convertible Merger Preferred
Stock, as applicable, equal to the excess of the Reserves over the Additional
Excess Expenses, plus certain interest or dividends with respect thereto (the
"Additional Payment"). The cash or Non-Convertible Merger Preferred Stock, as
applicable, payable in respect of each share of TakeCare Common Stock
surrendered for exchange therefor on or after the Determination Date will be
reduced by a Pro Rata Share of the Excess Expenses.

All of the calculations relating to the Excess Expenses will be made
assuming the Non-Convertible Merger Preferred Stock is valued at $25.00 per
share. Cash will be paid in lieu of fractional shares of Non-Convertible Merger
Preferred Stock which would otherwise be issuable as part of the Additional
Payment. If FHP redeems the Non-Convertible Merger Preferred Stock prior to the
Determination Date, cash, plus interest thereon from the redemption date to the
Determination Date, will be paid in lieu of Non-Convertible Merger Preferred
Stock otherwise issuable as a part of the Additional Payment.

It is currently estimated that TakeCare's legal and accounting expenses,
together with the fees to be paid to its financial advisor, in connection with
the Merger will exceed $3 million by an aggregate amount of approximately $2.5
million (or the equivalent of $0.19 per share of TakeCare Common Stock, based on
the number of shares of TakeCare Common Stock outstanding as of March 31, 1994).
In addition, to the extent, if any, that the plaintiffs in the Pending
Litigation are successful in their attempt to recover fees, bonuses and expenses
from TakeCare, currently demanded in the amount of $4.8 million (or the
equivalent of $0.38 per share of TakeCare Common Stock, based on the number of
shares of TakeCare Common Stock outstanding as of March 31, 1994), the amount of
cash or shares of Non-Convertible Merger Preferred Stock to be issued in the
Merger upon conversion of each share of TakeCare Common Stock will be further
reduced by the amount of any such recovery and the legal and related expenses
incurred in defending against the claim. For more information with respect to
the Pending Litigation, see "OTHER MATTERS -- Certain Pending Litigation."

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The conversion of TakeCare Common Stock into the Merger Consideration will
occur automatically at the Effective Time. The FHP Common Stock, Convertible
Merger Preferred Stock and Non-Convertible Merger Preferred Stock (collectively,
the "Stock Consideration") are described under "DESCRIPTION OF FHP CAPITAL
STOCK."

THE CASH ELECTION

A stockholder desiring to make the Cash Election and receive $28.00 per
share of TakeCare Common Stock in lieu of Non-Convertible Merger Preferred Stock
as part of the Merger Consideration must do so in compliance with the
instructions set forth in the Letter of Transmittal to be distributed to
TakeCare stockholders subsequent to the Merger. See " -- Exchange Procedures." A
Cash Election which is not made in compliance with the instructions set forth in
the Letter of Transmittal will be treated as if no Cash Election had been made.
The Letter of Transmittal will not permit Cash Elections to continue to be made
after December 1, 1994. FHP will have the discretion, which it may delegate in
whole or in part to the Exchange Agent (as defined herein), to determine whether
a Cash Election has been properly made and to disregard immaterial defects in
the making of such election. The decisions of FHP or, if delegated, of the
Exchange Agent will be conclusive and binding. Neither FHP, FHP Sub nor the
Exchange Agent will be under any obligation to notify any person of any defect
in the making of a Cash Election.

EXCHANGE PROCEDURES

At the Effective Time, FHP will make available, or cause to be made
available, to the Exchange Agent certificates representing the Stock
Consideration issuable pursuant to the Merger, together with amounts reasonably
estimated to be sufficient in the aggregate to provide the funds necessary for
the Exchange Agent to make payments of the Cash Merger Consideration and
payments in lieu of fractional shares of the Stock Consideration. If the cash
amounts made available to the Exchange Agent are not sufficient in the aggregate
to make the required cash payments, FHP will promptly make available or cause to
be made available to the Exchange Agent such additional funds as are required to
make such payments.

Promptly after the Effective Time, the Surviving Corporation will cause to
be mailed to each person who was, at the Effective Time, a holder of record
(other than FHP and its subsidiaries) of issued and outstanding shares of
TakeCare Common Stock, a form of letter of transmittal (the "Letter of
Transmittal") which will include provisions for making the Cash Election and
instructions for making such election and effecting the surrender of the
certificates which, immediately prior to the Effective Time, represented shares
of TakeCare Common Stock. Upon surrender to the Exchange Agent of such
certificates, together with the Letter of Transmittal, duly executed and
completed in accordance with its instructions, FHP will cause the Merger
Consideration to be delivered to the persons entitled thereto (after giving
effect to any required tax withholdings).

TAKECARE STOCKHOLDERS SHOULD NOT FORWARD TAKECARE COMMON STOCK CERTIFICATES
TO THE EXCHANGE AGENT UNTIL THEY HAVE RECEIVED THE LETTER OF TRANSMITTAL.
TAKECARE STOCKHOLDERS SHOULD NOT RETURN STOCK CERTIFICATES WITH THE ENCLOSED
PROXY.

Except as described above in connection with the Additional Payment, no
interest will be paid or will accrue on the amount payable upon the surrender of
any certificate, whether or not such certificate was surrendered for the Merger
Consideration. If payment is to be made to a person other than the registered
holder of the certificate surrendered, it will be a condition of such payment
that the certificate so surrendered be properly endorsed and otherwise in proper
form for transfer, as determined by the Exchange Agent or FHP, and that the
person requesting such payment pay any transfer or other taxes required by
reason of the payment to a person other than the registered holder of the
certificate surrendered, or establish to the satisfaction of FHP or the Exchange
Agent that such tax has been paid or is not payable.

Three hundred and sixty days following the Effective Time, FHP will be
entitled to cause the Exchange Agent to deliver to it any portion of the cash
(including any interest received with respect

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thereto) and certificates representing Stock Consideration made available to the
Exchange Agent which has not been disbursed to holders of certificates formerly
representing shares of TakeCare Common Stock outstanding at the Effective Time,
and thereafter such holders will be entitled to look only to FHP for payment of
their claim for the Stock Consideration, and, as general creditors of FHP, with
respect to the Cash Merger Consideration, cash in lieu of fractional shares and
any dividends or distributions with respect to the Stock Consideration payable
upon due surrender of their certificates. Notwithstanding the foregoing, neither
the Exchange Agent nor any party to the Merger Agreement will be liable to any
holder of certificates formerly representing shares of TakeCare Common Stock for
any amount paid to a public official as required by any applicable abandoned
property, escheat or similar law.

FHP will pay all charges and expenses, including those of the Exchange
Agent, in connection with the exchange of certificates formerly representing
shares of TakeCare Common Stock for the Merger Consideration.

FRACTIONAL SHARES

No fractional shares of Stock Consideration will be issued to any TakeCare
stockholder upon surrender of their certificates representing TakeCare Common
Stock in connection with the Merger. For each fractional share that would
otherwise be issued, FHP will pay by check an amount equal to the product
obtained by multiplying the fractional share interest to which such holder would
otherwise be entitled by the Average Closing Price, in the case of fractional
shares of FHP Common Stock, or $25.00, in the case of fractional shares of
Convertible Merger Preferred Stock or Non-Convertible Merger Preferred Stock.

DIVIDENDS

No dividends that are otherwise payable on the Stock Consideration to be
received in exchange for shares of TakeCare Common Stock will be paid to persons
entitled to receive such Stock Consideration until such persons surrender their
certificates representing such TakeCare Common Stock. Upon such surrender, there
will be paid to the person in whose name the Stock Consideration is issued any
dividends which have become payable with respect to such Stock Consideration
(less the amount of any withholding taxes which may have been imposed thereon)
between the Effective Time and the time of such surrender. After such surrender,
there will be paid to the person in whose name the Stock Consideration is issued
any dividends on such Stock Consideration which have a record date after the
Effective Time and prior to such surrender and a payment date after such
surrender and such payment will be made on such payment date. In no event will
the persons entitled to receive such dividends be entitled to receive interest
on such dividends.

It has been FHP's policy to retain its earnings for use in its business. FHP
anticipates that, other than dividends payable with respect to the Convertible
Merger Preferred Stock and Non-Convertible Merger Preferred Stock, no cash
dividends will be paid in the foreseeable future. In addition, the Credit
Agreement contains certain provisions limiting the payment of cash dividends on
FHP Common Stock, Convertible Merger Preferred Stock and Non-Convertible Merger
Preferred Stock. See " -- Financing of the Merger."

NASDAQ QUOTATION OF STOCK CONSIDERATION

It is a condition to TakeCare's obligation to consummate the Merger that the
Stock Consideration be accepted upon notice of issuance for quotation on the
NASDAQ National Market System or for listing on the New York Stock Exchange. The
Stock Consideration has been approved for quotation on the NASDAQ National
Market System upon notice of issuance thereof. See "THE MERGER AGREEMENT --
Conditions to Consummation of the Merger."

RESTRICTIONS ON SALES BY AFFILIATES AND REGISTRATION RIGHTS

The Stock Consideration issued pursuant to the Merger will be freely
transferable under the Securities Act except for shares issued to any TakeCare
stockholder who may be deemed to be an "affiliate" of FHP or TakeCare for
purposes of Rule 145 under the Securities Act. It is expected that

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each such affiliate will enter into an agreement with FHP providing that such
affiliate will not transfer any Stock Consideration received in the Merger,
except in compliance with the Securities Act. In addition, FHP will enter into
an agreement with such affiliates granting them certain rights to have their
Stock Consideration registered by FHP.

FINANCING OF THE MERGER

The maximum aggregate amount of the Cash Merger Consideration, as of March
31, 1994, was approximately $379 million (excluding cash paid in lieu of
fractional shares of Stock Consideration). Cash will also be required to repay
certain existing TakeCare debt ($37.5 million as of March 31, 1994, and
estimated to be $25 million at the Effective Time) and to pay expenses of the
Merger (currently estimated to be approximately $23 million). FHP plans to fund
such amounts by use of approximately $100 million of internally generated funds
and by drawing under the Credit Agreement, dated as of March 24, 1994 (the
"Credit Agreement"), among FHP, the lenders named therein (the "Lenders") and
Chemical Bank, as Administrative Agent ("Chemical").

The Credit Agreement provides for a $250 million five-year term loan
facility and a $100 million five-year revolving credit facility. Term loans may
be borrowed from the Effective Time to December 31, 1994. The aggregate amount
of the term loans outstanding on December 31, 1994 will be amortized in equal
semi-annual installments, which amortization will be at the rate of $50 million
a year if the aggregate amount of term loans outstanding on such date is $250
million. Revolving loans may be made at any time up to the fifth anniversary of
the Effective Time, on which date all revolving loans, term loans and other
amounts owed under the Credit Agreement must be paid in full.

At FHP's election, revolving loans and term loans may bear interest at a
rate determined by reference to Chemical's Alternate Base Rate (as described
below) or the Eurodollar Rate (as described below) plus, in the case of loans
based on the Eurodollar Rate, an incremental per annum charge that varies based
on the rating of FHP's unsecured, long-term debt. Such rating is presently BBB-
from Standard & Poor's Corporation and Baa3 from Moody's Investor Service, Inc.
Based on the present rating, the incremental per annum charge would be 0.375%
for revolving loans and 0.600% for term loans. Chemical's Alternate Base Rate is
equal to or greater than Chemical's prime rate. The Eurodollar Rate is based on
the average of rates at which certain Lenders are offered dollar deposits in
applicable interbank Eurodollar markets. Additionally, FHP may request that the
Lenders submit interest rate bids for revolving loans. These bids will be based
on either the LIBOR rate or a fixed rate, at FHP's election. It is anticipated
that the bids received will result in lower interest rates than the interest
rates at which all Lenders are contractually obligated to lend.

Additionally, FHP is required to pay each Lender a facility fee and a
commitment fee, both of which vary based on FHP's unsecured, long-term debt
rating. FHP is also obligated to pay certain amounts to Chemical for its
services in syndicating the credit facilities and for its services as
administrative agent.

The Credit Agreement contains financial and other covenants, including
limitations on indebtedness, liens, dividends, sale and lease-back transactions
and certain other transactions. Dividends are permitted to be paid on the
Convertible Merger Preferred Stock and the Non-Convertible Merger Preferred
Stock, and redemptions are permitted to be made in respect of the
Non-Convertible Merger Preferred Stock, in each case so long as no event of
default exists under the Credit Agreement at the time of such payment or
redemption, or occurs as a result of such payment or redemption. In addition, so
long as no event of default exists under the Credit Agreement at the time of
such payment or redemption, or occurs as a result of such payment or redemption,
FHP may pay dividends on, or may redeem, FHP Common Stock and FHP Preferred
Stock if the total cash amount of all such dividends and redemptions in any
fiscal quarter does not exceed (i) 50% of the consolidated net income of FHP and
its consolidated subsidiaries for the period of four consecutive fiscal quarters
immediately preceding such fiscal quarter less (ii) the cash amount of all
dividends paid and redemptions made by FHP (including dividends and redemption
described in the immediately preceding sentence) during such

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four consecutive fiscal quarters in respect of FHP Common Stock and FHP
Preferred Stock. Additionally, the Credit Agreement requires that FHP repay the
loans thereunder with the net proceeds of asset sales, if any, in excess of $75
million per year. The Credit Agreement contains representations and warranties,
events of default and conditions to lending considered by FHP to be typical for
financing mergers of companies with credit standings comparable to those of FHP
and TakeCare.

EXPENSES

The Merger Agreement provides that, if the Merger is not consummated, each
party will pay its own expenses incident to preparing for, entering into and
carrying out the Merger Agreement and the consummation of the Merger, subject to
the potential requirement for payment of termination fees. See "THE MERGER
AGREEMENT -- Termination." If the Merger is consummated, all expenses will be
paid by FHP.

NO APPRAISAL RIGHTS

Delaware law does not provide a stockholder with appraisal rights with
respect to any merger in which holders of shares listed on a national securities
exchange or quoted on NASDAQ are only required to accept, in exchange for such
stock, shares of stock of a corporation which are also listed on a national
securities exchange or quoted on NASDAQ. FHP Common Stock is, and it is
anticipated that the Convertible Merger Preferred Stock and Non-Convertible
Merger Preferred Stock will upon issuance be, quoted on the NASDAQ National
Market System. Although, the Cash Election is available to holders of TakeCare
Common Stock, such holders are not required to make such election and,
therefore, are not required to take any cash in connection with the Merger.
Accordingly, TakeCare stockholders will not be entitled to appraisal rights
under Delaware law in connection with the Merger.

TRANSFER OF TAKECARE COMMON STOCK AFTER THE EFFECTIVE TIME

No transfers of TakeCare Common Stock will be made on the stock transfer
books of the Surviving Corporation at or after the Effective Time. If, after the
Effective Time, certificates representing shares of TakeCare Common Stock are
presented to the Surviving Corporation, they will be canceled and exchanged for
the Merger Consideration.

DEREGISTRATION OF TAKECARE COMMON STOCK AFTER THE EFFECTIVE TIME

If the Merger is consummated, the TakeCare Common Stock will be withdrawn
from quotation on the NASDAQ National Market System and deregistered under the
Exchange Act. After such deregistration, TakeCare will no longer be subject to
the reporting requirements of the Exchange Act.

ACCOUNTING TREATMENT

The Merger will be accounted for by FHP under the purchase method of
accounting in accordance with Accounting Principles Board Opinion No. 16,
"Business Combinations," as amended ("APB No. 16"). Under this method of
accounting, the purchase price will be allocated to assets acquired and
liabilities assumed based on their estimated fair values at the Effective Time.
The consolidated statements of income of the combined company will not include
the operations of TakeCare prior to the Effective Time.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

EFFECT OF THE MERGER. Consummation of the Merger is conditioned on delivery
of the opinions of O'Melveny & Myers, counsel to FHP, and Latham & Watkins,
counsel to TakeCare, that for federal income tax purposes, under current law,
assuming that the Merger will take place as described in the Merger Agreement,
the Merger will constitute a reorganization within the meaning of Section 368(a)
of the Internal Revenue Code and FHP, FHP Sub and TakeCare will each be a party
to the reorganization within the meaning of Section 368(b) of the Internal
Revenue Code.

If the Merger constitutes such a reorganization, the following would be the
material federal income tax consequences of the Merger: (i) no gain or loss will
be recognized by FHP or TakeCare in the Merger; (ii) the TakeCare stockholders
will recognize gain, but not loss, equal to the lesser of

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(a) the amount of Cash Merger Consideration received or (b) the excess of the
sum of the fair market value of the Stock Consideration (including, for this
purpose, fractional shares of Stock Consideration) and the amount of Cash Merger
Consideration received over the stockholders' tax basis in the TakeCare Common
Stock exchanged therefor, and such gain will constitute capital gain if the
stockholders held their TakeCare Common Stock as a capital asset at the
Effective Time, (iii) the TakeCare stockholders who receive cash in lieu of
fractional shares of Stock Consideration will be treated as if such stockholders
had first received such fractional shares and then such fractional shares were
subsequently redeemed by FHP, with the result that such TakeCare stockholders
will recognize gain or loss equal to the difference between the amount of cash
received in lieu of fractional shares of Stock Consideration and the
stockholders' tax basis attributable to such fractional shares of Stock
Consideration, (iv) the TakeCare stockholders' tax basis in the Stock
Consideration received in the Merger will equal such stockholders' tax basis in
the TakeCare Common Stock exchanged therefor, increased by any gain recognized
as a result of the exchange and decreased by (a) the amount of Cash Merger
Consideration received and (b) the tax basis of the TakeCare Common Stock
attributable to fractional shares of Stock Consideration, (v) the holding period
for federal income tax purposes of the Stock Consideration in the hands of the
TakeCare stockholders will include the holding period of their converted
TakeCare Common Stock, provided such TakeCare Common Stock is held as a capital
asset at the Effective Time.

It should be noted that the above discussion assumes that the Cash Merger
Consideration received by TakeCare stockholders ("Cash Electing Stockholders")
will be entitled to capital gain treatment, and that receipt of such
consideration will not have the effect of the distribution of a dividend under
the Internal Revenue Code. In determining whether capital gain treatment is
available, the transaction is treated as if FHP had issued additional stock to
the Cash Electing Stockholder, and had then immediately redeemed such stock (the
"Deemed Redemption") for the Cash Merger Consideration. In general, the Deemed
Redemption will result in capital gain treatment for Cash Electing Stockholders.
However, ordinary dividend treatment might result in a situation where the Cash
Electing Stockholder constructively owns TakeCare Common Stock (and therefore
Stock Consideration) as a result of TakeCare Common Stock owned by another
stockholder (the "Related Party") whose ownership is required by the Internal
Revenue Code to be attributed to the Cash Electing Stockholder, and if such
Related Party does not make a Cash Election. If the receipt of the Cash Merger
Consideration is deemed to have the effect of a distribution of a dividend, the
Cash Electing Stockholder would recognize ordinary dividend income but not in an
amount greater than such stockholder's overall realized gain in the Merger.

CONVERTIBLE MERGER PREFERRED STOCK AND NON-CONVERTIBLE MERGER PREFERRED
STOCK

DIVIDENDS AND OTHER DISTRIBUTIONS. Distributions on the Convertible Merger
Preferred Stock and the Non-Convertible Merger Preferred Stock (together, the
"Merger Preferred Stock") will be taxable as ordinary dividend income to the
extent of FHP's current or accumulated earnings and profits, as determined for
federal income tax purposes. Any distribution in excess of current or
accumulated earnings and profits will be treated first as a nontaxable recovery
of the holder's tax basis in the Merger Preferred Stock, and thereafter as gain
from the sale or exchange of the Merger Preferred Stock. Any portion of a
distribution on Merger Preferred Stock that is treated as ordinary dividend
income may be eligible for the 70% dividends received deduction available to
corporate holders under Section 243 of the Internal Revenue Code if the holding
period and other requirements for such deduction are met, subject to certain
limitations set forth in Section 246 and 246A of the Internal Revenue Code.

Section 1059 of the Internal Revenue Code requires a corporate holder of
stock to reduce (but not below zero) its basis in the stock by the "nontaxed
portion" of any "extraordinary dividend" if the holder has not held the stock
subject to a risk of loss for more than two years before the date of the
announcement, declaration or agreement (whichever is earliest) with respect to
the "extraordinary dividend." In addition, upon disposition of such stock, a
corporate holder will recognize gain to the extent the "nontaxed portion" of any
"extraordinary dividend" exceeded the holder's adjusted tax

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basis for the stock. Generally, the "nontaxed portion" of an extraordinary
dividend is the amount excluded from income under Section 243 of the Internal
Revenue Code (relating to the dividends received deduction). An "extraordinary
dividend" on the Merger Preferred Stock is a dividend that (i) equals or exceed
5% of the holder's adjusted tax basis in the Merger Preferred Stock (reduced for
this purpose by the "nontaxed portion" of any prior "extraordinary dividend"),
treating all dividends having ex-dividend dates within an 85-day period as one
dividend, or (ii) exceeds 20% of the holder's adjusted tax basis in the Merger
Preferred Stock, treating all dividends having ex-dividend dates within a
365-day period as one dividend. An "extraordinary dividend" would also include
any amount treated as a dividend in the case of a redemption that is either
non-pro rata as to all holders of FHP stock or in partial liquidation of FHP,
regardless of the relative size of the dividend and regardless of the corporate
holder's holding period of the Merger Preferred Stock.

REDEMPTION. A redemption of shares of Merger Preferred Stock will be
treated as a dividend to the extent of FHP's current or accumulated earnings and
profits, unless the redemption (i) is "substantially disproportionate" with
respect to the holder under Section 302(b)(2) of the Internal Revenue Code, (ii)
results in a "complete termination" of the holder's stock interest in FHP under
Section 302(h)(3) of the Internal Revenue Code, or (iii) is "not essentially
equivalent to a dividend" with respect to the holder under Section 302(b)(1) of
the Internal Revenue Code. In determining whether any of these tests have been
met, shares considered to be owned by the holder by reason of certain
constructive ownership rules set forth in the Internal Revenue Code (E.G.,
shares owned by certain related individuals and entities and shares that may be
acquired upon exercise of an option or upon conversion of the Convertible Merger
Preferred Stock), as well as shares actually owned, must generally be taken into
account. Because the determination as to whether any of the alternative tests of
Section 302(b) of the Internal Revenue Code will be satisfied with respect to
any particular holder of Merger Preferred Stock depends on the facts and
circumstances at the time that the determination must be made, holders of Merger
Preferred Stock are urged to consult their tax advisors to determine such tax
treatment.

If a redemption of Merger Preferred Stock is not treated as a dividend to a
particular holder, it will be treated, as to that holder, as a taxable exchange
under Section 302(a) of the Internal Revenue Code, with the result that such
holder will recognize gain or loss for federal income tax purposes equal to the
difference between (i) the amount of cash and fair market value of any property
received (less any portion thereof attributable to accumulated and unpaid
dividends) and (ii) the holder's adjusted tax basis in the Merger Preferred
Stock so redeemed. Any such gain loss will be capital gain or loss if the Merger
Preferred Stock is held as a capital asset, and will be long-term capital gain
or loss if such Merger Preferred Stock had been held for more than one year.

If a redemption of Merger Preferred Stock is treated as a dividend, the
amount of the distribution will be measured by the amount of cash and the fair
market value of any property received by the holder. The holder's adjusted tax
basis in the redeemed Merger Preferred Stock will be transferred to any of the
holder's remaining stock in FHP. If, however, the holder has no remaining stock
in FHP, such basis could be transferred to a related person or it may be lost.

CONVERSION OF CONVERTIBLE MERGER PREFERRED STOCK. In general, no gain or
loss will be recognized for federal income tax purposes upon the conversion of
Convertible Merger Preferred Stock into shares of FHP Common Stock, except with
respect to cash, if any, received in lieu of fractional shares of FHP Common
Stock. A holder will recognize taxable gain or loss on cash received in lieu of
fractional shares of FHP Common Stock in an amount equal to the difference
between the amount of cash received and the portion of the holder's tax basis in
the Convertible Merger Preferred Stock attributable to those fractional shares.
A holder's tax basis for shares of FHP Common Stock received upon conversion of
Convertible Merger Preferred Stock will be equal to such holder's adjusted tax
basis in the Convertible Merger Preferred Stock so converted (less the portion
of such tax basis allocable to fractional shares of FHP Common Stock), and,
provided the Convertible Merger Preferred Stock was held as a capital asset, the
holding period of the FHP Common Stock will include the holding period of the
Convertible Merger Preferred Stock so converted.

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Adjustments in the conversion price of the Convertible Merger Preferred
Stock (or the failure to make such adjustments) pursuant to the anti-dilution
provisions thereof to reflect distributions of cash or property to holders of
FHP Common Stock may result in constructive distributions to holders of
Convertible Merger Preferred Stock that could be taxable to them as dividends
pursuant to Section 305 of the Internal Revenue Code. If such a constructive
distribution were to occur, a holder of Convertible Merger Preferred Stock could
be required to recognize ordinary income for federal income tax purpose without
receiving a corresponding distribution of cash.

THE DISCUSSION REGARDING FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS
INCLUDED FOR GENERAL INFORMATION ONLY. IT DOES NOT ADDRESS THE STATE, LOCAL OR
FOREIGN TAX ASPECTS OF THE MERGER. THE DISCUSSION IS BASED ON CURRENTLY EXISTING
PROVISIONS OF THE INTERNAL REVENUE CODE, EXISTING AND PROPOSED TREASURY
REGULATIONS THEREUNDER AND CURRENT ADMINISTRATIVE RULINGS AND COURT DECISIONS.
ALL OF THE FOREGOING ARE SUBJECT TO CHANGE AND ANY SUCH CHANGE COULD AFFECT THE
CONTINUING VALIDITY OF THIS DISCUSSION. FHP AND TAKECARE STOCKHOLDERS SHOULD
CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF
THE MERGER TO THEM, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND
FOREIGN TAX LAWS.

EFFECT ON EMPLOYEE BENEFIT AND STOCK PLANS

EMPLOYEE BENEFITS. At the Effective Time, FHP will, or will cause the
Surviving Corporation to, offer all employees of the Surviving Corporation and
its subsidiaries employee benefit plans which, in the aggregate, provide
comparable benefits to such employees as are currently provided to employees of
TakeCare or its subsidiaries pursuant to their respective benefit plans. Each
such benefit plan will give credit to employees for service with TakeCare and
its subsidiaries (and their predecessors, to the extent credit for service with
such predecessors was given by TakeCare) prior to the Effective Time for such
purposes as vesting and eligibility to participate. FHP will also cause the
Surviving Corporation's employees to be offered the right to participate in
FHP's stock option plans and arrangements upon terms substantially consistent
with those offered to similarly situated employees of FHP and its subsidiaries.

STOCK OPTIONS. At the Effective Time, each TakeCare stock option issued and
outstanding (whether or not then vested) (each, an "Option") entitling the
holder thereof to purchase any shares of TakeCare Common Stock (other than those
to be cancelled as provided below) will entitle the holder thereof to receive
upon surrender thereof, an option to purchase a number of shares of FHP Common
Stock equal to the number of shares of TakeCare Common Stock subject to such
Option immediately prior to the Effective Time multiplied by 2.7586 (the "Option
Exchange Ratio"), subject to the immediately succeeding paragraph. The aggregate
exercise price of the Exchanged Option will equal the aggregate exercise price
of the original Option, although the per share exercise price will be adjusted
appropriately. The remaining terms of the Exchanged Option will match the terms
of the original Option. The conversion of an Option as described above will not,
in itself, result in acceleration of the vesting thereof.

If the Average Closing Price of FHP Common Stock on the Effective Date is
less than the Base Price of $29.00, the Option Exchange Ratio with respect to
each Option will be adjusted (up to a maximum of 3.2) so that it is equal to
$80.00 divided by the Average Closing Price. The aggregate exercise price of
such option will not change, although the per share exercise price will be
appropriately adjusted. No other change in the remaining terms and conditions of
such option will be made.

Prior to the Effective Time, FHP will offer to each holder of an option to
purchase TakeCare Common Stock, the right to exchange the vested portion of such
option on the Effective Date (whether or not the vesting of such option has been
accelerated as a result of the Merger) for the Merger Consideration (as if the
Cash Election had been made) with respect to each share for which such option is
vested less the applicable exercise price and any required withholding taxes.
The exercise price and withholding taxes will be applied to reduce the FHP
Common Stock, Convertible Merger Preferred Stock and cash components of the
Merger Consideration proportionately based on their relative values (using an
assumed value of $29.00 per share for the FHP Common Stock and $25.00 per share
for the Convertible Merger Preferred Stock).

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OPERATIONS AFTER THE MERGER

Neither FHP, FHP Sub nor TakeCare has any present plans for consolidation of
operations or dispositions of material assets prior to obtaining regulatory
approval of the Merger. There can be no assurance, however, that in the future
FHP will not deem it advisable to consolidate operations or dispose of material
assets. FHP's management believes that the combined company can reduce costs by
eliminating duplicative administrative, sales and advertising expenses, by
consolidating management information systems and administrative functions for
the insurance businesses of both companies, and by applying each company's most
successful health care delivery systems and managed care techniques to the other
company.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

The Merger Agreement provides that after the Effective Time FHP will
indemnify, defend and hold harmless each present and former director and officer
of TakeCare and each such person's personal representative, estate, testator or
intestate successors against any and all losses, claims, damages, liabilities,
costs, expenses, judgments and amounts paid in settlement with the approval of
FHP in connection with any actual or threatened claim, action, suit, proceeding
or investigation arising out of or pertaining to any action or omission
occurring prior to the Effective Time (including any which arise out of or
relate to the transactions contemplated by the Merger Agreement), whether
asserted or claimed prior to, or on or after, the Effective Time, to the full
extent TakeCare would be permitted under Delaware Law to provide such
indemnification. In addition, FHP has agreed to assume at the Effective Time the
obligations of TakeCare and the Surviving Corporation under certain
indemnification agreements with the directors of TakeCare, but only to the
extent TakeCare would be permitted under Delaware Law to perform its obligations
under such agreements.

FHP and TakeCare have agreed that the Board of Directors of FHP at the
Effective Time will be increased from seven to nine members. The additional two
members of FHP's Board will be individuals nominated by the Board of Directors
of TakeCare and satisfactory to the Board of Directors of FHP. One of such
directors will be appointed to the class of directors whose term expires in 1995
and one of such directors will be appointed to the class of directors whose term
expires in 1996. FHP has agreed to renominate such directors in 1995 and 1996,
respectively, to the extent they are then qualified to serve as directors. In
addition, such directors will initially be appointed to the Board of Directors
of FHP, Inc., a wholly-owned subsidiary of FHP; provided, that their service on
such Board of Directors may terminate with reductions in the size, or changes in
the composition, of such board.

As required by the Merger Agreement, to assure retention of its key
executives, TakeCare intends to cause its subsidiaries to enter into employment
agreements in a form acceptable to FHP with the following executives of TakeCare
(the "Executives"): R. Judd Jessup, Dennis L. Gates, Robert L. Fahlman, Gerard
D. Sarnat, Christopher C. Ohman, Eric D. Sipf, Stephen T. O'Dell, Anthony Van
Roekel, Jeffrey H. Margolis and Curtis L. Terry. These employment agreements
become effective on the Effective Date and have a two year term. The employment
agreements provide that each Executive will be paid an annual base salary of
between $103,000 for the lowest paid Executive and $250,000 for Mr. Jessup. In
addition, the employment agreements provide that the Executives will receive
performance incentives, retirement benefits, welfare benefits and other fringe
benefits comparable to the benefits provided by TakeCare to such Executives
prior to the Effective Time. If an Executive is terminated during the term of
the employment agreement without cause, the employment agreements provide for
the payment of severance and other benefits to such Executive. The severance
payments consist of the Executive's base salary for the balance of the term, a
portion of the bonus payable to such Executive during the remaining term (based
on the average bonus paid to such Executive during the prior two years) and
payment for any accrued benefits, and will be paid to the Executive in equal
bi-weekly installments over the remaining term of the employment agreement. In
addition, if an Executive is terminated during the term of the employment
agreement without cause or voluntarily departs after the first year of
employment, all options to purchase FHP Common Stock

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held by such Executive will, notwithstanding such termination or departure, vest
and become exercisable at the times and for the period stated in such options,
as if the Executive had remained an executive of TakeCare.

In November 1993, Jack R. Anderson, TakeCare's Chairman, advised R. Judd
Jessup, TakeCare's President, that he would recommend that TakeCare's Board of
Directors approve the payment of a $5 million bonus to Mr. Jessup if TakeCare
were sold to another company of which Mr. Jessup was not the chief executive
officer, and that he would recommend a similar $2.5 million bonus be paid to
Dennis L. Gates, TakeCare's chief financial officer. FHP's management has
advised TakeCare that, in accordance with the recommendation of TakeCare's
current Board of Directors, it intends, after the Effective Time, to recommend
that TakeCare's Board of Directors approve payment of bonuses in such amounts to
Messrs. Jessup and Gates.

In order to encourage certain executives of TakeCare (the "Option
Recipients") to become employees of FHP or one of its subsidiaries after the
Merger, FHP has offered the Option Recipients the opportunity to receive options
to purchase an aggregate of 439,000 shares of FHP Common Stock. To accept the
offer, an Option Recipient must agree within a designated time period (the
"Acceptance Period") to become an employee of FHP or one of its subsidiaries
upon consummation of the Merger and the Merger must be consummated within 90
days of the Exercise Price Determination Date (as defined below). The exercise
price per share with respect to such options will be the mean of the high and
low sales prices of FHP Common Stock on NASDAQ on the first trading day
immediately succeeding the last day of the Acceptance Period (the "Exercise
Price Determination Date"). There are approximately 30 Option Recipients.

TakeCare has agreed with FHP that estimated expenses of TakeCare incurred in
connection with the Merger, including in connection with any litigation relating
to the Merger, in excess of $3 million will reduce pro rata the amount of cash
or shares of Non-Convertible Merger Preferred Stock to be issued in the Merger
upon conversion of each share of TakeCare Common Stock. See "-- Conversion of
TakeCare Common Stock" and "OTHER MATTERS -- Certain Pending Litigation."

On April 22, 1994, an ad hoc committee of the FHP Board of Directors,
comprised of Mr. Price, Mr. Hacken and Burke F. Gumbiner, the employee directors
of FHP, awarded a special fee in the amount of $50,000 per director to Robert
Gumbiner, Richard M. Rodnick, Warner Heineman and Joseph F. Prevratil, the
outside directors of FHP, in consideration of their special efforts in
connection with the negotiation, analysis and approval of the Merger, including
their review of copious materials relating to TakeCare and the proposed
transaction, their extensive travel in connection with the Merger and their
participation in numerous special meetings of the FHP Board of Directors held
throughout the course of the transaction.

RELATED TRANSACTIONS

Concurrently with the execution of the Agreement in Principle, Jack R.
Anderson and his wife, in their capacities as stockholders of TakeCare, entered
into a stockholder agreement, effective as of January 9, 1994 (the "Stockholder
Agreement"), pursuant to which they have agreed, among other things, that, so
long as the Merger Agreement has not been terminated, they will vote all of the
shares of TakeCare Common Stock held by them: (i) in favor of approval and
adoption of the Merger Agreement and all related matters and (ii) against any
acquisition proposal or similar proposal (other than the Merger) and against any
action or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other covenant or agreement of
TakeCare under the Agreement in Principle or the Merger Agreement. Mr. and Mrs.
Anderson have appointed FHP, with full power of substitution, as attorneys and
proxies to so vote their shares of TakeCare Common Stock.

The Stockholder Agreement also grants FHP an option to purchase up to
1,400,000 shares of TakeCare Common Stock owned by Mr. and Mrs. Anderson upon
the occurrence of certain triggering events relating to the Merger. Mr. and Mrs.
Anderson have also agreed not to: (i) engage in certain

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activities which would encourage or assist any party in taking or planning any
action which would interfere with the Merger; (ii) dispose of their shares of
TakeCare Common Stock unless the recipient of such shares agrees to be bound by
the Stockholder Agreement or (iii) purchase any additional shares of TakeCare
Common Stock without supplementing the Stockholder Agreement to cover such
additional shares. The Stockholder Agreement terminates on June 30, 1995.

Mr. and Mrs. Anderson have also entered into a standstill agreement, dated
March 4, 1994, pursuant to which they have agreed that neither they nor their
affiliates or family members will become a participant in a solicitation in
opposition to the recommendation of the Board of Directors of FHP with respect
to any matter subjected to a vote or written consent of the stockholders of FHP.
In that connection Mr. and Mrs. Anderson have agreed that neither they nor their
affiliates will: (i) directly or indirectly, join any partnership, syndicate or
other group, or otherwise act in concert with, any other person for the purpose
of affecting control of FHP or acquiring, holding, voting or disposing of voting
securities of FHP or (ii) publicly propose any merger, share repurchase, asset
sale, reverse stock split or other extraordinary transaction with, or a change
in control of, FHP or any of its subsidiaries, unless such proposed transaction
has been approved by the Board of Directors of FHP. The standstill agreement
continues in full force and effect until the earliest of: (i) the termination of
the Merger Agreement; (ii) the date on which Mr. and Mrs. Anderson collectively
no longer own, beneficially or of record, voting securities of FHP entitling
them to cast 3% or more of the votes eligible to be cast in the election of
directors of FHP, and (iii) the fifth anniversary of the date thereof or (iv)
the first anniversary of the date on which all of the Convertible Merger
Preferred Stock held, beneficially or of record, by them is converted into FHP
Common Stock.

FHP also entered into separate stockholder agreements, dated as of March 3,
1994, with Richard M. Burdge, Sr., Leslie B. Daniels and Richard M. Burdge, Jr.,
each in their capacity as stockholders of TakeCare, pursuant to which they have
each agreed, among other things, that, so long as the Merger Agreement has not
been terminated, they will vote all of the shares of TakeCare Common Stock held
by them: (i) in favor of approval and adoption of the Merger Agreement and all
related matters and (ii) against any acquisition proposal other than the Merger
and against any action or agreement that would result in a material breach in
respect of any covenant, representation or warranty or any other covenant or
agreement of TakeCare under the Merger Agreement. Under each agreement FHP is
appointed, with full power of substitution, as attorneys and proxies to so vote
their shares of TakeCare Common Stock.

PROPOSED AMENDMENTS TO FHP CERTIFICATE OF INCORPORATION

At the FHP Meeting, FHP stockholders will be requested to approve the
Proposed Amendments to Section IV of the FHP Certificate of Incorporation to
increase the authorized number of shares of FHP Common Stock from 70,000,000 to
100,000,000 and the authorized number of shares of FHP Preferred Stock from
5,000,000 to 40,000,000. An increase in FHP's authorized capital stock is
required to consummate the Merger. The Proposed Amendments were unanimously
approved by FHP's Board of Directors. A copy of the form of the Proposed
Amendments is attached hereto as Exhibit F. For additional information with
respect to the FHP Common Stock and FHP Preferred Stock, See "DESCRIPTION OF FHP
CAPITAL STOCK."

FOR THE REASONS DISCUSSED BELOW, THE FHP BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE PROPOSED AMENDMENTS.

Based on the number of shares of TakeCare Common Stock and options to
purchase such stock outstanding as of March 31, 1994, and assuming all such
option holders will receive Merger Consideration, FHP will be required to issue
an aggregate of no more than 6,512,000 shares of FHP Common Stock (plus
associated Rights), 21,704,000 shares of Convertible Merger Preferred Stock and
15,193,000 shares of Non-Convertible Merger Preferred Stock to TakeCare
stockholders if the Merger is consummated. In addition, FHP will be required to
reserve 34,447,000 shares of FHP Common

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Stock in connection with the Convertible Merger Preferred Stock and the Rights
to be issued to TakeCare stockholders. Consequently, a portion of the additional
shares of FHP Common Stock and FHP Preferred Stock to be authorized is required
for the consummation of the Merger.

The additional shares of FHP Common Stock and FHP Preferred Stock to be
authorized in excess of those required to consummate the Merger may be used for
any proper corporate purpose approved by FHP's Board of Directors. Their
availability would enable FHP's Board of Directors and management, to the extent
authorized by FHP's Board of Directors, to act with flexibility and dispatch
when favorable opportunities arise to expand or strengthen FHP's business
through the issuance of capital stock. FHP could also conduct financing
activities to fund investments in and extensions of credit to FHP's
subsidiaries, to repay maturing obligations, to finance acquisitions and for
other general corporate purposes.

FHP's Board of Directors has proposed the increase in FHP's authorized
capital stock in order to consummate the Merger and not with the intention of
discouraging tender offers or takeover attempts. However, the availability of
authorized FHP Common Stock and FHP Preferred Stock for issuance and the
discretion of the Board of Directors to fix the terms of an issue of FHP
Preferred Stock could render more difficult or discourage a merger, tender
offer, proxy contest or other attempt to obtain control of FHP.

Except for shares to be issued in connection with the Merger, FHP has no
current plans to issue or sell any FHP Common Stock or FHP Preferred Stock.
However, FHP regularly reviews a range of financing transactions and may in the
future determine to issue additional capital stock if market and other
conditions should indicate the advisability of such a course of action.

After the Merger, FHP will have authorized capital stock consisting of: (i)
100,000,000 shares of FHP Common Stock and (ii) 40,000,000 shares of FHP
Preferred Stock.

THE MERGER AGREEMENT

THE FOLLOWING IS A BRIEF SUMMARY OF THE MATERIAL PROVISIONS OF THE MERGER
AGREEMENT, WHICH IS ATTACHED HERETO AS EXHIBIT A AND IS INCORPORATED HEREIN BY
REFERENCE. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MERGER
AGREEMENT.

THE MERGER

The Merger Agreement provides that TakeCare will be merged into FHP Sub
after the Merger is approved by the stockholders of FHP and TakeCare. FHP Sub
will be the Surviving Corporation in the Merger and will have the name
"TakeCare, Inc." The Merger will become effective when a duly executed
Certificate of Merger is filed with the Secretary of State of the State of
Delaware or such time thereafter as is provided in the Certificate of Merger.

At the Effective Time each share of TakeCare Common Stock issued and
outstanding immediately prior to the Effective Time (other than shares
beneficially owned by FHP, TakeCare and their subsidiaries) will be converted
into the right to receive, without interest, the Merger Consideration.

ADDITIONAL FHP DIRECTORS

The Merger Agreement provides that at the Effective Time FHP's Board of
Directors will be increased by two members and TakeCare's Board of Directors
will have the right to nominate the additional members. See "THE MERGER --
Interests of Certain Persons in the Merger."

REPRESENTATIONS AND WARRANTIES

The Merger Agreement contains certain representations and warranties by each
of FHP and TakeCare with respect to them and their respective subsidiaries
relating to, among other things: (i) corporate organization and good standing,
capital structure and similar matters; (ii) the authorization, execution,
delivery, performance and enforceability of the Merger Agreement and the
transactions contemplated thereby; (iii) the status of certain required
governmental filings and the absence of violations of their charter documents
and certain contracts and agreements; (iv) the delivery and

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content of certain reports and financial statements; (v) the absence of certain
liabilities and certain changes in their respective businesses; (vi) employee
benefits and matters related to the Employee Retirement Income Security Act of
1974, as amended; (vii) the accuracy of certain information contained in this
Joint Proxy Statement; (viii) the filing of tax returns, payment of taxes and
absence of certain tax claims; (x) compliance with applicable laws; (xi) the
status of certain material contracts; (xi) title to properties; (xii) brokers,
finders and similar fees; (xiii) the absence of certain material litigation;
(xiv) the receipt of fairness opinions with respect to the Merger; (xv) the
status of insurance policies; (xvi) the accuracy and completeness of certain
statements required to be filed with state regulatory bodies; (xvii) investments
and investment policies; (xviii) the basis for and adequacy of certain reserves;
(xix) the status of certain health care provider contracts; (xx) audits by
certain governmental entities and (xxi) compliance with environmental
regulations.

In addition, TakeCare has represented and warranted: (i) that certain of its
insurance subsidiaries are duly licensed and in good standing and (ii) that the
Merger will not result in the acceleration of options outstanding under its 1993
Stock Option Plan if FHP assumes such options.

CERTAIN COVENANTS

TAKECARE. Pursuant to the Merger Agreement, TakeCare has agreed that prior
to the Effective Time (unless FHP otherwise consents in writing), TakeCare:

(i) will conduct its business and that of its subsidiaries and
affiliates only in the ordinary and usual course and, to the extent
consistent therewith, use and cause its subsidiaries and affiliates to use
commercially reasonable efforts to preserve its business organization and
goodwill intact, keep available the services of its officers and employees,
and maintain its existing relations with customers, suppliers and business
associates;

(ii) will not sell or pledge any equity securities of its subsidiaries
owned by it (except for certain deposits required by statute); amend its
Certificate of Incorporation or Bylaws; split, combine or reclassify the
outstanding shares of TakeCare Common Stock; or declare, set aside or pay
any dividend with respect to such shares;

(iii) subject to certain exceptions, will not, nor will it allow its
subsidiaries to, issue, sell, pledge, dispose of or encumber any additional
shares of, or securities convertible or exchangeable for, or rights of any
kind to acquire, any shares of capital stock of any class of TakeCare or its
subsidiaries, other than purchases of securities from wholly-owned
subsidiaries of TakeCare and issuances of shares of TakeCare Common Stock
pursuant to options outstanding on the date of the Merger Agreement;
transfer, lease, license, guarantee, sell, mortgage, pledge, dispose of or
encumber any assets or modify any indebtedness or other liability other than
in the ordinary and usual course of business; acquire shares of capital
stock of TakeCare; authorize unbudgeted capital expenditures; or acquire or
make a material investment in another entity;

(iv) subject to certain exceptions, will not, nor will it allow its
subsidiaries to, take certain actions affecting the employment, compensation
or benefits of the directors, officers or other employees of TakeCare or its
subsidiaries;

(v) will not, nor will it allow its subsidiaries to, settle or
compromise any material claims or material litigation against TakeCare or
any of its subsidiaries greater than established reserves therefor or,
subject to certain exceptions, modify or terminate any of its material
contracts or waive, release or assign any material rights or claims;

(vi) will not, nor will it allow its subsidiaries to, make any tax
election or cause or allow any insurance policy naming it as a beneficiary
or a loss payable payee to be cancelled or terminated; and

(vii) will not, nor will it allow its subsidiaries to, authorize or enter
into agreements to violate any of the foregoing covenants.

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FHP. Pursuant to the Merger Agreement, FHP has agreed that prior to the
Effective Time (unless TakeCare otherwise consents in writing), FHP:

(i) will not, nor will it permit its subsidiaries to: (a) declare or pay
any extraordinary dividends on or make other extraordinary distributions in
respect of its shares of capital stock; (b) split, combine or reclassify any
of its capital stock or issue or authorize or propose the issuance of any
other securities in respect of, in lieu of or in substitution for shares of
its capital stock; or (c) acquire any significant portion of the shares of
its capital stock outstanding or any securities convertible into or
exercisable for any shares of its capital stock; and

(ii) will not be a party to any acquisition, disposal, merger,
reorganization, recapitalization or similar transaction requiring a vote of
its stockholders.

In addition, FHP has agreed to: (i) offer, or cause the Surviving
Corporation to offer, all employees of the Surviving Corporation and its
subsidiaries employee benefit plans which, in the aggregate, provide comparable
benefits to such employees as are currently provided to employees of TakeCare or
its subsidiaries pursuant to their respective benefit plans, See "THE MERGER --
Effect on Employee Benefit and Stock Plans" and (ii) provide certain
indemnification to the present and former TakeCare directors and officers after
the Effective Time, See "THE MERGER -- Interests of Certain Persons in the
Merger."

FHP AND TAKECARE. FHP and TakeCare have each agreed to: (i) use reasonable
efforts such that, at the Effective Time, each stock option issued and
outstanding immediately prior to the Effective Time entitling the holder thereof
to purchase any shares of TakeCare Common Stock will be converted into an option
to purchase FHP Common Stock or canceled in exchange for the Merger
Consideration less certain deductions, See "THE MERGER -- Effect on Employee
Benefit and Stock Plans" and (ii) cause certain employment agreements of
TakeCare to be in full force and effect at and after the Effective Time, See
"THE MERGER -- Interests of Certain Persons in the Merger."

NO SOLICITATION OF TRANSACTIONS

The Merger Agreement provides that TakeCare will not, and will not authorize
or permit any authorized representative of TakeCare or any of its subsidiaries
to, directly or indirectly, invite, solicit or encourage any inquiries or the
making of any proposal (an "Acquisition Proposal") that reasonably may be
expected to lead to any proposal or offer with respect to an acquisition,
merger, consolidation or similar transaction involving, or any purchase of all
or a substantial part of the assets of, TakeCare or any of its subsidiaries or
any purchase of shares of TakeCare Common Stock in excess of 20% or more of
those outstanding, or, subject to fiduciary obligations under applicable law as
advised by counsel, participate in any discussion or negotiations, or provide
third parties with any information relating to any such inquiry or proposal. If
TakeCare receives an unsolicited Acquisition Proposal, TakeCare must immediately
notify FHP of such receipt and of the principal terms of such proposal.

ADDITIONAL AGREEMENTS

The Merger Agreement contains additional covenants of each of FHP and
TakeCare, including without limitation agreements to: (i) take all necessary
action permitted by law and its charter documents to convene a meeting of its
stockholders as promptly as practicable to consider and vote upon the Merger and
all matters related thereto, and, subject to the fiduciary duties of its Board
of Directors, to recommend the Merger to its stockholders; (ii) make its
respective regulatory filings and use its best efforts to cause any employee
benefit plans to accord with the Merger Agreement and applicable law and to
consummate the transactions contemplated by the Merger Agreement; (iii) afford
to the other party and its authorized representatives access to its properties,
books, contracts and records and other information reasonably requested by such
party, subject to confidentiality obligations and (iv) cooperate with respect to
the issuance of press releases and other public statements.

In addition TakeCare has agreed to: (i) grant such approvals and take such
actions as are necessary so that the transactions contemplated by the Merger
Agreement may be consummated as

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promptly as practicable on the terms contemplated thereby and otherwise act to
eliminate the effects of any Delaware or other takeover statute on the
transactions contemplated by the Merger Agreement and (ii) prior to the
Effective Date, to deliver to FHP a letter identifying all "affiliates" of
TakeCare for purposes of Rule 145 under the Securities Act as of the date of the
TakeCare Meeting, and to use all reasonable efforts to cause each such person to
deliver to FHP on or prior to the Effective Date a written agreement not to
dispose of any Stock Consideration received by them in connection with the
Merger except in compliance with the Securities Act.

CONDITIONS TO CONSUMMATION OF THE MERGER

FHP. The obligation of FHP and FHP Sub to consummate the Merger is subject
to certain conditions which may be waived by FHP or FHP Sub to the extent
permitted by law, including without limitation the following:

(i) The Merger Agreement must be duly approved by the stockholders of
FHP and TakeCare, in accordance with applicable NASD rules, law and their
respective Certificates of Incorporation and Bylaws;

(ii) The waiting period applicable to the consummation of the Merger
under the HSR Act must have expired or been terminated and all filings in
connection with the Merger must have been made with, and all required
consents, approvals and authorizations in connection with the Merger must
have been obtained on satisfactory terms from, the appropriate governmental
or regulatory authorities;

(iii) No court or governmental or regulatory authority of competent
jurisdiction may have issued any order that materially reduces the benefits
to be derived by FHP from, or prohibits the consummation of the transactions
contemplated by, the Merger Agreement; provided that FHP must use reasonable
efforts to obtain the removal of any such order.

(iv) The representations and warranties of TakeCare contained in the
Merger Agreement must be true and correct in all material respects, subject
to certain exceptions, and TakeCare must have performed its obligations
under the Merger Agreement in all material respects;

(v) TakeCare must have obtained all required consents under its material
contracts;

(vi) FHP must have received the financing proceeds under the Credit
Agreement as contemplated in the Merger Agreement;

(vii) (a) FHP must have received an opinion of Delaware counsel to FHP to
the effect that the holders of the outstanding shares of TakeCare Common
Stock are not entitled to exercise appraisal rights pursuant to Delaware law
in connection with the Merger or (b) holders of not more than 20% of the
outstanding shares of TakeCare Common Stock on a fully diluted basis may
have elected to exercise appraisal rights pursuant to Delaware law and
TakeCare must have taken all action with respect to the rights of the
stockholders duly exercising appraisal rights pursuant to Delaware law
required of TakeCare pursuant to such law. FHP has received an opinion of
its Delaware counsel referred to in clause (a) in a form satisfactory to
FHP;

(viii) No event that has had or is reasonably likely to have a material
adverse effect on the financial condition, cash flows, properties, business,
prospects or results of operations of TakeCare and its subsidiaries, taken
as a whole, may have occurred;

(ix) FHP must have received an opinion of its counsel to the effect that
the Merger will be treated for Federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Code and that
TakeCare, FHP and FHP Sub each will be a party to that reorganization within
the meaning of Section 368(b) of the Code; and

(x) The Registration Statement must have been declared effective under
the Securities Act and no stop order suspending the effectiveness of the
Registration Statement may have been issued by the SEC.

40
<PAGE>
TAKECARE. The obligation of TakeCare to consummate the Merger is subject to
certain conditions which may be waived by TakeCare to the extent permitted by
law, including without limitation the following:

(i) The Merger Agreement must be duly approved by the stockholders of
FHP and TakeCare, in accordance with applicable NASD rules, law and their
respective Certificates of Incorporation and Bylaws;

(iii) No court or governmental or regulatory authority of competent
jurisdiction may have issued any order that prohibits the consummation of
the transactions contemplated by the Merger Agreement; provided that
TakeCare must use reasonable efforts to obtain the removal of any such
order;

(iv) The representations and warranties of FHP and FHP Sub contained in
the Merger Agreement must be true and correct in all material respects,
subject to certain exceptions, and FHP and FHP Sub must have performed their
respective obligations under the Merger Agreement in all material respects;

(v) No event that has had or is reasonably likely to have a material
adverse effect on the financial condition, cash flows, properties, business,
prospects or results of operations of FHP and its subsidiaries, taken as a
whole, may have occurred;

(vi) TakeCare must have received an opinion of its counsel to the effect
that the Merger will be treated for Federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Code and that
TakeCare, FHP and FHP Sub each will be a party to that reorganization within
the meaning of Section 368(b) of the Code;

(vii) The Registration Statement must have been declared effective under
the Securities Act and no stop order suspending the effectiveness of the
Registration Statement may have been issued by the SEC; and

(viii) The Stock Consideration must have been accepted upon notice of
issuance for quotation on the NASDAQ National Market System or for listing
on the New York Stock Exchange. The Stock Consideration has been approved
for quotation on the NASDAQ National Market System upon notice of issuance
thereof.

TERMINATION

BY FHP OR TAKECARE. The Merger Agreement may be terminated and the Merger
may be abandoned by FHP or TakeCare at any time prior to the Effective Time if:
(i) the Merger is not consummated by November 1, 1994, and the terminating party
did not materially breach its obligations in a manner that materially
contributed to the failure of such consummation; (ii) stockholder approval of
the Merger is not obtained by July 31, 1994 or (iii) FHP and TakeCare mutually
consent to such termination.

BY FHP. The Merger Agreement may be terminated and the Merger may be
abandoned by FHP at any time prior to the Effective Time if: (i) TakeCare fails
to comply in any material respect with any of the material covenants or
agreements contained in the Merger Agreement and does not cure such failure in
accordance with the Merger Agreement; (ii) subject to certain exceptions, any
material representation or warranty by TakeCare contained in the Merger
Agreement is incorrect in any material respect when made; (iii) TakeCare's Board
of Directors withdraws, or modifies in a manner

41
<PAGE>
adverse to FHP or FHP Sub, its approval or recommendation of the Merger or (iv)
TakeCare breaches its obligations regarding the solicitation of Acquisition
Proposals, See "-- No Solicitation of Transactions."

BY TAKECARE. The Merger Agreement may be terminated and the Merger may be
abandoned by TakeCare at any time prior to the Effective Time if: (i) FHP or FHP
Sub fails to comply in any material respect with any of the material covenants
or agreements contained in the Merger Agreement and does not cure such failure
in accordance with the Merger Agreement; (ii) subject to certain exceptions, any
material representation or warranty by FHP or FHP Sub contained in the Merger
Agreement is incorrect in any material respect when made or (iii) TakeCare's
Board of Directors withdraws its recommendation of approval of the Merger as a
result of the receipt of an Acquisition Proposal; provided that TakeCare has
given FHP an opportunity to respond to such proposal.

EFFECT OF TERMINATION. Subject to the termination fees described below, no
party will have any liability or further obligation to any other party to the
Merger Agreement in the event of the termination of the Merger Agreement and
abandonment of the Merger as provided above. However, no party is relieved from
liability for any willful breach of any covenant or agreement contained in the
Merger Agreement.

FHP TERMINATION FEE. TakeCare has agreed to pay to FHP, on the terms set
forth in the Merger Agreement, a termination fee of $21,400,000 in the event
that: (i) FHP terminates the Merger Agreement as described under "-- By FHP;"
(ii) TakeCare terminates the Merger Agreement as a result of the withdrawal by
TakeCare's Board of Directors of its recommendation of approval of the Merger
upon receipt of an Acquisition Proposal or (iii) the Merger Agreement and the
transactions contemplated thereby are not approved by the TakeCare stockholders
at the TakeCare Meeting and TakeCare enters into an agreement to consummate
another acquisition proposal within one year of such meeting.

TAKECARE TERMINATION FEE. FHP has agreed to pay to TakeCare, on the terms
set forth in the Merger Agreement, a termination fee of $21,400,000 in the event
that: (i) TakeCare terminates the Merger Agreement under the conditions
described in clause (i) or (ii) under "-- By TakeCare"; (ii) FHP does not obtain
funding under the Credit Agreement or (iii) the Merger Agreement and the
transactions contemplated thereby are not approved by the FHP stockholders at
the FHP Meeting; provided that such payment is not required to be made if it
would be unlawful, would violate any fiduciary duty of FHP's directors, or would
expose FHP's directors to personal liability.

AMENDMENT AND WAIVER

Subject to the applicable provisions of Delaware law, at any time prior to
the Effective Time, the parties may: (i) extend the time for the performance of
any of the obligations or other acts of the other parties to the Merger
Agreement; (ii) waive any inaccuracies in the representations and warranties
contained in the Merger Agreement or in any document delivered pursuant thereto;
(iii) waive compliance with any of the agreements contained in the Merger
Agreement and (iv) amend the Merger Agreement. Certain provisions of the Merger
Agreement which survive after the Effective Time may not be amended after the
Effective Time.

EXPENSES

If the Merger is not consummated, each party will pay its own expenses
incident to preparing for, entering into and carrying out the Merger Agreement
and the consummation of the Merger, subject to the potential requirement for
payment of termination fees. See "-- Termination." If the Merger is consummated,
all expenses will be paid by FHP.

42
<PAGE>
COMPARATIVE STOCK PRICES AND DIVIDENDS

<TABLE>
<CAPTION>
FHP TAKECARE
COMMON STOCK COMMON STOCK
----------------------- -----------------------
HIGH LOW HIGH LOW
------- ------- ------- -------
<S> <C> <C> <C> <C>
1991
Third Calendar Quarter......... $27 $15 1/2 $19 $13 1/2
Fourth Calendar Quarter........ 20 9 7/8 20 1/2 15 1/2
1992
First Calendar Quarter......... $19 1/2 $13 1/2 $30 3/4 $18 1/4
Second Calendar Quarter........ 18 12 1/2 34 27
Third Calendar Quarter......... 19 1/2 14 1/2 43 1/2 30 3/4
Fourth Calendar Quarter........ 23 16 3/4 50 1/4 37
1993
First Calendar Quarter......... $29 $17 3/8 $49 $25 3/4
Second Calendar Quarter........ 28 3/4 19 1/2 42 1/2 32 3/4
Third Calendar Quarter......... 30 18 1/4 47 3/4 38
Fourth Calendar Quarter........ 27 19 1/4 57 1/2 39 1/8
1994
First Calendar Quarter......... $29 3/4 $23 1/2 $76 $51 1/4
Second Calendar Quarter
(through April 29, 1994)...... 25 20 1/4 74 1/4 68
</TABLE>

The following table sets forth the last reported sales prices per share of
FHP Common Stock and TakeCare Common Stock as quoted on NASDAQ on January 7,
1994, the last trading day before announcement of the Agreement in Principle, on
March 3, 1994, the last trading day before announcement of the Merger Agreement,
and on April 29, and equivalent per share values for the TakeCare Common Stock
based on the value of the Merger Consideration.

<TABLE>
<CAPTION>
TAKECARE
FHP TAKECARE COMMON
COMMON COMMON STOCK
STOCK STOCK EQUIVALENT (A)
------- ------- -------
<S> <C> <C> <C>
January 7, 1994.................... $26 1/2 $51 3/4 $80
March 3, 1994...................... 28 1/2 67 3/8 80
April 29, 1994..................... 24 1/4 73 3/16 79 5/8
<FN>
- ------------------------
(a) Represents the value of the Merger Consideration into which one share of
TakeCare Common Stock is convertible based on the assumptions that the
Average Closing Price is equal to the closing price of the FHP Common
Stock on the date of calculation and that the Convertible Merger Preferred
Stock and Non-Convertible Merger Preferred Stock are each valued at their
respective stated values of $25.00 per share. The value indicated does not
give effect to any reductions in the Merger Consideration relating to
TakeCare's Excess Expenses in connection with the Merger. See "THE MERGER
-- Conversion of TakeCare Common Stock." The closing price of FHP Common
Stock on April 29, 1994 was below the range within which the conversion
price of the Convertible Merger Preferred Stock is readjusted.
</TABLE>

43
<PAGE>
HISTORICAL AND PRO FORMA UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following historical and pro forma unaudited condensed consolidated
financial statements of FHP and its subsidiaries as of December 31, 1993 and for
the year ended June 30, 1993 and the six months ended December 31, 1993
illustrate the effect of the Merger on such financial statements, as though the
Merger had occurred on December 31, 1993 in the historical and pro forma
unaudited condensed consolidated balance sheet and as of July 1, 1992 in the
historical and pro forma unaudited condensed consolidated statements of income.
The pro forma adjustments and the assumptions on which they are based are
described in the accompanying Notes to Historical and Pro Forma Unaudited
Condensed Consolidated Financial Statements.

The historical and pro forma unaudited condensed consolidated statements of
income for the year ended June 30, 1993 and the six months ended December 31,
1993 illustrate the effect of the acquisition by TakeCare of Comprecare on the
statements of income as though it occurred on July 1, 1992. TakeCare acquired
all of the outstanding stock of Comprecare on September 9, 1993 for
approximately $49.5 million in cash and the issuance of approximately 1,817,000
shares of TakeCare Common Stock. In addition, options to purchase approximately
151,000 shares of TakeCare Common Stock for $3.70 per share were issued to
holders of options to purchase Common Stock of Comprecare. The pro forma effect
of the acquisition of Comprecare is included in order to illustrate the combined
results of all of the operations of TakeCare that will exist following the
Merger.

The historical and pro forma unaudited condensed consolidated financial
statements are presented for illustrative purposes only and are not necessarily
indicative of the consolidated financial position or consolidated results of
operations of FHP that would have been reported had the Merger occurred on the
dates indicated, nor do they represent a forecast of the consolidated financial
position of FHP at any future date or the consolidated results of operations of
FHP for any future period. Furthermore, no effect has been given in the
historical and pro forma unaudited condensed consolidated statements of income
for operating and synergistic benefits that may be realized through the
combination of the entities, including any increased enrollment of Medicare
eligible persons in geographic areas principally served by TakeCare (Northern
California, Colorado, Illinois or Ohio). The historical and pro forma unaudited
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements of FHP and TakeCare which are incorporated
herein by reference.

44
<PAGE>
FHP INTERNATIONAL CORPORATION AND SUBSIDIARIES
HISTORICAL AND PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1993 (UNAUDITED)

ASSETS

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS PRO FORMA
FHP TAKECARE INCREASE NOTE CONDENSED
HISTORICAL HISTORICAL (DECREASE) REFERENCE CONSOLIDATED
------------ ---------- ----------- ------------- ------------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents........................ $ 173,269 $ 89,039 $(100,079) 2 $ 162,229
Short-term investments........................... 187,474 70,819 258,293
Accounts receivable, net......................... 62,135 29,811 91,946
Other current assets............................. 38,979 42,714 81,693
------------ ---------- ----------- ------------
Total current assets......................... 461,857 232,383 (100,079) 594,161
------------ ---------- ----------- ------------
Property and equipment........................... 486,460 18,620 505,080
less accumulated depreciation................... (128,238) (3,487) (131,725)
------------ ---------- ----------- ------------
Property and equipment, net...................... 358,222 15,133 373,355
------------ ---------- ----------- ------------
Excess purchase price over net assets acquired... 3,560 236,773 787,880 1,028,213
less accumulated amortization................... (130) (11,666) 11,666 (130)
------------ ---------- ----------- ------------
Excess purchase price over net assets acquired,
net............................................. 3,430 225,107 799,546 3 1,028,083
------------ ---------- ----------- ------------
Long-term investments............................ 76,245 34,203 110,448
Restricted investments........................... 75,153 75,153
Other assets, net................................ 31,989 2,504 (1,004) 11 33,489
------------ ---------- ----------- ------------
Total assets................................. $ 1,006,896 $ 509,330 $ 698,463 $2,214,689
------------ ---------- ----------- ------------
------------ ---------- ----------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of long-term obligations......... $ 147 $ 15,000 $ 35,000 4 $ 50,147
Accounts payable................................. 29,617 49,465 79,082
Medical claims payable........................... 168,384 119,811 288,195
Accrued salaries and employee benefits........... 84,640 6,985 91,625
Deferred premiums................................ 143,633 18,412 162,045
Income taxes payable and other current
liabilities..................................... 17,267 5,388 10,500 11 33,155
------------ ---------- ----------- ------------
Total current liabilities.................... 443,688 215,061 45,500 704,249
------------ ---------- ----------- ------------
Long-term obligations............................ 103,064 35,000 236,885 4 374,949
Other liabilities................................ 72,519 7,771 80,290
------------ ---------- ----------- ------------
Total liabilities............................ 619,271 257,832 282,385 1,159,488
------------ ---------- ----------- ------------
Stockholders' equity:
Series A Cumulative Convertible
Preferred Stock............................... 513,520 5 513,520
Common Stock................................... 1,655 1,284 (1,018) 5 1,921
Paid-in capital................................ 224,066 154,877 (1,087) 5 377,856
Retained earnings.............................. 161,904 95,337 (95,337) 5 161,904
------------ ---------- ----------- ------------
Total stockholders' equity..................... 387,625 251,498 416,078 1,055,201
------------ ---------- ----------- ------------
Total liabilities and stockholders' equity... $ 1,006,896 $ 509,330 $ 698,463 $2,214,689
------------ ---------- ----------- ------------
------------ ---------- ----------- ------------
</TABLE>

See accompanying notes to historical and pro forma unaudited condensed
consolidated financial statements.

45
<PAGE>
FHP INTERNATIONAL CORPORATION AND SUBSIDIARIES
HISTORICAL AND PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
SIX MONTHS ENDED DECEMBER 31, 1993 (UNAUDITED)

<TABLE>
<CAPTION>
COMPRECARE
HISTORICAL
TWO MONTHS PRO FORMA PRO FORMA
ENDED ADJUSTMENTS PRO FORMA ADJUSTMENTS PRO FORMA
FHP TAKECARE AUGUST 31, INCREASE NOTE TAKECARE INCREASE NOTE CONDENSED
HISTORICAL HISTORICAL 1993 (DECREASE) REFERENCE CONSOLIDATED (DECREASE) REFERENCE CONSOLIDATED
---------- ---------- ---------- ----------- --------- ----------- ----------- --------- ------------
(AMOUNTS IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue.............. $1,167,486 $ 514,252 $ 47,971 $ -- $ 562,223 $ -- $ 1,729,709
---------- ---------- ---------- ----------- ----------- ----------- ------------
Expenses:
Cost of health
care.............. 980,050 413,998 36,745 450,743 1,430,793
General,
administrative and
marketing......... 160,268 65,204 5,084 (830 ) 6 69,458 9,593 6 239,319
---------- ---------- ---------- ----------- ----------- ----------- ------------
Total expenses... 1,140,318 479,202 41,829 (830 ) 520,201 9,593 1,670,112
---------- ---------- ---------- ----------- ----------- ----------- ------------
Operating income..... 27,168 35,050 6,142 830 42,022 (9,593 ) 59,597
Interest income...... 9,412 3,298 202 3,500 (2,197 ) 7 10,715
Interest expense..... 2,081 1,371 259 (241 ) 8 1,389 6,826 8 10,296
---------- ---------- ---------- ----------- ----------- ----------- ------------
Income before
provision for income
taxes............... 34,499 36,977 6,085 1,071 44,133 (18,616 ) 60,016
Provision for income
taxes............... 13,000 16,000 2,215 118 10 18,333 (1,925 ) 10 29,408
---------- ---------- ---------- ----------- ----------- ----------- ------------
Net income........... 21,499 20,977 3,870 953 25,800 (16,691 ) 30,608
Preferred Stock
dividend............ 12,838 9 12,838
---------- ---------- ---------- ----------- ----------- ----------- ------------
Net income
attributable to
Common Stock........ $ 21,499 $ 20,977 $ 3,870 $ 953 $ 25,800 $ (29,529 ) $ 17,770
---------- ---------- ---------- ----------- ----------- ----------- ------------
---------- ---------- ---------- ----------- ----------- ----------- ------------
Earnings per share
attributable to
Common Stock........ $ 0.64 $ 1.65 $ 1.94 $ ( 5.32 ) 9 $ 0.45
---------- ---------- ----------- ----------- ------------
---------- ---------- ----------- ----------- ------------
Weighted average
shares of Common
Stock and common
stock equivalents
outstanding......... 33,515 12,690 13,276 5,553 9 39,068
---------- ---------- ----------- ----------- ------------
---------- ---------- ----------- ----------- ------------
</TABLE>

See accompanying notes to historical and pro forma unaudited condensed
consolidated financial statements.

46
<PAGE>
FHP INTERNATIONAL CORPORATION AND SUBSIDIARIES
HISTORICAL AND PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED JUNE 30, 1993 (UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS PRO FORMA ADJUSTMENTS PRO FORMA
FHP TAKECARE COMPRECARE INCREASE NOTE TAKECARE INCREASE NOTE CONDENSED
HISTORICAL HISTORICAL HISTORICAL (DECREASE) REFERENCE CONSOLIDATED (DECREASE) REFERENCE CONSOLIDATED
---------- ---------- ---------- ----------- --------- ------------ ----------- --------- ------------
(AMOUNTS IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue.............. $2,005,854 $ 789,654 $ 254,547 $ -- $ 1,044,201 $ -- $ 3,050,055
---------- ---------- ---------- ----------- ------------ ----------- ------------
Expenses:
Cost of health
care.............. 1,681,144 644,237 215,219 (2,612 ) 11 856,844 2,537,988
General,
administrative and
marketing......... 269,645 92,869 30,859 (5,330 ) 6 118,398 21,221 6 409,264
---------- ---------- ---------- ----------- ------------ ----------- ------------
Total expenses... 1,950,789 737,106 246,078 (7,942 ) 975,242 21,221 2,947,252
---------- ---------- ---------- ----------- ------------ ----------- ------------
Operating income..... 55,065 52,548 8,469 7,942 68,959 (21,221 ) 102,803
Interest income...... 14,919 5,399 819 6,218 (4,674 ) 7 16,463
Interest expense..... 211 3,939 1,407 (1,309 ) 8 4,037 12,455 8 16,703
---------- ---------- ---------- ----------- ------------ ----------- ------------
Income before
provision for income
taxes............... 69,773 54,008 7,881 9,251 71,140 (38,350 ) 102,563
Provision for income
taxes............... 25,607 23,207 2,808 1,921 10 27,936 (3,054 ) 10 50,489
---------- ---------- ---------- ----------- ------------ ----------- ------------
Net income........... 44,166 30,801 5,073 7,330 43,204 (35,296 ) 52,074
Preferred Stock
dividend............ 25,676 9 25,676
---------- ---------- ---------- ----------- ------------ ----------- ------------
Net income
attributable to
Common Stock........ $ 44,166 $ 30,801 $ 5,073 $ 7,330 $ 43,204 $ (60,972 ) $ 26,398
---------- ---------- ---------- ----------- ------------ ----------- ------------
---------- ---------- ---------- ----------- ------------ ----------- ------------
Earnings per share
attributable to
Common Stock........ $ 1.33 $ 2.80 $ 3.34 $ (10.98 ) 9 $ 0.68
---------- ---------- ------------ ----------- ------------
---------- ---------- ------------ ----------- ------------
Weighted average
shares of Common
Stock and common
stock equivalents
outstanding......... 33,270 10,982 12,934 5,553 9 38,823
---------- ---------- ------------ ----------- ------------
---------- ---------- ------------ ----------- ------------
</TABLE>

See accompanying notes to historical and pro forma unaudited condensed
consolidated financial statements.

47
<PAGE>
FHP INTERNATIONAL CORPORATION
NOTES TO HISTORICAL AND PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

1. GENERAL
The historical and pro forma unaudited condensed consolidated balance sheet
reflects the Merger as though it occurred on December 31, 1993. The historical
and pro forma unaudited condensed consolidated statements of income reflect the
Merger and the September 1993 acquisition of Comprecare by TakeCare as though
both transactions occurred on July 1, 1992. The Merger will be accounted for as
a purchase transaction.

No effect has been given in the historical and pro forma unaudited condensed
consolidated statements of income for operating and synergistic benefits that
may be realized through the combination of the entities, including any increased
enrollment of Medicare eligible persons in geographic areas principally served
by TakeCare (Northern California, Colorado, Illinois, or Ohio). Certain
reclassifications have been made to the TakeCare historical financial statements
to conform them to FHP's presentation.

TakeCare has agreed with FHP that if the expenses of TakeCare incurred in
connection with the Merger, including financial advisory fees, accounting, legal
and consulting fees, and costs in connection with any litigation relating to the
Merger, exceed $3 million, such excess will reduce pro rata the amount of cash
or shares of Series B Preferred Stock to be issued in the Merger upon conversion
of each share of TakeCare Common Stock. For purposes of these pro forma
financial statements, the Excess Expenses are assumed to be $7.3 million,
resulting in a reduction of the cash consideration to $27.43 or of the Series B
Preferred Stock to approximately 1.10 shares for each share of TakeCare Common
Stock.

Under the terms of the Merger Agreement each outstanding share of TakeCare
Common Stock (estimated to be 12,838 shares for purposes of these historical and
pro forma unaudited condensed consolidated financial statements (pro forma
financial statements)) will be converted into the right to receive, without
interest, the following consideration (valued at an aggregate of $80.00 per
share less the estimated impact of the Excess Expenses of approximately $0.57
per share for purposes of these pro forma financial statements):

(1) 1.6 shares of Series A Cumulative Convertible Preferred Stock (Series A
Preferred Stock); plus

(2) 1.12 shares of Series B Adjustable Rate Cumulative Preferred Stock
(Series B Preferred Stock) or at the specific election of the holder,
cash of $28.00 per share of TakeCare Common Stock; plus

(3) .41379 of a share of FHP Common Stock, subject to adjustment under
certain circumstances as set forth in the Merger Agreement.

Holders of Series A Preferred Stock with stated value of $25.00 will be
entitled to receive cumulative cash dividends of not less than 4.7% per annum or
greater than 5.0% per annum. The actual dividend rate will be set prior to the
Closing of the Merger at a rate (within the specified range) which will allow
the Series A Preferred Stock to trade, at the Closing, at par. Dividends will be
payable quarterly in arrears when and if declared by FHP's Board of Directors.

On or after the fourth anniversary of the Merger, FHP may, at its option,
redeem all or part of the outstanding shares of Series A Preferred Stock, at
fixed redemption prices per share plus an amount equal to any accrued and unpaid
dividends.

48
<PAGE>
FHP INTERNATIONAL CORPORATION
NOTES TO HISTORICAL AND PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. GENERAL (CONTINUED)
Each share of Series A Preferred Stock will be convertible at the option of
the holder into FHP Common Stock at any time commencing six months after the
Closing. The conversion price for the Series A Preferred Stock, ranging from
$31.00 to $35.96, will be fixed at the Closing based on 124% of the Average
Closing Price of FHP Common Stock.

Holders of Series B Preferred Stock with stated value of $25.00 will be
entitled to receive cumulative cash dividends of not less than 5.0% per annum or
greater than 11.0% per annum. The actual dividend rate will be determined
annually based on prevailing market rates as provided in the Merger Agreement.
Dividends will be payable quarterly in arrears when and if declared by FHP's
Board of Directors (see Note 9).

Beginning nine months after the Effective Date, FHP may, at its option,
redeem all or part of the outstanding shares of Series B Preferred Stock, at
$25.00 per share plus an amount equal to accrued and unpaid dividends.

2. CASH AND CASH EQUIVALENTS
Pro forma adjustments to cash and cash equivalents consist of the following:

<TABLE>
<S> <C>
Proceeds of long-term borrowings (net of financing costs of
$1,500)........................................................ $ 320,385
Cash consideration paid in the Merger........................... (352,164)
Repayment of TakeCare long-term obligations, including current
portion........................................................ (50,000)
Payment of estimated costs of Merger............................ (11,000)
Payment of Excess Expenses of TakeCare (see Note 1)............. (7,300)
---------
$(100,079)
---------
---------
</TABLE>

The pro forma financial statements assume that the holders of TakeCare
Common Stock will elect to receive cash of $27.43 per share as Merger
Consideration in lieu of the Series B Preferred Stock. (See note 9 for summary
pro forma financial information assuming holders of TakeCare Common Stock elect
to receive approximately 1.10 shares of Series B Preferred Stock as Merger
Consideration.)

The TakeCare long-term obligations are being retired immediately after the
Closing as required by TakeCare's existing debt agreement upon a change in
control of TakeCare.

3. EXCESS PURCHASE PRICE OVER NET ASSETS ACQUIRED
Pro forma adjustments to the excess purchase price over net assets acquired
consist of the following:

<TABLE>
<S> <C>
Resulting from the Merger...................................... $1,024,653
Elimination of previously recorded excess purchase price over
net assets acquired of TakeCare (net of accumulated
amortization of $11,666)...................................... (225,107)
----------
$ 799,546
----------
----------
</TABLE>

Management has not completed an allocation of the purchase price of TakeCare
to the assets and liabilities that will be acquired. However, management
believes that the amounts reflected on TakeCare's historical consolidated
balance sheet as tangible assets and liabilities approximate the fair market
values of such assets and liabilities and accordingly, such assets have not been
adjusted in the accompanying pro forma financial statements.

49
<PAGE>
FHP INTERNATIONAL CORPORATION
NOTES TO HISTORICAL AND PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. LONG-TERM OBLIGATIONS
Pro forma adjustments to long-term obligations consist of the following:

<TABLE>
<CAPTION>
CURRENT LONG-TERM
PORTION PORTION TOTAL
--------- ----------- -----------
<S> <C> <C> <C>
Borrowings to finance the Merger.................................. $ 50,000 $ 271,885 $ 321,885
Repayment of TakeCare long-term obligations....................... (15,000) (35,000) (50,000)
--------- ----------- -----------
$ 35,000 $ 236,885 $ 271,885
--------- ----------- -----------
--------- ----------- -----------
</TABLE>

Borrowings to finance the Merger represent drawdowns under the Credit
Agreement. The Credit Agreement contains financial and other covenants including
limitations on indebtedness, liens, dividends, sale and leaseback transactions
and certain other transactions.

5. STOCKHOLDERS' EQUITY
Pro forma adjustments to Series A Preferred Stock, FHP Common Stock, paid-in
capital and retained earnings consist of the following:

<TABLE>
<CAPTION>
SERIES A TOTAL
PREFERRED COMMON PAID-IN RETAINED STOCKHOLDERS'
STOCK STOCK CAPITAL EARNINGS EQUITY
----------- ----------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Series A Preferred Stock issued......................... $ 513,520 $ -- $ -- $ -- $ 513,520
Common Stock issued..................................... 266 153,790 154,056
Elimination of equity accounts of TakeCare.............. (1,284 ) (154,877) (95,337 ) (251,498 )
----------- ----------- --------- ----------- ------------
$ 513,520 $ (1,018 ) $ (1,087) $ (95,337 ) $ 416,078
----------- ----------- --------- ----------- ------------
----------- ----------- --------- ----------- ------------
</TABLE>

6. GENERAL, ADMINISTRATIVE AND MARKETING
Pro forma adjustments to general, administrative and marketing expenses,
principally amortization, consist of the following:

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA PRO FORMA PRO FORMA
TAKECARE CONSOLIDATED TAKECARE CONSOLIDATED
YEAR ENDED YEAR ENDED SIX MONTHS SIX MONTHS
JUNE 30, JUNE 30, ENDED DEC. ENDED DEC.
1993 1993 31, 1993 31, 1993
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Amortization of excess purchase price over net assets
acquired resulting from the Merger......................... $ -- $ 25,616 $ -- $ 12,808
Elimination of amortization of excess purchase price over
net assets acquired previously recorded by TakeCare........ (4,395 ) (3,215 )
Elimination of amortization of excess purchase price over
net assets acquired of Comprecare.......................... (5,330 ) (830 )
----------- ------------ ----------- ------------
$ (5,330 ) $ 21,221 $ (830 ) $ 9,593
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
</TABLE>

The excess purchase price over net assets acquired resulting from the Merger
will be amortized on a straight-line basis over 40 years.

50
<PAGE>
FHP INTERNATIONAL CORPORATION
NOTES TO HISTORICAL AND PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. INTEREST INCOME
Pro forma adjustments to interest income consist of the following:

<TABLE>
<CAPTION>
PRO FORMA CONSOLIDATED
---------------------------
SIX MONTHS
YEAR ENDED ENDED DEC.
JUNE 30, 1993 31, 1993
------------- ------------
<S> <C> <C>
Elimination of interest income (computed based on historical rates of
return) on investment of cash used to finance a portion of the purchase
price (4.67% for the year ended June 30, 1993 and 4.39% for the six months
ended Dec. 31, 1993)...................................................... $ (4,674) $ (2,197)
------------- ------------
------------- ------------
</TABLE>

8. INTEREST EXPENSE
Pro forma adjustments to interest expense consist of the following:

<TABLE>
<CAPTION>
PRO FORMA
TAKECARE
PRO FORMA PRO FORMA SIX PRO FORMA
TAKECARE CONSOLIDATED MONTHS CONSOLIDATED
YEAR ENDED YEAR ENDED ENDED SIX MONTHS
JUNE 30, JUNE 30, DEC. 31, ENDED DEC.
1993 1993 1993 31, 1993
---------- ------------ --------- ------------
<S> <C> <C> <C> <C>
Interest expense on long-term borrowings to
finance the Merger............................... $ -- $ 16,094 $ -- $ 8,047
Elimination of interest expense on retired
long-term obligations of TakeCare................ (3,463 ) (1,255 )
Amortization of deferred debt financing costs
resulting from the long-term borrowings to
finance the Merger............................... 300 150
Elimination of amortization of deferred debt
financing costs of TakeCare...................... (476 ) (116 )
Elimination of interest expense on long-term
obligations retired as a result of TakeCare's
acquisition of Comprecare........................ (1,309 ) (241 )
---------- ------------ --------- ------------
$ (1,309 ) $ 12,455 $ (241 ) $ 6,826
---------- ------------ --------- ------------
---------- ------------ --------- ------------
</TABLE>

The interest rate on the long-term obligations incurred to finance the
Merger is expected to be a floating rate based on the principal lender's prime
rate in the London Interbank market plus 0.6% which, based on current rates,
would be approximately 5.0%. Each 1/4% increase in such floating rate would
decrease annual pro forma consolidated net income by $411 and pro forma
consolidated earnings per share attributable to Common Stock by $.01 per annum.

9. EARNINGS PER SHARE
Earnings per share is based on the weighted average shares of outstanding
Common Stock and common stock equivalents during the respective periods. The pro
forma financial statements assume the holders of TakeCare Common Stock will
elect to receive cash in lieu of Series B Preferred Stock issued as of the
Effective Date. The inclusion of additional common shares assuming the
conversion of the Series A Preferred Stock would have been antidilutive for the
year ended June 30, 1993 and the six months ended December 31, 1993 for both the
primary and fully diluted pro forma earnings per share computations. Accounting
rules governing the computation of earnings per share require that dividends on
cumulative preferred stock, whether declared or not, be deducted in the earnings
per share computation.

51
<PAGE>
FHP INTERNATIONAL CORPORATION
NOTES TO HISTORICAL AND PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. EARNINGS PER SHARE (CONTINUED)
The shares used in the computation of primary earnings per share were as
follows:

<TABLE>
<CAPTION>
PRO FORMA CONSOLIDATED
----------------------------
SIX MONTHS
YEAR ENDED ENDED DEC.
JUNE 30, 1993 31, 1993
------------- -------------
<S> <C> <C>
Common and common stock equivalents prior to the Merger.................... 33,270 33,515
Assumed common and common stock equivalents issued as part of the Merger... 5,553 5,553
------------- -------------
38,823 39,068
------------- -------------
------------- -------------
</TABLE>

Pro forma adjustments to dividends related to Series A Preferred Stock
consist of the following:

<TABLE>
<CAPTION>
PRO FORMA CONSOLIDATED
---------------------------
SIX MONTHS
YEAR ENDED ENDED DEC.
JUNE 30, 1993 31, 1993
------------- ------------
<S> <C> <C>
Cash dividends on Series A Preferred Stock issued in the Merger (dividend
at 5%).................................................................... $ 25,676 $ 12,838
------------- ------------
------------- ------------
</TABLE>

The pro forma financial statements have been prepared assuming that all
Series A Preferred Stock is outstanding for the year ended June 30, 1993 and the
six months ended December 31, 1993.

As stated above, the pro forma financial statements assume the holders of
TakeCare Common Stock will elect to receive cash in lieu of the Series B
Preferred Stock. Accordingly, earnings per share has been calculated assuming
that no shares of Series B Preferred Stock will be issued. If all holders of
TakeCare Common Stock were to elect to receive Series B Preferred Stock rather
than cash, the principal changes to the historical and pro forma unaudited
condensed consolidated statements of income would be as follows, assuming an
interest rate equal to 93% of the thirty-year average yield published by the
Federal Reserve Board as provided for in the Merger Agreement (approximately
6.4% for this pro forma calculation - see Note 1 for further explanation of
range of possible dividends):

<TABLE>
<CAPTION>
PRO FORMA CONSOLIDATED
---------------------------
SIX MONTHS
YEAR ENDED ENDED DEC.
JUNE 30, 1993 31, 1993
------------- ------------
<S> <C> <C>
Operating income........................................................... $ 102,803 $ 59,597
Interest income............................................................ 18,288 11,573
Interest expense........................................................... (309) (2,099)
Income taxes............................................................... (59,416) (33,845)
------------- ------------
Net income................................................................. 61,366 35,226
Series A Preferred Stock dividend.......................................... (25,676) (12,838)
Series B Preferred Stock dividend.......................................... (22,507) (11,253)
------------- ------------
Net income attributable to Common Stock.................................... $ 13,183 $ 11,135
------------- ------------
------------- ------------
Earnings per share attributable to Common Stock............................ $ 0.34 $ 0.29
------------- ------------
------------- ------------
Weighted average number of shares.......................................... 38,823 39,068
------------- ------------
------------- ------------
</TABLE>

52
<PAGE>
FHP INTERNATIONAL CORPORATION
NOTES TO HISTORICAL AND PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. INCOME TAXES

Pro forma adjustments to the provision for income taxes consist of the
following:

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA PRO FORMA
TAKECARE CONSOLIDATED PRO FORMA CONSOLIDATED
YEAR ENDED YEAR ENDED TAKECARE SIX SIX MONTHS
JUNE 30, JUNE 30, MONTHS ENDED ENDED DEC.
1993 1993 DEC. 31, 1993 31, 1993
---------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
Income tax effect of:
Decrease in interest income..................... $ -- $ (2,290 ) $ -- $ (1,076 )
Elimination of TakeCare interest expense and
debt financing costs........................... 1,930 672
Increase in interest expense and debt financing
costs from Merger financing.................... (8,033 ) (4,017 )
Elimination of Comprecare interest expense...... 641 118
Estimated increase in effective tax rate to
49%............................................ 5,339 2,496
Decrease in cost of health care................. 1,280
---------- ------------ ----- ------------
$ 1,921 $ (3,054 ) $ 118 $ (1,925 )
---------- ------------ ----- ------------
---------- ------------ ----- ------------
</TABLE>

11. OTHER
Other pro forma adjustments include the restructuring of an agreement with a
physician group resulting in a reduction of pro forma cost of health care
($2,612), recognition of deferred debt financing costs ($1,500), elimination of
deferred debt financing costs related to debt of TakeCare retired in the Merger
($2,504), and accrual of transaction expenses incurred by TakeCare ($3,000) and
certain bonuses that TakeCare may authorize ($7,500).

53
<PAGE>
CAPITALIZATION OF FHP

The consolidated capitalization of FHP at December 31, 1993 and the adjusted
consolidated capitalization of FHP after giving effect to the Merger and the
Proposed Amendments is set forth below. The adjustments made to FHP's historical
consolidated capitalization to arrive at the adjusted consolidated
capitalization are described under "HISTORICAL AND PRO FORMA UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS."

<TABLE>
<CAPTION>
ACTUAL AS ADJUSTED
----------- -------------
<S> <C> <C>
(IN THOUSANDS, EXCEPT
SHARE DATA)
Current portion of long-term obligations.............................................. $ 147 $ 50,147
----------- -------------
----------- -------------
Long-term Obligations:
7% Senior Notes due September 2003.................................................. $ 100,000 $ 100,000
Term loan (net of current portion of $50,000) due June 1999......................... 200,000
Revolving Credit Facility due June 1999............................................. 71,885
Other............................................................................... 3,064 3,064
----------- -------------
Total long-term obligations..................................................... $ 103,064 $ 374,949
----------- -------------
----------- -------------
Stockholders' Equity:
FHP Preferred Stock, $0.05 par value; (authorized 5,000,000 shares; outstanding 0
shares (actual); 0 shares (as adjusted))........................................... $ -- $ --
Convertible Series A Cumulative Preferred Stock; $25.00 stated value; (outstanding 0
shares (actual); 20,540,800 shares (as adjusted)).................................. -- 513,520
Series B Adjustable Rate Cumulative Preferred Stock; $25.00 stated value;
(outstanding 0 shares (actual); 0 shares (as adjusted)(1))......................... -- --
Common Stock, $0.05 par value; (authorized 70,000,000 shares; outstanding 33,109,582
shares (actual); 38,421,818 shares (as adjusted)).................................. 1,655 1,921
Paid-in capital..................................................................... 224,066 377,856
Retained earnings................................................................... 161,904 161,904
----------- -------------
Total stockholders' equity...................................................... $ 387,625 $ 1,055,201
----------- -------------
----------- -------------
<FN>
- ------------------------
(1) The capitalization table assumes that the holders of TakeCare Common Stock
will elect to receive Merger Consideration of $27.43 cash per share of
TakeCare Common Stock in lieu of Series B Adjustable Rate Cumulative
Preferred Stock.
</TABLE>

DESCRIPTION OF FHP CAPITAL STOCK

GENERAL

Under the FHP Certificate of Incorporation, FHP's authorized capital stock
consists of 70,000,000 shares of FHP Common Stock and 5,000,000 shares of FHP
Preferred Stock. FHP's Board of Directors has approved, and FHP's stockholders
are being asked to approve, the Proposed Amendments which would amend the FHP
Certificate of Incorporation to increase the authorized number of shares of FHP
Common Stock to 100,000,000 and the authorized number of shares of FHP Preferred
Stock to 40,000,000.

As of March 31, 1994, there were 33,152,619 shares of FHP Common Stock
outstanding. In addition, 5,235,708 shares have been reserved under an executive
incentive plan of which 2,727,666 shares are subject to options outstanding and
an additional 8,970,071 shares of FHP Common Stock have been reserved for
issuance under the Rights Agreement (as hereinafter defined). See "-- Rights
Plan". No shares of FHP Preferred Stock are currently outstanding.

54
<PAGE>
COMMON STOCK

Holders of FHP Common Stock are entitled to receive, subject to certain
limitations set forth in the Credit Agreement and to the rights of any FHP
Preferred Stock then outstanding, dividends when and as declared by the Board of
Directors out of funds legally available therefor. Holders of FHP Common Stock
have no preemptive right to purchase additional shares. Holders of FHP Common
Stock are entitled to share on a PRO RATA basis, subject to the rights of any
FHP Preferred Stock then outstanding, in the assets of FHP legally available for
distribution to stockholders in the event of FHP's liquidation, dissolution or
winding up.

Holders of FHP Common Stock are entitled to one vote per share with respect
to all matters voted upon by stockholders, including the election of Directors.
Holders of FHP Common Stock do not have cumulative voting rights. The
outstanding shares of FHP Common Stock, including the shares of FHP Common Stock
being issued pursuant to the Merger, are validly issued, fully paid and
nonassessable.

All authorized, unissued shares of FHP Common Stock may be issued by the
Board of Directors of FHP without stockholder approval, including issuance to
acquire another business.

RIGHTS PLAN

On June 29, 1990, the Board of Directors of FHP declared a dividend of one
common share purchase right (a "Right") for each outstanding share of FHP Common
Stock to the holders of record on June 29, 1990 and authorized and directed the
issuance of one Right with respect to each share of FHP Common Stock that shall
become outstanding prior to the occurrence of certain terminating events. The
Rights are governed by an Amended and Restated Rights Agreement, dated as of
March 28, 1994 (the "Rights Agreement"), between FHP and American Stock and
Transfer Company, as rights agent. Each Right entitles the registered holder to
purchase from FHP one-fourth of a share of FHP Common Stock at a price of
$20.00, subject to adjustment (the "Purchase Price"). Upon the occurrence of
certain events associated with an unsolicited takeover attempt with respect to
FHP, the Rights will become exercisable and will cease to automatically trade
with the FHP Common Stock. Thereafter, upon the occurrence of certain further
triggering events, each Right will become exercisable for that number of shares
of FHP Common Stock, or, where FHP has been acquired by another company, shares
in such company, having a market value of two times the exercise price.

The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire FHP or
acquires an interest in FHP in a manner which causes the Rights to become
exercisable. FHP believes, however, that the Rights should neither affect any
prospective offeror willing to negotiate with the Board of Directors of FHP nor
interfere with any merger or other business combination approved by the Board of
Directors of FHP because the Board of Directors may, at its option, prior to the
occurrence of certain events, redeem the Rights. Prior to the occurrence of
certain events, the terms of the Rights may be amended by the Board of Directors
of FHP without the consent of the holders of the Rights.

PREFERRED STOCK

Authorized shares of FHP Preferred Stock may be issued without stockholder
approval. The Board of Directors is authorized to issue such shares in different
series and to fix all of the rights, preferences and qualifications of each
series. No shares of FHP Preferred Stock are currently outstanding and, except
for the FHP Preferred Stock to be issued in connection with the Merger, FHP has
no current plans for the issuance of any of the shares of the FHP Preferred
Stock. Any FHP Preferred Stock to be issued could rank senior to the FHP Common
Stock with respect to dividend rights and rights upon liquidation. The Board of
Directors, without stockholder approval, may issue FHP Preferred Stock with
voting and conversion rights which could adversely affect the voting power of
holders of FHP Common Stock or create impediments to persons seeking to gain
control of FHP.

CONVERTIBLE MERGER PREFERRED STOCK

The following is a summary of the material rights, preferences and
privileges of the Convertible Merger Preferred Stock as set forth in the
Certificate of Designation of Powers, Preferences and

55
<PAGE>
Rights of Series A Cumulative Convertible Preferred Stock of FHP International
Corporation (terms used in this section without definition have the meanings set
forth in such certificate). At the Effective Time, each share of TakeCare Common
Stock (except TakeCare Common Stock beneficially owned by FHP, TakeCare and
their subsidiaries) will be converted into the right to receive, among other
consideration, 1.6 shares of Convertible Merger Preferred Stock.

DIVIDENDS. Holders of Convertible Merger Preferred Stock will be entitled
to receive, subject to certain limitations set forth in the Credit Agreement,
cash dividends when, as and if declared by the FHP Board of Directors out of
funds of FHP legally available therefor. Such dividends will be at an annual
rate per share to be fixed by the FHP Board of Directors or the Executive
Committee thereof subject to agreement of the financial advisors of FHP and
TakeCare that the Convertible Merger Preferred Stock is expected to trade, on
the date the dividend rate is fixed, at approximately $25.00 per share (the
"Series A Stated Value") on a fully distributed basis. If the financial advisors
cannot agree, a third financial advisor will be chosen to fix the dividend rate.
In no event will the dividend rate be less than 4.7% per annum or greater than
5.0% per annum. Dividends will be payable quarterly in arrears. Dividends will
be cumulative from the date of original issuance of the Convertible Merger
Preferred Stock. Dividends for each full dividend period will be computed by
dividing the annual dividend rate by four. Dividends payable for any period less
than a full dividend period will be computed on the basis of a 360-day year
consisting of twelve 30-day months. No interest, or sum of money in lieu of
interest, will be payable in respect of any accrued and unpaid dividends.

REDEMPTION. On or after the fourth anniversary of the Effective Date, FHP
may, at its option, redeem all or, from time to time, any part of the
outstanding shares of Convertible Merger Preferred Stock, out of funds legally
available therefor, upon giving a notice of redemption as set forth below, at
the Series A Stated Value, plus a redemption premium, if any, plus an amount
equal to accrued and unpaid dividends, if any (whether or not declared), up to
but excluding the date fixed for redemption.

The redemption premium per share (expressed as a percentage of the Series A
Stated Value) will be six-tenths of the annual dividend rate (determined as set
forth above); provided that such redemption premium will be reduced by one-tenth
of such annual dividend rate for each twelve-month period succeeding the
Effective Date until the redemption premium equals zero.

If fewer than all of the outstanding shares of the Convertible Merger
Preferred Stock are to be redeemed, the number of shares to be redeemed shall be
determined by the FHP Board of Directors in good faith and the shares to be
redeemed will be determined pro rata as nearly as practicable, or by such other
method as the FHP Board of Directors may determine to be fair and appropriate.

Notice of redemption of Convertible Merger Preferred Stock will be given to
each record holder by: (i) first-class mail, not less than 30 nor more than 60
days prior to the date fixed for redemption, to the holders thereof and (ii)
publication in THE WALL STREET JOURNAL.

VOTING. Except as provided below or as may be required by Delaware law or
provided by the resolution creating any other series of FHP Preferred Stock, the
holders of Convertible Merger Preferred Stock will not be entitled to vote. So
long as any shares of Convertible Merger Preferred Stock are outstanding, the
vote or consent of the holders of 66 2/3% of the outstanding shares of
Convertible Merger Preferred Stock, voting together as a single class, will be
necessary to: (i) increase or decrease the par value of the shares of
Convertible Merger Preferred Stock; (ii) alter or change the powers,
preferences, or special rights of the shares of Convertible Merger Preferred
Stock so as to affect them adversely; or (iii) authorize or issue any additional
class or series of preferred stock that ranks on a parity with the Convertible
Merger Preferred Stock ("Parity Securities") (other than the Non-Convertible
Merger Preferred Stock, which is a Parity Security) or securities senior in rank
to the Convertible Merger Preferred Stock, or any security convertible into
Parity Securities or such senior securities.

In the event that any accrued dividends (whether or not declared) on the
Convertible Merger Preferred Stock are not paid in an aggregate amount equal to
or greater than six quarterly dividends,

56
<PAGE>
the maximum authorized number of directors of FHP automatically will be
increased by two, and holders of Convertible Merger Preferred Stock will be
entitled to vote their shares of Convertible Merger Preferred Stock, together
with the holders of any Non-Convertible Merger Preferred Stock and any other FHP
Preferred Stock of equal parity upon which like voting rights have been
conferred and are exercisable (the "Voting Parity Securities") to elect, as a
class, an additional two directors. So long as any shares of Convertible Merger
Preferred Stock are outstanding, the holders of Convertible Merger Preferred
Stock will retain the right to vote and elect, with the holders of such Voting
Parity Securities, as a class, two directors until all accrued but unpaid
dividends on the Convertible Merger Preferred Stock are paid in full or declared
and set aside for payment.

CONVERSION. Each share of Convertible Merger Preferred Stock will be
convertible (the rights to convert are referred to as the "Conversion Rights")
at any time commencing six months after closing of the Merger, at the option of
the holder thereof, into such number of fully paid and non-assessable shares of
FHP Common Stock (together with any associated Rights) as is equal to (A) the
sum of the Series A Stated Value plus accrued but unpaid dividends in arrears
thereon to which the holder converting such shares is entitled, divided by (B)
the Conversion Price (as defined herein) then in effect. The "Conversion Price"
for the Convertible Merger Preferred Stock is $35.96; provided that, if the
Average Closing Price immediately prior to the Effective Time is less than the
Base Price, the Conversion Price will be adjusted so that it is equal to 124% of
the Average Closing Price; provided further, that the Conversion Price cannot be
less than $31.00. The Conversion Price is subject to adjustment after the
issuance of the Convertible Merger Preferred Stock from time to time in the
event that FHP: (i) pays a dividend or makes a distribution on the FHP Common
Stock in shares of FHP Common Stock; (ii) subdivides its outstanding shares of
FHP Common Stock into a greater number of shares; (iii) combines its outstanding
shares of FHP Common Stock into a smaller number of shares; (iv) issues rights,
options or warrants to all holders of its outstanding shares of FHP Common Stock
that entitle such holders, for a period expiring within 45 days after the record
date for determining such holders, to subscribe for or purchase shares of FHP
Common Stock at a price per share less than the current market price per share
of the FHP Common Stock on the record date; (v) issues or adopts Rights or any
similar rights, options or warrants and such Rights or similar rights, options
or warrants are exercised or exchanged by FHP for FHP Common Stock pursuant to
the Rights Agreement or a similar agreement at a price per share less than the
current market price per share of FHP Common Stock on the date of such exercise
or exchange or (vi) distributes to substantially all holders of FHP Common Stock
rights, options or warrants to subscribe to securities not already noted above.
No adjustment in the Conversion Price shall be required if the holders of
Convertible Merger Preferred Stock are to participate in the transaction on a
basis and with notice that the Board determines in good faith to be fair and
appropriate in light of the basis and notice on which holders of FHP Common
Stock participate in the transaction. At its option, FHP may make such reduction
in the Conversion Price, in addition to those otherwise required, as the Board
deems advisable to avoid or diminish any income tax to holders of FHP Common
Stock resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.

If any transaction shall occur, including without limitation: (i) any
recapitalization or reclassification of shares of FHP Common Stock (other than a
change in par value, a change from par value to no par value, a change from no
par value to par value, or as a result of a subdivision or combination of the
FHP Common Stock); (ii) any consolidation or merger of FHP with or into another
person or any merger of another person into FHP (other than a merger in which
FHP is the surviving corporation and that does not result in a reclassification,
conversion, exchange or cancellation of FHP Common Stock); (iii) any sale, lease
or transfer of all or substantially all of the assets of the FHP or (iv) any
compulsory share exchange, pursuant to any of which holders of FHP Common Stock
shall be entitled to receive other securities, cash or other property, then
appropriate provision shall be made so that the holder of each share of
Convertible Merger Preferred Stock then outstanding shall have the right
thereafter to convert such share only into the kind and amount of the
securities, cash or other

57
<PAGE>
property that would have been receivable upon such recapitalization,
reclassification, consolidation, merger, sale, lease, transfer, or share
exchange by a holder of the number of shares of FHP Common Stock issuable upon
conversion of such share of Convertible Merger Preferred Stock immediately prior
to such recapitalization, reclassification, consolidation, merger, sale, lease,
transfer or share exchange.

LIQUIDATION. In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of FHP, after satisfaction of the claims of creditors
and before any payment or distribution of assets is made on any securities
junior in rank, including, without limitation, the FHP Common Stock: (i) the
holders of Convertible Merger Preferred Stock will receive a liquidation
preference equal to the Series A Stated Value of their shares, and will be
entitled to receive an amount equal to all accrued and unpaid dividends through
the date of distribution (whether or not declared) and (ii) the holders of any
securities expressly established by the FHP Board of Directors to rank on a
parity with Parity Securities will be entitled to receive an amount equal to the
full respective liquidation preferences (including any premium) to which they
are entitled and will receive an amount equal to all accrued and unpaid
dividends with respect to their respective shares through and including the date
of distribution (whether or not declared).

CHANGE IN CONTROL. If certain events that constitute a change in control of
FHP ("Change in Control") occur, then each share of Convertible Merger Preferred
Stock may be converted (the rights to convert described in this Section are
referred to as the "Special Conversion Rights"), at the option of the holder
thereof at any time from the date of such Change in Control until the expiration
of 60 days after the date of the prescribed notice (the "Conversion Notice") by
FHP to all holders of the Convertible Merger Preferred Stock, into, at its
option, either (A) such number of fully paid and non-assessable shares of FHP
Common Stock as is equal to the Series A Stated Value divided by the Special
Conversion Price (as defined herein) or (B) an amount in cash equal to the
Series A Stated Value plus an amount equal to any accrued but unpaid dividends
thereon. The "Special Conversion Price" shall be the closing price of the FHP
Common Stock on the last business day prior to the date FHP gives the Conversion
Notice to the holders of Convertible Merger Preferred Stock. FHP may, at its
option, elect to pay holders of Convertible Merger Preferred Stock exercising
Special Conversion Rights an amount in cash equal to the Series A Stated Value
plus any accrued but unpaid dividends thereon.

PRIORITY OF CONVERTIBLE MERGER PREFERRED STOCK. The Convertible Merger
Preferred Stock will rank on a parity, both as to payment of dividends and the
distribution of assets on dissolution, liquidation or winding up, with the
Non-Convertible Merger Preferred Stock and any other Parity Securities. The
Convertible Merger Preferred Stock will rank prior, both as to payment of
dividends and the distribution of assets on dissolution, liquidation or winding
up, to the FHP Common Stock.

RESERVED SHARES. So long as any shares of Convertible Merger Preferred
Stock remain outstanding, FHP has agreed to keep reserved for issuance in
connection with the conversion of such shares a number of authorized but
unissued shares of FHP Common Stock at least equal to 150% of the number of
shares of FHP Common Stock issuable upon conversion at the Conversion Price of
all of the outstanding Convertible Merger Preferred Stock.

The foregoing summary of the rights, preferences and privileges of the
Convertible Merger Preferred Stock does not purport to be a complete description
of the terms of the Convertible Merger Preferred Stock, and is qualified in its
entirety by reference to the full text of the form of Certificate of Designation
attached hereto as Exhibit B.

NON-CONVERTIBLE MERGER PREFERRED STOCK

The following is a summary of the material rights, preferences and
privileges of the Non-Convertible Merger Preferred Stock as set forth in the
Certificate of Designation of Powers, Preferences and Rights of Series B
Adjustable Rate Cumulative Preferred Stock of FHP International Corporation
(terms used in this section without definition have the meanings set forth in
such certificate). At the Effective Time, each share of TakeCare Common Stock
(except TakeCare Common

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<PAGE>
Stock beneficially owned by FHP, TakeCare and their subsidiaries) will be
converted into the right to receive, among other consideration, 1.12 shares of
Non-Convertible Merger Preferred Stock, unless the holder thereof makes the Cash
Election with respect to such share.

DIVIDENDS. Holders of Non-Convertible Merger Preferred Stock will be
entitled to receive, subject to certain limitations set forth in the Credit
Agreement, cash dividends when, as and if declared by the FHP Board of Directors
out of funds of FHP legally available therefor. Such dividends will be at an
initial annual rate per share of Non-Convertible Merger Preferred Stock equal to
a rate to be fixed by FHP's Board of Directors or the Executive Committee
thereof payable quarterly in arrears. The dividend rate for each subsequent
dividend period (the "Applicable Rate") will be a per annum rate equal to the
product of (A) the highest of the Treasury Bill Rate, the Ten-Year Constant
Maturity Rate and the Thirty-Year Constant Maturity Rate for such dividend
period, multiplied by (B) a factor to be fixed at the market rate by FHP's Board
of Directors or the Executive Committee thereof upon agreement by the financial
advisors of FHP and TakeCare (the "Applicable Indicator"). In the event that FHP
determines in good faith that for any reason one or more of the rates described
in clause (A) of the preceding sentence cannot be determined for any dividend
period, then the Applicable Rate for such dividend period shall be the product
of (x) the higher of whichever of such rates can be determined, multiplied by
(y) the Applicable Indicator; PROVIDED, that in the event that FHP determines in
good faith that for any reason none of such rates can be determined for any
dividend period, then the Applicable Rate for such dividend period will be the
Applicable Rate in effect for the preceding dividend period. In no event will
the Applicable Rate for any dividend period be less than 5% per annum or greater
than 11% per annum. Dividends will be cumulative from the date of original
issuance of the Non-Convertible Merger Preferred Stock. Dividends for each full
dividend period will be computed by dividing the annual dividend rate by four.
Dividends payable for any period less than a full dividend period will be
computed on the basis of a 360-day year consisting of twelve 30-day months. No
interest, or sum of money in lieu of interest, will be payable in respect of any
accrued and unpaid dividends.

REDEMPTION. On or after nine months after the Effective Date, FHP may, at
its option, redeem all or from time to time any part of the shares of
Non-Convertible Merger Preferred Stock, out of funds legally available therefor,
upon giving a notice of redemption as set forth below, at a price of $25.00 per
share (the "Series B Stated Value"), plus an amount equal to accrued and unpaid
dividends, if any (whether or not declared), up to but excluding the date fixed
for redemption.

If fewer than all of the outstanding shares of the Non-Convertible Merger
Preferred Stock are to be redeemed, the number of shares to be redeemed shall be
determined by the FHP Board of Directors in good faith and the shares to be
redeemed will be determined pro rata as nearly as practicable, or by such other
method as the FHP Board of Directors may determine to be fair and appropriate.

Notice of redemption of Non-Convertible Merger Preferred Stock will be
given: (i) to the holders thereof by first-class mail, not less than 15 nor more
than 45 days prior to the date fixed for redemption and (ii) by publication in
THE WALL STREET JOURNAL.

FHP has not determined whether to redeem the Non-Convertible Merger
Preferred Stock; however, it may in the future determine to redeem such
securities if market and other conditions should indicate the advisability of
such a course of action. Such a redemption may occur as early as nine months
after the Effective Date. The Credit Agreement contains certain restrictions on
FHP's ability to redeem the Non-Convertible Merger Preferred Stock.

VOTING. Except as provided below or as may be required by Delaware law or
provided by the resolution creating any other series of FHP Preferred Stock, the
holders of Non-Convertible Merger Preferred Stock will not be entitled to vote.
So long as any shares of Non-Convertible Merger Preferred Stock are outstanding,
the vote or consent of the holders of 66 2/3% of the outstanding shares of
Non-Convertible Merger Preferred Stock, voting together as a single class, will
be necessary to: (i) increase or decrease the par value of the shares of
Non-Convertible Merger Preferred Stock; (ii) alter or change the powers,
preferences, or special rights of the shares of Non-Convertible Merger

59
<PAGE>
Preferred Stock so as to affect them adversely; or (iii) authorize or issue any
additional class or series of Parity Securities (other than the Convertible
Merger Preferred Stock) or securities senior in rank to the Non-Convertible
Merger Preferred Stock, or any security convertible into Parity Securities or
such senior securities.

In the event that any accrued dividends (whether or not declared) on the
Non-Convertible Merger Preferred Stock are not paid in an aggregate amount equal
to or greater than six quarterly dividends, the maximum authorized number of
directors of FHP automatically will be increased by two, and holders of
Non-Convertible Merger Preferred Stock will be entitled to vote their shares of
Non-Convertible Merger Preferred Stock, together with the holders of any Voting
Parity Securities to elect, as a class, an additional two directors. So long as
any shares of Non-Convertible Merger Preferred Stock are outstanding, the
holders of Non-Convertible Merger Preferred Stock will retain the right to vote
and elect, with the holders of such Voting Parity Securities, as a class, two
directors until all accrued but unpaid dividends on the Non-Convertible Merger
Preferred Stock are paid in full or declared and set aside for payment.

LIQUIDATION. In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of FHP, after satisfaction of the claims of creditors
and before any payment or distribution of assets is made on any securities
junior in rank, including, without limitation, the FHP Common Stock: (i) the
holders of Non-Convertible Merger Preferred Stock will receive a liquidation
preference equal to the Series B Stated Value of their shares, and will be
entitled to receive an amount equal to all accrued and unpaid dividends through
the date of distribution (whether or not declared) and (ii) the holders of any
Parity Securities will be entitled to receive an amount equal to the full
respective liquidation preferences (including any premium) to which they are
entitled and will receive an amount equal to all accrued and unpaid dividends
with respect to their respective shares through and including the date of
distribution (whether or not declared).

PRIORITY OF NON-CONVERTIBLE MERGER PREFERRED STOCK. The Non-Convertible
Merger Preferred Stock will rank on a parity, both as to payment of dividends
and the distribution of assets on dissolution, liquidation or winding up, with
the Convertible Merger Preferred Stock and any other Parity Securities. The
Non-Convertible Merger Preferred Stock will rank prior, both as to payment of
dividends and the distribution of assets on dissolution, liquidation or winding
up, to the FHP Common Stock.

The foregoing summary of the rights, preferences and privileges of the
Non-Convertible Merger Preferred Stock does not purport to be a complete
description of the terms of the Non-Convertible Merger Preferred Stock, and is
qualified in its entirety by reference to the full text of the form of
Certificate of Designation attached hereto as Exhibit C.

REGISTRAR AND TRANSFER AGENT

American Stock Transfer & Trust Company is the registrar and transfer agent
for the FHP Common Stock and will be the registrar and transfer agent for the
Convertible Merger Preferred Stock and Non-Convertible Merger Preferred Stock.

DELAWARE ANTI-TAKEOVER LAW

Section 203 of the Delaware General Corporation Law ("Section 203")
provides, in general, that a stockholder acquiring more than 15% of the
outstanding voting shares of a corporation subject to the statute (an
"Interested Stockholder") but less than 85% of such shares (excluding shares
owned by directors and officers and, under certain circumstances, shares owned
by employee stock ownership plans) may not engage in certain "Business
Combinations" with the corporation for a period of three years subsequent to the
date on which the stockholder became an Interested Stockholder unless: (i) prior
to such date the corporation's board of directors approved either the Business
Combination or the transaction in which the stockholder became an Interested
Stockholder or (ii) the Business Combination is approved by the corporation's
board of directors and authorized by a vote of at least two-thirds of the
outstanding voting stock of the corporation not owned by the Interested
Stockholder.

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<PAGE>
Section 203 defines the term "Business Combination" to encompass a wide
variety of transactions with or caused by an Interested Stockholder in which the
Interested Stockholder receives or could receive a benefit on other than a PRO
RATA basis with other stockholders, including mergers, certain asset sales,
certain issuances of additional shares to the Interested Stockholder,
transactions with the corporation which increase the proportionate interest in
the corporation directly or indirectly owned by the Interested Stockholder or
transactions in which the Interested Stockholder receives certain other
benefits.

These provisions could have the effect of delaying, deferring of preventing
a change of control of FHP. FHP's stockholders, by adopting an amendment to the
FHP Certificate of Incorporation or the FHP Bylaws, may elect not to be governed
by Section 203, effective twelve months after adoption. Neither the FHP
Certificate of Incorporation nor the FHP Bylaws currently excludes FHP from the
restrictions imposed by Section 203.

DESCRIPTION OF TAKECARE CAPITAL STOCK

Under TakeCare's Certificate of Incorporation (the "TakeCare Certificate of
Incorporation"), TakeCare's authorized capital stock consists of 20,000,000
shares of TakeCare Common Stock and 1,000,000 shares of Preferred Stock, par
value $1.00 per share (the "TakeCare Preferred Stock"). As of March 31, 1994,
there were 12,912,127 shares of TakeCare Common Stock outstanding. In addition,
there were outstanding options to purchase 652,666 shares of TakeCare Common
Stock. The outstanding shares of TakeCare Common Stock are validly issued, fully
paid and nonassessable. No shares of TakeCare Preferred Stock are currently
outstanding.

COMPARISON OF RIGHTS OF STOCKHOLDERS OF FHP AND TAKECARE

GENERAL
The rights of FHP's stockholders are governed by the FHP Certificate of
Incorporation, the Bylaws of FHP (the "FHP Bylaws") and the laws of the State of
Delaware. The rights of TakeCare's stockholders are governed by the TakeCare
Certificate of Incorporation, the Bylaws of TakeCare (the "TakeCare Bylaws") and
the laws of the State of Delaware. After the Effective Time of the Merger, the
rights of TakeCare stockholders who become FHP stockholders will be governed by
the FHP Certificate of Incorporation, FHP Bylaws and the laws of the State of
Delaware. In most respects, the rights of FHP stockholders and TakeCare
stockholders are similar. The following is a summary of material differences
between the rights of FHP stockholders and the rights of TakeCare stockholders
under their respective Certificates of Incorporation and Bylaws. Such summary
does not purport to be a complete description of such differences, and is
qualified in its entirety by reference to the full text of the respective
Certificates of Incorporation and Bylaws of FHP and TakeCare which will be
provided by the respective corporations upon request. With respect to FHP, such
requests should be directed to FHP International Corporation, Investor Relations
Department, 9900 Talbert Avenue, Fountain Valley, California 92708 (telephone:
(714) 963-7233). With respect to TakeCare, such requests should be directed to
TakeCare, Inc., Investor Relations Department, 2300 Clayton Road, Suite 1000,
Concord, California 94520 (telephone: (510) 246-1300).

Certain provisions of the FHP Certificate of Incorporation and FHP Bylaws
may make it more difficult to effect a change in control of FHP and may
discourage or deter a third party from a takeover attempt. See "-- Stockholder
Meetings and Voting" and "-- FHP Rights Plan."

DIRECTORS

The FHP Bylaws provide that the number of directors of FHP shall be not less
than five (5) nor more than nine (9) and permit the Board of Directors to set
the number of directors from time to time within the stated limits. The number
of directors of FHP currently is seven (7), but will be increased to nine (9) in
connection with the Merger. The TakeCare Bylaws provide that the number of
directors of TakeCare shall be not less than three (3) and permit the Board of
Directors to set the number of

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<PAGE>
directors from time to time. The number of directors of TakeCare currently is
eight (8). The FHP and TakeCare Boards of Directors are each classified into
three (3) classes and each director is elected to a three (3) year term.

The FHP Bylaws provide that directors may be removed for cause by the
affirmative vote of the holders of a majority of the outstanding voting stock of
FHP. The TakeCare Bylaws require the affirmative vote of the holders of at least
75% of the outstanding voting stock of TakeCare to remove a director for cause.
The FHP Bylaws also require advance notification of a nomination of an
individual to FHP's Board of Directors under certain circumstances.

STOCKHOLDER MEETINGS AND VOTING

Each of the FHP Bylaws and the TakeCare Bylaws permit a duly convened
stockholders' meeting to continue to transact business until adjournment
regardless of the withdrawal of stockholders to less than a quorum. The FHP
Bylaws, however, require that any action taken at such meeting be approved by at
least a majority of the votes required to constitute a quorum.

The FHP Certificate of Incorporation provides that the affirmative vote of
the holders of not less than 66 2/3% of the outstanding voting stock of FHP is
required for the approval or authorization of: (i) the merger or consolidation
of FHP with or into any other corporation or (ii) the sale, lease, exchange or
other disposition of all or substantially all of the assets of FHP to or with
any other corporation, person or other entity. Such voting requirement is not
applicable if FHP's Board of Directors approves such transaction by a resolution
adopted by 80% of the directors. This super majority vote requirement may
discourage takeover attempts which have not been negotiated with or approved by
FHP's Board of Directors. Neither the TakeCare Certificate of Incorporation nor
the TakeCare Bylaws have a similar provision.

INDEMNIFICATION

The Certificates of Incorporation and Bylaws of each of FHP and TakeCare
provide that directors, officers and certain other persons will be indemnified
to the fullest extent permitted by Delaware law. While the general scope of
indemnification provided is similar, the indemnification provisions differ in
certain respects as summarized below.

The FHP Bylaws provide for mandatory indemnification of directors and
officers and discretionary indemnification of employees. FHP is not required to
indemnify any person in a proceeding initiated by such person. The FHP
Certificate of Incorporation provides that the amendment or repeal of the
indemnification provisions does not apply to the liability of any director of
FHP with respect to acts or omissions of such director prior to such amendment
or repeal.

The TakeCare Bylaws do not provide for indemnification of persons involved
in a derivative suit who are adjudged negligent or to have engaged in misconduct
unless the court determines indemnification is warranted in the circumstances.
The TakeCare Bylaws require that the indemnitee meet a certain standard of
conduct before indemnification is given. The TakeCare Bylaws also provide that
TakeCare's Board of Directors may authorize advancement of expenses and may
purchase insurance in connection with the indemnity.

AMENDMENTS TO CHARTER DOCUMENTS

The TakeCare Certificate of Incorporation requires the affirmative vote of
the holders of a majority of the voting power of all shares of TakeCare entitled
to vote generally in the election of directors, voting together as a single
class, to amend, adopt any provision inconsistent with or repeal then existing
provisions of the TakeCare Bylaws regulating the number, qualification, and
election of directors, newly created directorships and vacancies and removal of
directors. Neither the FHP Certificate of Incorporation nor the FHP Bylaws have
a similar provision.

FHP RIGHTS PLAN

On June 29, 1990, the Board of Directors of FHP declared a dividend of one
Right for each outstanding share of FHP Common Stock to the holders of record on
June 29, 1990, and authorized

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<PAGE>
and directed the issuance of one Right with respect to each share of FHP Common
Stock that becomes outstanding prior to the occurrence of certain terminating
events. Upon the occurrence of certain events, each Right will become
exercisable for that number of shares of FHP Common Stock, or, where FHP has
been acquired by another company, shares in such company, having a market value
of two times the exercise price. See "DESCRIPTION OF FHP CAPITAL STOCK -- Rights
Plan." The Rights have certain anti-takeover effects.

OTHER MATTERS

REGULATORY APPROVALS REQUIRED

The Merger is subject to the requirements of the HSR Act and the rules and
regulations thereunder, which provide that certain transactions may not be
consummated until required information and materials are furnished to the
Antitrust Division of the Department of Justice (the "Antitrust Division") and
the FTC and the requisite waiting period expires or terminates. FHP and TakeCare
filed the required information and materials with the Antitrust Division and the
FTC on March 29, 1994. The statutory waiting period under the HSR Act expired on
April 28, 1994. The requirements of the HSR Act will be satisfied if the Merger
is consummated before April 28, 1995.

The Antitrust Division and the FTC frequently scrutinize the legality under
antitrust laws of transactions such as the Merger. At any time before or after
the Effective Time, the Antitrust Division or the FTC could take such action
under the antitrust laws as it deems necessary or desirable in the public
interest, or certain other persons could take action under the antitrust laws,
including seeking to enjoin the Merger.

CERTAIN PENDING LITIGATION

On January 18, 1994, following execution of the Agreement in Principle and
TakeCare's receipt of the January 17 unsolicited proposal valued at $72 per
share of TakeCare Common Stock, stockholders representing approximately 22% of
the outstanding TakeCare Common Stock commenced a suit in the Delaware Court of
Chancery against FHP, TakeCare, and the directors of TakeCare who had voted to
approve the Agreement in Principle. The suit sought to have the Agreement in
Principle set aside and consummation of the merger contemplated thereby
enjoined. Plaintiffs alleged that the defendant-directors had breached their
fiduciary duties in approving the Agreement in Principle by, among other things,
approving the provision for TakeCare's payment of a termination fee of
approximately $8 million to FHP in the event that TakeCare were to enter into a
business combination with another company within one year. See "THE MERGER --
Background of the Merger." Plaintiffs alleged that payment of such fee would
have accounting consequences that would effectively prevent certain other
potential acquirors of TakeCare from bidding for the company. Following
TakeCare's receipt of advice from the SEC that the payment would not have such
accounting consequences, the Court of Chancery, with the consent of the
plaintiffs, suspended expedited discovery and removed a previously scheduled
preliminary injunction hearing from the court's calendar. TakeCare believes that
in light of this and subsequent events, including the execution of the Merger
Agreement, the pending suit has become moot.

On April 18, 1994, the plaintiffs and their counsel filed a petition with
the Court of Chancery seeking an award of $4.8 million of fees, bonuses and
expenses, based upon a claim that the suit resulted in a benefit to TakeCare and
its stockholders and that the plaintiffs are entitled to such award in
recognition of such benefit. TakeCare believes that the suit was without merit
and resulted in no benefit to TakeCare or its stockholders, and it intends
vigorously to oppose the petition.

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<PAGE>
The cash or Non-Convertible Merger Preferred Stock payable upon conversion
of each share of TakeCare Common Stock will be reduced by the amount, if any,
paid to the plaintiffs in connection with such suit. Cash in an amount equal to
the maximum amount sought by plaintiffs in the litigation will be established as
a reserve at the Effective Time pending resolution of the suit. See "THE MERGER
- -- Conversion of TakeCare Common Stock."

BENEFICIAL OWNERSHIP OF FHP COMMON STOCK

The following table sets forth, as of March 31, 1994, information with
respect to the beneficial ownership of FHP Common Stock of each director, the
Named Executive Officers (as defined in Item 402(a)(3) of Regulation S-K) and
all directors and executive officers as a group:

<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENTAGE OF
OF BENEFICIAL OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER (1) OWNERSHIP (2) SHARES
- ---------------------------------------- ------------------ -------------
<S> <C> <C>
Robert Gumbiner......................... 973,098(3) 2.9%
Westcott W. Price III................... 406,858(3)(4) 1.2
Burke F. Gumbiner....................... 123,162(3)(4) *
Michael J. Weinstock.................... 43,351(4) *
Gary E. Goldstein....................... 27,790(4) *
Mark B. Hacken.......................... 18,800 *
Bruce G. Bodaken........................ 17,986(3)(4) *
Jack D. Massimino....................... 16,207(4) *
Richard M. Rodnick...................... 15,000 *
Edward F. Zutler........................ 14,148(4) *
Ryan M. Trimble......................... 10,846(4) *
Robert N. Franklin...................... 8,431(4) *
Christobel E. Selecky................... 4,886(4) *
Michael A. Montevideo................... 4,843(4) *
Warner Heineman......................... 4,000 *
Valerie A. Fletcher..................... 2,145(4) *
Joseph F. Prevratil..................... -0- *
Kenneth S. Ord.......................... -0- *
All directors and executive officers as
a group (18 persons)................... 1,691,551(4) 5.1%
<FN>
- ------------------------
* Less than 1.0%
(1) The address of each beneficial owner listed above is c/o FHP International
Corporation, 9900 Talbert Avenue, P.O. Box 8000, Fountain Valley,
California 92708-8000.
(2) Reported in accordance with the beneficial ownership rules of the SEC.
Subject to community property laws, where applicable, voting power or
investment power with respect to shares reflected in the table is not
shared with others. Amounts shown include shares issuable upon exercise of
options which are exercisable within 60 days after March 31, 1994 in the
following amounts: Robert Gumbiner -- 10,000 shares; Westcott W. Price III
-- 10,000 shares; Burke F. Gumbiner -- 20,000 shares; Michael J. Weinstock
30,260 shares; Gary E. Goldstein -- 17,500 shares; Mark B. Hacken --
18,800 shares; Bruce G. Bodaken -- 12,500 shares; Jack D. Massimino --
13,750 shares; Edward F. Zutler -- 10,750 shares; Ryan M. Trimble -- 8,250
shares; Robert N. Franklin -- 7,500 shares; Christobel E. Selecky -- 2,500
shares; Michael A. Montevideo -- 3,360 shares; Warner Heineman -- 4,000
shares; Valerie A. Fletcher -- 875 shares; and all executive officers of
FHP as a group -- 170,045 shares.
(3) Includes shares held under a revocable trust controlled by the named
individual.
(4) Includes shares held by the trustee under the FHP ESOP. As of June 30,
1993, the approximate number of shares of FHP Common Stock allocated to
the FHP ESOP accounts of the executive
</TABLE>

64
<PAGE>
<TABLE>
<S> <C>
officers and directors named above were as follows: Westcott W. Price III
-- 4,608 shares; Burke F. Gumbiner -- 3,162 shares; Michael J. Weinstock
-- 2,091 shares; Gary E. Goldstein -- 4,680 shares; Bruce G. Bodaken --
2,486 shares; Jack D. Massimino -- 2,457 shares; Edward F. Zutler -- 3,398
shares; Ryan M. Trimble -- 2,596 shares; Robert N. Franklin -- 931 shares;
Christobel E. Selecky -- 2,386 shares; Michael A. Montevideo -- 1,483
shares; Valerie A. Fletcher -- 820 shares; and all executive officers and
directors of FHP as a group -- 31,098 shares.
</TABLE>

The following table sets forth information with respect to each person
believed by FHP to be the beneficial owner of more than five percent of FHP
Common Stock as of the dates noted.

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENTAGE OF
BENEFICIAL OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP SHARES
- ------------------------------------------------------------------------- --------------- ---------------
<S> <C> <C>
FHP International Corporation 3,323,149(1) 10.0%
Employee Stock Ownership Plan
9900 Talbert Avenue
Fountain Valley, California 92708
Brinson Holdings, Inc. 2,831,000(2) 8.6%
209 South LaSalle
Chicago, Illinois 60604-1295
The Capital Group, Inc. 2,661,200(3) 8.1%
333 South Hope Street
Los Angeles, California 90071
<FN>
- ------------------------
(1) Share ownership reported as of March 31, 1994.
(2) Based upon information set forth in a Schedule 13G filed under the
Exchange Act by Brinson Holdings, Inc. ("Brinson"), on February 11, 1994.
As of December 31, 1993, Brinson Partners, Inc., an operating subsidiary
of Brinson, and Brinson Trust Company, an operating subsidiary of Brinson
Partners, Inc., exercised voting power and investment discretion with
respect to 2,165,900 and 665,100 shares, respectively, or a combined total
of 8.6% of the outstanding FHP Common Stock.
(3) Based upon the information set forth in a Schedule 13G filed under the
Exchange Act by The Capital Group, Inc. ("Capital"), on February 11, 1994.
As of December 31, 1993, Capital exercised voting power with respect to
1,704,200 shares and investment discretion with respect to 2,661,200
shares. Capital Guardian Trust Company, an operating subsidiary of
Capital, exercised, as of December 31, 1993, voting discretion with
respect to 1,701,800 shares and investment discretion with respect to
2,123,800 shares, representing 6.5% of the outstanding FHP Common Stock.
</TABLE>

BENEFICIAL OWNERSHIP OF TAKECARE COMMON STOCK

The following table sets forth certain information, as of March 31, 1994,
concerning beneficial ownership of the TakeCare Common Stock by: (i) each person
who is known by TakeCare to be the beneficial owner of more than five percent of
the outstanding TakeCare Common Stock; (ii) each director of TakeCare; (iii) the
Named Executive Officers and (iv) all directors and executive officers as

65
<PAGE>
a group. TakeCare believes that the beneficial owners of TakeCare Common Stock
listed below, based on information furnished by such owners, have sole voting
and investment power with respect to such shares, subject to the information
contained in the notes to the table.

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENTAGE OF
BENEFICIAL OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER (1) OWNERSHIP SHARES
- ------------------------------------------------------- ---------- -------------
<S> <C> <C>
Henry L. Hillman, Elsie Hilliard Hillman and
C.G. Grefenstette, Trustees (2)(3) .................. 1,620,588 12.6%
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Jack R. Anderson ...................................... 1,162,844 9.0%
14755 Preston Road
Dallas, Texas 75240
Richard M. Burdge, Sr.................................. 411,668 3.2%
Eric D. Sipf (4)....................................... 93,951 *
R. Judd Jessup (4)(5).................................. 57,301 *
Dennis L. Gates (4).................................... 37,500 *
Robert L. Fahlman (4).................................. 13,250 *
Gerard D. Sarnat (4)................................... 7,753 *
Stephen T. O'Dell...................................... 6,543 *
George E. Bello (4).................................... 5,000 *
Robert W. Jamplis (4).................................. 5,000 *
Victor Gordon Clemons (4).............................. 3,775 *
Russell W. Ayres, III (3).............................. -0- *
Richard M. Johnston (3)................................ -0- *
All directors and executive officers as a group (13 1,804,585 13.8%
persons) (6)...........................................
<FN>
- ------------------------
* Less than one percent.
(1) Unless otherwise indicated, the address of each beneficial owner listed
above is c/o TakeCare, Inc., 2300 Clayton Road, Suite 1000, Concord,
California 94520.
(2) Includes 381,209 shares owned by a trust for the benefit of Henry L.
Hillman (the "HLH Trust") and 1,239,379 shares owned by HCC Investments,
Inc. ("HCC"). HCC is a Delaware private investment company owned by The
Hillman Company, a Pittsburgh, Pennsylvania firm engaged in diversified
investments and operations, which is controlled by the HLH Trust. The
trustees of the HLH Trust are Henry L. Hillman, Elsie H. Hillman and C.G.
Grefenstette (the "HLH Trustees"). The HLH Trustees share voting power and
dispositive power with respect to the stock of The Hillman Company. The
amount shown does not include 58,918 shares owned by each of four trusts
for the benefit of members of the Hillman family, as to which shares the
HLH Trustees (other than Mr. Grefenstette) disclaim beneficial ownership.
The amount shown also does not include 292,417 shares owned by the Hillman
Foundation, Inc. or 146,208 shares owned by The Henry L. Hillman
Foundation, as to which shares the HLH Trustees disclaim beneficial
ownership.
(3) Russell W. Ayres III and Richard M. Johnston, disclaim beneficial
ownership of any of the 2,294,885 shares owned by affiliates of or parties
related to Henry L. Hillman. Messrs. Ayres and Johnston resigned as
members of the Board of Directors of TakeCare effective April 25, 1994.
See "THE MERGER -- Background of the Merger."
</TABLE>

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<TABLE>
<S> <C>
(4) Amount shown includes the following shares issuable upon the exercise of
stock options which are exercisable within 60 days of March 31, 1994: Mr.
Sipf -- 13,525 shares; Mr. Jessup -- 55,000 shares; Mr. Gates -- 37,500
shares; Mr. Fahlman -- 13,250 shares; Dr. Sarnat -- 6,250 shares; Mr.
O'Dell -- 6,250 shares; Mr. Bello -- 5,000 shares; Dr. Jamplis -- 5,000
shares; and Mr. Clemons -- 3,775 shares.
(5) Mr. Jessup disclaims beneficial ownership of 6,963 shares issuable to his
wife upon the exercise of stock options held by her which are currently
exercisable.
(6) Includes the shares issuable upon the exercise of stock options listed in
note 4, except those listed for Dr. Jamplis.
</TABLE>

EXPERTS

The consolidated financial statements and the related financial statement
schedules of FHP International Corporation and its subsidiaries as of June 30,
1993 and 1992 and for each of the three years in the period ended June 30, 1993,
incorporated in this Joint Proxy Statement by reference to the Company's Annual
Report on Form 10-K for the year ended June 30, 1993, have been audited by
Deloitte & Touche, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of said firm given upon their authority as experts in accounting and
auditing.

The consolidated financial statements and the related financial statement
schedules of TakeCare, Inc. at December 31, 1993 and 1992 and for each of the
three years in the period ended December 31, 1993, incorporated in this Joint
Proxy Statement by reference to TakeCare's Annual Report on Form 10-K for the
year ended December 31, 1993 have been audited by Ernst & Young, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated by
reference herein in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.

Representatives of Deloitte & Touche are expected to be present at the FHP
Meeting and representatives of Ernst & Young are expected to be present at the
TakeCare Meeting. In each case, such representatives will be available to
respond to appropriate questions.

LEGAL MATTERS

The validity of the FHP Common Stock, Convertible Merger Preferred Stock and
Non-Convertible Merger Preferred Stock to be issued in connection with the
Merger will be passed upon for FHP by O'Melveny & Myers, Los Angeles,
California.

SOLICITATION OF PROXIES

Subject to FHP's agreement to pay TakeCare's expenses if the Merger is
consummated, each of FHP and TakeCare will bear the cost of solicitation of
proxies from the stockholders, except that FHP and TakeCare will share equally
the cost of printing and mailing this Joint Proxy Statement. The solicitation is
being made by mail, telephone, facsimile and personal interview. Arrangements
also will be made with brokerage houses and other custodians, nominees, and
fiduciaries to forward solicitation material to the beneficial owners of shares
held of record by such persons, and FHP and TakeCare will reimburse such
custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses
in connection therewith. In addition, directors, officers and regular employees
of FHP, TakeCare and their respective subsidiaries may solicit proxies with
stockholders of their respective companies, without additional compensation.

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Georgeson & Company Inc. will assist in solicitation of proxies by FHP for a
fee of not to exceed $20,000, plus reasonable out-of-pocket expenses. Corporate
Communications, Inc., TakeCare's investor relations counsel, will assist in
solicitation of proxies by TakeCare without additional compensation. For its
services as TakeCare's investor relations counsel, Corporate Communications,
Inc. receives a monthly retainer fee and is reimbursed for reasonable
out-of-pocket expenses.

STOCKHOLDER PROPOSALS FOR FHP ANNUAL MEETING

Proposals of stockholders for inclusion in the proxy statement for the 1994
annual meeting of FHP stockholders must be received on or before June 20, 1994.
Proposals should be mailed to FHP's Secretary, FHP International Corporation,
9900 Talbert Avenue, Fountain Valley, California 92708.

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EXHIBIT A
AGREEMENT AND PLAN OF MERGER (1)

- ------------------------

(1) As amended to May 2, 1994.

A-1
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C> <C>
ARTICLE I
THE MERGER; CLOSING; EFFECTIVE TIME................................................................ 1
1.1. THE MERGER......................................................................................... 1
1.2. CLOSING............................................................................................ 1
1.3. EFFECTIVE TIME..................................................................................... 1
ARTICLE II
CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE SURVIVING CORPORATION.............................. 2
2.1. CERTIFICATE OF INCORPORATION....................................................................... 2
2.2. BY-LAWS............................................................................................ 2
ARTICLE III
DIRECTORS.......................................................................................... 2
3.1. BOARD OF DIRECTORS OF THE SURVIVING CORPORATION.................................................... 2
3.2. BOARD OF DIRECTORS OF PURCHASER.................................................................... 2
ARTICLE IV
CONVERSION AND CANCELLATION OF SHARES IN THE MERGER................................................ 2
4.1. CONVERSION AND CANCELLATION OF SHARES.............................................................. 2
4.2. NEW CLASSES OF PREFERRED STOCK..................................................................... 6
4.3. PAYMENT FOR SHARES................................................................................. 6
4.4. APPRAISAL RIGHTS................................................................................... 7
4.5. TRANSFER OF SHARES AFTER THE EFFECTIVE TIME........................................................ 7
4.6. PURCHASER DIVIDENDS................................................................................ 7
ARTICLE V
REPRESENTATIONS AND WARRANTIES..................................................................... 8
5.1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY...................................................... 8
5.2. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB......................................... 16
ARTICLE VI
COVENANTS.......................................................................................... 22
6.1. INTERIM OPERATIONS OF THE COMPANY.................................................................. 22
6.2. COVENANTS OF PURCHASER............................................................................. 23
6.3. MEETINGS OF STOCKHOLDERS; REGISTRATION STATEMENT................................................... 24
6.4. FILINGS; CONSENTS; OTHER ACTION.................................................................... 24
6.5. ACCESS............................................................................................. 25
6.6. PUBLICITY.......................................................................................... 25
6.7. BENEFITS........................................................................................... 25
6.8. NO OTHER BIDS...................................................................................... 27
6.9. TAKEOVER STATUTES.................................................................................. 28
6.10. AFFILIATES......................................................................................... 28
6.11. FINANCING.......................................................................................... 28
</TABLE>

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<TABLE>
<CAPTION>
PAGE
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<S> <C> <C>
ARTICLE VII
CONDITIONS......................................................................................... 28
7.1. CONDITIONS TO OBLIGATIONS OF PURCHASER AND MERGER SUB.............................................. 28
7.2. CONDITIONS TO OBLIGATIONS OF THE COMPANY........................................................... 29
7.3 MATERIALITY LIMITS INAPPLICABLE.................................................................... 30
ARTICLE VIII
TERMINATION........................................................................................ 30
8.1. TERMINATION BY MUTUAL CONSENT...................................................................... 30
8.2. TERMINATION BY EITHER PURCHASER OR THE COMPANY..................................................... 30
8.3. TERMINATION BY PURCHASER........................................................................... 31
8.4. TERMINATION BY THE COMPANY......................................................................... 31
8.5. EFFECT OF TERMINATION AND ABANDONMENT.............................................................. 31
ARTICLE IX
MISCELLANEOUS AND GENERAL.......................................................................... 32
9.1. PAYMENT OF EXPENSES................................................................................ 32
9.2. SURVIVAL........................................................................................... 32
9.3. MODIFICATION OR AMENDMENT.......................................................................... 33
9.4. WAIVER OF CONDITIONS............................................................................... 33
9.5. COUNTERPARTS....................................................................................... 33
9.6. GOVERNING LAW...................................................................................... 33
9.7. NOTICES............................................................................................ 33
9.8. ENTIRE AGREEMENT, ETC.............................................................................. 34
9.9. PARTIES IN INTEREST................................................................................ 34
9.10. DEFINITION OF "SUBSIDIARY."........................................................................ 34
9.11. OBLIGATION OF PURCHASER............................................................................ 34
9.12. CAPTIONS........................................................................................... 34
Exhibit A Certificate of Merger............................................................................ A-1
Exhibit B Rule 145 Legend.................................................................................. B-1
Exhibit C Certificate of Designation for Convertible Merger Preferred Stock................................ C-1
Exhibit D Certificate of Designation for Non-Convertible Merger Preferred Stock............................ D-1
Exhibit E Form of Affiliate Agreement...................................................................... E-1
</TABLE>

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as
of March 3, 1994, by and among TakeCare, Inc., a Delaware corporation (the
"Company"), FHP International Corporation, a Delaware corporation ("Purchaser"),
and FHP Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of
Purchaser ("Merger Sub").

BACKGROUND

A. The Board of Directors of Purchaser and the Board of Directors of the
Company each have determined that it is in the best interests of their
respective stockholders for Purchaser to acquire the Company upon the terms and
subject to the conditions set forth herein.

B. The Company, Purchaser and Merger Sub desire to make certain
representations, warranties, covenants and agreements in connection with this
Agreement.

AGREEMENT

In consideration of the premises and of the representations, warranties,
covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I
THE MERGER; CLOSING; EFFECTIVE TIME

1.1. THE MERGER. Subject to the terms and conditions of this Agreement, at
the Effective Time (as defined in Section 1.3) the Company shall be merged with
and into Merger Sub and the separate corporate existence of the Company shall
thereupon cease (the "Merger"). Merger Sub shall be the surviving corporation in
the Merger (sometimes hereinafter referred to as the "Surviving Corporation")
and shall continue to be governed by the laws of the State of Delaware. The
Surviving Corporation shall have the name "TakeCare, Inc." and shall succeed,
without other transfer, to all of the rights and properties and be subject to
all of the debts and liabilities of the Company and Merger Sub. The Merger shall
have the effects specified in the Delaware General Corporation Law (the "DGCL").

1.2. CLOSING. The closing of the Merger (the "Closing") shall take place
(i) at the offices of O'Melveny & Myers, 400 South Hope Street, Los Angeles,
California, at 9:00 A.M., Los Angeles time, on the fifth business day after the
fulfillment or waiver of the conditions set forth in Article VII hereof or (ii)
at such other place and time and/or on such other date as the Company and
Purchaser may agree.

1.3. EFFECTIVE TIME. As soon as practicable following the Closing, and
provided that this Agreement has not been terminated or abandoned pursuant to
Article VIII hereof, a certificate of merger (the "Certificate of Merger") in
substantially the form attached as Exhibit A hereto, shall be prepared in
accordance with the DGCL, and thereafter delivered to the Secretary of State of
the State of Delaware for filing as provided in the DGCL. The Merger shall
become effective upon the filing of the Certificate of Merger (together with any
other documents required by law to effectuate the Merger) with the Secretary of
State of the State of Delaware or at such time thereafter as is provided in the
Certificate of Merger (the "Effective Time").

1
<PAGE>
ARTICLE II
CERTIFICATE OF INCORPORATION AND BY-LAWS
OF THE SURVIVING CORPORATION

2.1. CERTIFICATE OF INCORPORATION. The Certificate of Incorporation of
Merger Sub in effect at the Effective Time shall be the Certificate of
Incorporation of the Surviving Corporation until duly amended in accordance with
the terms thereof and the DGCL, except that the name of the Surviving
Corporation shall be changed to "TakeCare, Inc."

2.2. BY-LAWS. The By-Laws of Merger Sub in effect at the Effective Time
shall be the By-Laws of the Surviving Corporation until duly amended in
accordance with the terms thereof and the DGCL.

ARTICLE III
DIRECTORS

3.1. BOARD OF DIRECTORS OF THE SURVIVING CORPORATION. At the Effective
Time, each of the members of the Board of Directors of the Company immediately
prior to the Effective Time shall be removed and, concurrently with such
removal, the directors of Merger Sub shall become the directors of the Surviving
Corporation, each to serve until their successors have been duly elected or
appointed and qualified or until their earlier death, resignation or removal in
accordance with the Surviving Corporation's Certificate of Incorporation and
By-Laws.

3.2. BOARD OF DIRECTORS OF PURCHASER. Purchaser shall cause the Board of
Directors of Purchaser at the Effective Time to consist of at least nine
individuals, of which two individuals shall be individuals nominated by the
Board of Directors of the Company and satisfactory to the Board of Directors of
Purchaser. One of such directors shall be appointed to the class of directors
whose term expires in 1995 and one of such directors shall be appointed to the
class of directors whose term expires in 1996. Such directors shall remain as
such until their successors have been duly elected or appointed and qualified or
until their earlier death, resignation or removal in accordance with Purchaser's
Certificate of Incorporation and By-Laws. Purchaser shall renominate such
directors in 1995 and 1996, respectively, to the extent they are then qualified
to serve as directors. If, prior to the renomination of such directors in 1995
or 1996, either of such directors becomes unable to serve as a director, or is
no longer qualified to serve, the remaining director (or his successor) shall
select a replacement nominee (which nominee shall be satisfactory to the Board
of Directors of Purchaser) to be appointed to serve the remaining term or to be
nominated in the other director's stead. In addition, such directors shall
initially be appointed to the Board of Directors of FHP, Inc.; provided, that
their service on such Board of Directors may terminate with reductions in the
size or composition of such board.

ARTICLE IV
CONVERSION AND CANCELLATION OF SHARES IN THE MERGER

4.1. CONVERSION AND CANCELLATION OF SHARES. The manner of converting and
canceling shares of the Company and Merger Sub in the Merger shall be as
follows:

(a) At the Effective Time, each share of Common Stock, $.10 par value,
of the Company (the "Shares") issued and outstanding immediately prior to
the Effective Time (other than Shares owned by Purchaser, Merger Sub or any
other subsidiary of Purchaser (collectively, the "Purchaser Companies"), or
Shares which are held by stockholders ("Dissenting Stockholders") duly
exercising appraisal rights pursuant to Section 262 of the DGCL) shall, by
virtue of the Merger and without any action on the part of the holder
thereof, be converted into the right to receive, without interest, the
following consideration (the "Merger Consideration"):

(i) 1.6 shares of Convertible Merger Preferred Stock (as defined in
Section 4.2); plus

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<PAGE>
(ii) subject to subsection (g) below, 1.12 shares of Non-Convertible
Merger Preferred Stock (as defined in Section 4.2) or, at the election of
the holder of such Share as provided in Section 4.3(b) (the "Cash
Election"), an amount in cash equal to $28.00 (the "Cash Merger
Consideration"); plus

(iii) .41379 (the "Common Stock Exchange Ratio") of a share of the
Common Stock, $.05 par value, of Purchaser ("FHP Common Stock"), together
with any associated rights (the "Rights") issuable pursuant to the Rights
Agreement, dated as of June 8, 1990 (the "Rights Agreement"), by and
between Purchaser and American Stock Transfer & Trust Company, as Rights
Agent; PROVIDED, HOWEVER, that if the average closing price (the "Average
Closing Price") for a share of FHP Common Stock on the NASDAQ National
Market System for the twenty consecutive trading days ending on the third
trading day prior to the date of effectiveness of the Merger (the
"Effective Date") is less than $29.00 (the "Base Price"), the Common
Stock Exchange Ratio shall be equal to $12.00 divided by the Average
Closing Price; PROVIDED FURTHER, that in no event shall the Common Stock
Exchange Ratio be more than .48000.

(b) At the Effective Time, all Shares, by virtue of the Merger and
without any action on the part of the holders thereof, shall cease to be
outstanding and shall be canceled and retired and shall cease to exist, and
each holder of a certificate representing any such Shares shall thereafter
cease to have any rights with respect to such Shares, except the right of
holders (other than the Purchaser Companies) to receive the Merger
Consideration upon the surrender of such certificate in accordance with
Section 4.3 or the right, if any, of Dissenting Stockholders to require the
Surviving Corporation to purchase such Shares in accordance with Section 262
of the DGCL.

(c) At the Effective Time, each Share owned directly or indirectly by
the Company as treasury stock or otherwise, and each Share issued and
outstanding at the Effective Time and owned by any of the Purchaser
Companies, shall, by virtue of the Merger and without any action on the part
of the holder thereof, cease to be outstanding, shall be canceled and
retired without payment of any consideration therefor and shall cease to
exist.

(d) At the Effective Time, each share of Common Stock, $.01 par value,
of Merger Sub issued and outstanding immediately prior to the Effective Time
shall remain outstanding and each certificate therefor shall continue to
evidence one share of Common Stock of the Surviving Corporation.

(e) No fractional shares of FHP Common Stock, Convertible Merger
Preferred Stock or Non-Convertible Merger Preferred Stock, and no
certificates or scrip, or other evidence of ownership thereof, shall be
issued. Each holder of Shares issued and outstanding on the Effective Date
who would otherwise be entitled to receive a fractional share of FHP Common
Stock upon surrender of stock certificates for exchange pursuant to this
Article IV (after taking into account all Shares then held by such holder)
shall receive, in lieu thereof, cash in an amount equal to the value of such
fractional share, which shall be equal to the fraction of a share of FHP
Common Stock that would otherwise be issued multiplied by the Average
Closing Price. Each holder of Shares issued and outstanding on the Effective
Date who would otherwise be entitled to receive a fractional share of
Convertible Merger Preferred Stock upon surrender of stock certificates for
exchange pursuant to this Article IV (after taking into account all Shares
then held by such holder) shall receive, in lieu thereof, cash in an amount
equal to the fraction of a share of Convertible Merger Preferred Stock that
would otherwise be issued multiplied by $25.00. Each holder of Shares issued
and outstanding on the Effective Date who would otherwise be entitled to
receive a fractional share of Non-Convertible Merger Preferred Stock upon
surrender of stock certificates for exchange pursuant to this Article IV
(after taking into account all Shares then held by such holder) shall
receive, in lieu thereof, cash in an amount equal to the fraction of a share
of Non-Convertible Merger Preferred Stock that would otherwise be issued
multiplied by $25.00.

(f) Each share of FHP Common Stock, Convertible Merger Preferred Stock
and Non-Convertible Merger Preferred Stock issued to "affiliates" of the
Company for purposes of

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<PAGE>
Rule 145 under the Securities Act of 1933, as amended (the "Securities Act")
shall bear the restrictive legend specified in Exhibit B hereto. The legend
shall be removed upon transfer of such shares in accordance with Rule 145
under the Securities Act or pursuant to a registration statement under the
Securities Act or an exemption from such registration requirement; provided
that, except in the event of a transfer pursuant to a registration statement
under the Securities Act, the transferor shall provide Purchaser with a
written opinion of legal counsel to the transferor in form and substance
satisfactory to Purchaser to the effect that such transfer may be made in
accordance with Rule 145 or pursuant to an exemption from the registration
requirements of the Securities Act.

(g) If the expenses incurred by the Company in connection with the
Merger, including without limitation financial advisory fees, accounting,
legal and consulting fees and costs in connection with that certain suit
relating to the Merger commenced by certain stockholders of the Company on
January 18, 1994 in the Delaware Court of Chancery (the "Pending
Litigation") or any other litigation relating to the Merger, exceed $3
million (the "Excess Expenses"), the cash or shares of Non-Convertible
Merger Preferred Stock payable in respect of each Share pursuant to
paragraph (a) above shall be reduced pro rata (calculated on a fully diluted
basis) by the amount of such excess in the following manner:

Prior to the Effective Date, Purchaser and the Company shall agree
upon:

(i) the amount (the "Initial Excess Expenses") of the Excess
Expenses (excluding the Litigation Reserve (as defined below)) which
are reasonably determinable as of such date; and

(ii) an amount to be reserved (the "Excess Expenses Reserve") in
excess of the amount described in clause (i) above to pay additional
Excess Expenses (excluding the Litigation Reserve) which may arise
but are not reasonably determinable as of such date (the "Additional
Excess Expenses").

On the Effective Date, a portion of the cash deposited with the
Exchange Agent (as defined herein) pursuant to Section 4.3:

(i) in an amount equal to the maximum amount sought by plaintiffs
in the Pending Litigation (the "Litigation Reserve"), shall be
deposited into an interest-bearing escrow account (the "Litigation
Fund") at a nationally recognized banking institution; and

(ii) in an amount equal to the Excess Expenses Reserve, shall be
deposited into an escrow account (the "Additional Expenses Fund") to
be held by the Exchange Agent or such other entity as shall be
mutually agreed to by Purchaser and the Company.

As Additional Excess Expenses are determined prior to the date on
which all Excess Expenses are finally determined (the "Determination
Date"), an amount equal to such Additional Excess Expenses, plus a pro
rata share of earnings, if any, on the Additional Expenses Fund to the
date of payment, shall be paid to Purchaser from the Additional Expenses
Fund.

The cash or shares of Non-Convertible Merger Preferred Stock, as
applicable, payable in respect of each Share surrendered for exchange
therefor prior to the Determination Date shall be reduced by a pro rata
share (calculated on a fully diluted basis, "Pro Rata Share") of the sum
of the Initial Excess Expenses, the Litigation Reserve and the Excess
Expenses Reserve (collectively, the "Estimated Excess Expenses")
(assuming, in the case of Non-Convertible Merger Preferred Stock, that
such stock is valued at $25.00 per share).

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<PAGE>
As promptly as practicable after the Determination Date, Purchaser
shall cause to be paid (the "Additional Payment") to each person who
received Cash Merger Consideration or Non-Convertible Merger Preferred
Stock prior to such date, in cash or Non-Convertible Merger Preferred
Stock, as applicable:

(i) unless otherwise directed by the court, a Pro Rata Share of
the amount, if any, by which the Litigation Reserve exceeds the
amounts paid to plaintiffs in the Pending Litigation;

(ii) a Pro Rata Share of the amount, if any, by which the Excess
Expenses Reserve exceeds the Additional Excess Expenses;

(iii) in the case of persons receiving cash pursuant to clauses
(i) and (ii), interest on each such amount at the Applicable Rate (as
defined below) from the date such cash would have been paid to such
person but for the withholding created by this subsection (g) to the
Determination Date (the "Withholding Period"); and

(iv) in the case of persons receiving Non-Convertible Merger
Preferred Stock pursuant to clauses (i) and (ii), any dividends
previously paid on such stock, together with interest thereon at the
Applicable Rate over the Withholding Period.

In the case of persons receiving Non-Convertible Merger Preferred Stock
pursuant to clauses (i) and (ii), the number of shares issuable shall be
calculated assuming such stock is valued at $25.00 per share, and the
corresponding cash on deposit in the Litigation Fund or the Additional
Expenses Fund, as applicable, less the amount of any cash payments made
pursuant to clause (iv), shall be paid to Purchaser. The Applicable Rate
is the annualized ratio of (i) earnings, if any, on moneys on deposit in
the Litigation Fund or the Additional Expenses Fund, as applicable, from
the Effective Date to the Determination Date to (ii) the principal amount
remaining on deposit in such fund on the Determination Date.

The cash or shares of Non-Convertible Merger Preferred Stock, as
applicable, payable in respect of each Share surrendered for exchange
therefor on or after the Determination Date shall be reduced by a Pro
Rata Share of the Excess Expenses (assuming, in the case of Non-
Convertible Merger Preferred Stock, that such stock is valued at $25.00
per share).

No fractional shares of Non-Convertible Merger Preferred Stock shall
be issued as part of the Additional Payment. In lieu thereof, any person
who would otherwise have been entitled to receive fractional shares of
Non-Convertible Merger Preferred Stock shall be paid an amount in cash
equal to the fraction of a share which would have been issued multiplied
by $25.00.

Notwithstanding anything herein to the contrary, if Purchaser redeems
the Non-Convertible Merger Preferred Stock prior to the Determination
Date, no shares of Non-Convertible Merger Preferred Stock shall be issued
as part of the Additional Payment. In lieu thereof, any person who would
otherwise have been entitled to receive shares of Non-Convertible Merger
Preferred Stock shall be paid an amount in cash equal to the number of
shares which would have been issued multiplied by $25.00, plus interest
thereon at the Applicable Rate from the date of such redemption to the
Determination Date.

Interests in the Litigation Fund and the Additional Expenses Fund
shall not be transferable except by devise or pursuant to the laws of
intestate succession or by operation of law. Any amounts remaining in the
Litigation Fund or the Additional Expenses Fund (including any interest
received with respect thereto) after all payments described in this
subsection (g) have been made shall be paid to Purchaser.

5
<PAGE>
4.2. NEW CLASSES OF PREFERRED STOCK.

(a) At or prior to the Effective Time, Purchaser shall file a
Certificate of Designation in substantially the form of Exhibit C hereto
with the Secretary of State of the State of Delaware, establishing the terms
of a series of preferred stock of Purchaser (the "Convertible Merger
Preferred Stock"). The Convertible Merger Preferred Stock shall be
convertible into shares of FHP Common Stock upon the terms and conditions
and have the other rights, privileges, preferences and terms set forth in
Exhibit C hereto; PROVIDED, HOWEVER, that if the Average Closing Price is
less than the Base Price, the conversion price of $35.96, as set forth in
the Certificate of Designation (the "Conversion Price"), shall be adjusted
so that it is equal to 1.24 multiplied by the Average Closing Price;
PROVIDED FURTHER, that in no event shall the Conversion Price be less than
$31.00.

(b) At or prior to the Effective Time, Purchaser shall file a
Certificate of Designation in substantially the form of Exhibit D hereto
with the Secretary of State of the State of Delaware, establishing the terms
of a series of preferred stock of Purchaser (the "Non-Convertible Merger
Preferred Stock"). The Non-Convertible Merger Preferred Stock shall have the
rights, privileges, preferences and terms set forth in Exhibit D hereto.

4.3. PAYMENT FOR SHARES.

(a) At the Effective Time, Purchaser shall make available or cause to be
made available to the party specified by Purchaser as the exchange agent
(the "Exchange Agent"), for exchange in accordance with this Article IV,
certificates representing the shares of FHP Common Stock, Convertible Merger
Preferred Stock and Non-Convertible Merger Preferred Stock (collectively,
the "Stock Consideration") issuable pursuant to Section 4.1 hereof, together
with amounts reasonably estimated to be sufficient in the aggregate to
provide the funds necessary for the Exchange Agent to make payments pursuant
to Section 4.1 hereof of the Cash Merger Consideration and of payments in
lieu of fractional shares of the Stock Consideration (such certificates and
funds referred to collectively as the "Exchange Fund"), to holders of Shares
issued and outstanding immediately prior to the Effective Time who are to
receive the Merger Consideration; provided, however, that if the amounts
made available to the Exchange Agent are not sufficient in the aggregate to
make the payments required by Section 4.1, Purchaser shall promptly make
available or cause to be made available to the Exchange Agent such
additional funds as are required to make such payments.

(b) Promptly after the Effective Time, the Surviving Corporation shall
cause to be mailed to each person who was, at the Effective Time, a holder
of record (other than any of the Purchaser Companies) of issued and
outstanding Shares, a form (mutually agreed to by Purchaser and the Company)
of letter of transmittal (the "Letter of Transmittal") which shall include
provisions for making the Cash Election and instructions for making such
election and effecting the surrender of the certificates which, immediately
prior to the Effective Time, represented any of such Shares in exchange for
payment of the Merger Consideration therefor. Upon surrender to the Exchange
Agent of such certificates, together with the Letter of Transmittal, duly
executed and completed in accordance with the instructions thereto, and only
upon such surrender, Purchaser shall cause to be issued and delivered to the
persons entitled thereto certificates representing that number of whole
shares of FHP Common Stock, Convertible Merger Preferred Stock and
Non-Convertible Merger Preferred Stock which such persons have the right to
receive in respect of such certificates, together with a check in the amount
to which such persons are entitled, after giving effect to any required tax
withholdings. A Cash Election which is not made in compliance with the
instructions set forth in the Letter of Transmittal shall be treated as if
no Cash Election had been made. Purchaser shall have the discretion, which
it may delegate in whole or in part to the Exchange Agent, to determine
whether a Cash Election has been properly made and to disregard immaterial
defects in the making of such election. The decisions of Purchaser or, if
delegated, of

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the Exchange Agent shall be conclusive and binding. Neither Purchaser,
Merger Sub nor the Exchange Agent shall be under any obligation to notify
any person of any defect in the making of a Cash Election.

(c) No interest shall be paid or shall accrue on the amount payable upon
the surrender of any certificate, whether or not such certificate was
surrendered for the Merger Consideration. If payment is to be made to a
person other than the registered holder of the certificate surrendered, it
shall be a condition of such payment that the certificate so surrendered
shall be properly endorsed and otherwise in proper form for transfer, as
determined by the Exchange Agent or Purchaser, and that the person
requesting such payment shall pay any transfer or other taxes required by
reason of the payment to a person other than the registered holder of the
certificate surrendered or establish to the satisfaction of Purchaser or the
Exchange Agent that such tax has been paid or is not payable.

(d) Three hundred and sixty days following the Effective Time, Purchaser
shall be entitled to cause the Exchange Agent to deliver to it any portion
of the Exchange Fund (including any interest received with respect thereto)
made available to the Exchange Agent which has not been disbursed to holders
of certificates formerly representing Shares outstanding at the Effective
Time, and thereafter such holders shall be entitled to look only to
Purchaser for payment of their claim for the Stock Consideration, and as
general creditors thereof with respect to the Cash Merger Consideration,
cash in lieu of fractional shares, and any dividends or distributions with
respect to the Stock Consideration payable upon due surrender of their
certificates. Notwithstanding the foregoing, neither the Exchange Agent nor
any party hereto shall be liable to any holder of certificates formerly
representing Shares for any amount paid to a public official as required by
any applicable abandoned property, escheat or similar law.

(e) Purchaser shall pay all charges and expenses, including those of the
Exchange Agent, in connection with the exchange of Shares for the Merger
Consideration.

4.4. APPRAISAL RIGHTS. If any Dissenting Stockholder shall be entitled to
require the Company to purchase such stockholder's Shares for their "fair
value," as provided in Section 262 of the DGCL, the Company shall give Purchaser
notice thereof and Purchaser shall have the right to participate in all
negotiations and proceedings with respect to any such demands. Neither the
Company nor the Surviving Corporation shall, except with the prior written
consent of Purchaser, voluntarily make any payment with respect to, or settle or
offer to settle, any such demand for payment. If any Dissenting Stockholder
shall fail to perfect or shall have effectively withdrawn or lost the right to
dissent, the Shares held by such stockholder shall thereupon be entitled to be
surrendered in exchange for the Merger Consideration.

4.5. TRANSFER OF SHARES AFTER THE EFFECTIVE TIME. No transfers of Shares
shall be made on the stock transfer books of the Surviving Corporation at or
after the Effective Time. If, after the Effective Time, certificates
representing Shares are presented to the Surviving Corporation, they shall be
canceled and exchanged for the Merger Consideration.

4.6. PURCHASER DIVIDENDS. No dividends that are otherwise payable on the
Stock Consideration to be received in exchange for Shares in the Merger shall be
paid to persons entitled to receive the Stock Consideration until such persons
surrender their certificates representing Shares. Upon such surrender, there
shall be paid to the person in whose name the Stock Consideration shall be
issued any dividends which shall have become payable with respect to such Stock
Consideration (less the amount of withholding taxes, if any, which may have been
imposed thereon) between the Effective Time and the time of such surrender.
After such surrender, there shall be paid to the person in whose name the Stock
Consideration shall be issued any dividends on such Stock Consideration which
shall have a record date after the Effective Time and prior to such surrender
and a payment date after such surrender and such payment shall be made on such
payment date. In no event shall the persons entitled to receive such dividends
be entitled to receive interest on such dividends.

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ARTICLE V
REPRESENTATIONS AND WARRANTIES

5.1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Purchaser and Merger Sub that:

(a) CORPORATE ORGANIZATION AND QUALIFICATION. Each of the Company and
its subsidiaries (as defined in Section 9.10) is a corporation duly
organized, validly existing and in good standing under the laws of its
respective jurisdiction of incorporation and is in good standing as a
foreign corporation in each jurisdiction where the properties owned, leased
or operated, or the business conducted, by it require such qualification,
except where such failure to so qualify or be in such good standing, when
taken together with all other such failures, does not have a material
adverse effect on the financial condition, cash flows, properties,
businesses, prospects or results of operations of the Company and its
subsidiaries taken as a whole. Each of the Company and its subsidiaries has
the requisite corporate power and corporate authority to own and lease its
properties and assets and to carry on its respective businesses as they are
now being conducted. Schedule 5.1(a) sets forth: each of the Company's
subsidiaries; each subsidiary's jurisdiction of organization; each
corporation, partnership, joint venture or other organization in which the
Company or any of its subsidiaries owns any beneficial interest (other than
any publicly-held corporation whose stock is traded on a national securities
exchange or in the over-the-counter market and less than 1% of the stock of
which is so owned); and the names of persons other than the Company that are
equity investors in the Company's subsidiaries or any such corporation,
partnership, joint venture or other organization other than such a
publicly-traded corporation. Other than as disclosed in Schedule 5.1(a), the
Company has no subsidiaries. The Company has provided to Purchaser complete
and correct copies of the Company's Certificate of Incorporation and
By-Laws, and comparable charter documents and bylaws of each subsidiary,
each as amended to date. The Company's Certificate of Incorporation and
By-Laws and the subsidiaries' charter documents and by-laws, as so
delivered, are in full force and effect.

(b) AUTHORIZED CAPITAL. The authorized capital stock of the Company
consists of: 20,000,000 Shares, of which 12,861,177 Shares were outstanding
on January 31, 1994, and 1,000,000 shares of preferred stock, none of which
were outstanding on January 31, 1994. All of the outstanding Shares have
been duly authorized and are validly issued, fully paid and nonassessable.
The Company has no Shares reserved for issuance, except that, as of January
31, 1994, there were sufficient Shares reserved for issuance pursuant to the
options set forth on Schedule 5.1 (b), the 1990 Stock Option Plan and the
1993 Stock Option Plan (collectively, the "Stock Plans"), of which there are
703,616 Shares subject to options outstanding. Each of the outstanding
shares of capital stock of each of the Company's subsidiaries is duly
authorized, validly issued, fully paid and nonassessable and, except as set
forth in Schedule 5.1(a), owned, either directly or indirectly, by the
Company free and clear of all liens, pledges, security interests, or similar
encumbrances. Except as set forth above and in Schedule 5.1(b), there are no
shares of capital stock of the Company authorized, issued or outstanding and
there are no preemptive rights or any outstanding subscriptions, options,
warrants, rights (including any form of "poison pill" rights), convertible
securities or other agreements or commitments of any character to which the
Company is a party relating to the issued or unissued capital stock or other
securities of the Company or any of its subsidiaries. After the Effective
Time, the Surviving Corporation shall have no obligation to issue, transfer
or sell any Shares or common stock of the Surviving Corporation pursuant to
any Benefit Plan (as defined in Section 5.1(g)). As of the date of this
Agreement, there has been no change in the information set forth above as of
January 31, 1994, except for such changes that may relate to the exercise or
expiration of options granted pursuant to the Stock Plans.

(c) CORPORATE AUTHORITY. Subject only to approval of this Agreement by
the holders of a majority of the outstanding Shares, the Company has the
requisite corporate power and corporate

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authority and has taken all corporate action necessary in order to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby. This Agreement is a valid and binding agreement of the Company
enforceable against the Company in accordance with its terms, except to the
extent that such enforcement may be limited by applicable bankruptcy,
insolvency and other similar laws affecting creditors' rights generally and
by general principles of equity.

(d) GOVERNMENTAL FILINGS; NO VIOLATIONS.

(i) Other than the filings provided for in Section 1.3, required
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
Act") and the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and as set forth on Schedule 5.1(d)(i) or otherwise required by
law (together, the "Company Regulatory Filings"), no notices, reports or
other filings are required to be made by the Company or any of its
subsidiaries with, nor are any consents, registrations, approvals,
permits or authorizations required to be obtained by the Company or any
of its subsidiaries from, any governmental or regulatory authorities of
the United States, the several States or any foreign jurisdiction in
connection with the execution and delivery of this Agreement by the
Company and the consummation by the Company of the transactions
contemplated hereby. Other than the filings provided for in Section 1.3
or required under the HSR Act or the Exchange Act, Schedule 5.1(d)(i)
sets forth all Company Regulatory Filings known by the Company to be
required as of the date hereof. Upon becoming aware of any Company
Regulatory Filings which are required by law but are not listed on
Schedule 5.1(d)(i) (other than the filings provided for in Section 1.3 or
required under the HSR Act or the Exchange Act), the Company shall
promptly notify Purchaser of such Company Regulatory Filings.

(ii) The execution and delivery of this Agreement by the Company do
not, and the consummation by the Company of the transactions contemplated
by this Agreement will not, constitute or result in (a) a breach or
violation of, or a default under, the Certificate of Incorporation or
By-Laws of the Company or the comparable governing instruments of any of
its subsidiaries, (b) except as set forth in Schedule 5.1(d)(ii), a
breach or violation of, a default under or the triggering of any payment
or other material obligations pursuant to, any of the Company's existing
Benefit Plans or any grant or award made under any of the foregoing, (c)
except as set forth in Schedule 5.1(d)(ii), a breach or violation of, a
default or any change in the rights or obligations of any party under,
the acceleration of or the creation of a lien, pledge, security interest
or similar encumbrance on assets pursuant to (with or without the giving
of notice or the lapse of time), any provision of any Material Contract
(as defined in Section 5.1(k)) of the Company or any of its subsidiaries
or any change in the rights or obligations of the Company or any of its
subsidiaries under any law, rule, ordinance or regulation or judgment,
decree, order, award or governmental or non-governmental permit or
license to which the Company or any of its subsidiaries is subject.

(iii) If the options outstanding under the 1993 Stock Option Plan are
assumed by Purchaser in accordance with the terms of such plan, the
execution and delivery of this Agreement by the Company do not, and the
consummation by the Company of the transactions contemplated by this
Agreement will not, result in the acceleration of any such options.

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<PAGE>
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. Each of the consolidated balance sheets included in or
incorporated by reference into the Company Reports (including the related
notes and schedules) fairly presents the consolidated financial position of
the Company and its subsidiaries as of its date and each of the consolidated
statements of income, of changes in stockholders' equity and of cash flows
included in or incorporated by reference into the Company Reports (including
any related notes and schedules) fairly presents the results of operations,
retained earnings and cash flows, as the case may be, of the Company and its
subsidiaries for the periods set forth therein (subject, in the case of
unaudited statements, to normal year-end audit adjustments), in each case in
accordance with generally accepted accounting principles ("GAAP")
consistently applied during the periods involved, except as may be noted
therein. Other than the Company Reports, the Company has not filed prior to
the date hereof any definitive reports or statements with the SEC since
December 31, 1992.

(f) ABSENCE OF CERTAIN CHANGES; NO OTHER LIABILITIES. Except as
disclosed in the Company Reports or in Schedule 5.1(f)(i), since December
31, 1992, to the date hereof, the Company and its subsidiaries have
conducted their respective businesses only in, and have not engaged in any
material transaction other than according to, the ordinary and usual course
of such businesses and there has not been: (i) any material adverse change
in the financial condition, cash flows, properties, businesses, prospects or
results of operations of the Company and its subsidiaries taken as a whole
or any development or combination of developments of which management of the
Company is aware which is reasonably likely to result in any such change;
(ii) any declaration, setting aside or payment of any dividend or other
distribution with respect to the capital stock of the Company, (iii) any
change by the Company in accounting principles, practices or methods; (iv)
any action taken after September 30, 1993 which, if taken after the date of
this Agreement, would have required the consent of Purchaser under Section
6.1; or (v) any material revaluation by the Company of any of its assets.
Neither the Company nor any subsidiary has any liabilities required to be
set forth on a balance sheet in accordance with GAAP, except (i) liabilities
that are reflected or disclosed in the most recent of the financial
statements referred to in subsection (e) above, (ii) liabilities incurred
after September 30, 1993 in the ordinary course of business and consistent
in size and amount with the Company's prior experience reflected in the
Company Reports or (iii) liabilities that are set forth on Schedule
5.1(f)(iii).

(g) EMPLOYEE BENEFITS.

(i) To the extent required by law, the Company Reports together with
Schedule 5.1(g)(i) accurately list as of the date of this Agreement all
material bonus, deferred compensation, pension, retirement,
profit-sharing, thrift, savings, employee stock ownership, stock bonus,
stock purchase, restricted stock and stock option plans, all employment
or severance contracts, other material employee benefit plans and any
applicable "change of control" or similar provisions in any such plan,
contract or arrangement, maintained or contributed to by the Company and
its subsidiaries. All such plans (regardless of whether they are funded
or unfunded or foreign or domestic) and any other material "employee
benefit plans" within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),
(collectively "Benefit Plans") are listed in Schedule 5.1(g)(i). True and
complete copies of (i) all Benefit Plans and such other contracts or
arrangements, including, but not limited to, any trust instruments and/or
insurance contracts, if any, forming a part of any such plans, contracts
and arrangements, and all amendments thereto, and (ii) to the extent
applicable, summary plan descriptions, Form 5500's and actuarial reports
have been provided to Purchaser. Neither the Company nor its subsidiaries
has any obligation (or made any promise) to adopt any new plans or amend
existing Benefit Plans which would increase the benefits or liabilities
under such Benefit Plans.

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(ii) All Benefit Plans have been operated and administered in
material compliance with their terms, and, to the extent subject to
ERISA, in compliance with ERISA. There is no pending or threatened
litigation relating to the Benefit Plans nor any reasonable basis
therefor. No event has occurred that is reasonably likely to subject the
Company or any of its subsidiaries to a tax or penalty imposed by either
Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code"), or Section 502 of ERISA. Except as set forth on Schedule
5.1(g)(ii), each of the Benefit Plans which is intended to be a qualified
plan within the meaning of Section 401(a) of the Code has been determined
by the Internal Revenue Service to be so qualified and nothing has
occurred to cause the loss of such qualified status.

(iii) No material liability of Title IV of ERISA has been incurred in
the last five years or is expected to be incurred by the Company or any
subsidiary of the Company with respect to any ongoing, frozen or
terminated "single-employer plan," within the meaning of Section
4001(a)(15) of ERISA, currently or formerly maintained by any of them, or
the single-employer plan of any entity which is considered a predecessor
of the Company or an employer affiliated with the Company under Section
4001 of ERISA (an "ERISA Affiliate"). The Company and its subsidiaries
and their ERISA Affiliates have not incurred in the last five years, and
are unaware of any impending, withdrawal liability with respect to a
multiemployer plan under Subtitle E of Title IV of ERISA.

(iv) With respect to Benefit Plans, in the aggregate, there are no
funded obligations for which contributions have not been made or properly
accrued. No accumulated funding deficiency (within the meaning of Section
302 of ERISA or Section 412 of the Code) has occurred with respect to any
Benefit Plans. There are no unfunded benefit obligations which have not
been accounted for by reserves, or otherwise properly footnoted in
accordance with GAAP, on the consolidated financial statements of the
Company and its subsidiaries.

(v) Neither Company nor any of its subsidiaries is a party to any
collective bargaining agreement.

(vi) Neither Company nor any of its subsidiaries has any obligation
for retiree health, medical or life insurance benefits under any Benefit
Plans other than (i) coverage mandated by applicable law or (ii) benefits
the full cost of which are borne by the current or former employee (or
his beneficiary).

(vii) In the aggregate, there has been no misadministration of, or
improper provision with respect to, any Benefit Plans and no event has
occurred in connection with which the Company or any of its subsidiaries
would be subject to any penalties or liabilities (other than regularly
anticipated liabilities for benefits pursuant to such plans), except
where such penalties or liabilities, individually and in the aggregate,
do not have a material adverse effect on the business, properties,
financial condition, cash flows, prospects or results of operations of
the Company and its subsidiaries taken as a whole.

(viii) The current present value of all accumulated benefit obligations
under each of the Benefit Plans which is subject to Title IV of ERISA did
not, as of its latest valuation date, exceed the then current value of
the assets of such plan allocable to such benefit liabilities by more
than the amount, if any, disclosed in the Company's most recent 10-K,
based upon reasonable actuarial assumptions currently utilized for such
plan.

(ix) Except as set forth in Schedule 5.1(g)(ix), there have been no
material increases in salaries or bonuses (including grants of stock
options) paid to executives of the Company or its subsidiaries after
September 30, 1993.

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the Company or any of its subsidiaries or any of their affiliates, officers,
directors, employees, shareholders or advisers, any information pertaining to
the Company's consideration of participation in the transactions contemplated by
this Agreement, or any information incorporated by reference to a document filed
by the Company (or any officer or shareholder thereof) with the SEC, contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they are made, not misleading. The
Proxy Statement shall comply as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations thereunder.
Notwithstanding the foregoing, the Company makes no representation or warranty
with respect to any information concerning Purchaser or any of its subsidiaries
or advisers included or incorporated by reference in the Proxy Statement.

(i) TAXES. Except as disclosed in writing to Purchaser on the date
hereof, the Company and each of its subsidiaries has timely filed, or caused
to be timely filed, all federal, state, local and foreign income, gross
receipts, sales, use, property, production, payroll, franchise, withholding,
employment, social security, license, excise, transfer, gains and other tax
returns or reports required to be filed by it, and has paid or withheld, or
caused to be paid or withheld, all taxes of any nature whatsoever, including
any related penalties, interest and liabilities (any of the foregoing being
referred to herein as a "Tax"), required to be paid, other than such Taxes
for which adequate reserves have been established and which (a) are being
contested in good faith or (b) are not subject to penalty for late payment.
Except as previously disclosed to Purchaser, there are no claims or
assessments pending against the Company or any subsidiary for any alleged
deficiency in any Tax, and the Company does not know of any threatened Tax
claims or assessments against the Company or any subsidiary, nor of any
basis upon which such a claim or assessment would successfully be made
(other than those for which adequate reserves have been established).
Neither the Company nor any of its subsidiaries has made an election to be
treated as a "consenting corporation" under Section 341(f) of the Code.
Except as set forth in Schedule 5.1(i)(i), the Company has no waivers or
extensions of any applicable statute of limitations to assess any Taxes.
Except as set forth in Schedule 5.1(i)(ii), there are no outstanding
requests by the Company for any extension of time within which to file any
return or within which to pay any Taxes shown to be due on any return.
Except as set forth on Schedule 5.1(i)(iv), no taxing authority is
conducting or, to the Company's knowledge, has threatened or notified the
Company or any of its subsidiaries that it intends to conduct, an audit of
any prior tax period of the Company or any of its past or present
subsidiaries.

(j) COMPLIANCE WITH LAW. Each of the Company and its subsidiaries, to
the extent conducting a health maintenance organization ("HMO") or insurance
business, is duly qualified or authorized and in good standing under the HMO
laws or insurance laws, respectively, of each State in which the conduct of
such business requires such qualification or authorization. Except as set
forth on Schedule 5.1(j), the conduct of the Company's and its subsidiaries'
respective businesses is in conformity with all foreign, federal, state,
local and other governmental and regulatory requirements, and the forms,
procedures and practices of the Company and its subsidiaries are in
compliance with all such requirements, to the extent applicable, except
where such non-conformities, individually and in the aggregate, do not have
a material adverse effect on the business, properties, financial condition,
cash flows, prospects or results of operations of the Company and its
subsidiaries taken as a whole.

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compete or otherwise to conduct its business in any manner or place, (iii)
each mortgage, contract, license, lease, indenture or other agreement of the
Company or any of its subsidiaries (a) which would be required by Rule
601(b)(10) of SEC Regulation S-K to be filed as an exhibit to an Annual
Report on Form 10-K (other than any Benefit Plan), or (b) which constitutes
any other liability (including, without limitation, any guarantee, surety
contract or similar instrument), obligation or transaction and, in the case
of any item referred to in this clause (iii)(b), is material to the Company
and its subsidiaries or their businesses or prospects taken as a whole, and
(iv) for each of the three administrative regions of the Company
(Midwestern, Colorado and California) (a) the ten largest contracts or
agreements (based on revenues generated thereunder) with employer groups and
(b) the ten largest contracts or agreements (based on payments made
thereunder) with providers of health care services (the items referred to in
clauses i, ii, iii(a), iii(b) and (iv) of this sentence being referred to
herein as "Material Contracts"). A true and complete copy of each Material
Contract has been made available to Purchaser (other than pricing data in
contracts with employer groups and providers). Except as set forth in
Schedule 5.1(k), each Material Contract is a valid and legally binding
obligation of the Company or one of its subsidiaries, whichever is
applicable, is in full force and effect, all material obligations required
to be performed thereunder as of the date hereof by the Company or its
subsidiaries, whichever is applicable, have been performed to date, and, to
the knowledge of the Company, no other party to any such Material Contract
is in default in any material respect under the terms thereof except for
such failures to perform or defaults which do not give rise to any rights of
termination, damages or other changes in the relations of the parties and
individually and in the aggregate are not material.

(l) TITLE TO PROPERTY.

(i) The Company and its subsidiaries own and hold title to all real
and other property reflected in the Company Reports as owned by the
Company, free and clear of all mortgages, liens, security interests or
encumbrances of any nature whatsoever, except for (i) such as are
disclosed in the Company Reports or Schedule 5.1(l), (ii) mechanics',
carriers', workmen's, repairmen's or other like liens arising or incurred
in the ordinary course of business and (iii) liens for taxes, assessments
and other governmental charges which are not due and payable or which may
thereafter be paid without penalty or are being contested in good faith
by appropriate proceedings.

(ii) All material leasehold properties held by the Company or any of
its subsidiaries as lessee are held under valid, binding and enforceable
leases, subject only to exceptions that, individually and in the
aggregate, do not adversely affect the value or use thereof. There is no
pending or threatened order, decree, injunction, judgment, ruling or
writ, or action, complaint, investigation, suit or other proceeding,
whether civil or criminal, in law or in equity, or before any arbitrator
or governmental entity ("Actions") that would materially interfere with
the quiet enjoyment of such leasehold interests by the Company or its
subsidiaries.

(m) BROKERS AND FINDERS. Other than as required by Section 8.5 of this
Agreement, neither the Company nor any of its officers, directors or
employees has employed any broker or finder or incurred any liability for
any brokerage, finder's, breakup, topping, termination or similar fees or
commissions in connection with the transactions contemplated herein, except
that the Company has employed Kidder Peabody & Co. as its financial advisor.

(n) LEGAL PROCEEDINGS. Except as set forth in Schedule 5.1(n), there
is no Action, either pending or, to the knowledge of the Company,
threatened, against or affecting the Company or any subsidiary or any of
their respective properties or assets that might reasonably be expected to
result in an adverse judgment of $100,000 or more, or could reasonably be
expected to materially adversely affect the conduct of the Company's or its
subsidiaries' business or to impede or prohibit any of the transactions
contemplated by this Agreement. Schedule 5.1(n) lists each Action that
involves a claim or potential claim of aggregate liability in excess of
$100,000 against,

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or that enjoins or seeks to enjoin any activity by, the Company or any
subsidiary. Except as set forth in Schedule 5.1(n) or in connection with the
transactions contemplated hereby, there is no matter as to which the Company
or any subsidiary has received any notice, claim or assertion, or, to the
knowledge of the Company, which otherwise has been threatened or is
reasonably expected to be threatened or initiated, against or affecting any
director, officer, employee, agent or representative of the Company or any
subsidiary or any other person, nor to the knowledge of the Company is there
any reasonable basis therefor, in connection with which any such person has
or may reasonably be expected to have any right to be indemnified by the
Company or any subsidiary.

(o) FAIRNESS OPINION. The Company and its Board of Directors has
received from Kidder Peabody & Co. an opinion, dated the date hereof, to the
effect that the consideration to be received by the stockholders of the
Company in the Merger is fair, from a financial point of view, to such
holders.

(p) REGULATORY STATEMENTS. The annual and quarterly statements
described on Schedule 5.1(p) and the statutory balance sheets and income
statements included therein (i) are true and accurate in all material
respects, (ii) are complete in accordance with the accounting principles or
practices set forth in applicable State laws and regulations or prescribed
or permitted by the relevant State regulatory body ("Statutory Accounting
Principles") in all material respects, (iii) present fairly the statutory
financial condition and results of operations of the Company and/ or its
subsidiary as of the dates and for the periods indicated therein and have
been prepared in accordance with Statutory Accounting Principles
consistently applied throughout the periods indicated, except as expressly
set forth therein, and (iv) constitute all state-mandated periodic statutory
accounting reports required to be filed by the Company or any of its
subsidiaries since December 31, 1992.

(q) INSURANCE. Schedule 5.1(q) lists all policies of insurance
currently in effect to which the Company or any of its subsidiaries is a
beneficiary or named insured. Neither the Company nor any subsidiary is in
default under any such policy, and all such policies are in full force and
effect, with all premiums due thereon paid. The Company and its subsidiaries
have timely filed claims with their respective insurers with respect to all
matters and occurrences for which they believe they have coverage.

(r) INSURANCE SUBSIDIARIES. TakeCare Insurance Company, a Colorado
corporation and wholly owned subsidiary of the Company ("TIC"), is duly
licensed and in good standing to issue indemnity health insurance and
transact the business of insurance in the State of Colorado. TakeCare Life
Insurance Company, an Arizona corporation and wholly owned subsidiary of the
Company ("TC Life" and together with TIC, the Insurance Subsidiaries"), is
duly licensed and in good standing to issue indemnity health reinsurance and
transact the business of reinsurance in the State of Arizona. Copies of the
Insurance Subsidiaries' licenses are set forth in Schedule 5.1 (r). Since
December 31, 1990 (and prior to December 31, 1990, to the knowledge of the
Company) the Insurance Subsidiaries have never had any license or
certificate of authority revoked nor has any state refused any of their
applications for a license or certificate of authority. To the knowledge of
the Company, since December 31, 1990, no violations have been recorded in
respect of any such licenses or certificates of authority, and no
investigation or proceeding is pending or threatened which might involve the
revocation or limitation of any of such licenses or certificates. Except as
set forth in Schedule 5.1 (r), there are no conditions to such licenses or
certificates of authority. The Company is not in possession of any
information which would lead it to believe that any licenses or permits
necessary to the conduct of the Insurance Subsidiaries' respective
businesses will not remain in full force and effect for the full length of
their terms. The insurance reserving practices and policies of the Insurance
Subsidiaries have been selected and applied in good faith and comply with
Statutory Accounting Principles, and such practices and policies are
reflected in the annual convention form statements of the Insurance
Subsidiaries filed with the Insurance Commissioners of their respective
States of qualification for the years ended

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December 31, 1992 and 1993 (and 1991 with respect to TIC), except for such
non-compliances as cannot materially adversely affect the conduct of the
business or prospects of the Insurance Subsidiaries.

(s) INVESTMENTS. A statement of the Company's investment policy (the
"Investment Policy") is set forth on Schedule 5.1(s). Except as described on
Schedule 5.1(s), all investments currently held by the Company and its
subsidiaries have been made and maintained in accordance with the Investment
Policy, and in the aggregate, there is no recognized or unrecognized loss
attributable to such investments that are not reflected on the most recent
balance sheet included in the Company Reports.

(t) IBNR RESERVES. The reserves established by the Company and its
subsidiaries (including the Insurance Subsidiaries) in the Company Reports,
or in any financial statement or balance sheet contained in any document
filed with the SEC a fter the date hereof, for incurred but not yet paid
claims for, or relating to, medical treatment or similar claims (i) are
computed in accordance with presently accepted industry standards
consistently applied, (ii) meet the requirements of any law, rule or
regulation applicable to such reserves, (iii) are computed on the basis of
assumptions consistent with those used in computing the corresponding
reserve in the prior fiscal year, and (iv) include provision for all
actuarial reserves and related items which ought to be established in
accordance with applicable laws or regulations and prudent industry
practices. As of the date of this Agreement, neither the Company nor its
senior management is aware of any fact or circumstance which would
necessitate, in the good faith application of prudent reserving practices
and policies, any material adverse change in reserves for such incurred but
not yet paid claims above that reflected in the most recent balance sheet
included in the Company Reports (other than increases consistent with past
experience resulting from increases in enrollment with respect to the
Company's services).

(u) HEALTH CARE PROVIDER CONTRACTS. Except as set forth in Schedule
5.1(u), as of the date of this Agreement, there is no pending or, to the
Company's knowledge, threatened cancellation of any material contract
between the Company or any of its subsidiaries and any provider of health
care services, and the Company does not believe that any such cancellation
will occur prior to December 31, 1994.

(v) AUDITS BY GOVERNMENTAL ENTITIES. As of the date of this Agreement,
other than as disclosed in Schedule 5.1(v), no audit of the Company or any
of its subsidiaries which may be expected to have a material adverse effect
on the Company and its subsidiaries (taken as a whole) is pending before, or
to the Company's knowledge has been threatened by, any governmental or
regulatory authority of the United States (other than the Internal Revenue
Service), the several States (other than state taxing authorities) or any
foreign jurisdiction nor is any such audit anticipated to occur before
December 31, 1994.

(w) ENVIRONMENTAL COMPLIANCE. Except as set forth in Schedule 5.1(w),
(i) neither the Company nor any subsidiary has generated, used, transported,
treated, stored, released or disposed of, or has permitted anyone else (in a
manner that might expose the Company or any of its subsidiaries to liability
or penalties) to generate, use, transport, treat, store, release or dispose
of any Hazardous Substances (as defined below) in violation of any
applicable laws, regulations, orders or other requirements of governmental
authorities relating to Hazardous Substances or to the use, storage,
treatment, disposal, transport, generation, release or exposure of others to
Hazardous Substances (collectively, "Environmental Regulations"); (ii) there
has not been any generation, use, transportation, treatment, storage,
release or disposal of any Hazardous Substance in connection with the
conduct of the business of the Company or any subsidiary or the use of any
property or facility of the Company or any subsidiary which has created or
might reasonably be expected to create any liability under any Environmental
Regulations or which would require reporting to or notification of any
governmental or regulatory authorities of the United States, the several
States or any foreign jurisdiction; and (iii) any Hazardous Substance
handled

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<PAGE>
or dealt with in any way in connection with the businesses of the Company or
any subsidiary has been and is being handled or dealt with in all respects
in compliance with applicable Environmental Regulations, except where such
non-compliances under clauses (i), (ii) and (iii), individually and in the
aggregate, do not have a material adverse effect on the business,
properties, financial condition, cash flows, prospects or results of
operations of the Company and its subsidiaries taken as a whole. For
purposes of this paragraph, "Hazardous Substance" includes (but shall not be
limited to) substances that are defined or listed in, or otherwise
classified pursuant to, any applicable Environmental Regulations as
"hazardous substances," "hazardous materials," "hazardous wastes" or "toxic
substances," or any other formulation intended to define, list or classify
substances by reason of deleterious properties such as ignitibility,
corrosivity, reactivity, carcinogenicity, reproductive toxicity or "EP
toxicity," and petroleum and drilling fluids, produced waters and other
wastes associated with the exploration, development, or production of crude
oil, natural gas or geothermal energy.

5.2. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Purchaser
and Merger Sub represent and warrant to the Company that:

(a) CORPORATE ORGANIZATION AND QUALIFICATION. Each of Purchaser and
its subsidiaries is a corporation duly organized, validly existing and in
good standing under the laws of its respective jurisdiction of incorporation
and is in good standing as a foreign corporation in each jurisdiction where
the properties owned, leased or operated, or the business conducted, by it
require such qualification, except where such failure to so qualify or be in
such good standing, when taken together with all other such failures, does
not have a material adverse effect on the financial condition, cash flows,
properties, businesses, prospects or results of operations of Purchaser and
its subsidiaries taken as a whole. Each of Purchaser and its subsidiaries
has the requisite corporate power and corporate authority to own and lease
its properties and assets and to carry on its respective businesses as they
are now being conducted. Schedule 5.2(a) sets forth: each of Purchaser's
subsidiaries; each subsidiary's jurisdiction of organization; and each
corporation, partnership, joint venture or other organization in which
Purchaser or any of its subsidiaries owns any beneficial interest (other
than any publicly-held corporation whose stock is traded on a national
securities exchange or in the over-the-counter market and less than 1% of
the stock of which is so owned). Purchaser has made available to the Company
complete and correct copies of Purchaser's Certificate of Incorporation and
By-Laws, and comparable charter documents and bylaws of each subsidiary,
each as amended to date. Purchaser's Certificate of Incorporation and
By-Laws and the subsidiaries' charter documents and by-laws are in full
force and effect.

(b) AUTHORIZED CAPITAL. The authorized capital stock of Purchaser
consists of: 70,000,000 shares of FHP Common Stock, of which 33,109,582
shares were outstanding on December 31, 1993, and 5,000,000 shares of
preferred stock, none of which were outstanding on December 31, 1993. All of
the outstanding shares of FHP Common Stock have been duly authorized and are
validly issued, fully paid and nonassessable. Purchaser has no shares of FHP
Common Stock reserved for issuance, except that, as of December 31, 1993,
there were 5,278,745 shares reserved for issuance pursuant to Purchaser's
Executive Incentive Plan (the "Incentive Plan"), of which there were
2,771,703 shares subject to options outstanding, and there were 8,970,321
shares reserved for issuance on exercise of the Rights under the Rights
Agreement. Each of the outstanding shares of capital stock of each of
Purchaser's subsidiaries is duly authorized, validly issued, fully paid and
nonassessable and, except as set forth in Schedule 5.2(a), owned, either
directly or indirectly, by Purchaser free and clear of all liens, pledges,
security interests, or similar encumbrances. Except as set forth above and
in Schedule 5.2(b), there are no shares of capital stock of Purchaser
authorized, issued or outstanding and there are no preemptive rights or any
outstanding subscriptions, options, warrants, rights (including any form of
"poison pill" rights), convertible securities or other agreements or
commitments of any character to which Purchaser is a party relating to the
issued or unissued capital stock or other securities of Purchaser or any of
its subsidiaries. As of the date of this Agreement, there has been no change
in

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<PAGE>
the information set forth above as of December 31, 1993, except for such
changes that may relate to the exercise or expiration of options granted
pursuant to the Incentive Plan. Upon issuance, the Stock Consideration will
be duly authorized, validly issued, non-assessable and free of preemptive
rights.

(c) CORPORATE AUTHORITY. Subject only to approval by the holders of a
majority of the outstanding shares of FHP Common Stock of this Agreement and
an amendment to Purchaser's Certificate of Incorporation to increase the
number of shares of preferred stock which Purchaser is authorized to issue,
each of Purchaser and Merger Sub has the requisite corporate power and
corporate authority and has taken all corporate action necessary in order to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement is a valid and binding agreement of
Purchaser and Merger Sub enforceable against Purchaser and Merger Sub in
accordance with its terms, except to the extent that such enforcement may be
limited by applicable bankruptcy, insolvency and other similar laws
affecting creditors' rights generally and by general principles of equity.

(d) GOVERNMENTAL FILINGS; NO VIOLATIONS.

(i) Other than the filings provided for in Section 1.3 and such
filings as are required under the HSR Act, the Securities Act, the
Exchange Act, by the insurance, HMO (or similar body), securities or
"blue sky" laws of the various States and as set forth on Schedule
5.2(d)(i) or otherwise required by law (together, the "Purchaser
Regulatory Filings" and together with the Company Regulatory Filings, the
"Regulatory Filings"), no notices, reports or other filings are required
to be made by Purchaser or Merger Sub with, nor are any consents,
registrations, approvals, permits or authorizations required to be
obtained by Purchaser or Merger Sub from, any governmental or regulatory
authorities of the United States, the several States or any foreign
jurisdiction in connection with the execution and delivery of this
Agreement by Purchaser and Merger Sub and the consummation by Purchaser
and Merger Sub of the transactions contemplated hereby. Other than the
filings provided for in Section 1.3 or required under the HSR Act, the
Securities Act, the Exchange Act or by the insurance, HMO (or similar
body), securities or "blue sky" laws of the various States, Schedule
5.2(d)(i) sets forth all Purchaser Regulatory Filings known by Purchaser
to be required as of the date hereof. Upon becoming aware of any
Purchaser Regulatory Filings which are required by law but are not listed
on Schedule 5.2(d)(i) (other than the filings provided for in Section 1.3
or required under the HSR Act, the Securities Act, the Exchange Act or by
the insurance, HMO (or similar body), securities or "blue sky" laws of
the various States), Purchaser shall promptly notify the Company of such
Purchaser Regulatory Filings.

(ii) The execution and delivery of this Agreement by Purchaser and
Merger Sub do not, and the consummation by Purchaser and Merger Sub of
the transactions contemplated by this Agreement will not, constitute or
result in (a) a breach or violation of, or a default under, the
Certificate of Incorporation or By-Laws of Purchaser or the comparable
governing instruments of any of its subsidiaries, including Merger Sub,
or (b) a breach or violation of, a default or any change in the rights or
obligations of any party under, the acceleration of or the creation of a
lien, pledge, security interest or similar encumbrance on assets pursuant
to (with or without the giving of notice or the lapse of time), any
provision of any Contract (as defined in Section 5.2(k)) of Purchaser or
any of its subsidiaries or any change in the rights or obligations of
Purchaser or any of its subsidiaries under any law, rule, ordinance or
regulation or judgment, decree, order, award or governmental or
non-governmental permit or license to which Purchaser or any of its
subsidiaries is subject, except, in the case of clause (b) above, for
such breaches, violations, defaults, accelerations or changes that, alone
and in the aggregate, do not have a material adverse effect on the
financial condition, cash flows, properties, businesses, prospects or
results of operations of Purchaser and its subsidiaries taken as a whole
or that could not prevent or materially delay the Merger.

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<PAGE>
(e) PURCHASER REPORTS; FINANCIAL STATEMENTS. Purchaser has delivered
to the Company (i) each proxy statement or information statement prepared by
Purchaser since December 31, 1992, (ii) Purchaser's Annual Report on Form
10-K for the fiscal year ended June 30, 1993, (iii) Purchaser's Quarterly
Report on Form 10-Q for the period ended September 30, 1993 and (iv) each
report on Form 8-K filed by it since June 30, 1993, each in the form
(including exhibits and any amendments thereto) filed with the SEC
(collectively, the "Purchaser Reports"). As of their respective dates, the
Purchaser Reports did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading. Each of the consolidated balance sheets
included in or incorporated by reference into the Purchaser Reports
(including the related notes and schedules) fairly presents the consolidated
financial position of Purchaser and its subsidiaries as of its date and each
of the consolidated statements of income and of cash flows included in or
incorporated by reference into the Purchaser Reports (including any related
notes and schedules) fairly presents the results of operations, retained
earnings and cash flows, as the case may be, of Purchaser and its
consolidated subsidiaries for the periods set forth therein (subject, in the
case of unaudited statements, to normal year-end audit adjustments), in each
case in accordance with GAAP consistently applied during the periods
involved, except as may be noted therein. Other than the Schedule 13D filed
in connection with this transaction, the registration statement on Form S-3
relating to Purchaser's outstanding debt securities and the Purchaser
Reports, Purchaser has not filed prior to the date hereof any definitive
reports or statements with the SEC since June 30, 1993.

(f) ABSENCE OF CERTAIN CHANGES; NO OTHER LIABILITIES. Except as
disclosed in the Purchaser Reports or as disclosed to the Company in writing
on or prior to the date hereof, since December 31, 1992, to the date hereof,
Purchaser and its subsidiaries have conducted their respective businesses
only in, and have not engaged in any material transaction other than
according to, the ordinary and usual course of such businesses and there has
not been: (i) any material adverse change in the financial condition, cash
flows, properties, businesses, prospects or results of operations of
Purchaser and its subsidiaries taken as a whole or any development or
combination of developments of which management of Purchaser is aware which
is reasonably likely to result in any such change; (ii) any change by
Purchaser in accounting principles, practices or methods, other than as
disclosed in the Purchaser Reports; (iii) any declaration, setting aside or
payment of any dividend or other distribution with respect to the capital
stock of Purchaser; or (iv) any material revaluation by Purchaser of any of
its assets. Neither Purchaser nor any subsidiary has any liabilities
required to be set forth on a balance sheet in accordance with GAAP, except
(i) liabilities that are reflected or disclosed in the most recent of the
financial statements referred to in subsection (e) above, (ii) liabilities
incurred after September 30, 1993 in the ordinary course of business and
consistent in size and amount with Purchaser's prior experience reflected in
the Purchaser Reports or (iii) liabilities that are set forth on Schedule
5.2(f).

(g) EMPLOYEE BENEFITS.

(i) To the extent required by law, the Purchaser Reports together
with Schedule 5.2(g) accurately list as of the date of this Agreement all
material bonus, deferred compensation, pension, retirement,
profit-sharing, thrift, savings, employee stock ownership, stock bonus,
stock purchase, restricted stock and stock option plans, all material
employment or severance contracts, other material employee benefit plans
and any applicable "change of control" or similar provisions in any such
plan, contract or arrangement, maintained or contributed to by Purchaser
and its subsidiaries (collectively, the "Purchaser Benefit Plans").

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<PAGE>
obligations which have not been accounted for by reserves, or otherwise
properly footnoted in accordance with GAAP, on the consolidated financial
statements of Purchaser and its subsidiaries.

(iii) Neither Purchaser nor any of its subsidiaries is a party to any
collective bargaining agreement.

(iv) Neither Purchaser nor any of its subsidiaries has any obligation
for retiree health, medical or life insurance benefits under any
Purchaser Benefit Plans other than (i) coverage mandated by applicable
law or (ii) benefits the full cost of which are borne by the current or
former employee (or his beneficiary).

(v) In the aggregate, there has been no misadministration of, or
improper provision with respect to, any Purchaser Benefit Plans and no
event has occurred in connection with which Purchaser or any of its
subsidiaries would be subject to any penalties or liabilities (other than
regularly anticipated liabilities for benefits pursuant to such plans),
except where such penalties or liabilities, individually and in the
aggregate, do not have a material adverse effect on the business,
properties, financial condition, cash flows, prospects or results of
operations of Purchaser and its subsidiaries taken as a whole.

(h) PROXY STATEMENT. The Proxy Statement shall not, on the date the
Proxy Statement (including any amendment or supplement thereto) is first
mailed to stockholders, or at the time of the stockholders meetings referred
to in Section 6.3, with respect to any information concerning Purchaser or
any of its subsidiaries or any of their affiliates, officers, directors,
employees, shareholders or advisers, any information pertaining to
Purchaser's consideration of participation in the transactions contemplated
by this Agreement, or any information incorporated by reference to a
document filed by Purchaser (or any officer or shareholder thereof) with the
SEC, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they
are made, not misleading. The Proxy Statement shall comply as to form in all
material respects with the requirements of the Exchange Act and the rules
and regulations thereunder. Notwithstanding the foregoing, Purchaser makes
no representation or warranty with respect to any information concerning the
Company or any of its subsidiaries or advisers included or incorporated by
reference in the Proxy Statement.

(i) TAXES. Purchaser and each of its subsidiaries has timely filed, or
caused to be timely filed, all federal, state, local and foreign income,
gross receipts, sales, use, property, production, payroll, franchise,
withholding, employment, social security, license, excise, transfer, gains
and other tax returns or reports required to be filed by it, and has paid or
withheld, or caused to be paid or withheld, all Taxes required to be paid,
other than such Taxes for which adequate reserves have been established and
which (a) are being contested in good faith or (b) are not subject to
penalty for late payment. Except as previously disclosed to the Company,
there are no claims or assessments pending against Purchaser or any
subsidiary for any alleged deficiency in any Tax, and Purchaser does not
know of any threatened Tax claims or assessments against Purchaser or any
subsidiary, nor of any basis upon which such a claim or assessment would
successfully be made (other than those for which adequate reserves have been
established). Neither Purchaser nor any of its subsidiaries has made an
election to be treated as a "consenting corporation" under Section 341(f) of
the Code. Except as set forth in Schedule 5.2(i)(i), Purchaser has no
waivers or extensions of any applicable statute of limitations to assess any
Taxes. Except as set forth in Schedule 5.2(i)(ii), there are no outstanding
requests by Purchaser for any extension of time within which to file any
return or within which to pay any Taxes shown to be due on any return.
Except as set forth on Schedule 5.2(i)(iv), no taxing authority is
conducting or, to the knowledge of Purchaser, has threatened or notified
Purchaser or any of its subsidiaries that it intends to conduct, an audit of
any prior tax period of Purchaser or any of its past or present
subsidiaries.

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<PAGE>
(j) COMPLIANCE WITH LAW. The conduct of Purchaser's and its
subsidiaries' respective businesses is in conformity with all foreign,
federal, state, local and other governmental and regulatory requirements,
and the forms, procedures and practices of Purchaser and its subsidiaries
are in compliance with all such requirements, to the extent applicable,
except where such non-conformities, individually and in the aggregate, do
not have a material adverse effect on the business, properties, financial
condition, cash flows, prospects or results of operations of Purchaser and
its subsidiaries taken as a whole.

(k) CERTAIN AGREEMENTS. Schedule 5.2(k) sets forth, as of the date of
this Agreement, a true and complete list of (i) each contract, agreement or
other arrangement of or involving Purchaser or any of its subsidiaries with
respect to indebtedness for money borrowed (other than trade payables in the
ordinary and usual course of business), including, but not limited to,
letters of credit, guaranties and swap and similar agreements, (ii) each
contract, agreement or other arrangement which limits or restricts the
ability of Purchaser or any of its subsidiaries to compete or otherwise to
conduct its business in any manner or place, (iii) each mortgage, contract,
license, lease, indenture or other agreement of Purchaser or any of its
subsidiaries (a) which would be required by Rule 601(b)(10) of SEC
Regulation S-K to be filed as an exhibit to an Annual Report on Form 10-K
(other than any Purchaser Benefit Plan), or (b) which constitutes any other
liability (including, without limitation, any guarantee, surety contract or
similar instrument), obligation or transaction and, in the case of any item
referred to in this clause (iii)(b), is material to Purchaser and its
subsidiaries or their businesses or prospects taken as a whole, and (iv) for
the California administrative region of Purchaser (a) the ten largest
contracts or agreements (based on revenues generated thereunder) with
employer groups and (b) the ten largest contracts or agreements (based on
payments made thereunder) with providers of health care services (the items
referred to in clauses i, ii, iii(a), iii(b) and (iv) of this sentence being
referred to herein as "Contracts"). A true and complete copy of each
Contract has been made available to the Company (other than pricing data in
contracts with employer groups and providers). Except as set forth in
Schedule 5.2(k), each Contract is a valid and legally binding obligation of
Purchaser or one of its subsidiaries, whichever is applicable, is in full
force and effect, all material obligations required to be performed
thereunder as of the date hereof by Purchaser or its subsidiaries, whichever
is applicable, have been performed to date, and, to the knowledge of
Purchaser, no other party to any such Contract is in default in any material
respect under the terms thereof except for such failures to perform or
defaults which do not give rise to any rights of termination, damages or
other changes in the relations of the parties and individually and in the
aggregate are not material.

(l) TITLE TO PROPERTY.

(i) Purchaser and its subsidiaries own and hold title to all real and
other property reflected in the Purchaser Reports as owned by Purchaser,
free and clear of all mortgages, liens, security interests or
encumbrances of any nature whatsoever, except for (i) such as are
disclosed in the Purchaser Reports or Schedule 5.2(l), (ii) mechanics',
carriers', workmen's, repairmen's or other like liens arising or incurred
in the ordinary course of business and (iii) liens for taxes, assessments
and other governmental charges which are not due and payable or which may
thereafter be paid without penalty or are being contested in good faith
by appropriate proceedings.

(ii) All material leasehold properties held by Purchaser or any of
its subsidiaries as lessee are held under valid, binding and enforceable
leases, subject only to exceptions that, individually and in the
aggregate, do not adversely affect the value or use thereof. There is no
pending or threatened Action that would materially interfere with the
quiet enjoyment of such leasehold interests by Purchaser or its
subsidiaries.

(m) BROKERS AND FINDERS. Other than as required by Section 8.5 of this
Agreement, neither Purchaser nor any of its officers, directors or employees
has employed any broker or

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<PAGE>
finder or incurred any liability for any brokerage, finder's, breakup,
topping, termination or similar fees or commissions in connection with the
transactions contemplated herein, except that Purchaser has employed Smith
Barney Shearson Inc. as its financial advisor.

(n) LEGAL PROCEEDINGS. There is no Action, either pending or, to the
knowledge of Purchaser, threatened, against or affecting Purchaser or any
subsidiary or any of their respective properties or assets that might
reasonably be expected to materially adversely affect the conduct of
Purchaser's and its subsidiaries' business or to impede or prohibit any of
the transactions contemplated by this Agreement. Except as set forth in the
Purchaser Reports or in connection with the transactions contemplated
hereby, there is no matter as to which Purchaser or any subsidiary has
received any notice, claim or assertion, or, to the knowledge of Purchaser,
which otherwise has been threatened or is reasonably expected to be
threatened or initiated, against or affecting any director, officer,
employee, agent or representative of Purchaser or any subsidiary or any
other person, nor to the knowledge of Purchaser is there any reasonable
basis therefor, in connection with which any such person has or may
reasonably be expected to have any right to be indemnified by Purchaser or
any subsidiary, except where such rights of indemnification, individually
and in the aggregate, do not have a material adverse effect on the business,
properties, financial condition, cash flows, prospects or results of
operations of Purchaser and its subsidiaries taken as a whole.

(o) FAIRNESS OPINION. Purchaser and its Board of Directors has
received from Smith Barney Shearson Inc. an opinion, dated the date hereof,
to the effect that the consideration to paid to the stockholders of the
Company in the Merger is fair, from a financial point of view, to Purchaser
and its stockholders.

(p) REGULATORY STATEMENTS. The annual and quarterly statements
described on Schedule 5.2(p) and the statutory balance sheets and income
statements included therein (i) are true and accurate in all material
respects, (ii) are complete in accordance with Statutory Accounting
Principles in all material respects, (iii) present fairly the statutory
financial condition and results of operations of Purchaser and/or its
subsidiaries as of the dates and for the periods indicated therein and have
been prepared in accordance with Statutory Accounting Principles
consistently applied throughout the periods indicated, except as expressly
set forth therein, and (iv) constitute all state-mandated periodic statutory
accounting reports required to be filed by Purchaser or any of its
subsidiaries since December 31, 1992.

(q) INSURANCE. Neither Purchaser nor any subsidiary is in default
under any policy of insurance, and all such policies are in full force and
effect, with all premiums due thereon paid. Purchaser and its subsidiaries
have timely filed all material claims with their respective insurers with
respect to all matters and occurrences for which they believe they have
coverage.

(r) INVESTMENTS. A statement of Purchaser's investment policy (the
"Purchaser Investment Policy") is set forth on Schedule 5.2(r). Except as
described on Schedule 5.2(r), all investments currently held by Purchaser
and its subsidiaries have been made and maintained in accordance with the
Purchaser Investment Policy, and in the aggregate, there is no recognized or
unrecognized loss attributable to such investments that are not reflected on
the most recent balance sheet included in the Purchaser Reports.

(s) IBNR RESERVES. The reserves established by Purchaser and its
subsidiaries in the Purchaser Reports, or in any financial statement or
balance sheet contained in any document filed with the SEC after the date
hereof, for incurred but not yet paid claims for, or related to, medical
treatment or similar claims (i) are computed in accordance with presently
accepted industry standards consistently applied, (ii) meet the requirements
of any law, rule or regulation applicable to such reserves, (iii) are
computed on the basis of assumptions consistent with those used in computing
the corresponding reserve in the prior fiscal year, and (iv) include
provision for all actuarial reserves and related items which ought to be
established in accordance with applicable laws or regulations and prudent
industry practices. As of the date of this Agreement, neither

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<PAGE>
Purchaser nor its senior management is aware of any fact or circumstance
which would necessitate, in the good faith application of prudent reserving
practices and policies, any material adverse change in reserves for such
incurred but not yet paid claims above that reflected in the most recent
balance sheet included in the Purchaser Reports (other than increases
consistent with past experience resulting from increases in enrollment with
respect to Purchaser's services).

(t) HEALTH CARE PROVIDER CONTRACTS. Except as set forth in Schedule
5.2(t), as of the date of this Agreement, there is no pending or, to
Purchaser's knowledge, threatened cancellation of any material contract
between Purchaser or any of its subsidiaries and any provider of health care
services, and Purchaser does not believe that any such cancellation will
occur prior to December 31, 1994.

(u) AUDITS BY GOVERNMENTAL ENTITIES. As of the date of this Agreement,
other than as disclosed in Schedule 5.2(u), no audit of Purchaser or any of
its subsidiaries which may reasonably be expected to have a material adverse
effect on Purchaser and its subsidiaries (taken as a whole) is pending
before, or to Purchaser's knowledge has been threatened by, any governmental
or regulatory authority of the United States (other than the Internal
Revenue Service), the several States (other than state taxing authorities)
or any foreign jurisdiction nor is any such audit anticipated to occur
before December 31, 1994.

(v) ENVIRONMENTAL COMPLIANCE. Except as set forth in Schedule 5.2(v),
(i) neither Purchaser nor any subsidiary has generated, used, transported,
treated, stored, released or disposed of, or has permitted anyone else (in a
manner that might expose Purchaser or any of its subsidiaries to liability
or penalties) to generate, use, transport, treat, store, release or dispose
of any Hazardous Substances (as defined in Section 5.1(w)) in violation of
any Environmental Regulations; (ii) there has not been any generation, use,
transportation, treatment, storage, release or disposal of any Hazardous
Substance in connection with the conduct of the business of Purchaser or any
subsidiary or the use of any property or facility of Purchaser or any
subsidiary which has created or might reasonably be expected to create any
liability under any Environmental Regulations or which would require
reporting to or notification of any governmental or regulatory authorities
of the United States, the several States or any foreign jurisdiction; and
(iii) any Hazardous Substance handled or dealt with in any way in connection
with the businesses of Purchaser or any subsidiary has been and is being
handled or dealt with in all respects in compliance with applicable
Environmental Regulations, except where such non-compliances under clauses
(i), (ii) and (iii), individually and in the aggregate, do not have a
material adverse effect on the business, properties, financial condition,
cash flows, prospects or results of operations of Purchaser and its
subsidiaries taken as a whole.

ARTICLE VI
COVENANTS

6.1. INTERIM OPERATIONS OF THE COMPANY. The Company covenants and agrees
that, after the date hereof and prior to the Effective Time, unless Purchaser
shall have consented in writing thereto:

(a) the business of the Company and its subsidiaries and affiliates
shall be conducted only in the ordinary and usual course, and to the extent
consistent therewith, each of the Company and its subsidiaries and
affiliates shall use commercially reasonable efforts to preserve its
business organization and good will intact, keep available the services of
its officers and employees, and maintain its existing relations with
customers, suppliers and business associates;

(b) the Company shall not (i) sell or pledge or agree to sell or pledge
any equity securities of its subsidiaries owned by it (except for statutory
deposits made (to comply with applicable laws and regulations) after
10-day's prior notice thereof to Purchaser); (ii) amend its Certificate of
Incorporation or By-Laws; (iii) split, combine or reclassify the outstanding
Shares; or (iv) declare, set aside or pay any dividend payable in cash,
stock or property with respect to the Shares;

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(c) except as set forth on Schedule 6.1(c), neither the Company nor any
of its subsidiaries shall (i) issue, sell, pledge, dispose of or encumber
any additional shares of, or securities convertible or exchangeable for, or
options, warrants, calls, commitments or rights of any kind to acquire, any
shares of capital stock of any class of the Company or its subsidiaries,
other than additional purchases of securities from wholly-owned subsidiaries
of the Company and, in the case of the Company, other than issuances of
Shares pursuant to options outstanding on the date hereof under the Stock
Plans; (ii) transfer, lease, license, guarantee, sell, mortgage, pledge,
dispose of or encumber any assets or incur or modify any indebtedness or
other liability other than in the ordinary and usual course of business;
(iii) acquire directly or indirectly by redemption or otherwise any shares
of the capital stock of the Company; or (iv) authorize capital expenditures
other than those set forth in the Company's capital expenditure budget for
1994 as previously delivered to Purchaser (and then only to the extent
consistent with budgeted amounts for the then year to date as set forth in
such budget) or (v) acquire or make any material investment, whether by
purchase, contributions to capital, property transfers or otherwise, in any
other entity (excluding wholly-owned subsidiaries);

(d) except as listed on Schedule 5.1(g)(i) neither the Company nor any
of its subsidiaries shall grant any new severance or termination pay to, or
enter into any new employment or severance agreement with, any director,
officer or other employee of the Company or such subsidiaries (except as
reasonably required to fill officer vacancies) having potential payments by
the Company of $200,000 or more; neither the Company nor any of its
subsidiaries shall establish, adopt, enter into, amend or terminate any
collective bargaining, bonus, profit sharing, thrift, savings, compensation,
stock purchase, stock option, restricted stock, pension, retirement,
employee stock ownership, deferred compensation or other plan, agreement,
trust, fund, policy or arrangement for the benefit of any directors,
officers or employees (the "Compensation and Benefit Plans"), other than the
adoption of a 1994 Executive Incentive Plan substantially similar in
benefits and structure to the 1993 Executive Incentive Plan, and, except as
listed on Schedule 6.1(d), neither the Company nor any of its subsidiaries
shall grant any general or uniform increase in the rates of pay or benefits
to officers, directors or employees (or a class thereof), or grant any
increase in the compensation or benefits of any director, officer or
employee not required by the terms of any Compensation and Benefit Plan
(except pursuant to the 1993 and 1994 Executive Incentive Plans and for
annual salary and benefit increases and bonus compensation in the ordinary
course and consistent with past practice and in amounts not in excess of
$50,000 per annum individually);

(e) neither the Company nor any of its subsidiaries shall settle or
compromise any material claims or material litigation against the Company or
any of its subsidiaries for an amount greater than any reserve established
therefor on the date hereof or, except in accordance with their terms and
for amendments, modifications, and terminations which are commercially
reasonable and do not have a material adverse effect on the financial
condition, cash flows, properties, businesses, prospects or results of
operations of the Company and its subsidiaries taken as a whole, modify,
amend or terminate any of its Material Contracts or, except in the ordinary
and usual course of business and consistent with past practice, waive,
release or assign any material rights or claims;

(f) neither the Company nor any of its subsidiaries shall make any tax
election or cause any insurance policy naming it as a beneficiary or a loss
payable payee to be canceled or terminated as a result of actions or
inactions by the Company or any of its subsidiaries; and

(g) neither the Company nor any of its subsidiaries shall authorize or
enter into an agreement to do any of the foregoing.

6.2. COVENANTS OF PURCHASER. Purchaser covenants and agrees that, after
the date hereof and prior to the Effective Time, unless the Company shall have
consented in writing thereto:

(a) Purchaser shall not and shall not permit any of its subsidiaries to
(i) declare or pay any extraordinary dividends on or make other
extraordinary distributions in respect of any of its

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<PAGE>
shares of capital stock, other than regular quarterly cash dividends, (ii)
split, combine or reclassify any of its capital stock or issue or authorize
or propose the issuance of any other securities in respect of, in lieu of or
in substitution for shares of its capital stock or (iii) repurchase, redeem
or otherwise acquire, or permit any subsidiary to purchase or otherwise
acquire, any significant portion of the shares of Purchaser's capital stock
outstanding or any securities convertible into or exercisable for any shares
of its capital stock.

(b) Purchaser shall not be a party to any acquisition, disposal, merger,
reorganization, recapitalization or similar transaction requiring a vote of
the stockholders of Purchaser.

6.3. MEETINGS OF STOCKHOLDERS; REGISTRATION STATEMENT.

(a) Each of the Company and Purchaser shall take all action necessary in
accordance with applicable law and its Certificate of Incorporation and
Bylaws to convene a meeting of its stockholders as promptly as practicable
to consider and vote upon this Agreement, the Merger and all matters related
thereto (including, with respect to Purchaser, an amendment to its
Certificate of Incorporation to increase the number of shares of preferred
stock which it is authorized to issue). Each of the Company and Purchaser
shall, through their respective Boards of Directors (and subject to
compliance by such directors with their respective fiduciary duties as
advised by counsel), in the event of an unsolicited Acquisition Proposal (as
defined in Section 6.8)), recommend to their respective stockholders
approval of such matters, and each of the Company and Purchaser shall use
its best efforts to obtain such approval by its stockholders. The Company
and Purchaser agree to postpone or delay their respective meetings, or to
convene a second meeting, in the event insufficient voting shares are
present to conduct the meeting. The Proxy Statement shall not be filed, and
no amendment or supplement to the Proxy Statement shall be made by either
the Company or Purchaser, without prior consultation with the other party
and its counsel.

(b) As promptly as reasonably practicable, the Company and Purchaser
shall prepare and file with the SEC a joint proxy statement for use in
connection with their respective stockholder meetings, and Purchaser shall
prepare and file with the SEC a registration statement on Form S-4 under the
Securities Act and the rules and regulations promulgated thereunder with
respect to the Stock Consideration to be issued in the Merger (the
"Registration Statement"), which shall include as a part thereof the Proxy
Statement. The Company, Purchaser and Merger Sub shall cooperate and use all
reasonable efforts to have the Registration Statement declared effective by
the SEC. The Company, Purchaser and Merger Sub shall also take any action
(other than qualifying to do business in any jurisdiction in which it is now
not so qualified) required to be taken under the securities or "blue sky"
laws of the various States in connection with the issuance of the Stock
Consideration pursuant to the Merger.

6.4. FILINGS; CONSENTS; OTHER ACTION. Subject to the terms and conditions
herein provided, the Company and Purchaser shall: (a) promptly make their
respective filings and thereafter make any other required submissions under the
HSR Act and other Regulatory Filings; and (b) use their best efforts to promptly
take, or cause to be taken, all other action and do, or cause to be done, all
other things necessary, proper or appropriate to cause any employee benefit
plans to accord with this Agreement and applicable law, and to consummate and
make effective the transactions contemplated by this Agreement as soon as
practicable, including using their best efforts to obtain the consents referred
to in Schedule 5.1(d)(ii). Each party shall promptly provide the other (or its
counsel) copies of all filings in connection with the Merger made by such party
under the HSR Act, all filings after the date hereof and prior to the Effective
Time made by such party under the Exchange Act and all other Regulatory Filings
in connection with this Agreement and the transactions contemplated hereby and
thereby.

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<PAGE>
6.5. ACCESS.

(a) Upon reasonable notice, the Company shall (and shall cause each of
its subsidiaries to) afford Purchaser's officers, employees, counsel,
accountants, investment bankers and other authorized representatives
("Representatives") access, during normal business hours throughout the
period prior to the Effective Time, to its properties, books, contracts and
records (other than pricing data in contracts with employer groups and
providers) and, during such period, the Company shall (and shall cause each
of its subsidiaries to) furnish promptly to Purchaser all information
concerning its business, properties and personnel as Purchaser or its
Representatives may reasonably request (other than pricing data in contracts
with employer groups and providers), provided that no investigation pursuant
to this Section 6.5 shall affect or be deemed to modify any representation
or warranty made by the Company.

(b) Upon reasonable notice, Purchaser shall (and shall cause each of its
subsidiaries to) afford the Company's Representatives access, during normal
business hours throughout the period prior to the Effective Time, to its
properties, contracts, books and records (other than pricing data in
contracts with employer groups and providers) and, during such period,
Purchaser shall (and shall cause its subsidiaries to) furnish promptly to
the Company all information concerning its business and properties as the
Company or its Representatives may reasonably request (other than pricing
data in contracts with employer groups and providers), provided that no
investigation pursuant to this Section 6.5 shall affect or be deemed to
modify any representation or warranty made by Purchaser.

(c) Any information obtained pursuant to this Agreement shall be subject
to the confidentiality agreement between the Company and Purchaser dated
December 8, 1993 (the "Confidentiality Letter").

6.6. PUBLICITY. Neither Purchaser nor the Company shall issue any press
release after the date hereof or otherwise make any public statement with
respect to the transactions contemplated hereby without the consent of the
other, except to the extent that the disclosing party is advised in writing by
its counsel that such a press release or statement is required by applicable
law, and then only after consultation with the other party. The Company and
Purchaser shall consult with each other prior to making any filings with any
federal or state governmental or regulatory agency or with the National
Association of Securities Dealers (the "NASD") with respect to the Merger.

6.7. BENEFITS.

(a) Stock Options.

(i) Prior to the Effective Time, each of the Company and Purchaser
shall use reasonable efforts such that at the Effective Time, each stock
option issued and outstanding immediately prior to the Effective Time
(whether or not then vested) (each, an "Option") entitling the holder
thereof to purchase any Shares (other than those to be cancelled pursuant
to Section 6.7(a)(iv)) shall only entitle the holder thereof to receive
upon surrender thereof, an option (the "Exchanged Option") to purchase a
number of shares of FHP Common Stock equal to the number of Shares
subject to such Option immediately prior to the Effective Time (the
"Original Number of Shares") multiplied by 2.7586 (the "Option Exchange
Ratio"), subject to paragraphs (ii) and (iii) below. The aggregate
exercise price of the Exchanged Option shall equal the aggregate exercise
price of the original Option, although the per share exercise price shall
be appropriately adjusted. The remaining terms of the Exchanged Option
shall match the terms of the original Option. The conversion of an Option
pursuant to this paragraph shall not, in itself, result in acceleration
of the vesting thereof.

(ii) If the Average Closing Price is less than the Base Price at the
Effective Time, the Option Exchange Ratio with respect to each Option
shall be adjusted (up to a maximum of 3.2) so that it is equal to $80.00
divided by the Average Closing Price. The aggregate exercise

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<PAGE>
price of such option shall not change, although the per share exercise
price shall be appropriately adjusted. No other change in the remaining
terms and conditions of such option shall be made.

(iii) The number of shares of FHP Common Stock issuable upon exercise
of the Exchanged Option shall be reduced at the Effective Time by a
number of shares equal to (x) the Original Number of Shares multiplied by
(y) (a) a Pro Rata Share (based on the Original Number of Shares) of the
Estimated Excess Expenses multiplied by (b) the result obtained by
dividing the Exchange Ratio (as adjusted pursuant to clause (ii)) by
$80.00 (the "Adjustment Factor"). On the Determination Date the number of
shares of FHP Common Stock issuable upon exercise of the Exchanged Option
shall be increased by a number of shares equal to (x) the Original Number
of Shares multiplied by (y) (a) a Pro Rata Share (based on the Original
Number of Shares) of the excess, if any, of the Estimated Excess Expenses
over the Excess Expenses multiplied by (b) the Adjustment Factor. In each
case, the aggregate exercise price of such option shall not change,
although the per share exercise price shall be appropriately adjusted. No
other change in the remaining terms and conditions of such option shall
be made.

(iv) Prior to the Effective Time, Purchaser shall offer (in a form
mutually acceptable to Purchaser and the Company), to each holder of a
vested stock option to purchase any Shares, the right to receive on the
Effective Date in return for the cancellation of the vested portion of
such option on the Effective Date an amount equal to (1) the Merger
Consideration (as if the Cash Election had been made) times the number of
Shares with respect to which such option is then vested (whether or not
such vesting has been accelerated) less (2) an amount equal to the sum of
the aggregate exercise price with respect to the vested portion of such
option plus the applicable withholding taxes applied as follows: 50% of
such amount shall be applied to reduce the Convertible Merger Preferred
Stock payable pursuant to clause (1) (treating the Convertible Merger
Preferred Stock as equivalent to $25.00), 35% of such amount shall be
applied to reduce the cash payable pursuant to clause (1) and 15% of such
amount shall be applied to reduce the FHP Common Stock payable pursuant
to clause (1) (treating the FHP Common Stock as equivalent to the Base
Price)."

(b) EMPLOYMENT AGREEMENTS. The employment agreements in the form to be
agreed to by Purchaser and the Company between the Company and the
individuals set forth on Schedule 6.7(b), which become effective at the
Effective Time, shall be in full force and effect at and after the Effective
Time.

(c) INDEMNIFICATION. After the Effective Time, Purchaser shall
indemnify, defend and hold harmless, each present and former director and
officer of the Company and each such person's personal representative,
estate, testator or intestate successors (the "Indemnified Parties") against
any and all losses, claims, damages, liabilities, costs, expenses, judgments
and amounts paid in settlement with the approval of Purchaser (which
approval shall not be unreasonably withheld) in connection with any actual
or threatened claim, action, suit, proceeding or investigation arising out
of or pertaining to any action or omission occurring prior to the Effective
Time (including without limitation, any which arise out of or relate to the
transactions contemplated by this Agreement), whether asserted or claimed
prior to, or on or after, the Effective Time, to the full extent the Company
would be permitted under Delaware Law to indemnify such Indemnified Parties
as the Company's own directors and officers. In addition, Purchaser shall
pay expenses incurred by an Indemnified Party in advance of the final
disposition of any such action or proceeding upon receipt of an undertaking
by or on behalf of such Indemnified Party to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified. Without
limiting the foregoing, in the event any claim, action, suit, proceeding or
investigation is brought against any Indemnified Party, the Surviving
Corporation shall be entitled to assume the defense of any such action or
proceeding. Upon assumption by the Surviving Corporation of the defense of
any such action or proceeding, the Indemnified Party shall have the right to
participate in such

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<PAGE>
action or proceeding and to retain its own counsel, but neither the
Surviving Corporation nor Purchaser shall be liable for any legal fees or
expenses subsequently incurred by the Indemnified Party in connection with
the defense thereof unless (i) the Surviving Corporation has agreed to pay
such fees and expenses, (ii) the Indemnified Party shall have been advised
by counsel that representation of the Indemnified Party by counsel provided
by Purchaser is not possible due to conflicts of interest between Purchaser,
the Surviving Corporation and the Indemnified Party, or (iii) the Surviving
Corporation shall have failed in a timely manner to assume the defense of
the matter; PROVIDED, HOWEVER, that neither the Surviving Corporation nor
Purchaser shall, in connection with any one such action or proceeding or
separate but substantially similar actions or proceedings arising out of the
same general allegations, be liable for the fees and expenses of more than
one separate firm of attorneys at any time for all Indemnified Parties
unless the Indemnified Party shall have been advised by counsel that
representation of the Indemnified Party by counsel provided by the Surviving
Corporation pursuant to the foregoing is not possible due to conflicts of
interest between the Surviving Corporation and the Indemnified Party.
Neither Purchaser nor the Surviving Corporation shall be liable for any
settlement of any claim effected without its written consent, which consent
shall not be unreasonably withheld. Neither Purchaser nor the Surviving
Corporation shall, except with the written consent of the Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term the release by the claimant or plaintiff of
such Indemnified Party from all further liability in respect of such claim.
Any Indemnified Party wishing to claim indemnification under this Section
6.7(c), upon learning of any such claim, action, suit, proceeding or
investigation, shall notify the Surviving Corporation (but the failure so to
notify the Surviving Corporation shall not relieve it from any liability
which it may have under this Section 6.7(c) except to the extent such
failure materially prejudices Purchaser or the Surviving Corporation). In
addition to the foregoing, and without limiting in any manner the foregoing,
after the Effective Time Purchaser shall assume the obligations of the
Company and the Surviving Corporation under the indemnification agreements
set forth on Schedule 6.7(c), but only to the extent the Company would be
permitted under Delaware Law to perform its obligations under such
indemnification agreements.

(d) EMPLOYEE BENEFITS. At the Effective Time, Purchaser shall, or
shall cause the Surviving Corporation to, offer all employees of the
Surviving Corporation and its subsidiaries employee benefit plans which, in
the aggregate, provide equal or greater benefits to such employees as are
currently provided to employees of the Company or its subsidiaries pursuant
to the Benefits Plans. Each such benefit plan shall give credit to employees
for service with the Company and its subsidiaries (and their predecessors,
to the extent credit for service with such predecessors was given by the
Company) prior to the Effective Time for such purposes as vesting and
eligibility to participate, and shall, if applicable, waive any pre-existing
condition or limitation applicable to the addition of such employees to any
existing benefit plan of Purchaser. Purchaser shall cause Surviving
Corporation's employees to be offered the right to participate in
Purchaser's stock option plans and arrangements upon terms substantially
consistent with those offered to similarly situated employees of Purchaser
and its subsidiaries.

6.8. NO OTHER BIDS. The Company shall not, nor shall it authorize or
permit any Representative of the Company or any subsidiary to, directly or
indirectly (i) invite, solicit or encourage any inquiries or the making of any
proposal (an "Acquisition Proposal") which may reasonably be expected to lead to
any proposal or offer (including, without limitation, any proposal or offer to
holders of Shares) with respect to an acquisition, merger, consolidation or
similar transaction involving, or any purchase of all or a substantial part of
the assets of, the Company or any of its subsidiaries or any purchase of Shares
in excess of 20% or more of those outstanding or (ii) subject to fiduciary
obligations under applicable law as advised by counsel, participate in any
discussion or negotiations, or provide third parties with any information,
relating to any such inquiry or proposal. The Company shall promptly use
reasonable efforts to cause all reports, material, data and other written
information heretofore disseminated by it or on its behalf by any of its or its
subsidiaries' Representatives

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<PAGE>
in connection with any such inquiry or proposal to be promptly returned to it.
In the event that the Company receives any unsolicited Acquisition Proposal, the
Company shall immediately notify Purchaser of the receipt and principal terms of
such Acquisition Proposal.

6.9. TAKEOVER STATUTES. If Section 203 of the DGCL or any other takeover
statute ("Takeover Statute") are applicable to the transactions contemplated
hereby, the Company represents that it has and will grant such approvals and
take such actions as are necessary so that the transactions contemplated hereby
may be consummated as promptly as practicable on the terms contemplated hereby
and otherwise act to eliminate the effects of such Takeover Statute on the
transactions contemplated hereby.

6.10. AFFILIATES. Prior to the Effective Date, the Company shall deliver
to Purchaser a letter identifying all persons who are, at the time this
Agreement is submitted for approval to the stockholders of the Company, to the
Company's knowledge, "affiliates" of the Company for purposes of Rule 145 under
the Securities Act of 1933, as amended. The Company shall use all reasonable
efforts to cause each such person to deliver to Purchaser on or prior to the
Effective Date a written agreement, substantially in the form attached as
Exhibit E hereto.

6.11. FINANCING. Purchaser has received from Chemical Bank, a commitment
letter, dated March 3, 1994 (the "Commitment Letter"), confirming its
commitment, subject to the terms and conditions thereof, to provide all required
financing for the Cash Merger Consideration. A copy of the Commitment Letter has
been provided to the Company concurrently with the execution hereof. Purchaser
shall enter into the definitive credit agreements for the financing referred to
in the Commitment Letter within three weeks after the date of execution of this
Agreement by the Company.

ARTICLE VII
CONDITIONS

7.1. CONDITIONS TO OBLIGATIONS OF PURCHASER AND MERGER SUB. The respective
obligations of Purchaser and Merger Sub to consummate the Merger are subject to
the fulfillment of each of the following conditions, any or all of which may be
waived in whole or in part by Purchaser or Merger Sub, as the case may be, to
the extent permitted by applicable law:

(a) STOCKHOLDER APPROVAL. This Agreement shall have been duly approved
by the stockholders of Purchaser and the Company, in accordance with
applicable NASD rules, law and the Certificate of Incorporation and By-Laws
of Purchaser and the Company.

(b) GOVERNMENTAL AND REGULATORY CONSENTS. The waiting period
applicable to the consummation of the Merger under the HSR Act shall have
expired or been terminated and, except for the filings provided for in
Section 1.3, the Regulatory Filings and all other filings required to be
made prior to the Effective Time by the Company with, and all consents,
approvals and authorizations required to be obtained prior to the Effective
Time by Purchaser, Merger Sub or the Company from, governmental and
regulatory authorities in connection with the execution and delivery of this
Agreement by the Company and the consummation of the transactions
contemplated hereby by the Company, Purchaser and Merger Sub shall have been
made or obtained (as the case may be), in each case, upon terms which do not
require either material capital contributions to the Company or any of its
subsidiaries or the disposition of any significant part of their respective
businesses.

(c) LITIGATION. No court or governmental or regulatory authority of
competent jurisdiction shall have enacted, issued, promulgated, enforced or
entered any statute, rule, regulation, judgment, decree, injunction or other
order (whether temporary, preliminary or permanent) (collectively, an
"Order") which is in effect and materially reduces the benefits to be
derived by Purchaser from, or prohibits consummation of the transactions
contemplated by, this Agreement; provided that the Purchaser shall have used
reasonable efforts to obtain the removal of any Order.

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<PAGE>
(d) CONTINUING WARRANTIES; CERTIFICATE. Except for such inaccuracies
in the representations set forth in clauses (g), (i), (k), (l), (n), (q),
(s) and (u) of Section 5.1 which (individually or when aggregated with all
other inaccuracies and failures by the Company to perform its covenants
under this Agreement) do not materially adversely affect the value to
Purchaser of the Company and its subsidiaries (taken as a whole), the
representations and warranties of the Company contained in Section 5.1 shall
be true and correct in all material respects on and as of the Effective Time
as though made on and as of the Effective Time, except for changes
contemplated by this Agreement, and the Company shall have performed in all
material respects all of its obligations hereunder theretofore to be
performed, and Purchaser shall have received at the Effective Time a
certificate to the foregoing effect, dated the Effective Time, and executed
on behalf of the Company by an executive officer of the Company.

(e) CERTAIN AUTHORIZATIONS AND CONSENTS. All consents referred to in
Schedule 5.1(d)(ii) under Material Contracts shall have been obtained by the
Company (or, if such consent relates to indebtedness of the Company and such
consent has not been obtained, such indebtedness has been discharged),
except to the extent that the failure to obtain such consents, individually
and in the aggregate, would not be reasonably likely to have a material
adverse effect on the financial condition, cash flows, properties,
businesses, prospects or results of operations of the Surviving Corporation
and its subsidiaries taken as a whole after the Effective Time.

(f) FINANCING. Purchaser shall have received the financing proceeds
pursuant to, and on substantially the same terms and conditions as those
contained in, the Commitment Letter, and the final documentation of the
financing arrangements referred to in the Commitment Letter shall in all
respects be reasonably satisfactory in form and substance to Purchaser.

(g) DISSENTING STOCKHOLDERS. Either (i) Purchaser shall have received
the opinion of Young, Conaway, Stargatt & Taylor, Delaware counsel to
Purchaser, to the effect that holders of the outstanding Shares shall not
have been entitled to exercise appraisal rights pursuant to Section 262 of
the DGCL in connection with the Merger or (ii) holders of not more than 20%
of the outstanding Shares on a fully diluted basis shall have elected to
exercise appraisal rights pursuant to Section 262 of the DGCL and the
Company shall have taken all action with respect to the rights of Dissenting
Stockholders required of it pursuant to the DGCL.

(h) NO MATERIAL ADVERSE CHANGE. From and including the date hereof,
there shall not have occurred any event which has had or is reasonably
likely to have a material adverse effect on the financial condition, cash
flows, properties, businesses, prospects or results of operations of the
Company and its subsidiaries, taken as a whole.

(i) TAX OPINION. Purchaser shall have received the opinion of
O'Melveny & Myers, counsel to Purchaser, dated the Effective Date, to the
effect that the Merger will be treated for Federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Code, and that
the Company, Purchaser and Merger Sub will each be a party to that
reorganization within the meaning of Section 368(b) of the Code.

(j) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration
Statement shall have been declared effective under the Securities Act and no
stop order suspending the effectiveness of the Registration Statement shall
have been issued by the SEC.

7.2. CONDITIONS TO OBLIGATIONS OF THE COMPANY. The obligations of the
Company to consummate the Merger are subject to the fulfillment of each of the
following conditions, any or all of which may be waived in whole or in part by
the Company to the extent permitted by applicable law:

(a) STOCKHOLDER APPROVAL. This Agreement shall have been duly approved
by the stockholders of Purchaser and the Company in accordance with
applicable NASD rules, law and the Certificate of Incorporation and By-Laws
of Purchaser and the Company.

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<PAGE>
Effective Time by Purchaser and Merger Sub with, and all consents,
approvals, permits and authorizations required to be obtained prior to the
Effective Time by the Company, Purchaser or Merger Sub from, governmental
and regulatory authorities in connection with the execution and delivery of
this Agreement by Purchaser and Merger Sub and the consummation of the
transactions contemplated hereby by Purchaser, Merger Sub and the Company
shall have been made or obtained (as the case may be).

(c) ORDER. There shall be in effect no Order which prohibits
consummation of the transactions contemplated by this Agreement; PROVIDED,
HOWEVER, that the Company shall have used reasonable efforts to obtain the
removal of any Order.

(d) CONTINUING WARRANTIES; CERTIFICATE. Except for such inaccuracies
in the representations set forth in clauses (g), (i), (k), (l), (n), (q),
(r) and (t) of Section 5.2 which (individually or when aggregated with all
other inaccuracies and failures by Purchaser and Merger Sub to perform their
respective covenants under this Agreement) do not materially adversely
affect Purchaser and its subsidiaries taken as a whole, the representations
and warranties contained in Section 5.2 shall be true and correct in all
material respects on and as of the Effective Time as though made on and as
of the Effective Time, except for the changes contemplated by this
Agreement, and each of Purchaser and Merger Sub shall have performed in all
material respects all of its obligations hereunder theretofore to be
performed, and the Company shall have received at the Effective Time a
certificate to the foregoing effect, dated the Effective Time, and executed
on behalf of Purchaser and Merger Sub by an executive officer of Purchaser
and Merger Sub.

(e) NO MATERIAL ADVERSE CHANGE. From and including the date hereof,
there shall not have occurred any event which has had or is reasonably
likely to have a material adverse effect on the financial condition, cash
flows, properties, businesses, prospects or results of operations of
Purchaser and its subsidiaries, taken as a whole.

(f) TAX OPINION. The Company shall have received the opinion of Latham
& Watkins, counsel to the Company, dated the Effective Date, to the effect
that the Merger will be treated for Federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Code, and that
the Company, Purchaser and Merger Sub will each be a party to that
reorganization within the meaning of Section 368(b) of the Code.

(g) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration
Statement shall have been declared effective under the Securities Act and no
stop order suspending the effectiveness of the Registration Statement shall
have been issued by the SEC.

(h) LISTING. The Stock Consideration distributed in connection with
the Merger shall have been accepted upon notice of issuance for quotation on
the NASDAQ National Market System or for listing on the New York Stock
Exchange.

7.3 MATERIALITY LIMITS INAPPLICABLE. For purposes of Section 7.1(d) and
Section 7.2(d), whether or not the representations or warranties contained in
Sections 5.1(g), (i), (k), (l), (n), (q), (s) or (u) or 5.2(g), (i), (k), (l),
(n), (q), (r) or (t) are true and correct shall be determined without reference
to any materiality thresholds or similar qualifications set forth therein.

ARTICLE VIII
TERMINATION

8.1. TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated and
the Merger may be abandoned at any time prior to the Effective Time, before or
after the approval by holders of FHP Common Stock or the Shares, by the mutual
consent of Purchaser and the Company by action of their respective Boards of
Directors.

8.2. TERMINATION BY EITHER PURCHASER OR THE COMPANY. This Agreement may be
terminated and the Merger may be abandoned by action of the Board of Directors
of either Purchaser or the Company if (i) the Merger shall not have been
consummated by November 1, 1994 or (ii) the approval of

30
<PAGE>
stockholders required by Sections 7.1(a) and 7.2(a) shall not have been obtained
at meetings duly convened therefor by July 31, 1994; provided, in the case of a
termination pursuant to clause (i) above, the terminating party shall not have
materially breached its obligations hereunder in any manner that shall have
contributed materially to the occurrence of the event referred to in such
clause.

8.3. TERMINATION BY PURCHASER. This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time, before or after
the approval by holders of FHP Common Stock or holders of Shares, by action of
the Board of Directors of Purchaser, if (i) the Company shall have failed to
comply in any material respect with any of the material covenants or agreements
contained in this Agreement to be complied with or performed by the Company at
the time of such termination and such failure has not been cured within 10
business days of notice to the Company from Purchaser, (ii) any material
representation or warranty by the Company contained in this Agreement shall be
incorrect in any material respect when made, except for such inaccuracies in the
representations or warranties set forth in clauses (g), (i), (k), (l), (n), (q),
(s) and (u) of Section 5.1 which (individually or when aggregated with all other
inaccuracies and failures by the Company to perform its covenants under this
Agreement) do not materially adversely affect the value to Purchaser of the
Company and its subsidiaries (taken as a whole), (iii) the Board of Directors of
the Company (or a committee thereof) shall have withdrawn or modified in a
manner adverse to Purchaser or Merger Sub its approval or recommendation of this
Agreement or the Merger or (iv) the Company shall have breached its obligations
under Section 6.8.

8.4. TERMINATION BY THE COMPANY. This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time, before or after
the approval by holders of Shares or holders of FHP Common Stock, by action of
the Board of Directors of the Company, if (i) Purchaser or Merger Sub shall have
failed to comply in any material respect with any of the material covenants or
agreements contained in this Agreement to be complied with or performed by
Purchaser or Merger Sub at the time of such termination and such failure has not
been cured within 10 business days of notice to Purchaser from the Company, (ii)
any material representation or warranty by Purchaser or Merger Sub contained in
this Agreement shall be incorrect in any material respect when made, except for
such inaccuracies in the representations or warranties set forth in clauses (g),
(i), (k), (l), (n), (q), (r) and (t) of Section 5.2 which (individually or when
aggregated with all other inaccuracies and failures by Purchaser and Merger Sub
to perform their respective covenants under this Agreement) do not materially
adversely affect Purchaser and its subsidiaries, taken as a whole, (iii)
Purchaser has not entered into the definitive credit agreements referred to in
Section 6.11 within the time period set forth in such section, or (iv) the Board
of Directors of the Company determines that it will not recommend approval of
the Merger by the stockholders of the Company, or such recommendation is
withdrawn, by reason of the receipt of an Acquisition Proposal; provided,
however, that before making such determination the Company shall have first
given Purchaser a reasonable opportunity to modify the terms of the Merger to
respond to the terms of the Acquisition Proposal.

8.5. EFFECT OF TERMINATION AND ABANDONMENT. In the event of termination of
this Agreement and abandonment of the Merger pursuant to this Article VIII, no
party hereto (or any of its affiliates, directors or officers) shall have any
liability or further obligation to any other party to this Agreement, except
that nothing herein shall relieve any party from liability for any willful
breach of any covenant or agreement contained in this Agreement; PROVIDED,
HOWEVER, that

31
<PAGE>
Request Date, in addition to such other remedies as are available to
Purchaser for such breach by the Company, said fee shall bear interest at
the rate of 10% per annum (or the maximum rate allowable by law, whichever
is lower) from the Purchaser Request Date until such fee is paid. The
Company acknowledges that the agreements contained in this paragraph (a) are
an integral part of the transactions contemplated by this Agreement, and
that, without these agreements, Purchaser and Merger Sub would not enter
into this Agreement; accordingly, if the Company fails to promptly pay the
amount due pursuant to this proviso, and, in order to obtain such payment,
Purchaser or Merger Sub commences a suit which results in a judgment against
the Company for the fee set forth in this proviso, the Company shall pay to
Purchaser or Merger Sub its costs and expenses (including attorneys' fees)
in connection with such suit. Purchaser agrees that receipt of the fee (and,
if applicable, interest thereon and/or costs and expenses of suit)
contemplated by this paragraph (a) shall be its sole remedy for the
occurrence of the circumstances described in clauses (i) (other than any
willful breaches of any covenant or agreement set forth in this Agreement),
(ii) or (iii) of the proviso set forth in the first sentence of this Section
8.5(a).

(b) Subject to the last two sentences of this Section 8.5(b), if (i) the
Company terminates this Agreement pursuant to Section 8.4(i) or (ii), (ii)
the Merger is not consummated solely by reason of the failure to have
satisfied the condition set forth in Section 7.1(f) or (iii) the condition
set forth in Section 7.1(a) with respect to the stockholders of Purchaser
shall not have been satisfied at the stockholders meeting of Purchaser
referred to in Section 6.3, then Purchaser shall, promptly following such
event (but in no event later than two days after request therefore by the
Company (the "Company Request Date")), pay to the Company a fee of
$21,400,000, which amount shall be payable in same day funds.
Notwithstanding the preceding sentence, no payment shall be made (or
required) under this Section 8.5(b) if such payment would be unlawful, would
violate (or would cause or arise out of any violation of) any fiduciary duty
of the Purchaser's directors, or would expose the Purchaser's directors to
personal liability arising out of, or in connection with, any such payment
or the agreements set forth in this Section 8.5(b). Nothing in this Section
8.5(b) shall be construed to require any director of Purchaser to breach his
or her fiduciary duties. If Purchaser does not make the payment otherwise
required by this Section 8.5(b) on the basis of the preceeding two sentences
and a court of competent jurisdiction subsequently determines that such
payment would not be unlawful, would not violate (or cause or arise out of
any violation of) any fiduciary duty of the Purchaser's directors, and would
not expose the Purchaser's directors to personal liability arising out of,
or in connection with, such payment or the agreements set forth in this
Section 8.5(b), Purchaser shall, in addition to paying the fee described
above, (i) pay to the Company interest on such fee at the rate of 10% per
annum (or the maximum rate allowable by law, whichever is lower) from the
Company Request Date until such date of payment and (ii) reimburse the
Company for all reasonable expenses (including reasonable attorney's fees)
incurred by the Company in obtaining such judicial determination. The
payments contemplated by this Section 8.5(b), if received in whole or in
part by the Company, shall be deemed the Company's sole remedy for the
occurrence of the circumstances described in clauses (i) (other than any
willful breaches of any covenant or agreement set forth in this Agreement),
(ii) or (iii) of the first sentence of this Section 8.5(b).

ARTICLE IX
MISCELLANEOUS AND GENERAL

9.1. PAYMENT OF EXPENSES. Subject to Section 8.5, if the Merger shall not
be consummated, each party hereto shall pay its own expenses incident to
preparing for, entering into and carrying out this Agreement and the
consummation of the Merger. If the Merger is consummated, all expenses shall be
paid by Purchaser.

32
<PAGE>
Section 8.5 shall survive the termination of this Agreement. All other
representations, warranties, agreements and covenants in this Agreement shall
not survive the consummation of the Merger or the termination of this Agreement
and thereafter neither the Company nor Purchaser nor Merger Sub nor any
affiliate, officer, director, employee or shareholder of any of them shall be
under any liability whatsoever with respect to any such agreement, covenant,
representation or warranty.

9.3. MODIFICATION OR AMENDMENT. Subject to the applicable provisions of
the DGCL, at any time prior to the Effective Time, the parties hereto may (i)
extend the time for the performance of any of the obligations or other acts of
the other parties hereto, (ii) waive any inaccuracies in the representations and
warranties contained herein or in any document delivered pursuant hereto, (iii)
waive compliance with any of the agreements contained herein and (iv) subject to
the last sentence of this Section 9.3, amend this Agreement. Any agreement on
the part of a party hereto to any such extension, waiver or amendment shall be
valid only if set forth in a written instrument signed on behalf of such party.
After the Effective Time, none of the Sections listed in the first sentence of
Section 9.2 may be amended.

9.4. WAIVER OF CONDITIONS. The conditions to each of the parties'
obligations to consummate the Merger are for the sole benefit of such party and
may be waived by such party in whole or in part to the extent permitted by
applicable law.

9.5. COUNTERPARTS. For the convenience of the parties hereto, this
Agreement may be executed in any number of counterparts, each such counterpart
being deemed to be an original instrument, and all such counterparts shall
together constitute the same agreement.

9.6. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without giving
effect to conflicts of law principles.

9.7. NOTICES. Any notice, request, instruction or other document to be
given hereunder by any party to the others shall be in writing and delivered
personally or sent by registered or certified mail, postage prepaid, addressed
to such party at the following address:

IF TO PURCHASER OR MERGER SUB:

FHP International Corporation
9900 Talbert Avenue
Fountain Valley, California 92708
Attention: Michael J. Weinstock, Esq., General Counsel
Telecopier: (714) 378-5049

with a copy to:

C. James Levin, Esq.
O'Melveny & Myers
400 South Hope Street
Los Angeles, California 90071-2899
Telecopier: (213) 669-6407

IF TO THE COMPANY:

Takecare, Inc.
2300 Clayton Road
Suite 1000
Concord, CA 94520
Attention: R. Judd Jessup, President
Telecopier: (510) 246-1494

33
<PAGE>
with a copy to:

Peter F. Kerman, Esq.
Latham & Watkins
505 Montgomery Street
Suite 1900
San Francisco, CA 94111
Telecopier: (415) 395-8095

or to such other persons or addresses as may be designated in writing by the
party to receive such notice.

9.8. ENTIRE AGREEMENT, ETC. This Agreement (including all schedules and
any exhibits or annexes hereto) and the Confidentiality Letter (a) constitute
the entire agreement, and supersede all other prior agreements, understandings,
representations and warranties, both written and oral, among the parties, with
respect to the subject matter hereof, including, without limitation, the letter
agreement, dated January 9, 1994, between Purchaser and the Company, which after
the date hereof shall be of no further force or effect, and (b) shall not be
assignable by operation of law or otherwise and, subject to Section 9.9, are not
intended to create any obligations to, or rights in respect of, any persons
other than the parties hereto; PROVIDED, HOWEVER, that Purchaser may designate,
by written notice to the Company, another wholly-owned direct subsidiary to be a
party to the Merger in lieu of Merger Sub, in the event of which, all references
herein to Merger Sub shall be deemed references to such other subsidiary except
that all representations and warranties made herein with respect to Merger Sub
as of the date of this Agreement shall be deemed representations and warranties
made with respect to such other subsidiary as of the date of such designation.
If this Agreement is terminated, the Confidentiality Letter shall remain in full
force and effect to the extent and in accordance with its terms.

9.9. PARTIES IN INTEREST. Nothing in this Agreement, express or implied,
is intended to confer upon any person other than the parties hereto any rights
or remedies under or by reason of this Agreement; provided, however, that the
two directors referred to in Section 3.2 shall be entitled to the benefits of
such section and the Indemnified Parties shall be entitled to the benefits of
Section 6.7(c).

9.10. DEFINITION OF "SUBSIDIARY." When a reference is made in this
Agreement to a subsidiary of a party, the word "subsidiary" means any
corporation or other organization whether incorporated or unincorporated of
which at least a majority of the securities or interests having by the terms
thereof ordinary voting power to elect at least a majority of the board of
directors or others performing similar functions with respect to such
corporation or other organization is directly or indirectly owned or controlled
by such party or by any one or more of its subsidiaries, or by such party and
one or more of its subsidiaries.

9.11. OBLIGATION OF PURCHASER. Whenever this Agreement requires Merger Sub
to take any action, such requirement shall be deemed to include an undertaking
on the part of Purchaser to cause Merger Sub to take such action.

9.12. CAPTIONS. The Article, Section and paragraph captions herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.

34
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of the parties hereto on the date first hereinabove
written.

FHP INTERNATIONAL CORPORATION

By:___/s/ WESTCOTT W. PRICE III_______
Name:_Westcott W. Price III___________
Title: President

ATTEST:

By:___/s/_MICHAEL J. WEINSTOCK________
Name: Michael J. Weinstock
Title: Secretary

FHP SUB, INC.

By:___/s/_WESTCOTT W. PRICE III_______
Name: Westcott W. Price, III
Title: President

ATTEST:

By:___/s/_MICHAEL J. WEINSTOCK________
Name: Michael J. Weinstock
Title: Secretary

TAKECARE, INC.

By:___/s/_R. JUDD JESSUP______________
Name: R. Judd Jessup
Title: President

ATTEST:

By:___/s/_DENNIS GATES________________
Name: Dennis Gates____________________
Title: Secretary

35
<PAGE>
EXHIBIT A
CERTIFICATE OF MERGER
OF
TAKECARE, INC.
A DELAWARE CORPORATION
INTO
FHP SUB, INC.
A DELAWARE CORPORATION

PURSUANT TO SECTION 251 OF THE
DELAWARE GENERAL CORPORATION LAW

Pursuant to the provisions of Section 251(c) of the Delaware General
Corporation Law, FHP Sub, Inc., a Delaware corporation (the "Company"),
certifies the following:

FIRST: The names of the constituent corporations and their respective states
of incorporation are:

<TABLE>
<CAPTION>
NAME OF CORPORATION STATE
- ---------------------------------- -----------
<S> <C>
FHP Sub, Inc. Delaware
TakeCare, Inc. Delaware
</TABLE>

SECOND: An Agreement and Plan of Merger, dated as of January , 1994 (the
"Agreement"), among TakeCare, Inc., a Delaware corporation ("TC"), FHP
International Corporation, a Delaware corporation and the sole stockholder of
the Company ("FHP"), and the Company providing for the merger of TC with and
into the Company, with the Company as the surviving corporation, has been
approved, adopted, certified, executed and acknowledged by each of the above
constituent corporations in accordance with and in the manner provided in
Section 251 of the Delaware General Corporation Law.

THIRD: The surviving corporation in the merger is FHP Sub, Inc.; provided
that such corporation shall change its name to "TakeCare, Inc." pursuant to the
Agreement.

FOURTH: The Certificate of Incorporation of the Company shall be the
Certificate of Incorporation of the surviving corporation, except that the name
of such corporation shall be changed to "TakeCare, Inc." and Article FIRST shall
be amended to state in its entirety as follows:

"The name of the corporation is TakeCare, Inc. (hereinafter called the
"Corporation")."

FIFTH: The executed Agreement is on file at the principal place of business
of the Company at 9900 Talbert Avenue, Fountain Valley, California 92708.

SIXTH: A copy of the Agreement will be furnished by the Company on request
and without cost to any stockholder of either of the above constituent
corporations.

Dated: , 1994.

FHP SUB, INC.

______________________________________
Westcott W. Price, III
President

ATTESTED By: ______________________________________
Michael J. Weinstock
Secretary

A-1
<PAGE>
EXHIBIT B
RULE 145 LEGEND

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN A TRANSACTION
TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
APPLIES AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH THE
REQUIREMENTS OF RULE 145 OR PURSUANT TO A REGISTRATION STATEMENT UNDER THAT ACT
OR AN EXEMPTION FROM SUCH REGISTRATION.

B-1
<PAGE>
EXHIBIT C
CERTIFICATE OF DESIGNATION FOR
CONVERTIBLE MERGER PREFERRED STOCK

Included as Exhibit B to Joint Proxy Statement

C-1
<PAGE>
EXHIBIT D
CERTIFICATE OF DESIGNATION FOR
NON-CONVERTIBLE MERGER PREFERRED STOCK

Included as Exhibit C to Joint Proxy Statement

D-1
<PAGE>
EXHIBIT E
FORM OF AFFILIATE AGREEMENT

, 1994

FHP International Corporation
9900 Talbert Avenue
Fountain Valley, California 92728
Attention: Michael J. Weinstock, Esq.

Dear Sirs:

I have been advised that as of the date hereof I may be deemed to be or have
been an "affiliate" of TakeCare, Inc., a Delaware corporation (the "Company"),
as that term is defined for purposes of Rule 145 under the Securities Act of
1933, as amended (the "Securities Act"). An Agreement and Plan of Merger, dated
as of January , 1994 (the "Agreement"), has been entered into among FHP
International Corporation, a Delaware corporation ("Purchaser"), FHP Sub, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Purchaser ("Merger
Sub"), and the Company. The Agreement provides, among other things, for the
merger of the Company with and into Merger Sub (the "Merger"), and, in
accordance therewith, the shares of Common Stock, par value $.10 per share, of
the Company (the "Company Shares") owned by me at the Effective Time (as defined
in the Agreement) shall be converted into the Merger Consideration (as defined
in the Agreement) on the terms set forth in the Agreement. All shares of FHP
capital stock issued as part of the Merger Consideration (together with any
shares of FHP capital stock issuable upon conversion of such shares) are
hereinafter referred to as the "Purchaser Shares."

With respect to the Purchaser Shares to be received by me, I represent,
warrant, understand and agree as follows:

1. I have been advised that the issuance of the Purchaser Shares to me
pursuant to the Agreement will have been registered with the Securities and
Exchange Commission (the "Commission") under the Securities Act on a
Registration Statement on Form S-4. However, I have also been advised that any
offer, sale, transfer or disposition by me of any of the Purchaser Shares
(including shares of the Company which after the Merger will evidence only the
right to receive the Merger Consideration) may, under current law, be made only
in accordance with the provisions of Rule 145 under the Securities Act, pursuant
to an effective registration statement under the Securities Act or pursuant to
an exemption provided thereunder. I understand that the provisions of Rule 145
restrict my sales during the two-year period after the Effective Time, but will
permit sales, in general, while Purchaser is subject to the requirements to
file, and is filing, periodic reports under Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), only in "brokers'
transactions" within the meaning of Section 4(4) of the Securities Act and
paragraph (g) of Rule 144 thereunder or transactions directly with a "market
maker", as defined in Section 3(a)(38) of the Exchange Act, where the aggregate
number of Purchaser Shares sold at any time, together with all sales of
restricted Purchaser Shares sold for my account during the preceding three-month
period, does not exceed the greater of (i) one percent of the Purchaser Shares
outstanding or (ii) the average weekly volume of trading in Purchaser Shares on
all national securities exchanges and/or reported through the automated
quotation system of a registered securities association during the four-week
period preceding any such sale.

E-1
<PAGE>
Securities Act. In the event of a sale or other disposition pursuant to Rule
145, I will supply satisfactory evidence of compliance with such Rule to
Purchaser. I hereby further represent and warrant to Purchaser that I have no
plan or intention to sell, exchange or otherwise dispose of any of the Purchaser
Shares to be received by me in connection with the Merger.

3. I have carefully read this letter and the Agreement and have discussed
their requirements and other applicable limitations upon the offer, sale,
transfer or other disposition of the Purchaser Shares to be acquired by me in
the Merger, to the extent I felt necessary, with my counsel or counsel for the
Company.

4. I understand that Purchaser is under no obligation to register the
offer, sale, transfer or other disposition of the Purchaser Shares by me or on
my behalf or to take any other action necessary in order to make compliance with
an exemption from registration available.

5. I understand and agree that stop transfer instructions may be given to
Purchaser's transfer agents with respect to Purchaser Shares and that there may
be placed on the certificates for such shares, and any certificates issued in
exchange or substitution therefor, a legend to the following effect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN A
TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, APPLIES AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED
IN COMPLIANCE WITH THE REQUIREMENTS OF RULE 145 OR PURSUANT TO A
REGISTRATION STATEMENT UNDER THAT ACT OR AN EXEMPTION FROM SUCH
REGISTRATION.

6. I understand that other rules under the Securities Act would become
applicable to any sale, transfer or other disposition of Purchaser Shares if I
were to become an affiliate of Purchaser within the meaning of the Securities
Act.

7. I have been offered registration rights pursuant to a registration
rights agreement with Purchaser in a form mutually agreed upon by Purchaser and
the Company.

Very truly yours,

______________________________________

Accepted this day
of , 1994

FHP International Corporation

By:___________________________________

E-2
<PAGE>
EXHIBIT B
FORM OF CERTIFICATE OF DESIGNATION FOR
CONVERTIBLE MERGER PREFERRED STOCK

FHP International Corporation, a Delaware corporation (the "Company"),
pursuant to Section 151 of the General Corporation Law of the State of Delaware
does hereby make this Certificate of Designation of Powers, Preferences and
Rights (this "Certificate of Designation") and does hereby state and certify
that pursuant to the authority expressly vested in the Board of Directors of the
Company (the "Board") by the Certificate of Incorporation of the Company (the
"Certificate of Incorporation"), the Board duly adopted the following
resolutions:

RESOLVED, that pursuant to Article IV of the Certificate of Incorporation
(which authorizes [ ] shares of preferred stock, $0.05 par value per
share), the Board hereby fixes the designation, powers and preferences, and the
relative participating, optional and other special rights, and the
qualifications, limitations and restrictions thereof, of a series of preferred
stock designated as "Series A Cumulative Convertible Preferred Stock."

RESOLVED, that each share of this series of preferred stock shall rank
equally in all respects and shall be subject to the following provisions:

SECTION 1. DESIGNATION, RANK. This series of preferred stock shall be
designated the "Series A Cumulative Convertible Preferred Stock," with a par
value of $0.05 per share (the "Convertible Preferred Stock"). The Convertible
Preferred Stock will rank, with respect to dividend rights and rights on
liquidation, winding-up and dissolution, (i) senior to all classes of common
stock of the Company, as they exist on the date hereof or as such stock may be
constituted from time to time (the "Common Stock"), and each other class of
capital stock or series of preferred stock established by the Board to the
extent the terms of such stock do not expressly provide that it ranks senior to
or on a parity with the Convertible Preferred Stock as to dividend rights and
rights on liquidation, winding-up and dissolution (collectively, together with
the Common Stock, the "Junior Securities"); (ii) on a parity with the Series B
Adjustable Rate Cumulative Preferred Stock and each other class of capital stock
or series of preferred stock issued by the Company established by the Board to
the extent the terms of such stock expressly provide that it will rank on a
parity with the Convertible Preferred Stock as to dividend rights and rights on
liquidation, winding-up and dissolution (collectively, the "Parity Securities");
and (iii) junior to each other class of capital stock or series of preferred
stock established by the Board to the extent the terms of such stock expressly
provide that it will rank senior to the Convertible Preferred Stock as to
dividend rights and rights on liquidation, winding-up and dissolution
(collectively, the "Senior Securities").

SECTION 2. AUTHORIZED NUMBER. The authorized number of shares constituting
the Convertible Preferred Stock shall be 20,000,000 shares.

(1) To be fixed by the Company's Board or the Executive Committee thereof
at Closing; PROVIDED that the Company shall have received opinions of each of
Kidder, Peabody & Co. Incorporated, as financial adviser to TakeCare, Inc., and
Smith Barney Shearson Inc., as financial adviser to the Company, to the effect
that in each such firm's good faith judgment, the Convertible Preferred Stock
would be expected to trade, on the date the dividend rate is fixed, at
approximately 100% of the Stated Value thereof on a fully distributed basis.
Notwithstanding the foregoing, if such firms do not agree that the dividend rate
proposed to be adopted would cause the Convertible Preferred Stock to so trade,
then prior to the required date of fixing, such firms shall select a third
nationally recognized investment banking firm to advise the Board or the
Executive Committee thereof as to the dividend rate which, in such third firm's
judgment, would cause the Convertible Preferred Stock to so trade. The dividend
rate fixed by the Board or the Executive Committee thereof in accordance with
such firms', or such third firm's, judgment shall be conclusive. In no event,
however, shall the dividend rate on the Convertible Preferred Stock be less than
4.7% per annum or greater than 5.0% per annum.

B-1
<PAGE>
[ ], of each year, commencing [ ], 1994. Each dividend
will be payable to holders of record as they appear on the books of the Company
at the close of business on a record date, not more than 60 nor less than 15
days before the payment date, fixed by the Board. Dividends will be cumulative
from the date of original issuance of the Convertible Preferred Stock. Dividends
for each full dividend period will be computed by dividing the annual dividend
rate by four. Dividends payable for any period less than a full dividend period
will be computed on the basis of a 360-day year consisting of twelve 30-day
months. The Convertible Preferred Stock will not be entitled to any dividends,
whether payable in cash, property or stock, in excess of full cumulative
dividends. No interest, or sum of money in lieu of interest, will be payable in
respect of any accrued and unpaid dividends.

No full dividends may be declared or paid or funds set apart for the payment
of dividends on any Parity Securities (except dividends on Parity Securities
paid in shares of Junior Securities) for any period unless full cumulative
dividends to be paid hereunder prior to the date thereof shall have been paid or
set apart for such payment on the Convertible Preferred Stock. If full dividends
are not so paid, the Convertible Preferred Stock shall share dividends pro rata
with the Parity Securities according to the amount of dividends due and payable
with respect to each. No dividends may be paid or set apart for such payment on
Junior Securities (except dividends on Junior Securities paid in additional
shares of Junior Securities), and no Convertible Preferred Stock, Parity
Securities or Junior Securities may be repurchased, redeemed or otherwise
retired nor may funds be set apart for payment with respect thereto, nor shall
the Company permit any corporation or entity directly or indirectly controlled
by the Company to purchase any Convertible Preferred Stock, Parity Securities or
Junior Securities, if full cumulative dividends to be paid hereunder prior to
the date thereof have not been paid on the Convertible Preferred Stock.
Notwithstanding the foregoing, the Company may (i) make redemptions, purchases
or other acquisitions of Convertible Preferred Stock, Parity Securities or
Junior Securities payable in Junior Securities or repurchases of Convertible
Preferred Stock, Parity Securities or Junior Securities in the ordinary course
of business pursuant to the terms of any current or future employee stock
incentive plan or similar plan adopted by the Board and (ii) make redemptions of
Rights (as defined in Section 6 below) distributed pursuant to the Rights
Agreement (as defined in Section 6 below).

SECTION 4. LIQUIDATION RIGHTS. The Stated Value of each share of
Convertible Preferred Stock shall be $25.00. In the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company, after
satisfaction of the claims of creditors and before any payment or distribution
of assets is made on any Junior Securities, including, without limitation, the
Common Stock, (i) the holders of Convertible Preferred Stock shall receive a
liquidation preference equal to the Stated Value of their shares, and shall be
entitled to receive an amount equal to all accrued and unpaid dividends through
the date of distribution (whether or not declared), and (ii) the holders of any
Parity Securities shall be entitled to receive an amount equal to the full
respective liquidation preferences (including any premium) to which they are
entitled and shall receive an amount equal to all accrued and unpaid dividends
with respect to their respective shares through and including the date of
distribution (whether or not declared). If, upon such a voluntary or involuntary
liquidation, dissolution or winding-up of the Company, the assets of the Company
are insufficient to pay in full the amounts described above as payable with
respect to the Convertible Preferred Stock and any Parity Securities, the
holders of the Convertible Preferred Stock and such Parity Securities will share
ratably in any distribution of assets of the Company, first in proportion to
their respective liquidation preferences until such preferences are paid in
full, and then in proportion to their respective amounts of accrued but unpaid
dividends. After payment of any such liquidation preference and accrued but
unpaid dividends, the Convertible Preferred Stock will not be entitled to any
further participation in any distribution of assets by the Company. Neither the
sale or transfer of all or any part of the assets of the Company, nor the merger
or consolidation of the Company into or with any other corporation or a merger
of any other corporation with or into the Company, will be deemed to be a
liquidation, dissolution or winding-up of the Company.

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<PAGE>
SECTION 5. VOTING RIGHTS.

(a) Except as provided below or as may be required by Delaware law or
provided by the resolution creating any other series of preferred stock, the
holders of Convertible Preferred Stock will not be entitled to vote. So long
as any shares of Convertible Preferred Stock are outstanding, the vote or
consent of the holders of 6 2/3% of the outstanding shares of Convertible
Preferred Stock, voting together as a single class, shall be necessary to
(i) increase or decrease the par value of the shares of Convertible
Preferred Stock or (ii) alter or change the powers, preferences, or special
rights of the shares of Convertible Preferred Stock so as to affect them
adversely or (iii) authorize or issue any additional class or series of
Parity Securities (other than the Series B Adjustable Rate Cumulative
Preferred Stock) or Senior Securities, or any security convertible into
Parity Securities or Senior Securities.

(b) (i) In the event that any accrued dividends (whether or not
declared) on the Convertible Preferred Stock shall not have been paid in an
aggregate amount equal to or greater than six quarterly dividends, the
maximum authorized number of directors of the Company will be automatically
increased by two, and holders of Convertible Preferred Stock shall be
entitled to vote their shares of Convertible Preferred Stock, together with
the holders of any Parity Securities upon which like voting rights have been
conferred and are exercisable (the "Voting Parity Securities"), in
accordance with the procedures set forth below, to elect, as a class, an
additional two directors. So long as any shares of Convertible Preferred
Stock shall be outstanding, the holders of Convertible Preferred Stock shall
retain the right to vote and elect, with the holders of such Voting Parity
Securities, as a class, two directors until all accrued but unpaid dividends
on the Convertible Preferred Stock are paid in full or declared and set
aside for payment. The period during which holders of Convertible Preferred
Stock retain such right is referred to as a "Default Period".

(ii) So long as any shares of Convertible Preferred Stock shall be
outstanding, during any Default Period, the voting right described in
subsection (i) above may be exercised initially at a special meeting
called pursuant to subsection (iii) below or at any annual meeting of
stockholders. The absence of a quorum of holders of Common Stock (or any
class thereof) shall not affect the exercise of such voting rights by the
holders of Convertible Preferred Stock and Voting Parity Securities.
Holders of Convertible Preferred Stock and Voting Parity Securities shall
be entitled, as among the class of holders of Convertible Preferred Stock
and Voting Parity Securities, to one vote for each $25.00 of liquidation
preference represented by the shares so held.

(iii) Unless the holders of Convertible Preferred Stock and Voting
Parity Securities, if any are then outstanding, have, during an existing
Default Period, previously exercised their right to elect directors, the
Board may, and upon the request of the holders of record of not less than
10% of the aggregate liquidation preference of Convertible Preferred
Stock and Voting Parity Securities, the Board shall, order the calling of
a special meeting of holders ofConvertible Preferred Stock and Voting
Parity Securities, if any are then outstanding, which meeting shall
thereupon be called by the President, a Vice President or the Secretary
of the Company. Notice of such meeting and of any annual meeting at which
holders of Convertible Preferred Stock and Voting Parity Securities are
entitled to vote pursuant to this subsection (iii) shall be given to each
holder of record of Convertible Preferred Stock by mailing a copy of such
notice to such holder at such holder's last address as it appears on the
books of the Company. Such meeting shall be called for a date not later
than 90 days after such order or request, or, in default of the calling
of such meeting within 90 days after such order or request, such meeting
may be called on similar notice by any stockholder or stockholders owning
in the aggregate not less than 10% of the aggregate liquidation
preference of the Convertible Preferred Stock and Voting Parity
Securities. Notwithstanding the provisions of this subsection (iii), the
Company shall not be required to call such a special meeting if such
request is received less than 120 days before the date fixed for the next
ensuing annual

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<PAGE>
meeting of stockholders of the Company, at which meeting such newly
created directorships shall be filled by vote of the holders of
Convertible Preferred Stock and Voting Parity Securities.

(iv) During any Default Period, the holders of Common Stock, and other
classes of stock of the Company, if applicable, shall continue to be
entitled to elect all of the directors unless and until the holders of
Convertible Preferred Stock and Voting Parity Securities shall have
exercised their right to elect two directors voting as a class. After the
exercise of this right (x) the directors so elected by the holders of
Convertible Preferred Stock and Voting Parity Securities shall continue
in office until the earlier of (A) such time as their successors shall
have been elected by such holders and (B) the expiration of the Default
Period, and (y) any vacancy in the Board with respect to a directorship
to be elected pursuant to this Section by the holders of Convertible
Preferred Stock and Voting Parity Securities may be filled by vote of the
remaining director previously elected by such holders. References in this
subsection (b) to directors elected by the holders of a particular class
of stock shall include directors elected by such directors to fill
vacancies as provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a Default Period, (x) the
right of the holders of Convertible Preferred Stock to elect directors
pursuant to this Section shall cease, (y) the term of any directors
elected by the holders of Convertible Preferred Stock and Voting Parity
Securities pursuant to this Section shall terminate, and (z) the number
of directors shall be such number as may be provided for in the
Certificate of Incorporation or bylaws irrespective of any increase made
pursuant to subsection (i) of this subsection (b) (such number being
subject, however, to subsequent change in any manner provided by law or
in the Certificate of Incorporation or bylaws).

SECTION 6. CONVERSION.

(a) RIGHT TO CONVERT. Each share of Convertible Preferred Stock will
be convertible (the rights to convert described in this subsection (a) are
referred to as the "Conversion Rights") at any time after
[ (2)], 1994, at the option of the holder thereof, into such
number of fully paid and non-assessable shares of Common Stock (together
with any Rights (as defined in subsection (b)(iii) below) associated
therewith) as is equal to (A) the sum of the Stated Value of the Convertible
Preferred Stock plus accrued but unpaid dividends in arrears thereon to
which the holder converting such shares is entitled, divided by (B) the
Conversion Price then in effect. The initial "Conversion Price" for the
Convertible Preferred Stock shall be $[35.96(3)] and shall be subject to
adjustment as described below. The holders of Convertible Preferred Stock at
the close of business on a dividend payment record date shall be entitled to
receive the dividend payable on such shares on the corresponding dividend
payment date notwithstanding the conversion of such Convertible Preferred
Stock or the Company's default on payment of the dividend due on such
dividend payment date. However, shares of Convertible Preferred Stock
surrendered for conversion during the period from the close of business on
any record date for the payment of dividends on such shares to the opening
of business on the corresponding dividend payment date (except shares called
for redemption to occur during the period from the record date to the close
of business on the payment date pursuant to Section 7 below) must be
accompanied by payment of an amount equal to the dividend payable on such
shares on such dividend payment date. A holder of Convertible Preferred
Stock on a dividend payment record date who (or whose transferee) tenders
shares of Convertible Preferred Stock on a dividend payment date will be
entitled to receive the dividend payable on such shares by the Company on
such date, and such converting holder need not include payment in the amount
of such dividend upon surrender of shares of Convertible Preferred Stock for
conversion. Except as provided above, no payment or adjustment
- ------------------------

(2) A date six months from the closing.

(3) Subject to proportional adjustment if the price of the Company's common
stock declines below $29 (down to $25).

B-4
<PAGE>
will be made on account of accrued or unpaid dividends upon the conversion
of shares of Convertible Preferred Stock. Shares of Convertible Preferred
Stock called for redemption will not be convertible after the close of
business on the day preceding the date fixed for redemption, unless the
Company defaults in payment of the redemption price.

(b) ANTI-DILUTION PROVISIONS. The Conversion Price is subject to
adjustment after the issuance of the Convertible Preferred Stock from time
to time as follows:

(i) In case the Company shall (1) pay a dividend or make a
distribution on Common Stock in shares of Common Stock, (2) subdivide its
outstanding shares of Common Stock into a greater number of shares or (3)
combine its outstanding shares of Common Stock into a smaller number of
shares, the Conversion Price in effect immediately prior to such action
shall be adjusted so that the holder of any Convertible Preferred Stock
thereafter surrendered for conversion shall be entitled to receive the
number of shares of Common Stock which such holder would have been
entitled to receive immediately following such action had the holder's
Convertible Preferred Stock been converted immediately prior thereto. An
adjustment made pursuant to this subsection (i) shall become effective
immediately (except as provided in subsection (vi) below) after the
record date in the case of a dividend or distribution and shall become
effective immediately after the effective date in the case of a
subdivision or combination.

(ii) In case the Company shall issue rights, options or warrants to
all holders of its outstanding shares of Common Stock entitling them, for
a period expiring within 45 days after the record date mentioned below,
to subscribe for or purchase shares of Common Stock at a price per share
less than the Current Market Price per share (as defined in subsection
(v) below) of the Common Stock on the record date mentioned below, then
the Conversion Price in effect immediately prior thereto shall be
adjusted so that it shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the date of issuance of
such rights, options or warrants by a fraction of which

(1) the numerator shall be the sum of (A) the number of shares of
Common Stock outstanding on the date of issuance of such rights,
options or warrants immediately prior to such issuance plus (B) the
number of shares of Common Stock which the aggregate offering price
of the total number of shares so offered would purchase at such
Current Market Price (determined by multiplying such total number of
shares offered for subscription or purchase by the sum of the
exercise price of such rights, options or warrants plus the value of
any consideration per share paid to the Company for such rights,
options or warrants and dividing the product so obtained by such
Current Market Price), and

(2) the denominator shall be the sum of (A) the number of shares
of Common Stock outstanding on the date of issuance of such rights,
options or warrants immediately prior to such issuance plus (B) the
number of additional shares of Common Stock which are so offered for
subscription or purchase.

Such adjustment shall be made successively whenever any rights,
options or warrants are issued, and shall become effective immediately
(except as provided in subsection (vi) below) after the record date for
the determination of stockholders entitled to receive such rights,
options or warrants; PROVIDED, HOWEVER, in the event that all the shares
of Common Stock offered for subscription or purchase are not delivered
upon the exercise of such rights, options or warrants, upon the
expiration of such rights, options or warrants the Conversion Price shall
be readjusted to the Conversion Price which would have been in effect had
the numerator and the denominator of the foregoing fraction and the
resulting adjustment been made based upon the number of shares of Common
Stock actually delivered upon the exercise of such rights, options or
warrants rather than upon the number of shares of

B-5
<PAGE>
Common Stock offered for subscription or purchase. In determining the
value of any consideration received by the Company for such rights,
options or warrants, the determination of the Board in good faith shall
be conclusive and shall be described in a Board resolution.

(iii) Notwithstanding subsection (ii) above, any adjustments to the
Conversion Price to account for the issuance of "Rights," as defined in
and governed by that certain Rights Agreement, dated as of June 8, 1990,
between the Company and American Stock Transfer and Trust Company, as
heretofore and hereafter amended (the "Rights Agreement"), and any
similar rights, options or warrants adopted or issued subsequent to the
date hereof shall be made when such Rights or similar rights, options or
warrants are exercised or exchanged by the Company for Common Stock
(Common Stock issued pursuant to the exercise of, or exchange by the
Company for, such Rights or similar rights, options and warrants are
referred to as "Rights Stock") pursuant to the Rights Agreement or a
similar agreement at a price per share less than the Current Market Price
per share of Common Stock on the date of such exercise or exchange. The
Conversion Price in effect immediately prior to such exercise or exchange
shall be adjusted so that it shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the date
of such exercise or exchange by a fraction of which

(1) the numerator shall be the sum of (A) the number of shares of
Common Stock outstanding on the date of issuance of such Rights Stock
immediately prior to such issuance plus (B) the number of shares of
Common Stock which the aggregate consideration received for the total
number of shares of Rights Stock so issued would purchase at such
Current Market Price (determined by multiplying such total number of
shares of Rights Stock by the consideration received per share of
such Rights Stock and dividing the product so obtained by such
Current Market Price), and

(2) the denominator shall be the sum of (A) the number of shares
of Common Stock outstanding on the date of issuance of such Rights
Stock immediately prior to such issuance plus (B) the number of
additional shares of Rights Stock which are so issued.

Such adjustment shall be made successively whenever any Rights
Stock is issued, and shall become effective immediately (except as
provided in subsection (vi) below) after the issuance of Rights Stock. If
after the "Distribution Date" (as defined in the Rights Agreement or a
similar date defined in a similar agreement), holders converting shares
of Convertible Preferred Stock are, for any reason, not entitled to
receive the Rights or similar rights, options or warrants which would
otherwise be attributable (but for the date of conversion) to the shares
of Common Stock received upon such conversion, then a reducing adjustment
shall be made in the Conversion Price to reflect the fair market value of
the Rights or similar rights, options or warrants. If such an adjustment
is made and the Rights or similar rights, options or warrants are later
exchanged, redeemed, invalidated or terminated, then a corresponding
reversing adjustment shall be made to the Conversion Price, on an
equitable basis, to take account of such event. However, the Company may
elect to provide that such shares of Common Stock issuable upon
conversion of the Convertible Preferred Stock, whether or not issued
after the Distribution Date for such Rights or such similar date for such
similar rights, options or warrants, will be accompanied by the Rights or
such similar rights, options or warrants which would otherwise be
attributable (but for the date of conversion) to such shares of Common
Stock, in which event the preceding two sentences shall not apply.

B-6
<PAGE>
distribute to substantially all holders of Common Stock rights, options
or warrants to subscribe to securities (other than any Rights, rights,
options or warrants referred to in subsection (ii) or subsection (iii)
above), then in each such case the Conversion Price shall be adjusted so
that it shall equal the price determined by multiplying the Conversion
Price in effect immediately prior to the date of such distribution by a
fraction of which the numerator shall be the Current Market Price per
share of the Common Stock on the record date mentioned below less the
then fair market value of the portion of the assets, evidences of
indebtedness and equity securities so distributed, or of such
subscription rights, warrants or options, applicable to one share of
Common Stock, and of which the denominator shall be such Current Market
Price. For the purposes of this subsection (iv), in the event of a
distribution of shares of capital stock or other securities of any
subsidiary of the Company as a dividend on shares of Common Stock, the
"then fair market value" of the shares or other securities so distributed
shall be the value of such shares or other securities on the record date
mentioned below as determined by the Board, whose good faith
determination shall be conclusive evidence of such value, and shall be
described in a Board resolution. Such adjustment shall become effective
immediately (except as provided in subsection (vi) below) after the
record date for the determination of stockholders entitled to receive
such distribution.

(v) For the purpose of any computation under subsection (ii),
subsection (iii) or subsection (iv) above, the "Current Market Price" per
share of stock on any date shall be deemed to be the average of the last
sale prices of a share of such stock for the fifteen consecutive trading
days commencing 20 trading days before the earliest of the date in
question and the date before the "ex date" with respect to the issuance
or distribution requiring such computation. For purposes of this
subsection (v), the term "ex date", when used with respect to any
issuance or distribution, means the first date on which the stock trades
regular way on the principal national securities exchange on which the
stock is listed or admitted to trading (or if not so listed or admitted,
on NASDAQ, or a similar organization if NASDAQ is no longer reporting
trading information) without the right to receive such issuance or
distribution.

(vi) In any case in which this Section shall require that an
adjustment be made immediately following a record date or immediately
following the exercise of, or exchange of Rights Stock for, a Right or
similar right, option or warrant, the Company may elect to defer the
effectiveness of such adjustment (but in no event until a date later than
the later of the "ex date" as defined above and the effective date of the
event giving rise to such adjustment), in which case the Company shall,
with respect to any Convertible Preferred Stock converted after the date
of such exercise or exchange or such record date, as the case may be, and
before such adjustment shall have become effective (1) defer making any
cash payment or issuing to the holder of such Convertible Preferred Stock
the number of shares of Common Stock and other capital stock of the
Company issuable upon such conversion in excess of the number of shares
of Common Stock and other capital stock of the Company issuable thereupon
only on the basis of the Conversion Price prior to adjustment, and (2)
not later than five business days after such adjustment shall have become
effective, pay to such holder the appropriate cash payment and issue to
such holder the additional shares of Common Stock and other capital stock
of the Company issuable on such conversion.

(vii) No adjustment in the Conversion Price shall be required if the
holders of Convertible Preferred Stock are to participate in the
transaction on a basis and with notice that the Board determines in good
faith to be fair and appropriate in light of the basis and notice on
which holders of Common Stock participate in the transaction. In
addition, no adjustment in the Conversion Price shall be required unless
such adjustment (plus any adjustments not previously made by reason of
this subsection (vii)) would require an increase or decrease of at least
1% in the Conversion Price; provided, that any adjustments which by
reason of this

B-7
<PAGE>
subsection (vii) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under
this Section shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be.

(viii) Whenever the Conversion Price is adjusted as provided above:

(1) the Company shall compute the adjusted Conversion Price and
shall promptly file with the stock transfer or conversion agent, as
appropriate, for the Convertible Preferred Stock, a certificate
signed by a principal financial officer of the Company setting forth
the adjusted Conversion Price and showing in reasonable detail the
facts upon which such adjustment is based and the computation
thereof; and

(2) a notice stating that the Conversion Price has been adjusted
and setting forth the adjusted Conversion Price shall, as soon as
practicable, be sent by first-class mail to the holders of record of
the Convertible Preferred Stock.

In case:

(A) the Company shall take any action which would require an
adjustment to the Conversion Price pursuant to subsection (iv) above;

(B) the Company shall authorize the granting to the holders of
its Common Stock of rights, options or warrants entitling them to
subscribe for or purchase any shares of capital stock of any class or
of any other rights;

(C) of any reorganization or reclassification of the Common Stock
(other than a subdivision or combination of its outstanding Common
Stock), or of any consolidation or merger to which the Company is a
party and for which approval of any stockholders of the Company is
required, or of the sale, lease or transfer of all or substantially
all the assets of the Company; or

(D) of the voluntary or involuntary liquidation, dissolution or
winding-up of the Company;

then the Company shall cause to be mailed to the stock transfer or conversion
agent, as appropriate, for the Convertible Preferred Stock and to the holders of
record of Convertible Preferred Stock, at least 20 days (or 10 days in any case
described in subsections (A) or (B) above) prior to the applicable record date
or effective date specified below, a notice stating (x) the date as of which the
holders of record of Common Stock to be entitled in such dividend, distribution,
rights, options or warrants are to be determined, or (y) the date on which such
reorganization, reclassification, consolidation, merger, sale, lease, transfer,
liquidation, dissolution or winding-up is expected to become effective, and the
date as of which it is expected that holders of record of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, lease, transfer, liquidation, dissolution or winding-up. Neither the
failure to give the notice required by this subsection (viii), nor any defect
therein, to any particular holder shall affect the sufficiency of the notice or
the legality or validity of any such dividend, distribution, right, option,
warrant, reorganization, reclassification, consolidation, merger, sale, lease,
transfer, liquidation, dissolution or winding-up, or the vote authorizing any
such action with respect to the other holders.

(ix) To the extent permitted by law, the Company from time to time may
reduce the Conversion Price by any amount for any period of at least 20
days (or such other period as may then be required by applicable law) if
the Board has made a determination in good faith that such reduction
would be in the best interests of the Company, which determination shall
be conclusive. No reduction in the Conversion Price pursuant to this
subsection (ix) shall become effective unless the Company shall have
mailed a notice, at least 15 days prior to the date on which such
reduction is scheduled to become effective, to each holder of Convertible
Preferred Stock. Such notice shall be given by first-class mail, postage
prepaid, at such

B-8
<PAGE>
holder's address as it appears on the books of the Company. Such notice
shall state the amount per share by which the Conversion Price will be
reduced and the period for which such reduction will be in effect.

(x) At its option, the Company may make such reduction in the
Conversion Price, in addition to those otherwise required by this Section
6, as the Board deems advisable to avoid or diminish any income tax to
holders of Common Stock resulting from any dividend or distribution of
stock (or rights to acquire stock) or from any event treated as such for
income tax purposes; PROVIDED that any such reduction shall not be
effective until written evidence of the action of the Board authorizing
such reduction shall be filed with the Secretary of the Company and
notice thereof shall have been given by first-class mail, postage
prepaid, to each holder of Convertible Preferred Stock at such holder's
address as it appears on the books of the Company.

(c) CONSOLIDATION, MERGER OR SALE OF ASSETS. If any transaction shall
occur, including without limitation (i) any recapitalization or
reclassification of shares of Common Stock (other than a change in par
value, or from par value to no par value, or from no par value to par value,
or as a result of a subdivision or combination of the Common Stock), (ii)
any consolidation or merger of the Company with or into another person or
any merger of another person into the Company (other than a merger in which
the Company is the surviving corporation and that does not result in a
reclassification, conversion, exchange or cancellation of Common Stock),
(iii) any sale, lease or transfer of all or substantially all of the assets
of the Company, or (iv) any compulsory share exchange, pursuant to any of
which holders of Common Stock shall be entitled to receive other securities,
cash or other property, then appropriate provision shall be made so that the
holder of each share of Convertible Preferred Stock then outstanding shall
have the right thereafter to convert such share only into the kind and
amount of the securities, cash or other property that would have been
receivable upon such recapitalization, reclassification, consolidation,
merger, sale, lease, transfer, or share exchange by a holder of the number
of shares of Common Stock issuable upon conversion of such share of
Convertible Preferred Stock immediately prior to such recapitalization,
reclassification, consolidation, merger, sale, lease, transfer or share
exchange, and the Company shall not enter into any such merger,
consolidation, sale, lease, transfer or share exchange unless the company
formed by such consolidation or resulting from such merger or that acquires
such assets or that acquires the Company's shares, as the case may be, shall
make provisions in its certificate or articles of incorporation or other
constituent document to establish such right. Such certificate or articles
of incorporation or other constituent document shall provide for adjustments
that, for events subsequent to the effective date of such certificate or
articles of incorporation or other constituent documents, shall be as nearly
equivalent as may be practicable to the relevant adjustments provided for in
the preceding subsections (a) and (b) and in this subsection (c).

(d) ACCRUED DIVIDENDS AND FRACTIONAL SHARES. Dividends shall cease to
accrue on shares of the Convertible Preferred Stock surrendered for
conversion into Common Stock pursuant to this Section or Section 8 below. No
fractional shares of Common Stock shall be issued upon conversion of the
Convertible Preferred Stock, and any portion of Convertible Preferred Stock
surrendered for conversion which would otherwise result in a fractional
share of Common Stock shall be redeemed for cash in an amount equal to the
product of such fraction multiplied by the closing price of the Common Stock
on the last business day prior to conversion.

(e) MECHANICS OF CONVERSION. Before any holder of Convertible
Preferred Stock shall be entitled to convert such stock into shares of
Common Stock and to receive certificates therefor, such holder shall
surrender the certificate or certificates for the Convertible Preferred
Stock to be converted, duly endorsed, at the office of the Company or of any
transfer agent for the Convertible Preferred Stock, and shall give written
notice to the Company at such office that such holder elects to convert the
same. The Company shall, within 10 days after such delivery, issue and
deliver at such office to such holder of the Convertible Preferred Stock (or
to any other person

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<PAGE>
specified in the notice delivered by such holder) a certificate or
certificates for the number of shares of Common Stock to which such holder
shall be entitled as aforesaid and a check payable to the holder for any
cash amounts payable as the result of a conversion into fractional shares of
Common Stock. Such conversion shall be deemed to have been made immediately
prior to the close of business on the date of such surrender of the shares
of Convertible Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such
shares of Common Stock on such date. In case any certificate for shares of
the Convertible Preferred Stock shall be surrendered for conversion of only
a part of the shares represented thereby, the Company shall deliver within
10 days at such office to or upon the written order of the holder thereof, a
certificate or certificates for the number of shares of Convertible
Preferred Stock represented by such surrendered certificate which are not
being converted. Notwithstanding the foregoing, the Company shall not be
obligated to issue certificates evidencing the shares of Common Stock
issuable upon such conversion unless the certificates evidencing the
Convertible Preferred Stock are either delivered to the Company or its
transfer agent or the Company or its transfer agent shall have received
evidence satisfactory to it evidencing that such certificates have been
lost, stolen or destroyed and the holder of such Convertible Preferred Stock
executes an agreement satisfactory to the Company to indemnify the Company
from any loss incurred by it in connection with such certificates. The
issuance of certificates of shares of Common Stock issuable upon conversion
of shares of Convertible Preferred Stock shall be made without charge to the
converting holder for any tax imposed in respect of the issuance thereof;
provided that the Company shall not be required to pay any tax which may be
payable with respect to any transfer involved in the issue and delivery of
any certificate in a name other than that of the holder of the shares of
Convertible Preferred Stock being converted.

SECTION 7. OPTIONAL REDEMPTION. On or after [ ], 1998, the
Company may, at its option, redeem all or from time to time any part of the
shares of Convertible Preferred Stock, out of funds legally available therefor,
upon giving a notice of redemption as set forth below, at the following
redemption prices per share (expressed as percentages of the Stated Value
thereof), plus an amount equal to accrued and unpaid dividends, if any (whether
or not declared), up to but excluding the date fixed for redemption, if redeemed
during the twelve-month period commencing on [ ] of the years
indicated below:

<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
- ----------------------------------------------------- -------------
<S> <C>
1998................................................. %
1999.................................................
2000.................................................
2001.................................................
2002.................................................
2003.................................................
2004.................................................
</TABLE>

If fewer than all of the outstanding shares of the Convertible Preferred
Stock are to be redeemed, the number of shares to be redeemed shall be
determined by the Board in good faith and the shares to be redeemed will be
determined pro rata as nearly as practicable, or by such other method as the
Board may determine to be fair and appropriate. Convertible Preferred Stock may
not be redeemed unless full cumulative dividends have been paid on the
Convertible Preferred Stock for all past dividend periods.

B-10
<PAGE>
Notice of redemption of Convertible Preferred Stock will be given by (i)
first-class mail, not less than 30 nor more than 60 days prior to the date fixed
for redemption thereof, to each record holder of shares of Convertible Preferred
Stock to be redeemed at the address of such holder in the books of the Company
and (ii) publication in THE WALL STREET JOURNAL. On the date such notices are
mailed, the Company shall issue a press release announcing the redemption. The
mailed and published notice shall state, as appropriate: (1) the redemption date
and record date for purposes of such redemption; (2) the number of shares of
Convertible Preferred Stock to be redeemed and, if fewer than all shares of
Convertible Preferred Stock held by any holder are to be redeemed, the number of
shares to be redeemed from such holder; (3) the place or places at which
certificates for such shares are to be surrendered; (4) the then current
redemption price; and (5) that dividends on the Convertible Preferred Stock to
be redeemed shall cease to accrue on such Redemption Date, except as otherwise
provided herein. If such notice of redemption has been given, from and after the
specified redemption date (unless the Company defaults in making payment of the
redemption price), dividends on the Convertible Preferred Stock so called for
redemption will cease to accrue, such shares will no longer be deemed to be
outstanding, and all rights of the holders thereof as stockholders of the
Company (except the right to receive the redemption price and any dividends due
on a dividend payment date after the redemption date relating to a dividend
record date prior to such redemption date) will cease.

SECTION 8. CHANGE IN CONTROL. If there occurs a Change in Control (as
defined below) with respect to the Company, then each share of Convertible
Preferred Stock may be converted (the rights to convert described in this
Section referred to as the "Special Conversion Rights"), at the option of the
holder thereof at any time from the date of such Change in Control until the
expiration of 60 days after the date of the Conversion Notice (as defined below)
by the Company to all holders of the Convertible Preferred Stock, into, at its
option, either (A) such number of fully paid and non-assessable shares of Common
Stock as is equal to the Stated Value of the Convertible Preferred Stock divided
by the Special Conversion Price or (B) an amount in cash equal to the Stated
Value of the Convertible Preferred Stock plus an amount equal to any accrued but
unpaid dividends thereon. The "Special Conversion Price" shall be the closing
price of the Common Stock on the last business day prior to the date the Company
gives the Conversion Notice (as defined below) to the holders of Convertible
Preferred Stock.

Within five days after the occurrence of a Change in Control, the Company
shall give notice of the occurrence of the Change in Control and of the Special
Conversion Rights set forth herein in accordance with the procedures set forth
below to each holder of Convertible Preferred Stock (the "Conversion Notice").

Each Conversion Notice shall state:

(1) that a Change in Control has occurred (and shall specify the date of
occurrence), and that the holder's Special Conversion Rights may be
exercised in accordance with this Section;

(2) the expiration date of the Special Conversion Rights;

(3) that a holder of Convertible Preferred Stock, in order to exercise
Special Conversion Rights, must deliver on or before the fifth day prior to
the expiration date of the Special Conversion Rights written notice to the
Company of the holder's exercise of those rights, together with the
certificate evidencing such holder's shares with respect to which the rights
are being exercised, duly endorsed for transfer;

(4) the Special Conversion Price and the Conversion Price which would
otherwise be applicable;

(5) a description of the procedure which a holder must follow to
exercise its Special Conversion Rights; and

(6) that holders of Convertible Preferred Stock electing to have such
shares converted will be required to surrender the certificates evidencing
such shares for delivery of shares of Common Stock.

B-11
<PAGE>
The Conversion Notice shall be given by first-class mail, postage paid, to
the holders of record of Convertible Preferred Stock at their respective
addresses as they appear on the books of the Company.

No failure of the Company to give the Conversion Notice shall limit any
holder's right to exercise its Special Conversion Rights.

Exercise of the Special Conversion Rights by a holder of Convertible
Preferred Stock will be irrevocable. The Company shall not enter into any
consolidation, merger or sale of assets, unless in connection therewith the
holders of Convertible Preferred Stock exercising Special Conversion Rights will
be entitled to receive the same consideration as received for the number of
shares of Common Stock into which their shares of Convertible Preferred Stock
would have been converted pursuant to the Special Conversion Rights. The Special
Conversion Rights are in addition to the regular Conversion Rights that apply to
the Convertible Preferred Stock.

The Company may, at its option, elect to pay holders of Convertible
Preferred Stock exercising Special Conversion Rights an amount in cash equal to
the Stated Value of the Convertible Preferred Stock plus an amount equal to any
accrued but unpaid dividends thereon.

"Change in Control" means any of the following: (i) the sale, lease,
conveyance or other disposition of all or substantially all of the Company's
assets as an entirety or substantially as an entirety to any person or "group"
(within the meaning of Section 13(d)(3) of the Exchange Act) in one or a series
of transactions, provided that a transaction where the holders of Common Stock
immediately prior to such transaction own, directly or indirectly, 50% or more
of the Common Stock of such person or group immediately after such transactions
shall not be a Change in Control; (ii) the acquisition by the Company and/or any
of its subsidiaries of 50% or more of the aggregate voting power of the Common
Stock in one transaction or a series of related transactions; (iii) the
liquidation or dissolution of the Company, provided that a liquidation or
dissolution of the Company which is part of a transaction or series of related
transactions that does not constitute a Change in Control under the "provided"
clause of clause (i) above shall not constitute a Change in Control under this
clause (iii); or (iv) any transaction or series of transactions (as a result of
a tender offer, merger, consolidation or otherwise) that results in, or that is
in connection with, (a) any person, including a "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) that includes such person, acquiring
"beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of 50% or more of the aggregate voting power of the
Common Stock of the Company or any person that possesses "beneficial ownership"
(as defined in Rule 13d-3 under the Exchange Act), directly, of 50% or more of
the aggregate voting power of the Common Stock, or (b) less than 50% (measured
by the aggregate voting power of all classes) of the Company's Common Stock
being registered under Section 12(b) or 12(g) of the Exchange Act.

SECTION 9. STATUS OF REACQUIRED SHARES. If shares of Convertible Preferred
Stock are converted pursuant to Section 6 hereof or redeemed pursuant to Section
7 hereof, the shares so converted or redeemed shall, upon compliance with any
statutory requirements, assume the status of authorized but unissued shares of
preferred stock of the Company, but may not be reissued as Convertible Preferred
Stock.

SECTION 10. RESERVED SHARES. So long as any shares of Convertible
Preferred Stock remain outstanding, the Company agrees to keep reserved for
issuance in connection with the conversion of the Convertible Preferred Stock at
all times a number of authorized but unissued shares of Common Stock at least
equal to 150% of the number of shares of Common Stock issuable upon conversion
at the Conversion Price of all of the Convertible Preferred Stock outstanding at
such time. The Company shall take all action necessary so that Common Stock so
issued will be validly issued, fully paid and non-assessable. The Company shall
use its best efforts to list the Common Stock required to be delivered upon
conversion of the shares of Convertible Preferred Stock, prior to such
conversion, upon each national securities exchange, if any, upon which the
outstanding Common Stock is listed at the time of such delivery.

B-12
<PAGE>
SECTION 11. PREEMPTIVE RIGHTS. The Convertible Preferred Stock is not
entitled to any preemptive or subscription rights in respect of any securities
of the Company.

SECTION 12. NOTICES. Except as otherwise provided herein, all notices,
requests, demands, and other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered by and when sent by telex
or telecopier (with receipt confirmed), provided a copy is also sent by express
(overnight, if possible) courier, addressed (i) in the case of a holder of
Convertible Preferred Stock, to such holder's address as it appears on the books
of the Company, and (ii) in the case of the Company, to the Company's principal
executive offices to the attention of the Company's President.

SECTION 13. SEVERABILITY OF PROVISIONS. Whenever possible, each provision
hereof shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof. If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change as
shall be necessary to render the provision in question effective and valid under
applicable law.

IN WITNESS WHEREOF, FHP International Corporation has caused this
Certificate of Designation to be duly executed by its duly authorized officer
and attested by its Secretary this [ ] day of [ ], 1994.

FHP INTERNATIONAL CORPORATION

By:___________________________________
Name:
Title:

ATTEST:

______________________________________
Name:
Title: Secretary

B-13
<PAGE>
EXHIBIT C
FORM OF CERTIFICATE OF DESIGNATION FOR
NON-CONVERTIBLE MERGER PREFERRED STOCK

WHEREAS, the Board has previously authorized the issuance of a series of
preferred stock consisting of 20,000,000 shares designated as "Series A
Cumulative Convertible Preferred Stock"; and

WHEREAS, the Board now desires to fix the powers, preferences and rights of
a second series of preferred stock;

RESOLVED, that each share of this series of preferred stock shall rank
equally in all respects and shall be subject to the following provisions:

SECTION 1. DESIGNATION, RANK. This series of preferred stock shall be
designated the "Series B Adjustable Rate Cumulative Preferred Stock," with a par
value of $0.05 per share (the "Series B Preferred Stock"). The Series B
Preferred Stock will rank, with respect to dividend rights and rights on
liquidation, winding-up and dissolution, (i) senior to all classes of common
stock of the Company, as they exist on the date hereof or as such stock may be
constituted from time to time (the "Common Stock"), and each other class of
capital stock or series of preferred stock established by the Board to the
extent the terms of such stock do not expressly provide that it ranks senior to
or on a parity with the Series B Preferred Stock as to dividend rights and
rights on liquidation, winding-up and dissolution (collectively, together with
the Common Stock, the "Junior Securities"); (ii) on a parity with the Series A
Cumulative Convertible Preferred Stock and with each other class of capital
stock or series of preferred stock issued by the Company established by the
Board to the extent the terms of such stock expressly provide that it will rank
on a parity with the Series B Preferred Stock as to dividend rights and rights
on liquidation, winding-up and dissolution (collectively, the "Parity
Securities"); and (iii) junior to each other class of capital stock or series of
preferred stock established by the Board to the extent the terms of such stock
expressly provide that it will rank senior to the Series B Preferred Stock as to
dividend rights and rights on liquidation, winding-up and dissolution
(collectively, the "Senior Securities").

SECTION 2. AUTHORIZED NUMBER. The authorized number of shares constituting
the Series B Preferred Stock shall be 12,500,000 shares.

SECTION 3. DIVIDENDS.

(a) DIVIDEND PERIODS AND RATES. Holders of Series B Preferred Stock
will be entitled to receive, when, as and if declared by the Board out of
funds of the Company legally available therefor, cash dividends payable
quarterly in arrears on [ ], [ ],
[ ], and [ ] of each year, commencing
[ ], 1994 (each a "Dividend Payment Date"). Dividends will be
payable at a per annum rate (calculated as a

C-1
<PAGE>
percentage of Stated Value) equal to (i) [ (1)]% for the dividend
period ending [ ], 1994 and (ii) the Applicable Rate (as
defined in subsection (c) below) in effect from time to time for each
subsequent dividend period. Each dividend will be payable to holders of
record as they appear on the books of the Company at the close of business
on a record date, not more than 60 nor less than 15 days before the related
Dividend Payment Date, fixed by the Board. Dividends will be cumulative from
the date of original issuance of the Series B Preferred Stock. Dividends for
each full dividend period will be computed by dividing the per annum
dividend rate by four. Dividends payable for any period less than a full
dividend period will be computed on the basis of a 360-day year consisting
of twelve 30-day months. The Series B Preferred Stock will not be entitled
to any dividends, whether payable in cash, property or stock, in excess of
full cumulative dividends. No interest, or sum of money in lieu of interest,
will be payable in respect of any accrued and unpaid dividends.

(b) PRIORITY. No full dividends may be declared or paid or funds set
apart for the payment of dividends on any Parity Securities (except
dividends on Parity Securities paid in shares of Junior Securities) for any
period unless full cumulative dividends to be paid hereunder prior to the
date thereof shall have been paid or set apart for such payment on the
Series B Preferred Stock. If full dividends are not so paid, the Series B
Preferred Stock shall share dividends pro rata with the Parity Securities
according to the amount of dividends due and payable with respect to each.
No dividends may be paid or set apart for such payment on Junior Securities
(except dividends on Junior Securities paid in additional shares of Junior
Securities) and no Series B Preferred Stock, Parity Securities or Junior
Securities may be repurchased, redeemed or otherwise retired nor may funds
be set apart for payment with respect thereto, nor shall the Company permit
any corporation or entity directly or indirectly controlled by the Company
to purchase any Series B Preferred Stock, Parity Securities or Junior
Securities, if full cumulative dividends to be paid hereunder prior to the
date thereof have not been paid on the Series B Preferred Stock.
Notwithstanding the foregoing, the Company may (i) make redemptions,
purchases or other acquisitions of Series B Preferred Stock, Parity
Securities or Junior Securities payable in Junior Securities or repurchases
of Series B Preferred Stock, Parity Securities or Junior Securities in the
ordinary course of business pursuant to the terms of any current or future
employee stock incentive plan or similar plan adopted by the Board and (ii)
make, pursuant to that certain Rights Agreement (the "Rights Agreement"),
dated as of June 8, 1990, between the Company and American Stock Transfer
and Trust Company, redemptions of Rights (as defined in the Rights
Agreement) distributed pursuant to the Rights Agreement.

(c) APPLICABLE RATE. Except as provided below in this subsection (c),
the "Applicable Rate" for any dividend period shall be a per annum rate
equal to the product of (A) the highest of the Treasury Bill Rate (as
defined in subsection (i) below), the Ten-Year Constant Maturity Rate (as
defined in subsection (ii) below) and the Thirty-Year Constant Maturity Rate
(as defined in subsection (iii) below) for such dividend period, multiplied
by (B) [93.0](2) %. In the event that the
Company determines in good faith that for any reason one or more of the
rates described in clause (A) of the preceding sentence cannot be determined
for any dividend period, then the Applicable Rate for such dividend period
shall be the product of (x) the higher of whichever of such rates can be
determined, multiplied by (y) [93.0](3) %; PROVIDED, that in the event that
the Company

- ------------------------

(1) A rate to be fixed by the Company's Board or the Executive Committee
thereof at Closing.

(2) Market rate, to be fixed by the Company's Board or the Executive
Committee thereof at Closing upon agreement by the Company's and TakeCare's
respective financial advisers.

(3) Market rate, to be fixed by the Company's Board or the Executive
Committee thereof at Closing upon agreement by the Company's and TakeCare's
respective financial advisers.

C-2
<PAGE>
determines in good faith that for any reason none of such rates can be
determined for any dividend period, then the Applicable Rate for such
dividend period shall be the Applicable Rate in effect for the preceding
dividend period. In no event shall the Applicable Rate for any dividend
period be less than 5% per annum or greater than 11% per annum.

(i) Except as provided below in this subsection (i), the "Treasury
Bill Rate" for any dividend period will be the arithmetic average of the
two most recent weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate shall be published
during the relevant Calendar Period (as defined in subsection (e) below))
for three-month U.S. Treasury bills, as published weekly by the Federal
Reserve Board during the Calendar Period immediately prior to the ten
calendar days immediately preceding the Dividend Payment Date prior to
the dividend period for which the Applicable Rate is being determined. In
the event that the Federal Reserve Board does not publish a weekly per
annum market discount rate during such Calendar Period, then the Treasury
Bill Rate for the related dividend period shall be the arithmetic average
of the two most recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate shall be
published during such Calendar Period) for three-month U.S. Treasury
bills, as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
the Company. In the event that a weekly per annum market discount rate
for three-month U.S. Treasury bills shall not be published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Treasury Bill
Rate for the related dividend period shall be the arithmetic average of
the two most recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate shall be
published during such Calendar Period) for all U.S. Treasury bills then
having maturities of not less than 80 nor more than 100 days, as
published during such Calendar Period by the Federal Reserve Board or, if
the Federal Reserve Board shall not publish such rates, by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
the Company. In the event that the Company determines in good faith that
for any reason no such U.S. Treasury bill rates are published during such
Calendar Period or that the Company cannot determine the Treasury Bill
Rate for any dividend period as provided above in this subsection, then
the Treasury Bill Rate for such dividend period shall be the arithmetic
average of the per annum market discount rates, based upon the closing
bids during such Calendar Period, for each of the issues of marketable
interest bearing U.S. Treasury securities with a maturity of not less
than 80 nor more than 100 days from the date of each such quotation, as
quoted daily for each business day in New York City (or less frequently
if daily quotations shall not be generally available) to the Company by
at least three recognized U.S. Government securities dealers selected by
the Company.

C-3
<PAGE>
annum Ten-Year Average Yield shall not be published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten-Year
Constant Maturity Rate for the related dividend period shall be the
arithmetic average of the two most recent weekly per annum average yields
to maturity (or the one weekly average yield to maturity, if only one
such yield shall be published during such Calendar Period) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities (as defined in subsection (e) below)) then
having maturities of not less than eight nor more than twelve years, as
published during such Calendar Period by the Federal Reserve Board or, if
the Federal Reserve Board shall not publish such yields, by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
the Company. In the event that the Company determines in good faith that
for any reason it cannot determine the Ten-Year Constant Maturity Rate
for any dividend period as provided above in this subsection, then the
Ten-Year Constant Maturity Rate for such dividend period shall be the
arithmetic average of the per annum average yields to maturity, based
upon the closing bids during such Calendar Period, for each of the issues
of actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) with a final maturity date not
less than eight nor more than twelve years from the date of each such
quotation, as quoted daily for each business day in New York City (or
less frequently if daily quotations shall not be generally available) to
the Company by at least three recognized U.S. Government securities
dealers selected by the Company.

(iii) Except as provided below in this subsection (iii), the
"Thirty-Year Constant Maturity Rate" for any dividend period shall be the
arithmetic average of the two most recent weekly per annum Thirty-Year
Average Yields (or the one weekly per annum Thirty-Year Average Yield, if
only one such Thirty-Year Average Yield shall be published during the
relevant Calendar Period), as published weekly by the Federal Reserve
Board during the Calendar Period immediately prior to the ten calendar
days immediately preceding the Dividend Payment Date prior to the
dividend period for which the Applicable Rate is being determined. In the
event that the Federal Reserve Board does not publish such a weekly per
annum Thirty-Year Average Yield during such Calendar Period, then the
Thirty-Year Constant Maturity Rate for the related dividend period shall
be the arithmetic average of the two most recent weekly per annum
Thirty-Year Average Yields (or the one weekly per annum Thirty-Year
Average Yield, if only one such Thirty-Year Average Yield shall be
published during such Calendar Period), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Company. In the event that a weekly
per annum Thirty-Year Average Yield shall not be published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Thirty-Year
Constant Maturity Rate for the related dividend period shall be the
arithmetic average of the two most recent weekly per annum average yields
to maturity (or the one weekly per annum average yield to maturity, if
only one such yield shall be published during such Calendar Period) for
all of the actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) than having maturities of not
less than twenty-eight nor more than thirty years, as published during
such Calendar Period by the Federal Reserve Board or, if the Federal
Reserve Board shall not publish such yields, by any Federal Reserve Bank
or by any U.S. Government department or agency selected by the Company.
In the event that per annum average yields to maturity for all of the
actively traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) then having maturities of not less than
twenty-eight nor more than thirty years shall not be published by the
Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then the
Thirty-Year Constant Maturity Rate for the related dividend period shall
be determined in the manner specified in the preceding sentence based
upon all of the actively traded marketable U.S. Treasury fixed interest
rate securities (other

C-4
<PAGE>
than Special Securities) then having maturities of not less than
twenty-five years or, in their absence, twenty years. In the event that
the Company determines in good faith that for any reason it cannot
determine the Thirty-Year Constant Maturity Rate for any dividend period
as provided above in this subsection, then the Thirty-Year Constant
Maturity Rate for such dividend period shall be the arithmetic average of
the per annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively traded
marketable U.S. Treasury fixed interest rate securities (other than
Special Securities) with a final maturity date not less than twenty-eight
nor more than thirty years (or, in their absence, with a final maturity
date not less than twenty-five years or, in their absence, twenty years)
from the date of each such quotation, as quoted daily for each business
day in New York City (or less frequently if daily quotations shall not be
generally available) to the Company by at least three recognized U.S.
Government securities dealers selected by the Company.

The Treasury Bill Rate, the Ten-Year Constant Maturity Rate and the
Thirty-Year Constant Maturity Rate shall each be rounded to the nearest
one-hundredth of a percentage point.

(d) CONFIRMATION AND PUBLICATION OF APPLICABLE RATE. The Applicable
Rate with respect to each dividend period will be calculated as promptly as
practicable by the Company according to the appropriate method described
above. The mathematical accuracy of each such calculation will be confirmed
in writing by independent accountants of recognized standing. Except for the
dividend rate for the initial dividend period, the Company will cause each
dividend rate to be published in a newspaper of general circulation in New
York City prior to the commencement of the new dividend period to which it
applies and will cause notice of such Applicable Rate to be enclosed with
the dividend payment next mailed to the holders of Series B Preferred Stock.

(e) DEFINITIONS. As used in this Section, the term "Calendar Period"
means a period of fourteen consecutive calendar days; the term "Special
Securities" means securities (i) which can, at the option of the holder, be
surrendered at face value in payment of any Federal estate tax or (ii) which
provide tax benefits to the holder and are priced to reflect such tax
benefits or which were originally issued at a deep or substantial discount;
the term "Ten-Year Average Yield" means the average yield to maturity for
actively traded marketable U.S. Treasury fixed interest rate securities
(adjusted to constant maturities of ten years); and the term "Thirty-Year
Average Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of thirty years).

SECTION 4. LIQUIDATION RIGHTS. The Stated Value of each share of Series B
Preferred Stock shall be $25.00. In the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company, after satisfaction of the
claims of creditors and before any payment or distribution of assets is made on
any Junior Securities, including, without limitation, the Common Stock, (i) the
holders of Series B Preferred Stock shall receive a liquidation preference equal
to the Stated Value of their shares, and shall be entitled to receive an amount
equal to all accrued and unpaid dividends through the date of distribution
(whether or not declared), and (ii) the holders of any Parity Securities shall
be entitled to receive an amount equal to the full respective liquidation
preferences (including any premium) to which they are entitled and shall receive
an amount equal to all accrued and unpaid dividends with respect to their
respective shares through and including the date of distribution (whether or not
declared). If, upon such a voluntary or involuntary liquidation, dissolution or
winding-up of the Company, the assets of the Company are insufficient to pay in
full the amounts described above as payable with respect to the Series B
Preferred Stock and any Parity Securities, the holders of the Series B Preferred
Stock and such Parity Securities will share ratably in any distribution of
assets of the Company, first in proportion to their respective liquidation
preferences until such preferences are paid in full, and then in proportion to
their respective amounts of accrued but unpaid dividends. After payment of any
such liquidation preference and accrued but unpaid dividends, the Series B
Preferred Stock will not be entitled to any further participation in any
distribution of assets by the Company. Neither the sale or transfer of all or
any part of the assets of the Company, nor the merger or

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<PAGE>
consolidation of the Company into or with any other corporation or a merger of
any other corporation with or into the Company, will be deemed to be a
liquidation, dissolution or winding-up of the Company.

SECTION 5. VOTING RIGHTS.

(a) Except as provided below, as may be required by Delaware law or
provided by the resolution creating any other series of preferred stock,
the holders of Series B Preferred Stock will not be entitled to vote. So
long as any shares of Series B Preferred Stock are outstanding, the vote
or consent of the holders of 66 2/3% of the outstanding shares of Series
B Preferred Stock, voting together as a single class, shall be necessary
to (i) increase or decrease the par value of the shares of Series B
Preferred Stock or (ii) alter or change the powers, preferences, or
special rights of the shares of Series B Preferred Stock so as to affect
them adversely or (iii) authorize or issue any additional class or series
of Parity Securities (other than the Series A Cumulative Convertible
Preferred Stock) or Senior Securities, or any security convertible into
Parity Securities or Senior Securities.

(b) (i) In the event that any accrued dividends (whether or not
declared) on the Series B Preferred Stock shall not have been paid in an
aggregate amount equal to or greater than six quarterly dividends, the
maximum authorized number of directors of the Company will be
automatically increased by two, and holders of Series B Preferred Stock
shall be entitled to vote their shares of Series B Preferred Stock,
together with the holders of any Parity Securities upon which like voting
rights have been conferred and are exercisable (the "Voting Parity
Securities"), in accordance with the procedures set forth below, to
elect, as a class, an additional two directors. So long as any shares of
Series B Preferred Stock shall be outstanding, the holders of Series B
Preferred Stock shall retain the right to vote and elect, with the
holders of such Voting Parity Securities, as a class, two directors until
all accrued but unpaid dividends on the Series B Preferred Stock are paid
in full or declared and set aside for payment. The period during which
holders of Series B Preferred Stock retain such right is referred to as a
"Default Period".

(ii) So long as any shares of Series B Preferred Stock shall be
outstanding, during any Default Period, the voting right described in
subsection (i) above may be exercised initially at a special meeting
called pursuant to subsection (iii) below or at any annual meeting of
stockholders. The absence of a quorum of holders of Common Stock (or any
class thereof) shall not affect the exercise of such voting rights by the
holders of Series B Preferred Stock and Voting Parity Securities. Holders
of Series B Preferred Stock and Voting Parity Securities shall be
entitled, as among the class of holders of Series B Preferred Stock and
Voting Parity Securities, to one vote for each $25.00 of liquidation
preference represented by the shares so held.

(iii) Unless the holders of Series B Preferred Stock and Voting Parity
Securities, if any are then outstanding, have, during an existing Default
Period, previously exercised their right to elect directors, the Board
may, and upon the request of the holders of record of not less than 10%
of the aggregate liquidation preference of Series B Preferred Stock and
Voting Parity Securities, the Board shall, order the calling of a special
meeting of holders of Series B Preferred Stock and Voting Parity
Securities, if any are then outstanding, which meeting shall thereupon be
called by the President, a Vice President or the Secretary of the
Company. Notice of such meeting and of any annual meeting at which
holders of Series B Preferred Stock and Voting Parity Securities are
entitled to vote pursuant to this subsection (iii) shall be given to each
holder of record of Series B Preferred Stock by mailing a copy of such
notice to such holder at such holder's last address as it appears on the
books of the Company. Such meeting shall be called for a date not later
than 90 days after such order or request, or, in default of the calling
of such meeting within 90 days after such order or request, such meeting
may be called on similar notice by any stockholder or stockholders owning
in the

C-6
<PAGE>
aggregate not less than 10% of the aggregate liquidation preference of
Series B Preferred Stock and Voting Parity Securities. Notwithstanding
the provisions of this subsection (iii), the Company shall not be
required to call such a special meeting if such request is received less
than 120 days before the date fixed for the next ensuing annual meeting
of stockholders of the Company, at which meeting such newly created
directorships shall be filled by vote of the holders of Series B
Preferred Stock and Voting Parity Securities.

(iv) During any Default Period, the holders of Common Stock, and other
classes of stock of the Company, if applicable, shall continue to be
entitled to elect all of the directors unless and until the holders of
Series B Preferred Stock and Voting Parity Securities shall have
exercised their right to elect two directors voting as a class. After the
exercise of this right (x) the directors so elected by the holders of
Series B Preferred Stock and Voting Parity Securities shall continue in
office until the earlier of (A) such time as their successors shall have
been elected by such holders and (B) the expiration of the Default
Period, and (y) any vacancy in the Board with respect to a directorship
to be elected pursuant to this Section by the holders of Series B
Preferred Stock and Voting Parity Securities may be filled by vote of the
remaining director previously elected by such holders. References in this
subsection (b) to directors elected by the holders of a particular class
of stock shall include directors elected by such directors to fill
vacancies as provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a Default Period, (x) the
right of the holders of Series B Preferred Stock to elect directors
pursuant to this Section shall cease, (y) the term of any directors
elected by the holders of Series B Preferred Stock and Voting Parity
Securities pursuant to this Section shall terminate, and (z) the number
of directors shall be such number as may be provided for in the
Certificate of Incorporation or bylaws irrespective of any increase made
pursuant to subsection (i) of this subsection (b) (such number being
subject, however, to subsequent change in any manner provided by law or
in the Certificate of Incorporation or bylaws).

SECTION 6. OPTIONAL REDEMPTION. On or after [ ], 1994(4), the
Company may, at its option, redeem all or any part of the shares of Series B
Preferred Stock, out of funds legally available therefor, on any Dividend
Payment Date upon giving a notice of redemption as set forth below, at the
Stated Value thereof plus an amount equal to accrued and unpaid dividends, if
any (whether or not declared), up to but excluding the Dividend Payment Date
fixed for redemption.

If fewer than all of the outstanding shares of the Series B Preferred Stock
are to be redeemed, the number of shares to be redeemed shall be determined by
the Board in good faith and the shares to be redeemed will be determined pro
rata as nearly as practicable, or by such other method as the Board may
determine to be fair and appropriate. Series B Preferred Stock may not be
redeemed unless full cumulative dividends have been paid on the Series B
Preferred Stock for all past dividend periods.

Notice of redemption of Series B Preferred Stock will be given by (i)
first-class mail, not less than 15 nor more than 45 days prior to the date fixed
for redemption thereof, to each record holder of shares of Series B Preferred
Stock to be redeemed at the address of such holder in the books of the Company
and (ii) publication in THE WALL STREET JOURNAL. On the date such notices are
mailed, the Company shall issue a press release announcing the redemption. The
mailed and published notice shall state, as appropriate: (1) the redemption date
and record date for purposes of such redemption; (2) the number of shares of
Series B Preferred Stock to be redeemed and, if fewer than all shares of Series
B Preferred Stock held by any holder are to be redeemed, the number of shares to
be redeemed from such holder; (3) the place or places at which certificates for
such shares are to be surrendered; (4) the then current redemption price; and
(5) that dividends on the Series B Preferred Stock to be redeemed shall cease to
accrue on such redemption date, except as otherwise provided herein. If a notice
of redemption has been given, from and after the specified redemption date
(unless the Company defaults in making
- ------------------------

(4) Nine months after Effective Date.

C-7
<PAGE>
payment of the redemption price), dividends on the Series B Preferred Stock so
called for redemption will cease to accrue, such shares will no longer be deemed
to be outstanding, and all rights of the holders thereof as stockholders of the
Company (except the right to receive the redemption price and any dividend due
on a Dividend Payment Date after the redemption date relating to a dividend
record date prior to such redemption date) will cease.

SECTION 7. STATUS OF REACQUIRED SHARES. If shares of Series B Preferred
Stock are redeemed pursuant to Section 6 hereof, the shares so redeemed shall,
upon compliance with any statutory requirements, assume the status of authorized
but unissued shares of preferred stock of the Company, but may not be reissued
as Series B Preferred Stock.

SECTION 8. PREEMPTIVE RIGHTS. The Series B Preferred Stock is not entitled
to any preemptive or subscription rights in respect of any securities of the
Company.

SECTION 9. NOTICES. Except as otherwise provided herein, all notices,
requests, demands, and other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered by and when sent by telex
or telecopier (with receipt confirmed), provided a copy is also sent by express
(overnight, if possible) courier, addressed (i) in the case of a holder of
Series B Preferred Stock, to such holder's address as it appears on the books of
the Company, and (ii) in the case of the Company, to the Company's principal
executive offices to the attention of the Company's President.

SECTION 10. SEVERABILITY OF PROVISIONS. Whenever possible, each provision
hereof shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof. If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change as
shall be necessary to render the provision in question effective and valid under
applicable law.

FHP INTERNATIONAL CORPORATION

By:___________________________________
Name:
Title:

ATTEST:

______________________________________
Name:
Title: Secretary

C-8
<PAGE>
EXHIBIT D
OPINION OF SMITH BARNEY SHEARSON INC.

SMITH BARNEY SHEARSON [LETTERHEAD]

May 2, 1994

The Board of Directors
FHP International Corporation
9900 Talbert Avenue
P.O. Box 8000
Fountain Valley, California 92728-8000

Gentlemen:

You have requested our opinion as to the fairness, from a financial point of
view, to FHP International Corporation ("FHP") of the consideration to be paid
pursuant to the terms and subject to the conditions set forth in the Agreement
and Plan of Merger, dated as of March 3, 1994 (the "Merger Agreement"), by and
among FHP, FHP Sub, a wholly owned subsidiary of FHP ("Sub"), and TakeCare, Inc.
("TakeCare"). As more fully described in the Merger Agreement, (i) TakeCare will
be merged with and into Sub (the "Merger") and (ii) each outstanding share of
the common stock, par value $.10 per share, of TakeCare (the "TakeCare Common
Stock") will be converted into the right to receive $28.00 in cash or 1.12
shares of Series B Adjustable Rate Cumulative Preferred Stock, stated value
$25.00 per share, of FHP (the "FHP Non-Convertible Preferred Stock"), 0.41379 of
a share of the common stock, par value $0.01 per share, of FHP (the "FHP Common
Stock"), and 1.6 shares of Series A Cumulative Convertible Preferred Stock,
stated value $25.00 per share, of FHP (the "FHP Convertible Preferred Stock",
and together with the cash, the FHP Non-Convertible Preferred Stock and the FHP
Common Stock, the "Merger Consideration"), subject to certain adjustments.

In arriving at our opinion, we reviewed the Merger Agreement and held
discussions with certain senior officers, directors and other representatives
and advisors of FHP and certain senior officers and other representatives and
advisors of TakeCare concerning the business, operations and prospects of FHP
and TakeCare. We examined certain publicly available business and financial
information relating to FHP and TakeCare as well as certain financial forecasts
and other data for FHP and TakeCare which were provided to us by the respective
managements of FHP and TakeCare, including information relating to certain
strategic implications and operational benefits anticipated from the Merger. We
reviewed the financial terms of the Merger as set forth in the Merger Agreement
in relation to, among other things: current and historical market prices and
trading volumes of the TakeCare Common Stock and the FHP Common Stock; the
respective companies' historical and projected earnings; and the capitalization
and financial condition of FHP and TakeCare. We considered, to the extent
publicly available, the financial terms of certain other similar transactions
recently effected which we considered comparable to the Merger and analyzed
certain financial and other publicly available information relating to the
businesses of other companies whose operations we considered

SMITH BARNEY SHEARSON INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
(212) 464-6000

D-1
<PAGE>
comparable to those of FHP and TakeCare. We also evaluated the potential pro
forma financial impact of the Merger on FHP. In addition to the foregoing, we
conducted such other analyses and examinations and considered such other
financial, economic and market criteria as we deemed necessary to arrive to our
opinion.

In rendering our opinion, we have assumed and relied, without independent
verification, upon the accuracy and completeness of all financial and other
information publicly available or furnished to or otherwise discussed with us.
With respect to financial forecasts and other information provided to or
otherwise discussed with us, we assumed that such forecasts and other
information were reasonably prepared on bases reflecting the best currently
available estimates and judgments of the respective managements of FHP and
TakeCare as to the expected future financial performance of FHP and TakeCare. We
are not expressing any opinion as to what the value of the FHP Common Stock or
the FHP Convertible Preferred Stock actually will be when issued to TakeCare
stockholders pursuant to the Merger or the price at which the FHP Common Stock
or the FHP Convertible Preferred Stock will trade subsequent to the Merger. We
have not made or been provided with an independent evaluation or appraisal of
the assets or liabilities (contingent or otherwise) of FHP or TakeCare nor have
we made any physical inspection of the properties or assets of FHP or TakeCare.
We have not been asked to consider, and our opinion does not address, the
relative merits of the Merger as compared to any alternative business strategies
that might exist for FHP or the effect of any other transaction in which FHP
might engage. Our opinion is necessarily based upon financial, stock market and
other conditions and circumstances existing and disclosed to us as of the date
hereof.

Smith Barney Shearson has been engaged to render financial advisory services
to FHP in connection with the Merger and will receive a fee for our services, a
significant portion of which is contingent upon the consummation of the Merger.
We also will receive a fee upon the delivery of this opinion. In the ordinary
course of our business, we may actively trade the equity and debt securities of
FHP and TakeCare for our own account or for the account of our customers and,
accordingly, may at any time hold a long or short position in such securities.
Smith Barney Shearson has provided financial advisory and investment banking
services to FHP in the past, including acting as lead manager for an offering by
FHP in September 1993 of $100,000,000 aggregate principal amount of 7% Senior
Notes due 2003, for which we received customary fees.

Our advisory services and the opinion expressed herein are provided solely
for the use of the Board of Directors of FHP in its evaluation of the proposed
Merger and are not on behalf of, and are not intended to confer rights or
remedies upon, TakeCare, any stockholder of FHP or TakeCare, or any person other
than FHP's Board of Directors. Our opinion may not be published or otherwise
used or referred to, nor shall any public reference to Smith Barney Shearson be
made, without our prior written consent.

Based upon and subject to the foregoing, our experience as investment
bankers, our work as described above and other factors we deemed relevant, we
are of the opinion that, as of the date hereof, the Merger Consideration is
fair, from a financial point of view, to FHP.

Very truly yours,
SMITH BARNEY SHEARSON INC.

D-2
<PAGE>
EXHIBIT E
OPINION OF KIDDER, PEABODY & CO. INCORPORATED

[Kidder, Peabody & Co. Letterhead]

May 2, 1994
Board of Directors
TakeCare, Inc.
2300 Clayton Road
Suite 1000
Concord, CA 94529-2100

Gentlemen:

You have requested our opinion as to the fairness, from a financial point of
view, to the holders of the shares of common stock, par value $0.10 per share
(the "Shares"), of TakeCare, Inc. (the "Company") of the Consideration (as
hereinafter defined) to be received by such holders in the proposed merger (the
"Merger") pursuant to the Agreement and Plan of Merger, dated as of March 3,
1994 (the "Merger Agreement"), by and among the Company, FHP International
Corporation ("FHP") and FHP Sub, Inc., a wholly-owned subsidiary of FHP.

Under the terms of the Merger Agreement, at the effective time of the
Merger, each outstanding Share (other than Shares held by Dissenting
Stockholders as defined in the Merger Agreement) will be converted into the
right to receive: (i) 1.60 shares of Series A Cumulative Convertible Preferred
Stock of FHP (the "Convertible Merger Preferred Stock"), as defined in the
Merger Agreement; plus (ii) either 1.12 shares of Series B Adjustable Rate
Cumulative Preferred Stock of FHP (the "Non-Convertible Merger Preferred
Stock"), or, at the election of the holder, $28.00 in cash, subject to reduction
in both cases as described in the Merger Agreement; plus (iii) 0.41379 of a
share of common stock, $.05 par value of FHP (the "FHP Common Stock") together
with any associated rights, subject to increase as described in the Merger
Agreement (the aggregate amount of cash or Non-Convertible Merger Preferred
Stock, FHP Common Stock and Convertible Merger Preferred Stock taken together is
referred to as the "Consideration"). The terms and conditions of the Merger and
the Consideration are more fully set forth in the Merger Agreement.

Kidder, Peabody & Co. Incorporated ("Kidder, Peabody"), as a part of its
investment banking business, is regularly engaged in the valuation of businesses
and their securities in connection with mergers and acquisitions, negotiated
underwritings, secondary distributions of listed and unlisted securities,
private placements and valuations for estate, corporate and other purposes. We
are currently acting as financial advisor to the Company and will receive a fee
for rendering this opinion as well as a fee in connection with the consummation
of the Merger. Kidder, Peabody has received fees from the Company and FHP in the
past.

In connection with our opinion, we have reviewed the Merger Agreement and
the joint proxy statement/prospectus of the Company and FHP (the "Joint Proxy
Statement/Prospectus") to be furnished to the stockholders of the Company in
connection with the Merger. We have also reviewed certain financial and other
information of the Company and FHP that was publicly available or furnished to
us by the Company and FHP, including financial forecasts, certain internal
financial analyses, reports including other information prepared by their
respective managements and representatives. We have held discussions with
various members of senior management of the Company

E-1
<PAGE>
and FHP concerning each company's historical and current operations, financial
condition and prospects. We have also held discussions with senior management of
FHP concerning the strategic and operating benefits anticipated from the Merger.
In addition, we have; (i) reviewed the price and trading histories of the common
stocks of the Company and FHP and compared such prices and trading histories
with those of publicly traded companies we deemed relevant; (ii) compared
certain financial data of the Company and FHP with those of publicly traded
companies we deemed relevant; (iii) compared certain financial terms of the
Merger to certain financial terms of selected other business combinations we
deemed relevant; (iv) reviewed the potential pro forma financial effects of the
Merger on FHP; (v) considered current conditions in the markets for preferred
stock securities which we deemed meaningful; and (vi) conducted such other
financial studies, analyses and investigations and reviewed such other factors
as we deemed appropriate for the purposes of this opinion.

In rendering this opinion, we have relied, without independent verification,
on the accuracy and completeness of all financial and other information that was
publicly available or furnished or otherwise communicated to us by or on behalf
of the Company or FHP. We have assumed that the Company financial forecasts
examined by us were reasonably prepared by Company management and that the FHP
financial forecasts, including synergy estimates, examined by us were reasonably
prepared by FHP management on bases reflecting the best currently available
estimates and good faith judgments of the respective managements as to the
future performance of each respective company and the anticipated synergies from
the Merger. We have also assumed, with your consent, that the strategic and
operating benefits anticipated from the Merger by FHP management will be
realized.

In connection with our opinion, we have not made any independent evaluation
or appraisal of the assets or liabilities (contingent or otherwise) of the
Company or FHP, nor have we been furnished with any such evaluations or
appraisals. This opinion relates solely to the Consideration and does not
address tax or other consequences that might result from the Merger. Our opinion
is based solely upon economic, monetary, regulatory and market conditions
existing on the date hereof. Furthermore, we express no opinion as to the price
or trading range at which shares of FHP Common Stock, or when issued, the Merger
Preferred Stock will trade after the date hereof.

In the ordinary course of our business, we actively trade the securities of
the Company and FHP for our own account and for the accounts of our customers
and, accordingly, may at any time hold a long or short position in such
securities.

It is understood that this letter is for the information of the Board of
Directors of TakeCare only and may not be used for any other purpose without our
prior written consent; provided, however, this letter may be reproduced in full
in the Joint Proxy Statement/Prospectus.

Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Consideration to be received in the Merger by the holders of
Shares is fair, from a financial point of view, to such holders.

Very truly yours,

KIDDER, PEABODY & CO. INCORPORATED

E-2
<PAGE>
EXHIBIT F
AMENDED FORM OF SECTION IV OF THE
FHP CERTIFICATE OF INCORPORATION

The total number of shares of stock that the Corporation shall have
authority to issue is 140 million shares, consisting of 100 million shares of
common stock, par value $0.05 per share (the "Common Stock"), and 40 million
shares of preferred stock, par value $0.05 per share (the "Serial Preference
Stock").

F-1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article VI, Section 2 of the Bylaws of the Registrant provides that, to the
full extent permitted by applicable law, (i) the Registrant shall indemnify any
person who is or was serving as a Director or officer of the Registrant or of
another entity at the request of the Registrant, and (ii) the Registrant has the
power, subject to discretion of the Board of Directors, to indemnify any person
who is or was serving as an agent or other employee of the Registrant or of
another entity at the request of the Registrant, in each case against
liabilities which may be incurred in such capacity.

Section 145 of the Delaware General Corporation Law grants to the Registrant
the power to indemnify its Directors, officers, employees and agents against
liability arising out of their respective capacities as Directors, officers,
employees or agents.

The Registrant has entered into indemnification agreements with its officers
and Directors, as authorized by the Registrant's stockholders. Such agreements
provide contractually for mandatory indemnification to the maximum extent
permitted or required by statute and include a separate indemnity provision,
subject to limitations existing of applicable law, providing for substantially
broader indemnity rights than those presently available by statute or the Bylaws
of the Registrant.

The Registrant has purchased directors' and officers' liability insurance
providing aggregate coverage in the maximum amount of $50 million, subject to
certain deductibles and participation requirements, with respect to certain
liabilities not covered by the Registrant's indemnification agreements.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------------
<S> <C>
2.1 Agreement and Plan of Merger
2.2 Amendment No. 1 to Agreement and Plan of Merger
3.1 Restated Certificate of Incorporation
3.2 Amended Form of Article IV of the Restated Certificate of Incorporation (Included as Exhibit F
to the Joint Proxy Statement)
3.3 Form of Certificate of Designation for Convertible Merger Preferred Stock (Included as Exhibit
B to the Joint Proxy Statement)
3.4 Form of Certificate of Designation for Non-Convertible Merger Preferred Stock (Included as
Exhibit C to the Joint Proxy Statement)
5.1 Opinion of O'Melveny & Myers re: Securities
8.1 Opinion of O'Melveny & Myers re: Tax Matters
12.1 Statements Regarding Computation of Ratios
23.1 Consent of Deloitte & Touche
23.2 Consent of Ernst & Young
23.3 Consent of Smith Barney Shearson Inc.
23.4 Consent of Kidder, Peabody & Co. Incorporated
23.5 Consent of O'Melveny & Myers (included in Exhibits 5.1 and 8.1)
24.1 Power of Attorney (included on Page II-3)
99.1 Proxy Materials of the Registrant
99.2 Proxy Materials of TakeCare
Financial Statement Schedules Required by Regulation S-X*
<FN>
- ------------------------
* Filed with the Registrant's Annual Report on Form 10-K which is
incorporated herein by reference.
</TABLE>

II-1
<PAGE>
ITEM 22. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

(b) The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.

(c) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (b) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(e) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.

(f) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

II-2
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fountain Valley, State of
California, on May 2, 1994.

FHP INTERNATIONAL CORPORATION

/s/ WESTCOTT W. PRICE III

--------------------------------------
Westcott W. Price III
Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Westcott W. Price III, Mark B. Hacken, Michael J.
Weinstock, Robert F. Murphy, Russell D. Phillips Jr., C. James Levin and C.
Bradley Call, and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments or
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- ----------------------------------------------- ---------------
<S> <C> <C>
/s/ ROBERT GUMBINER
------------------------------------- Director May 2, 1994
Robert Gumbiner
/s/ WESTCOTT W. PRICE III
------------------------------------- Chief Executive Officer and Director May 2, 1994
Westcott W. Price III
/s/ MARK B. HACKEN
------------------------------------- Chief Executive Officer and Director May 2, 1994
Mark B. Hacken
/s/ BURKE F. GUMBINER
------------------------------------- Director May 2, 1994
Burke F. Gumbiner
/s/ WARNER HEINEMAN
------------------------------------- Director May 2, 1994
Warner Heineman
/s/ JOSEPH F. PREVRATIL
------------------------------------- Director May 2, 1994
Joseph F. Prevratil
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- ----------------------------------------------- ---------------
/s/ RICHARD M. RODNICK
------------------------------------- Director May 2, 1994
Richard M. Rodnick
<S> <C> <C>
/s/ KENNETH S. ORD
------------------------------------- Chief Financial Officer May 2, 1994
Kenneth S. Ord
/s/ VALERIE A. FLETCHER
------------------------------------- Controller (principal accounting officer) May 2, 1994
Valerie A. Fletcher
</TABLE>

II-4
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ----------- --------------------------------------------------------------------------------------- -----
<S> <C> <C>
2.1 Agreement and Plan of Merger
2.2 Amendment No. 1 to Agreement and Plan of Merger
3.1 Restated Certificate of Incorporation
3.2 Amended Form of Article IV of the Restated Certificate of Incorporation (Included as
Exhibit F to the Joint Proxy Statement)
3.3 Form of Certificate of Designation for Convertible Merger Preferred Stock (Included as
Exhibit B to the Joint Proxy Statement)
3.4 Form of Certificate of Designation for Non-Convertible Merger Preferred Stock (Included
as Exhibit C to the Joint Proxy Statement)
5.1 Opinion of O'Melveny & Myers re: Securities
8.1 Opinion of O'Melveny & Myers re: Tax Matters
12.1 Statements Regarding Computation of Ratios
23.1 Consent of Deloitte & Touche
23.2 Consent of Ernst & Young
23.3 Consent of Smith Barney Shearson Inc.
23.4 Consent of Kidder, Peabody & Co. Incorporated
23.5 Consent of O'Melveny & Myers (included in Exhibits 5.1 and 8.1)
24.1 Power of Attorney (included on Page II-3)
99.1 Proxy Materials of the Registrant
99.2 Proxy Materials of TakeCare
Financial Statement Schedules Required by Regulation S-X*
</TABLE>

- ------------------------

* Filed with the Registrant's Annual Report on Form 10-K which is incorporated
herein by reference.

<PAGE>

EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

<PAGE>

TABLE OF CONTENTS

Page
----
ARTICLE I

THE MERGER; CLOSING; EFFECTIVE TIME . . . . . . . . . 1
1.1. The Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3. Effective Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II

CERTIFICATE OF INCORPORATION AND BY-LAWS
OF THE SURVIVING CORPORATION . . . . . . . . . . . 2
2.1. Certificate of Incorporation. . . . . . . . . . . . . . . . . . . . . 2
2.2. By-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE III

DIRECTORS. . . . . . . . . . . . . . . . 2
3.1. Board of Directors of the Surviving Corporation . . . . . . . . . . . 2
3.2. Board of Directors of Purchaser . . . . . . . . . . . . . . . . . . . 2

ARTICLE IV

CONVERSION AND CANCELLATION OF SHARES IN THE MERGER . . . . . 3
4.1. Conversion and Cancellation of Shares . . . . . . . . . . . . . . . . 3
4.2. New Classes of Preferred Stock. . . . . . . . . . . . . . . . . . . . 5
4.3. Payment for Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.4. Appraisal Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.5. Transfer of Shares After the Effective Time . . . . . . . . . . . . . 8
4.6. Purchaser Dividends . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE V

REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . 9
5.1. Representations and Warranties of the Company . . . . . . . . . . . . 9
5.2. Representations and Warranties of Purchaser and Merger Sub. . . . . . 22

ARTICLE VI

COVENANTS. . . . . . . . . . . . . . . . 33
6.1. Interim Operations of the Company . . . . . . . . . . . . . . . . . . 33
6.2. Covenants of Purchaser. . . . . . . . . . . . . . . . . . . . . . . . 35
6.3. Meetings of Stockholders; Registration Statement. . . . . . . . . . . 35
6.4. Filings; Consents; Other Action . . . . . . . . . . . . . . . . . . . 36
6.5. Access. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.6. Publicity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.7. Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.8. No Other Bids . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.9. Takeover Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.10. Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

<PAGE>

6.11. Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE VII

CONDITIONS. . . . . . . . . . . . . . . . 41
7.1. Conditions to Obligations of Purchaser and Merger Sub . . . . . . . . 41
7.2. Conditions to Obligations of the Company. . . . . . . . . . . . . . . 44
7.3 Materiality Limits Inapplicable . . . . . . . . . . . . . . . . . . . 45

ARTICLE VIII

TERMINATION . . . . . . . . . . . . . . . 45
8.1. Termination by Mutual Consent . . . . . . . . . . . . . . . . . . . . 45
8.2. Termination by either Purchaser or the Company. . . . . . . . . . . . 45
8.3. Termination by Purchaser. . . . . . . . . . . . . . . . . . . . . . . 46
8.4. Termination by the Company. . . . . . . . . . . . . . . . . . . . . . 46
8.5. Effect of Termination and Abandonment . . . . . . . . . . . . . . . . 47

ARTICLE IX

MISCELLANEOUS AND GENERAL. . . . . . . . . . . . 49
9.1. Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 49
9.2. Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
9.3. Modification or Amendment . . . . . . . . . . . . . . . . . . . . . . 49
9.4. Waiver of Conditions. . . . . . . . . . . . . . . . . . . . . . . . . 49
9.5. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
9.6. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
9.7. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
9.8. Entire Agreement, etc . . . . . . . . . . . . . . . . . . . . . . . . 50
9.9. Parties in Interest.. . . . . . . . . . . . . . . . . . . . . . . . . 51
9.10. Definition of "Subsidiary." . . . . . . . . . . . . . . . . . . . . . 51
9.11. Obligation of Purchaser . . . . . . . . . . . . . . . . . . . . . . . 51
9.12. Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Exhibit A Certificate of Merger A-1
Exhibit B Rule 145 Legend B-1
Exhibit C Certificate of Designation for Convertible
Merger Preferred Stock C-1
Exhibit D Certificate of Designation for Non-Convertible
Merger Preferred Stock D-1
Exhibit E Form of Affiliate Agreement E-1

<PAGE>

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"),
dated as of March 3, 1994, by and among TakeCare, Inc., a Delaware corporation
(the "Company"), FHP International Corporation, a Delaware corporation
("Purchaser"), and FHP Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Purchaser ("Merger Sub").

BACKGROUND

A. The Board of Directors of Purchaser and the Board of Directors of
the Company each have determined that it is in the best interests of their
respective stockholders for Purchaser to acquire the Company upon the terms and
subject to the conditions set forth herein.

B. The Company, Purchaser and Merger Sub desire to make certain
representations, warranties, covenants and agreements in connection with this
Agreement.

AGREEMENT

In consideration of the premises and of the representations,
warranties, covenants and agreements contained herein, the parties hereto agree
as follows:

ARTICLE I

THE MERGER; CLOSING; EFFECTIVE TIME

1.1. THE MERGER. Subject to the terms and conditions of this
Agreement, at the Effective Time (as defined in Section 1.3) the Company shall
be merged with and into Merger Sub and the separate corporate existence of the
Company shall thereupon cease (the "Merger"). Merger Sub shall be the surviving
corporation in the Merger (sometimes hereinafter referred to as the "Surviving
Corporation") and shall continue to be governed by the laws of the State of
Delaware. The Surviving Corporation shall have the name "TakeCare, Inc." and
shall succeed, without other transfer, to all of the rights and properties and
be subject to all of the debts and liabilities of the Company and Merger Sub.
The Merger shall have the effects specified in the Delaware General Corporation
Law (the "DGCL").

1.2. CLOSING. The closing of the Merger (the "Closing") shall take
place (i) at the offices of O'Melveny & Myers, 400 South Hope Street, Los
Angeles, California, at 9:00 A.M., Los Angeles time, on the fifth business day
after the fulfillment or waiver of the conditions set forth in Article VII

<PAGE>

hereof or (ii) at such other place and time and/or on such other date as the
Company and Purchaser may agree.

1.3. EFFECTIVE TIME. As soon as practicable following the Closing,
and provided that this Agreement has not been terminated or abandoned pursuant
to Article VIII hereof, a certificate of merger (the "Certificate of Merger") in
substantially the form attached as Exhibit A hereto, shall be prepared in
accordance with the DGCL, and thereafter delivered to the Secretary of State of
the State of Delaware for filing as provided in the DGCL. The Merger shall
become effective upon the filing of the Certificate of Merger (together with any
other documents required by law to effectuate the Merger) with the Secretary of
State of the State of Delaware or at such time thereafter as is provided in the
Certificate of Merger (the "Effective Time").

ARTICLE II

CERTIFICATE OF INCORPORATION AND BY-LAWS
OF THE SURVIVING CORPORATION

2.1. CERTIFICATE OF INCORPORATION. The Certificate of Incorporation
of Merger Sub in effect at the Effective Time shall be the Certificate of
Incorporation of the Surviving Corporation until duly amended in accordance with
the terms thereof and the DGCL, except that the name of the Surviving
Corporation shall be changed to "TakeCare, Inc."

2.2. BY-LAWS. The By-Laws of Merger Sub in effect at the Effective
Time shall be the By-Laws of the Surviving Corporation until duly amended in
accordance with the terms thereof and the DGCL.

ARTICLE III

DIRECTORS

3.1. BOARD OF DIRECTORS OF THE SURVIVING CORPORATION. At the
Effective Time, each of the members of the Board of Directors of the Company
immediately prior to the Effective Time shall be removed and, concurrently with
such removal, the directors of Merger Sub shall become the directors of the
Surviving Corporation, each to serve until their successors have been duly
elected or appointed and qualified or until their earlier death, resignation or
removal in accordance with the Surviving Corporation's Certificate of
Incorporation and By-Laws.

3.2. BOARD OF DIRECTORS OF PURCHASER. Purchaser shall cause the Board
of Directors of Purchaser at the Effective Time to consist of at least nine
individuals, of which two individuals

<PAGE>

shall be individuals nominated by the Board of Directors of the Company and
satisfactory to the Board of Directors of Purchaser. One of such directors
shall be appointed to the class of directors whose term expires in 1995 and one
of such directors shall be appointed to the class of directors whose term
expires in 1996. Such directors shall remain as such until their successors
have been duly elected or appointed and qualified or until their earlier death,
resignation or removal in accordance with Purchaser's Certificate of
Incorporation and By-Laws. Purchaser shall renominate such directors in 1995
and 1996, respectively, to the extent they are then qualified to serve as
directors. If, prior to the renomination of such directors in 1995 or 1996,
either of such directors becomes unable to serve as a director, or is no longer
qualified to serve, the remaining director (or his successor) shall select a
replacement nominee (which nominee shall be satisfactory to the Board of
Directors of Purchaser) to be appointed to serve the remaining term or to be
nominated in the other director's stead. In addition, such directors shall
initially be appointed to the Board of Directors of FHP, Inc.; provided, that
their service on such Board of Directors may terminate with reductions in the
size or composition of such board.

ARTICLE IV

CONVERSION AND CANCELLATION OF SHARES IN THE MERGER

4.1. CONVERSION AND CANCELLATION OF SHARES. The manner of converting
and canceling shares of the Company and Merger Sub in the Merger shall be as
follows:

(a) At the Effective Time, each share of Common Stock, $.10 par
value, of the Company (the "Shares") issued and outstanding immediately
prior to the Effective Time (other than Shares owned by Purchaser, Merger
Sub or any other subsidiary of Purchaser (collectively, the "Purchaser
Companies"), or Shares which are held by stockholders ("Dissenting
Stockholders") duly exercising appraisal rights pursuant to Section 262 of
the DGCL) shall, by virtue of the Merger and without any action on the part
of the holder thereof, be converted into the right to receive, without
interest, the following consideration (the "Merger Consideration"):

(i) 1.6 shares of Convertible Merger Preferred Stock (as defined
in Section 4.2); plus

(ii) 1.12 shares of Non-Convertible Merger Preferred Stock (as
defined in Section 4.2) or, at the election of the holder of such
Share as provided in Section 4.3(b) (the "Cash Election"), an amount
in cash equal to $28.00 (the "Cash Merger Consideration"); plus

<PAGE>

(iii) .41379 (the "Common Stock Exchange Ratio") of a share of the
Common Stock, $.05 par value, of Purchaser ("FHP Common Stock"),
together with any associated rights (the "Rights") issuable pursuant
to the Rights Agreement, dated as of June 8, 1990 (the "Rights
Agreement"), by and between Purchaser and American Stock Transfer &
Trust Company, as Rights Agent; PROVIDED, HOWEVER, that if the average
closing price (the "Average Closing Price") for a share of FHP Common
Stock on the NASDAQ National Market System for the twenty consecutive
trading days ending on the third trading day prior to the date of
effectiveness of the Merger (the "Effective Date") is less than $29.00
(the "Base Price"), the Common Stock Exchange Ratio shall be equal to
$12.00 divided by the Average Closing Price; PROVIDED FURTHER, that in
no event shall the Common Stock Exchange Ratio be more than .48000.

(c) At the Effective Time, each Share owned directly or indirectly by
the Company as treasury stock or otherwise, and each Share issued and
outstanding at the Effective Time and owned by any of the Purchaser
Companies, shall, by virtue of the Merger and without any action on the
part of the holder thereof, cease to be outstanding, shall be canceled and
retired without payment of any consideration therefor and shall cease to
exist.

(d) At the Effective Time, each share of Common Stock, $.01 par
value, of Merger Sub issued and outstanding immediately prior to the
Effective Time shall remain outstanding and each certificate therefor shall
continue to evidence one share of Common Stock of the Surviving
Corporation.

<PAGE>

FHP Common Stock upon surrender of stock certificates for exchange pursuant
to this Article IV (after taking into account all Shares then held by such
holder) shall receive, in lieu thereof, cash in an amount equal to the
value of such fractional share, which shall be equal to the fraction of a
share of FHP Common Stock that would otherwise be issued multiplied by the
Average Closing Price. Each holder of Shares issued and outstanding on the
Effective Date who would otherwise be entitled to receive a fractional
share of Convertible Merger Preferred Stock upon surrender of stock
certificates for exchange pursuant to this Article IV (after taking into
account all Shares then held by such holder) shall receive, in lieu
thereof, cash in an amount equal to the fraction of a share of Convertible
Merger Preferred Stock that would otherwise be issued multiplied by $25.00.
Each holder of Shares issued and outstanding on the Effective Date who
would otherwise be entitled to receive a fractional share of Non-
Convertible Merger Preferred Stock upon surrender of stock certificates for
exchange pursuant to this Article IV (after taking into account all Shares
then held by such holder) shall receive, in lieu thereof, cash in an amount
equal to the fraction of a share of Non-Convertible Merger Preferred Stock
that would otherwise be issued multiplied by $25.00.

(f) Each share of FHP Common Stock, Convertible Merger Preferred
Stock and Non-Convertible Merger Preferred Stock issued to "affiliates" of
the Company for purposes of Rule 145 under the Securities Act of 1933, as
amended (the "Securities Act") shall bear the restrictive legend specified
in Exhibit B hereto. The legend shall be removed upon transfer of such
shares in accordance with Rule 145 under the Securities Act or pursuant to
a registration statement under the Securities Act or an exemption from such
registration requirement; provided that, except in the event of a transfer
pursuant to a registration statement under the Securities Act, the
transferor shall provide Purchaser with a written opinion of legal counsel
to the transferor in form and substance satisfactory to Purchaser to the
effect that such transfer may be made in accordance with Rule 145 or
pursuant to an exemption from the registration requirements of the
Securities Act.

4.2. NEW CLASSES OF PREFERRED STOCK.

<PAGE>

preferences and terms set forth in Exhibit C hereto; PROVIDED, HOWEVER,
that if the Average Closing Price is less than the Base Price, the
conversion price of $35.96, as set forth in the Certificate of Designation
(the "Conversion Price"), shall be adjusted so that it is equal to 1.24
multiplied by the Average Closing Price; PROVIDED FURTHER, that in no event
shall the Conversion Price be less than $31.00.

(b) At or prior to the Effective Time, Purchaser shall file a
Certificate of Designation in substantially the form of Exhibit D hereto
with the Secretary of State of the State of Delaware, establishing the
terms of a series of preferred stock of Purchaser (the "Non-Convertible
Merger Preferred Stock"). The Non-Convertible Merger Preferred Stock shall
have the rights, privileges, preferences and terms set forth in Exhibit D
hereto.

4.3. PAYMENT FOR SHARES.

(a) At the Effective Time, Purchaser shall make available or cause to
be made available to the party specified by Purchaser as the exchange agent
(the "Exchange Agent"), for exchange in accordance with this Article IV,
certificates representing the shares of FHP Common Stock, Convertible
Merger Preferred Stock and Non-Convertible Merger Preferred Stock
(collectively, the "Stock Consideration") issuable pursuant to Section 4.1
hereof, together with amounts reasonably estimated to be sufficient in the
aggregate to provide the funds necessary for the Exchange Agent to make
payments pursuant to Section 4.1 hereof of the Cash Merger Consideration
and of payments in lieu of fractional shares of the Stock Consideration
(such certificates and funds referred to collectively as the "Exchange
Fund"), to holders of Shares issued and outstanding immediately prior to
the Effective Time who are to receive the Merger Consideration; provided,
however, that if the amounts made available to the Exchange Agent are not
sufficient in the aggregate to make the payments required by Section 4.1,
Purchaser shall promptly make available or cause to be made available to
the Exchange Agent such additional funds as are required to make such
payments.

<PAGE>

exchange for payment of the Merger Consideration therefor. Upon surrender
to the Exchange Agent of such certificates, together with the Letter of
Transmittal, duly executed and completed in accordance with the
instructions thereto, and only upon such surrender, Purchaser shall cause
to be issued and delivered to the persons entitled thereto certificates
representing that number of whole shares of FHP Common Stock, Convertible
Merger Preferred Stock and Non-Convertible Merger Preferred Stock which
such persons have the right to receive in respect of such certificates,
together with a check in the amount to which such persons are entitled,
after giving effect to any required tax withholdings. A Cash Election
which is not made in compliance with the instructions set forth in the
Letter of Transmittal shall be treated as if no Cash Election had been
made. Purchaser shall have the discretion, which it may delegate in whole
or in part to the Exchange Agent, to determine whether a Cash Election has
been properly made and to disregard immaterial defects in the making of
such election. The decisions of Purchaser or, if delegated, of the
Exchange Agent shall be conclusive and binding. Neither Purchaser, Merger
Sub nor the Exchange Agent shall be under any obligation to notify any
person of any defect in the making of a Cash Election.

(c) No interest shall be paid or shall accrue on the amount payable
upon the surrender of any certificate, whether or not such certificate was
surrendered for the Merger Consideration. If payment is to be made to a
person other than the registered holder of the certificate surrendered, it
shall be a condition of such payment that the certificate so surrendered
shall be properly endorsed and otherwise in proper form for transfer, as
determined by the Exchange Agent or Purchaser, and that the person
requesting such payment shall pay any transfer or other taxes required by
reason of the payment to a person other than the registered holder of the
certificate surrendered or establish to the satisfaction of Purchaser or
the Exchange Agent that such tax has been paid or is not payable.

(d) Three hundred and sixty days following the Effective Time,
Purchaser shall be entitled to cause the Exchange Agent to deliver to it
any portion of the Exchange Fund (including any interest received with
respect thereto) made available to the Exchange Agent which has not been
disbursed to holders of certificates formerly representing Shares
outstanding at the Effective Time, and thereafter such holders shall be
entitled to look only to Purchaser for payment of their claim for the Stock
Consideration, and as general creditors thereof with respect to the Cash
Merger Consideration, cash in lieu of fractional shares, and any dividends
or distributions with respect to the Stock Consideration payable upon due
surrender of their

<PAGE>

certificates. Notwithstanding the foregoing, neither the Exchange Agent
nor any party hereto shall be liable to any holder of certificates formerly
representing Shares for any amount paid to a public official as required by
any applicable abandoned property, escheat or similar law.

(e) Purchaser shall pay all charges and expenses, including those of
the Exchange Agent, in connection with the exchange of Shares for the
Merger Consideration.

4.4. APPRAISAL RIGHTS. If any Dissenting Stockholder shall be
entitled to require the Company to purchase such stockholder's Shares for their
"fair value," as provided in Section 262 of the DGCL, the Company shall give
Purchaser notice thereof and Purchaser shall have the right to participate in
all negotiations and proceedings with respect to any such demands. Neither the
Company nor the Surviving Corporation shall, except with the prior written
consent of Purchaser, voluntarily make any payment with respect to, or settle or
offer to settle, any such demand for payment. If any Dissenting Stockholder
shall fail to perfect or shall have effectively withdrawn or lost the right to
dissent, the Shares held by such stockholder shall thereupon be entitled to be
surrendered in exchange for the Merger Consideration.

4.5. TRANSFER OF SHARES AFTER THE EFFECTIVE TIME. No transfers of
Shares shall be made on the stock transfer books of the Surviving Corporation at
or after the Effective Time. If, after the Effective Time, certificates
representing Shares are presented to the Surviving Corporation, they shall be
canceled and exchanged for the Merger Consideration.

4.6. PURCHASER DIVIDENDS. No dividends that are otherwise payable on
the Stock Consideration to be received in exchange for Shares in the Merger
shall be paid to persons entitled to receive the Stock Consideration until such
persons surrender their certificates representing Shares. Upon such surrender,
there shall be paid to the person in whose name the Stock Consideration shall be
issued any dividends which shall have become payable with respect to such Stock
Consideration (less the amount of withholding taxes, if any, which may have been
imposed thereon) between the Effective Time and the time of such surrender.
After such surrender, there shall be paid to the person in whose name the Stock
Consideration shall be issued any dividends on such Stock Consideration which
shall have a record date after the Effective Time and prior to such surrender
and a payment date after such surrender and such payment shall be made on such
payment date. In no event shall the persons entitled to receive such dividends
be entitled to receive interest on such dividends.

<PAGE>

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to Purchaser and Merger Sub that:

(a) CORPORATE ORGANIZATION AND QUALIFICATION. Each of the Company
and its subsidiaries (as defined in Section 9.10) is a corporation duly
organized, validly existing and in good standing under the laws of its
respective jurisdiction of incorporation and is in good standing as a
foreign corporation in each jurisdiction where the properties owned, leased
or operated, or the business conducted, by it require such qualification,
except where such failure to so qualify or be in such good standing, when
taken together with all other such failures, does not have a material
adverse effect on the financial condition, cash flows, properties,
businesses, prospects or results of operations of the Company and its
subsidiaries taken as a whole. Each of the Company and its subsidiaries
has the requisite corporate power and corporate authority to own and lease
its properties and assets and to carry on its respective businesses as they
are now being conducted. Schedule 5.1(a) sets forth: each of the Company's
subsidiaries; each subsidiary's jurisdiction of organization; each
corporation, partnership, joint venture or other organization in which the
Company or any of its subsidiaries owns any beneficial interest (other than
any publicly-held corporation whose stock is traded on a national
securities exchange or in the over-the-counter market and less than 1% of
the stock of which is so owned); and the names of persons other than the
Company that are equity investors in the Company's subsidiaries or any such
corporation, partnership, joint venture or other organization other than
such a publicly-traded corporation. Other than as disclosed in Schedule
5.1(a), the Company has no subsidiaries. The Company has provided to
Purchaser complete and correct copies of the Company's Certificate of
Incorporation and By-Laws, and comparable charter documents and bylaws of
each subsidiary, each as amended to date. The Company's Certificate of
Incorporation and By-Laws and the subsidiaries' charter documents and by-
laws, as so delivered, are in full force and effect.

<PAGE>

reserved for issuance, except that, as of January 31, 1994, there were
sufficient Shares reserved for issuance pursuant to the options set forth
on Schedule 5.1 (b), the 1990 Stock Option Plan and the 1993 Stock Option
Plan (collectively, the "Stock Plans"), of which there are 703,616 Shares
subject to options outstanding. Each of the outstanding shares of capital
stock of each of the Company's subsidiaries is duly authorized, validly
issued, fully paid and nonassessable and, except as set forth in Schedule
5.1(a), owned, either directly or indirectly, by the Company free and clear
of all liens, pledges, security interests, or similar encumbrances. Except
as set forth above and in Schedule 5.1(b), there are no shares of capital
stock of the Company authorized, issued or outstanding and there are no
preemptive rights or any outstanding subscriptions, options, warrants,
rights (including any form of "poison pill" rights), convertible securities
or other agreements or commitments of any character to which the Company is
a party relating to the issued or unissued capital stock or other
securities of the Company or any of its subsidiaries. After the Effective
Time, the Surviving Corporation shall have no obligation to issue, transfer
or sell any Shares or common stock of the Surviving Corporation pursuant to
any Benefit Plan (as defined in Section 5.1(g)). As of the date of this
Agreement, there has been no change in the information set forth above as
of January 31, 1994, except for such changes that may relate to the
exercise or expiration of options granted pursuant to the Stock Plans.

(c) CORPORATE AUTHORITY. Subject only to approval of this Agreement
by the holders of a majority of the outstanding Shares, the Company has the
requisite corporate power and corporate authority and has taken all
corporate action necessary in order to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. This Agreement is
a valid and binding agreement of the Company enforceable against the
Company in accordance with its terms, except to the extent that such
enforcement may be limited by applicable bankruptcy, insolvency and other
similar laws affecting creditors' rights generally and by general
principles of equity.

(d) GOVERNMENTAL FILINGS; NO VIOLATIONS.

<PAGE>

registrations, approvals, permits or authorizations required to be
obtained by the Company or any of its subsidiaries from, any
governmental or regulatory authorities of the United States, the
several States or any foreign jurisdiction in connection with the
execution and delivery of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby.
Other than the filings provided for in Section 1.3 or required under
the HSR Act or the Exchange Act, Schedule 5.1(d)(i) sets forth all
Company Regulatory Filings known by the Company to be required as of
the date hereof. Upon becoming aware of any Company Regulatory
Filings which are required by law but are not listed on Schedule
5.1(d)(i) (other than the filings provided for in Section 1.3 or
required under the HSR Act or the Exchange Act), the Company shall
promptly notify Purchaser of such Company Regulatory Filings.

(ii) The execution and delivery of this Agreement by the Company
do not, and the consummation by the Company of the transactions
contemplated by this Agreement will not, constitute or result in (a) a
breach or violation of, or a default under, the Certificate of
Incorporation or By-Laws of the Company or the comparable governing
instruments of any of its subsidiaries, (b) except as set forth in
Schedule 5.1(d)(ii), a breach or violation of, a default under or the
triggering of any payment or other material obligations pursuant to,
any of the Company's existing Benefit Plans or any grant or award made
under any of the foregoing, (c) except as set forth in Schedule
5.1(d)(ii), a breach or violation of, a default or any change in the
rights or obligations of any party under, the acceleration of or the
creation of a lien, pledge, security interest or similar encumbrance
on assets pursuant to (with or without the giving of notice or the
lapse of time), any provision of any Material Contract (as defined in
Section 5.1(k)) of the Company or any of its subsidiaries or any
change in the rights or obligations of the Company or any of its
subsidiaries under any law, rule, ordinance or regulation or judgment,
decree, order, award or governmental or non-governmental permit or
license to which the Company or any of its subsidiaries is subject.

(iii) If the options outstanding under the 1993 Stock Option Plan
are assumed by Purchaser in accordance with the terms of such plan,
the execution and delivery of this Agreement by the Company do not,
and the consummation by the Company of the transactions

<PAGE>

contemplated by this Agreement will not, result in the acceleration of
any such options.

(e) COMPANY REPORTS; FINANCIAL STATEMENTS. The Company has delivered
to Purchaser (i) each proxy statement or information statement distributed
by it since January 1, 1992, (ii) the Company's Annual Report on Form 10-K
for the year ended December 31, 1992 and (iii) the Company's Quarterly
Reports on Form 10-Q for the periods ended March 31, 1993, June 30, 1993
and September 30, 1993 and (iv) each report on Form 8-K filed by it since
December 31, 1992, each in the form (including exhibits and any amendments
thereto) filed with the Securities and Exchange Commission (the "SEC")
(collectively, the "Company Reports"). As of their respective dates, the
Company Reports did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading. Each of the consolidated balance sheets
included in or incorporated by reference into the Company Reports
(including the related notes and schedules) fairly presents the
consolidated financial position of the Company and its subsidiaries as of
its date and each of the consolidated statements of income, of changes in
stockholders' equity and of cash flows included in or incorporated by
reference into the Company Reports (including any related notes and
schedules) fairly presents the results of operations, retained earnings and
cash flows, as the case may be, of the Company and its subsidiaries for the
periods set forth therein (subject, in the case of unaudited statements, to
normal year-end audit adjustments), in each case in accordance with
generally accepted accounting principles ("GAAP") consistently applied
during the periods involved, except as may be noted therein. Other than
the Company Reports, the Company has not filed prior to the date hereof any
definitive reports or statements with the SEC since December 31, 1992.

<PAGE>

distribution with respect to the capital stock of the Company, (iii) any
change by the Company in accounting principles, practices or methods;
(iv) any action taken after September 30, 1993 which, if taken after the
date of this Agreement, would have required the consent of Purchaser under
Section 6.1; or (v) any material revaluation by the Company of any of its
assets. Neither the Company nor any subsidiary has any liabilities
required to be set forth on a balance sheet in accordance with GAAP, except
(i) liabilities that are reflected or disclosed in the most recent of the
financial statements referred to in subsection (e) above, (ii) liabilities
incurred after September 30, 1993 in the ordinary course of business and
consistent in size and amount with the Company's prior experience reflected
in the Company Reports or (iii) liabilities that are set forth on Schedule
5.1(f)(iii).

(g) EMPLOYEE BENEFITS.

(i) To the extent required by law, the Company Reports together
with Schedule 5.1(g)(i) accurately list as of the date of this
Agreement all material bonus, deferred compensation, pension,
retirement, profit-sharing, thrift, savings, employee stock ownership,
stock bonus, stock purchase, restricted stock and stock option plans,
all employment or severance contracts, other material employee benefit
plans and any applicable "change of control" or similar provisions in
any such plan, contract or arrangement, maintained or contributed to
by the Company and its subsidiaries. All such plans (regardless of
whether they are funded or unfunded or foreign or domestic) and any
other material "employee benefit plans" within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), (collectively "Benefit Plans") are listed in
Schedule 5.1(g)(i). True and complete copies of (i) all Benefit Plans
and such other contracts or arrangements, including, but not limited
to, any trust instruments and/or insurance contracts, if any, forming
a part of any such plans, contracts and arrangements, and all
amendments thereto, and (ii) to the extent applicable, summary plan
descriptions, Form 5500's and actuarial reports have been provided to
Purchaser. Neither the Company nor its subsidiaries has any
obligation (or made any promise) to adopt any new plans or amend
existing Benefit Plans which would increase the benefits or
liabilities under such Benefit Plans.

(ii) All Benefit Plans have been operated and administered in
material compliance with their terms, and, to the extent subject to
ERISA, in compliance with ERISA. There is no pending or threatened
litigation

<PAGE>

relating to the Benefit Plans nor any reasonable basis therefor. No
event has occurred that is reasonably likely to subject the Company or
any of its subsidiaries to a tax or penalty imposed by either Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or
Section 502 of ERISA. Except as set forth on Schedule 5.1(g)(ii),
each of the Benefit Plans which is intended to be a qualified plan
within the meaning of Section 401(a) of the Code has been determined
by the Internal Revenue Service to be so qualified and nothing has
occurred to cause the loss of such qualified status.

(iii) No material liability of Title IV of ERISA has been incurred
in the last five years or is expected to be incurred by the Company or
any subsidiary of the Company with respect to any ongoing, frozen or
terminated "single-employer plan," within the meaning of Section
4001(a)(15) of ERISA, currently or formerly maintained by any of them,
or the single-employer plan of any entity which is considered a
predecessor of the Company or an employer affiliated with the Company
under Section 4001 of ERISA (an "ERISA Affiliate"). The Company and
its subsidiaries and their ERISA Affiliates have not incurred in the
last five years, and are unaware of any impending, withdrawal
liability with respect to a multiemployer plan under Subtitle E of
Title IV of ERISA.

(iv) With respect to Benefit Plans, in the aggregate, there are
no funded obligations for which contributions have not been made or
properly accrued. No accumulated funding deficiency (within the
meaning of Section 302 of ERISA or Section 412 of the Code) has
occurred with respect to any Benefit Plans. There are no unfunded
benefit obligations which have not been accounted for by reserves, or
otherwise properly footnoted in accordance with GAAP, on the
consolidated financial statements of the Company and its subsidiaries.

(v) Neither Company nor any of its subsidiaries is a party to
any collective bargaining agreement.

(vi) Neither Company nor any of its subsidiaries has any
obligation for retiree health, medical or life insurance benefits
under any Benefit Plans other than (i) coverage mandated by applicable
law or (ii) benefits the full cost of which are borne by the current
or former employee (or his beneficiary).

(vii) In the aggregate, there has been no misadministration of, or
improper provision with

<PAGE>

respect to, any Benefit Plans and no event has occurred in connection
with which the Company or any of its subsidiaries would be subject to
any penalties or liabilities (other than regularly anticipated
liabilities for benefits pursuant to such plans), except where such
penalties or liabilities, individually and in the aggregate, do not
have a material adverse effect on the business, properties, financial
condition, cash flows, prospects or results of operations of the
Company and its subsidiaries taken as a whole.

(viii) The current present value of all accumulated benefit
obligations under each of the Benefit Plans which is subject to Title
IV of ERISA did not, as of its latest valuation date, exceed the then
current value of the assets of such plan allocable to such benefit
liabilities by more than the amount, if any, disclosed in the
Company's most recent 10-K, based upon reasonable actuarial
assumptions currently utilized for such plan.

(ix) Except as set forth in Schedule 5.1(g)(ix), there have been
no material increases in salaries or bonuses (including grants of
stock options) paid to executives of the Company or its subsidiaries
after September 30, 1993.

(h) PROXY STATEMENT. The joint proxy statement with respect to the
meetings of stockholders referred to in Section 6.3 (the "Proxy Statement")
shall not, on the date the Proxy Statement (including any amendment or
supplement thereto) is first mailed to stockholders, or at the time of the
stockholders meetings referred to in Section 6.3, with respect to any
information concerning the Company or any of its subsidiaries or any of
their affiliates, officers, directors, employees, shareholders or advisers,
any information pertaining to the Company's consideration of participation
in the transactions contemplated by this Agreement, or any information
incorporated by reference to a document filed by the Company (or any
officer or shareholder thereof) with the SEC, contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in the light
of the circumstances under which they are made, not misleading. The Proxy
Statement shall comply as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations thereunder.
Notwithstanding the foregoing, the Company makes no representation or
warranty with respect to any information concerning Purchaser or any of its
subsidiaries or advisers included or incorporated by reference in the Proxy
Statement.

<PAGE>

(i) TAXES. Except as disclosed in writing to Purchaser on the date
hereof, the Company and each of its subsidiaries has timely filed, or
caused to be timely filed, all federal, state, local and foreign income,
gross receipts, sales, use, property, production, payroll, franchise,
withholding, employment, social security, license, excise, transfer, gains
and other tax returns or reports required to be filed by it, and has paid
or withheld, or caused to be paid or withheld, all taxes of any nature
whatsoever, including any related penalties, interest and liabilities (any
of the foregoing being referred to herein as a "Tax"), required to be paid,
other than such Taxes for which adequate reserves have been established and
which (a) are being contested in good faith or (b) are not subject to
penalty for late payment. Except as previously disclosed to Purchaser,
there are no claims or assessments pending against the Company or any
subsidiary for any alleged deficiency in any Tax, and the Company does not
know of any threatened Tax claims or assessments against the Company or any
subsidiary, nor of any basis upon which such a claim or assessment would
successfully be made (other than those for which adequate reserves have
been established). Neither the Company nor any of its subsidiaries has
made an election to be treated as a "consenting corporation" under Section
341(f) of the Code. Except as set forth in Schedule 5.1(i)(i), the Company
has no waivers or extensions of any applicable statute of limitations to
assess any Taxes. Except as set forth in Schedule 5.1(i)(ii), there are no
outstanding requests by the Company for any extension of time within which
to file any return or within which to pay any Taxes shown to be due on any
return. Except as set forth on Schedule 5.1(i)(iv), no taxing authority is
conducting or, to the Company's knowledge, has threatened or notified the
Company or any of its subsidiaries that it intends to conduct, an audit of
any prior tax period of the Company or any of its past or present
subsidiaries.

(j) COMPLIANCE WITH LAW. Each of the Company and its subsidiaries,
to the extent conducting a health maintenance organization ("HMO") or
insurance business, is duly qualified or authorized and in good standing
under the HMO laws or insurance laws, respectively, of each State in which
the conduct of such business requires such qualification or authorization.
Except as set forth on Schedule 5.1(j), the conduct of the Company's and
its subsidiaries' respective businesses is in conformity with all foreign,
federal, state, local and other governmental and regulatory requirements,
and the forms, procedures and practices of the Company and its subsidiaries
are in compliance with all such requirements, to the extent applicable,
except where such non-conformities, individually and in the aggregate, do
not have a material adverse effect on the business, properties, financial
condition, cash flows, prospects or results of

<PAGE>

operations of the Company and its subsidiaries taken as a whole.

(k) CERTAIN AGREEMENTS. Schedule 5.1(k) sets forth, as of the date
of this Agreement, a true and complete list of (i) each contract, agreement
or other arrangement of or involving the Company or any of its subsidiaries
with respect to indebtedness for money borrowed (other than trade payables
in the ordinary and usual course of business), including, but not limited
to, letters of credit, guaranties and swap and similar agreements, (ii)
each contract, agreement or other arrangement which limits or restricts the
ability of the Company or any of its subsidiaries to compete or otherwise
to conduct its business in any manner or place, (iii) each mortgage,
contract, license, lease, indenture or other agreement of the Company or
any of its subsidiaries (a) which would be required by Rule 601(b)(10) of
SEC Regulation S-K to be filed as an exhibit to an Annual Report on Form
10-K (other than any Benefit Plan), or (b) which constitutes any other
liability (including, without limitation, any guarantee, surety contract or
similar instrument), obligation or transaction and, in the case of any item
referred to in this clause (iii)(b), is material to the Company and its
subsidiaries or their businesses or prospects taken as a whole, and (iv)
for each of the three administrative regions of the Company (Midwestern,
Colorado and California) (a) the ten largest contracts or agreements (based
on revenues generated thereunder) with employer groups and (b) the ten
largest contracts or agreements (based on payments made thereunder) with
providers of health care services (the items referred to in clauses i, ii,
iii(a), iii(b) and (iv) of this sentence being referred to herein as
"Material Contracts"). A true and complete copy of each Material Contract
has been made available to Purchaser (other than pricing data in contracts
with employer groups and providers). Except as set forth in Schedule
5.1(k), each Material Contract is a valid and legally binding obligation of
the Company or one of its subsidiaries, whichever is applicable, is in full
force and effect, all material obligations required to be performed
thereunder as of the date hereof by the Company or its subsidiaries,
whichever is applicable, have been performed to date, and, to the knowledge
of the Company, no other party to any such Material Contract is in default
in any material respect under the terms thereof except for such failures to
perform or defaults which do not give rise to any rights of termination,
damages or other changes in the relations of the parties and individually
and in the aggregate are not material.

<PAGE>

(l) TITLE TO PROPERTY.

(i) The Company and its subsidiaries own and hold title to all
real and other property reflected in the Company Reports as owned by
the Company, free and clear of all mortgages, liens, security
interests or encumbrances of any nature whatsoever, except for (i)
such as are disclosed in the Company Reports or Schedule 5.1(l), (ii)
mechanics', carriers', workmen's, repairmen's or other like liens
arising or incurred in the ordinary course of business and (iii) liens
for taxes, assessments and other governmental charges which are not
due and payable or which may thereafter be paid without penalty or are
being contested in good faith by appropriate proceedings.

(ii) All material leasehold properties held by the Company or any
of its subsidiaries as lessee are held under valid, binding and
enforceable leases, subject only to exceptions that, individually and
in the aggregate, do not adversely affect the value or use thereof.
There is no pending or threatened order, decree, injunction, judgment,
ruling or writ, or action, complaint, investigation, suit or other
proceeding, whether civil or criminal, in law or in equity, or before
any arbitrator or governmental entity ("Actions") that would
materially interfere with the quiet enjoyment of such leasehold
interests by the Company or its subsidiaries.

(m) BROKERS AND FINDERS. Other than as required by Section 8.5 of
this Agreement, neither the Company nor any of its officers, directors or
employees has employed any broker or finder or incurred any liability for
any brokerage, finder's, breakup, topping, termination or similar fees or
commissions in connection with the transactions contemplated herein, except
that the Company has employed Kidder Peabody & Co. as its financial
advisor.

<PAGE>

5.1(n) or in connection with the transactions contemplated hereby, there is
no matter as to which the Company or any subsidiary has received any
notice, claim or assertion, or, to the knowledge of the Company, which
otherwise has been threatened or is reasonably expected to be threatened or
initiated, against or affecting any director, officer, employee, agent or
representative of the Company or any subsidiary or any other person, nor to
the knowledge of the Company is there any reasonable basis therefor, in
connection with which any such person has or may reasonably be expected to
have any right to be indemnified by the Company or any subsidiary.

(o) FAIRNESS OPINION. The Company and its Board of Directors has
received from Kidder Peabody & Co. an opinion, dated the date hereof, to
the effect that the consideration to be received by the stockholders of the
Company in the Merger is fair, from a financial point of view, to such
holders.

(p) REGULATORY STATEMENTS. The annual and quarterly statements
described on Schedule 5.1(p) and the statutory balance sheets and income
statements included therein (i) are true and accurate in all material
respects, (ii) are complete in accordance with the accounting principles or
practices set forth in applicable State laws and regulations or prescribed
or permitted by the relevant State regulatory body ("Statutory Accounting
Principles") in all material respects, (iii) present fairly the statutory
financial condition and results of operations of the Company and/or its
subsidiary as of the dates and for the periods indicated therein and have
been prepared in accordance with Statutory Accounting Principles
consistently applied throughout the periods indicated, except as expressly
set forth therein, and (iv) constitute all state-mandated periodic
statutory accounting reports required to be filed by the Company or any of
its subsidiaries since December 31, 1992.

(q) INSURANCE. Schedule 5.1(q) lists all policies of insurance
currently in effect to which the Company or any of its subsidiaries is a
beneficiary or named insured. Neither the Company nor any subsidiary is in
default under any such policy, and all such policies are in full force and
effect, with all premiums due thereon paid. The Company and its
subsidiaries have timely filed claims with their respective insurers with
respect to all matters and occurrences for which they believe they have
coverage.

<PAGE>

TakeCare Life Insurance Company, an Arizona corporation and wholly owned
subsidiary of the Company ("TC Life" and together with TIC, the Insurance
Subsidiaries"), is duly licensed and in good standing to issue indemnity
health reinsurance and transact the business of reinsurance in the State of
Arizona. Copies of the Insurance Subsidiaries' licenses are set forth in
Schedule 5.1 (r). Since December 31, 1990 (and prior to December 31, 1990,
to the knowledge of the Company) the Insurance Subsidiaries have never had
any license or certificate of authority revoked nor has any state refused
any of their applications for a license or certificate of authority. To
the knowledge of the Company, since December 31, 1990, no violations have
been recorded in respect of any such licenses or certificates of authority,
and no investigation or proceeding is pending or threatened which might
involve the revocation or limitation of any of such licenses or
certificates. Except as set forth in Schedule 5.1 (r), there are no
conditions to such licenses or certificates of authority. The Company is
not in possession of any information which would lead it to believe that
any licenses or permits necessary to the conduct of the Insurance
Subsidiaries' respective businesses will not remain in full force and
effect for the full length of their terms. The insurance reserving
practices and policies of the Insurance Subsidiaries have been selected and
applied in good faith and comply with Statutory Accounting Principles, and
such practices and policies are reflected in the annual convention form
statements of the Insurance Subsidiaries filed with the Insurance
Commissioners of their respective States of qualification for the years
ended December 31, 1992 and 1993 (and 1991 with respect to TIC), except for
such non-compliances as cannot materially adversely affect the conduct of
the business or prospects of the Insurance Subsidiaries.

(s) INVESTMENTS. A statement of the Company's investment policy (the
"Investment Policy") is set forth on Schedule 5.1(s). Except as described
on Schedule 5.1(s), all investments currently held by the Company and its
subsidiaries have been made and maintained in accordance with the
Investment Policy, and in the aggregate, there is no recognized or
unrecognized loss attributable to such investments that are not reflected
on the most recent balance sheet included in the Company Reports.

<PAGE>

the requirements of any law, rule or regulation applicable to such
reserves, (iii) are computed on the basis of assumptions consistent with
those used in computing the corresponding reserve in the prior fiscal year,
and (iv) include provision for all actuarial reserves and related items
which ought to be established in accordance with applicable laws or
regulations and prudent industry practices. As of the date of this
Agreement, neither the Company nor its senior management is aware of any
fact or circumstance which would necessitate, in the good faith application
of prudent reserving practices and policies, any material adverse change in
reserves for such incurred but not yet paid claims above that reflected in
the most recent balance sheet included in the Company Reports (other than
increases consistent with past experience resulting from increases in
enrollment with respect to the Company's services).

(v) AUDITS BY GOVERNMENTAL ENTITIES. As of the date of this
Agreement, other than as disclosed in Schedule 5.1(v), no audit of the
Company or any of its subsidiaries which may be expected to have a material
adverse effect on the Company and its subsidiaries (taken as a whole) is
pending before, or to the Company's knowledge has been threatened by, any
governmental or regulatory authority of the United States (other than the
Internal Revenue Service), the several States (other than state taxing
authorities) or any foreign jurisdiction nor is any such audit anticipated
to occur before December 31, 1994.

<PAGE>

the conduct of the business of the Company or any subsidiary or the use of
any property or facility of the Company or any subsidiary which has created
or might reasonably be expected to create any liability under any
Environmental Regulations or which would require reporting to or
notification of any governmental or regulatory authorities of the United
States, the several States or any foreign jurisdiction; and (iii) any
Hazardous Substance handled or dealt with in any way in connection with the
businesses of the Company or any subsidiary has been and is being handled
or dealt with in all respects in compliance with applicable Environmental
Regulations, except where such non-compliances under clauses (i), (ii) and
(iii), individually and in the aggregate, do not have a material adverse
effect on the business, properties, financial condition, cash flows,
prospects or results of operations of the Company and its subsidiaries
taken as a whole. For purposes of this paragraph, "Hazardous Substance"
includes (but shall not be limited to) substances that are defined or
listed in, or otherwise classified pursuant to, any applicable
Environmental Regulations as "hazardous substances," "hazardous materials,"
"hazardous wastes" or "toxic substances," or any other formulation intended
to define, list or classify substances by reason of deleterious properties
such as ignitibility, corrosivity, reactivity, carcinogenicity,
reproductive toxicity or "EP toxicity," and petroleum and drilling fluids,
produced waters and other wastes associated with the exploration,
development, or production of crude oil, natural gas or geothermal energy.

5.2. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB.
Purchaser and Merger Sub represent and warrant to the Company that:

<PAGE>

venture or other organization in which Purchaser or any of its subsidiaries
owns any beneficial interest (other than any publicly-held corporation
whose stock is traded on a national securities exchange or in the over-the-
counter market and less than 1% of the stock of which is so owned).
Purchaser has made available to the Company complete and correct copies of
Purchaser's Certificate of Incorporation and By-Laws, and comparable
charter documents and bylaws of each subsidiary, each as amended to date.
Purchaser's Certificate of Incorporation and By-Laws and the subsidiaries'
charter documents and by-laws are in full force and effect.

(b) AUTHORIZED CAPITAL. The authorized capital stock of Purchaser
consists of: 70,000,000 shares of FHP Common Stock, of which 33,109,582
shares were outstanding on December 31, 1993, and 5,000,000 shares of
preferred stock, none of which were outstanding on December 31, 1993. All
of the outstanding shares of FHP Common Stock have been duly authorized and
are validly issued, fully paid and nonassessable. Purchaser has no shares
of FHP Common Stock reserved for issuance, except that, as of December 31,
1993, there were 5,278,745 shares reserved for issuance pursuant to
Purchaser's Executive Incentive Plan (the "Incentive Plan"), of which there
were 2,771,703 shares subject to options outstanding, and there were
8,970,321 shares reserved for issuance on exercise of the Rights under the
Rights Agreement. Each of the outstanding shares of capital stock of each
of Purchaser's subsidiaries is duly authorized, validly issued, fully paid
and nonassessable and, except as set forth in Schedule 5.2(a), owned,
either directly or indirectly, by Purchaser free and clear of all liens,
pledges, security interests, or similar encumbrances. Except as set forth
above and in Schedule 5.2(b), there are no shares of capital stock of
Purchaser authorized, issued or outstanding and there are no preemptive
rights or any outstanding subscriptions, options, warrants, rights
(including any form of "poison pill" rights), convertible securities or
other agreements or commitments of any character to which Purchaser is a
party relating to the issued or unissued capital stock or other securities
of Purchaser or any of its subsidiaries. As of the date of this Agreement,
there has been no change in the information set forth above as of December
31, 1993, except for such changes that may relate to the exercise or
expiration of options granted pursuant to the Incentive Plan. Upon
issuance, the Stock Consideration will be duly authorized, validly issued,
non-assessable and free of preemptive rights.

(c) CORPORATE AUTHORITY. Subject only to approval by the holders of
a majority of the outstanding shares of FHP Common Stock of this Agreement
and an amendment to

<PAGE>

Purchaser's Certificate of Incorporation to increase the number of shares
of preferred stock which Purchaser is authorized to issue, each of
Purchaser and Merger Sub has the requisite corporate power and corporate
authority and has taken all corporate action necessary in order to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby. This Agreement is a valid and binding agreement of Purchaser and
Merger Sub enforceable against Purchaser and Merger Sub in accordance with
its terms, except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency and other similar laws affecting
creditors' rights generally and by general principles of equity.

(d) GOVERNMENTAL FILINGS; NO VIOLATIONS.

(i) Other than the filings provided for in Section 1.3 and such
filings as are required under the HSR Act, the Securities Act, the
Exchange Act, by the insurance, HMO (or similar body), securities or
"blue sky" laws of the various States and as set forth on Schedule
5.2(d)(i) or otherwise required by law (together, the "Purchaser
Regulatory Filings" and together with the Company Regulatory Filings,
the "Regulatory Filings"), no notices, reports or other filings are
required to be made by Purchaser or Merger Sub with, nor are any
consents, registrations, approvals, permits or authorizations required
to be obtained by Purchaser or Merger Sub from, any governmental or
regulatory authorities of the United States, the several States or any
foreign jurisdiction in connection with the execution and delivery of
this Agreement by Purchaser and Merger Sub and the consummation by
Purchaser and Merger Sub of the transactions contemplated hereby.
Other than the filings provided for in Section 1.3 or required under
the HSR Act, the Securities Act, the Exchange Act or by the insurance,
HMO (or similar body), securities or "blue sky" laws of the various
States, Schedule 5.2(d)(i) sets forth all Purchaser Regulatory Filings
known by Purchaser to be required as of the date hereof. Upon
becoming aware of any Purchaser Regulatory Filings which are required
by law but are not listed on Schedule 5.2(d)(i) (other than the
filings provided for in Section 1.3 or required under the HSR Act, the
Securities Act, the Exchange Act or by the insurance, HMO (or similar
body), securities or "blue sky" laws of the various States), Purchaser
shall promptly notify the Company of such Purchaser Regulatory
Filings.

(ii) The execution and delivery of this Agreement by Purchaser
and Merger Sub do not, and the

<PAGE>

consummation by Purchaser and Merger Sub of the transactions
contemplated by this Agreement will not, constitute or result in (a) a
breach or violation of, or a default under, the Certificate of
Incorporation or By-Laws of Purchaser or the comparable governing
instruments of any of its subsidiaries, including Merger Sub, or (b) a
breach or violation of, a default or any change in the rights or
obligations of any party under, the acceleration of or the creation of
a lien, pledge, security interest or similar encumbrance on assets
pursuant to (with or without the giving of notice or the lapse of
time), any provision of any Contract (as defined in Section 5.2(k)) of
Purchaser or any of its subsidiaries or any change in the rights or
obligations of Purchaser or any of its subsidiaries under any law,
rule, ordinance or regulation or judgment, decree, order, award or
governmental or non-governmental permit or license to which Purchaser
or any of its subsidiaries is subject, except, in the case of clause
(b) above, for such breaches, violations, defaults, accelerations or
changes that, alone and in the aggregate, do not have a material
adverse effect on the financial condition, cash flows, properties,
businesses, prospects or results of operations of Purchaser and its
subsidiaries taken as a whole or that could not prevent or materially
delay the Merger.

(e) PURCHASER REPORTS; FINANCIAL STATEMENTS. Purchaser has delivered
to the Company (i) each proxy statement or information statement prepared
by Purchaser since December 31, 1992, (ii) Purchaser's Annual Report on
Form 10-K for the fiscal year ended June 30, 1993, (iii) Purchaser's
Quarterly Report on Form 10-Q for the period ended September 30, 1993 and
(iv) each report on Form 8-K filed by it since June 30, 1993, each in the
form (including exhibits and any amendments thereto) filed with the SEC
(collectively, the "Purchaser Reports"). As of their respective dates, the
Purchaser Reports did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading. Each of the consolidated balance
sheets included in or incorporated by reference into the Purchaser Reports
(including the related notes and schedules) fairly presents the
consolidated financial position of Purchaser and its subsidiaries as of its
date and each of the consolidated statements of income and of cash flows
included in or incorporated by reference into the Purchaser Reports
(including any related notes and schedules) fairly presents the results of
operations, retained earnings and cash flows, as the case may be, of
Purchaser and its consolidated subsidiaries for the periods set forth
therein (subject, in

<PAGE>

the case of unaudited statements, to normal year-end audit adjustments), in
each case in accordance with GAAP consistently applied during the periods
involved, except as may be noted therein. Other than the Schedule 13D
filed in connection with this transaction, the registration statement on
Form S-3 relating to Purchaser's outstanding debt securities and the
Purchaser Reports, Purchaser has not filed prior to the date hereof any
definitive reports or statements with the SEC since June 30, 1993.

(f) ABSENCE OF CERTAIN CHANGES; NO OTHER LIABILITIES. Except as
disclosed in the Purchaser Reports or as disclosed to the Company in
writing on or prior to the date hereof, since December 31, 1992, to the
date hereof, Purchaser and its subsidiaries have conducted their respective
businesses only in, and have not engaged in any material transaction other
than according to, the ordinary and usual course of such businesses and
there has not been: (i) any material adverse change in the financial
condition, cash flows, properties, businesses, prospects or results of
operations of Purchaser and its subsidiaries taken as a whole or any
development or combination of developments of which management of Purchaser
is aware which is reasonably likely to result in any such change; (ii) any
change by Purchaser in accounting principles, practices or methods, other
than as disclosed in the Purchaser Reports; (iii) any declaration, setting
aside or payment of any dividend or other distribution with respect to the
capital stock of Purchaser; or (iv) any material revaluation by Purchaser
of any of its assets. Neither Purchaser nor any subsidiary has any
liabilities required to be set forth on a balance sheet in accordance with
GAAP, except (i) liabilities that are reflected or disclosed in the most
recent of the financial statements referred to in subsection (e) above,
(ii) liabilities incurred after September 30, 1993 in the ordinary course
of business and consistent in size and amount with Purchaser's prior
experience reflected in the Purchaser Reports or (iii) liabilities that are
set forth on Schedule 5.2(f).

(g) EMPLOYEE BENEFITS.

(i) To the extent required by law, the Purchaser Reports
together with Schedule 5.2(g) accurately list as of the date of this
Agreement all material bonus, deferred compensation, pension,
retirement, profit-sharing, thrift, savings, employee stock ownership,
stock bonus, stock purchase, restricted stock and stock option plans,
all material employment or severance contracts, other material
employee benefit plans and any applicable "change of control" or
similar provisions in any such plan, contract or arrangement,
maintained or contributed to by Purchaser and its

<PAGE>

subsidiaries (collectively, the "Purchaser Benefit Plans").

(ii) With respect to the Purchaser Benefit Plans, in the
aggregate, there are no funded obligations for which contributions
have not been made or properly accrued. No accumulated funding
deficiency (within the meaning of Section 302 of ERISA or Section 412
of the Code) has occurred with respect to any Purchaser Benefit Plans.
There are no unfunded benefit obligations which have not been
accounted for by reserves, or otherwise properly footnoted in
accordance with GAAP, on the consolidated financial statements of
Purchaser and its subsidiaries.

(iii) Neither Purchaser nor any of its subsidiaries is a party to
any collective bargaining agreement.

(iv) Neither Purchaser nor any of its subsidiaries has any
obligation for retiree health, medical or life insurance benefits
under any Purchaser Benefit Plans other than (i) coverage mandated by
applicable law or (ii) benefits the full cost of which are borne by
the current or former employee (or his beneficiary).

(v) In the aggregate, there has been no misadministration of, or
improper provision with respect to, any Purchaser Benefit Plans and no
event has occurred in connection with which Purchaser or any of its
subsidiaries would be subject to any penalties or liabilities (other
than regularly anticipated liabilities for benefits pursuant to such
plans), except where such penalties or liabilities, individually and
in the aggregate, do not have a material adverse effect on the
business, properties, financial condition, cash flows, prospects or
results of operations of Purchaser and its subsidiaries taken as a
whole.

<PAGE>

be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they are made, not misleading.
The Proxy Statement shall comply as to form in all material respects with
the requirements of the Exchange Act and the rules and regulations
thereunder. Notwithstanding the foregoing, Purchaser makes no
representation or warranty with respect to any information concerning the
Company or any of its subsidiaries or advisers included or incorporated by
reference in the Proxy Statement.

(i) TAXES. Purchaser and each of its subsidiaries has timely filed,
or caused to be timely filed, all federal, state, local and foreign income,
gross receipts, sales, use, property, production, payroll, franchise,
withholding, employment, social security, license, excise, transfer, gains
and other tax returns or reports required to be filed by it, and has paid
or withheld, or caused to be paid or withheld, all Taxes required to be
paid, other than such Taxes for which adequate reserves have been
established and which (a) are being contested in good faith or (b) are not
subject to penalty for late payment. Except as previously disclosed to the
Company, there are no claims or assessments pending against Purchaser or
any subsidiary for any alleged deficiency in any Tax, and Purchaser does
not know of any threatened Tax claims or assessments against Purchaser or
any subsidiary, nor of any basis upon which such a claim or assessment
would successfully be made (other than those for which adequate reserves
have been established). Neither Purchaser nor any of its subsidiaries has
made an election to be treated as a "consenting corporation" under Section
341(f) of the Code. Except as set forth in Schedule 5.2(i)(i), Purchaser
has no waivers or extensions of any applicable statute of limitations to
assess any Taxes. Except as set forth in Schedule 5.2(i)(ii), there are no
outstanding requests by Purchaser for any extension of time within which to
file any return or within which to pay any Taxes shown to be due on any
return. Except as set forth on Schedule 5.2(i)(iv), no taxing authority is
conducting or, to the knowledge of Purchaser, has threatened or notified
Purchaser or any of its subsidiaries that it intends to conduct, an audit
of any prior tax period of Purchaser or any of its past or present
subsidiaries.

(j) COMPLIANCE WITH LAW. The conduct of Purchaser's and its
subsidiaries' respective businesses is in conformity with all foreign,
federal, state, local and other governmental and regulatory requirements,
and the forms, procedures and practices of Purchaser and its subsidiaries
are in compliance with all such requirements, to the extent applicable,
except where such non-conformities, individually and in the aggregate, do
not have a material adverse effect on the business, properties, financial
condition, cash

<PAGE>

flows, prospects or results of operations of Purchaser and its subsidiaries
taken as a whole.

(k) CERTAIN AGREEMENTS. Schedule 5.2(k) sets forth, as of the date
of this Agreement, a true and complete list of (i) each contract, agreement
or other arrangement of or involving Purchaser or any of its subsidiaries
with respect to indebtedness for money borrowed (other than trade payables
in the ordinary and usual course of business), including, but not limited
to, letters of credit, guaranties and swap and similar agreements, (ii)
each contract, agreement or other arrangement which limits or restricts the
ability of Purchaser or any of its subsidiaries to compete or otherwise to
conduct its business in any manner or place, (iii) each mortgage, contract,
license, lease, indenture or other agreement of Purchaser or any of its
subsidiaries (a) which would be required by Rule 601(b)(10) of SEC
Regulation S-K to be filed as an exhibit to an Annual Report on Form 10-K
(other than any Purchaser Benefit Plan), or (b) which constitutes any other
liability (including, without limitation, any guarantee, surety contract or
similar instrument), obligation or transaction and, in the case of any item
referred to in this clause (iii)(b), is material to Purchaser and its
subsidiaries or their businesses or prospects taken as a whole, and (iv)
for the California administrative region of Purchaser (a) the ten largest
contracts or agreements (based on revenues generated thereunder) with
employer groups and (b) the ten largest contracts or agreements (based on
payments made thereunder) with providers of health care services (the items
referred to in clauses i, ii, iii(a), iii(b) and (iv) of this sentence
being referred to herein as "Contracts"). A true and complete copy of each
Contract has been made available to the Company (other than pricing data in
contracts with employer groups and providers). Except as set forth in
Schedule 5.2(k), each Contract is a valid and legally binding obligation of
Purchaser or one of its subsidiaries, whichever is applicable, is in full
force and effect, all material obligations required to be performed
thereunder as of the date hereof by Purchaser or its subsidiaries,
whichever is applicable, have been performed to date, and, to the knowledge
of Purchaser, no other party to any such Contract is in default in any
material respect under the terms thereof except for such failures to
perform or defaults which do not give rise to any rights of termination,
damages or other changes in the relations of the parties and individually
and in the aggregate are not material.

(l) TITLE TO PROPERTY.

(i) Purchaser and its subsidiaries own and hold title to all
real and other property reflected in the

<PAGE>

Purchaser Reports as owned by Purchaser, free and clear of all
mortgages, liens, security interests or encumbrances of any nature
whatsoever, except for (i) such as are disclosed in the Purchaser
Reports or Schedule 5.2(l), (ii) mechanics', carriers', workmen's,
repairmen's or other like liens arising or incurred in the ordinary
course of business and (iii) liens for taxes, assessments and other
governmental charges which are not due and payable or which may
thereafter be paid without penalty or are being contested in good
faith by appropriate proceedings.

(ii) All material leasehold properties held by Purchaser or any
of its subsidiaries as lessee are held under valid, binding and
enforceable leases, subject only to exceptions that, individually and
in the aggregate, do not adversely affect the value or use thereof.
There is no pending or threatened Action that would materially
interfere with the quiet enjoyment of such leasehold interests by
Purchaser or its subsidiaries.

(m) BROKERS AND FINDERS. Other than as required by Section 8.5 of
this Agreement, neither Purchaser nor any of its officers, directors or
employees has employed any broker or finder or incurred any liability for
any brokerage, finder's, breakup, topping, termination or similar fees or
commissions in connection with the transactions contemplated herein, except
that Purchaser has employed Smith Barney Shearson Inc. as its financial
advisor.

(n) LEGAL PROCEEDINGS. There is no Action, either pending or, to the
knowledge of Purchaser, threatened, against or affecting Purchaser or any
subsidiary or any of their respective properties or assets that might
reasonably be expected to materially adversely affect the conduct of
Purchaser's and its subsidiaries' business or to impede or prohibit any of
the transactions contemplated by this Agreement. Except as set forth in
the Purchaser Reports or in connection with the transactions contemplated
hereby, there is no matter as to which Purchaser or any subsidiary has
received any notice, claim or assertion, or, to the knowledge of Purchaser,
which otherwise has been threatened or is reasonably expected to be
threatened or initiated, against or affecting any director, officer,
employee, agent or representative of Purchaser or any subsidiary or any
other person, nor to the knowledge of Purchaser is there any reasonable
basis therefor, in connection with which any such person has or may
reasonably be expected to have any right to be indemnified by Purchaser or
any subsidiary, except where such rights of indemnification, individually
and in the aggregate, do not have a material adverse effect on the
business, properties, financial condition, cash flows,

<PAGE>

prospects or results of operations of Purchaser and its subsidiaries taken
as a whole.

(p) REGULATORY STATEMENTS. The annual and quarterly statements
described on Schedule 5.2(p) and the statutory balance sheets and income
statements included therein (i) are true and accurate in all material
respects, (ii) are complete in accordance with Statutory Accounting
Principles in all material respects, (iii) present fairly the statutory
financial condition and results of operations of Purchaser and/or its
subsidiaries as of the dates and for the periods indicated therein and have
been prepared in accordance with Statutory Accounting Principles
consistently applied throughout the periods indicated, except as expressly
set forth therein, and (iv) constitute all state-mandated periodic
statutory accounting reports required to be filed by Purchaser or any of
its subsidiaries since December 31, 1992.

(r) INVESTMENTS. A statement of Purchaser's investment policy (the
"Purchaser Investment Policy") is set forth on Schedule 5.2(r). Except as
described on Schedule 5.2(r), all investments currently held by Purchaser
and its subsidiaries have been made and maintained in accordance with the
Purchaser Investment Policy, and in the aggregate, there is no recognized
or unrecognized loss attributable to such investments that are not
reflected on the most recent balance sheet included in the Purchaser
Reports.

<PAGE>

on the basis of assumptions consistent with those used in computing the
corresponding reserve in the prior fiscal year, and (iv) include provision
for all actuarial reserves and related items which ought to be established
in accordance with applicable laws or regulations and prudent industry
practices. As of the date of this Agreement, neither Purchaser nor its
senior management is aware of any fact or circumstance which would
necessitate, in the good faith application of prudent reserving practices
and policies, any material adverse change in reserves for such incurred but
not yet paid claims above that reflected in the most recent balance sheet
included in the Purchaser Reports (other than increases consistent with
past experience resulting from increases in enrollment with respect to
Purchaser's services).

(t) HEALTH CARE PROVIDER CONTRACTS. Except as set forth in Schedule
5.2(t), as of the date of this Agreement, there is no pending or, to
Purchaser's knowledge, threatened cancellation of any material contract
between Purchaser or any of its subsidiaries and any provider of health
care services, and Purchaser does not believe that any such cancellation
will occur prior to December 31, 1994.

(u) AUDITS BY GOVERNMENTAL ENTITIES. As of the date of this
Agreement, other than as disclosed in Schedule 5.2(u), no audit of
Purchaser or any of its subsidiaries which may reasonably be expected to
have a material adverse effect on Purchaser and its subsidiaries (taken as
a whole) is pending before, or to Purchaser's knowledge has been threatened
by, any governmental or regulatory authority of the United States (other
than the Internal Revenue Service), the several States (other than state
taxing authorities) or any foreign jurisdiction nor is any such audit
anticipated to occur before December 31, 1994.

<PAGE>

the several States or any foreign jurisdiction; and (iii) any Hazardous
Substance handled or dealt with in any way in connection with the
businesses of Purchaser or any subsidiary has been and is being handled or
dealt with in all respects in compliance with applicable Environmental
Regulations, except where such non-compliances under clauses (i), (ii) and
(iii), individually and in the aggregate, do not have a material adverse
effect on the business, properties, financial condition, cash flows,
prospects or results of operations of Purchaser and its subsidiaries taken
as a whole.

ARTICLE VI

COVENANTS

6.1. INTERIM OPERATIONS OF THE COMPANY. The Company covenants and
agrees that, after the date hereof and prior to the Effective Time, unless
Purchaser shall have consented in writing thereto:

(b) the Company shall not (i) sell or pledge or agree to sell or
pledge any equity securities of its subsidiaries owned by it (except for
statutory deposits made (to comply with applicable laws and regulations)
after 10-day's prior notice thereof to Purchaser); (ii) amend its
Certificate of Incorporation or By-Laws; (iii) split, combine or reclassify
the outstanding Shares; or (iv) declare, set aside or pay any dividend
payable in cash, stock or property with respect to the Shares;

(c) except as set forth on Schedule 6.1(c), neither the Company nor
any of its subsidiaries shall (i) issue, sell, pledge, dispose of or
encumber any additional shares of, or securities convertible or
exchangeable for, or options, warrants, calls, commitments or rights of any
kind to acquire, any shares of capital stock of any class of the Company or
its subsidiaries, other than additional purchases of securities from
wholly-owned subsidiaries of the Company and, in the case of the Company,
other than issuances of Shares pursuant to options outstanding on the date
hereof under the Stock Plans; (ii) transfer, lease, license,

<PAGE>

guarantee, sell, mortgage, pledge, dispose of or encumber any assets or
incur or modify any indebtedness or other liability other than in the
ordinary and usual course of business; (iii) acquire directly or indirectly
by redemption or otherwise any shares of the capital stock of the Company;
or (iv) authorize capital expenditures other than those set forth in the
Company's capital expenditure budget for 1994 as previously delivered to
Purchaser (and then only to the extent consistent with budgeted amounts for
the then year to date as set forth in such budget) or (v) acquire or make
any material investment, whether by purchase, contributions to capital,
property transfers or otherwise, in any other entity (excluding wholly-
owned subsidiaries);

(d) except as listed on Schedule 5.1(g)(i) neither the Company nor
any of its subsidiaries shall grant any new severance or termination pay
to, or enter into any new employment or severance agreement with, any
director, officer or other employee of the Company or such subsidiaries
(except as reasonably required to fill officer vacancies) having potential
payments by the Company of $200,000 or more; neither the Company nor any of
its subsidiaries shall establish, adopt, enter into, amend or terminate any
collective bargaining, bonus, profit sharing, thrift, savings,
compensation, stock purchase, stock option, restricted stock, pension,
retirement, employee stock ownership, deferred compensation or other plan,
agreement, trust, fund, policy or arrangement for the benefit of any
directors, officers or employees (the "Compensation and Benefit Plans"),
other than the adoption of a 1994 Executive Incentive Plan substantially
similar in benefits and structure to the 1993 Executive Incentive Plan,
and, except as listed on Schedule 6.1(d), neither the Company nor any of
its subsidiaries shall grant any general or uniform increase in the rates
of pay or benefits to officers, directors or employees (or a class
thereof), or grant any increase in the compensation or benefits of any
director, officer or employee not required by the terms of any Compensation
and Benefit Plan (except pursuant to the 1993 and 1994 Executive Incentive
Plans and for annual salary and benefit increases and bonus compensation in
the ordinary course and consistent with past practice and in amounts not in
excess of $50,000 per annum individually);

<PAGE>

of the Company and its subsidiaries taken as a whole, modify, amend or
terminate any of its Material Contracts or, except in the ordinary and
usual course of business and consistent with past practice, waive, release
or assign any material rights or claims;

(f) neither the Company nor any of its subsidiaries shall make any
tax election or cause any insurance policy naming it as a beneficiary or a
loss payable payee to be canceled or terminated as a result of actions or
inactions by the Company or any of its subsidiaries; and

(g) neither the Company nor any of its subsidiaries shall authorize
or enter into an agreement to do any of the foregoing.

6.2. COVENANTS OF PURCHASER. Purchaser covenants and agrees that,
after the date hereof and prior to the Effective Time, unless the Company shall
have consented in writing thereto:

(a) Purchaser shall not and shall not permit any of its subsidiaries
to (i) declare or pay any extraordinary dividends on or make other
extraordinary distributions in respect of any of its shares of capital
stock, other than regular quarterly cash dividends, (ii) split, combine or
reclassify any of its capital stock or issue or authorize or propose the
issuance of any other securities in respect of, in lieu of or in
substitution for shares of its capital stock or (iii) repurchase, redeem or
otherwise acquire, or permit any subsidiary to purchase or otherwise
acquire, any significant portion of the shares of Purchaser's capital stock
outstanding or any securities convertible into or exercisable for any
shares of its capital stock.

(b) Purchaser shall not be a party to any acquisition, disposal,
merger, reorganization, recapitalization or similar transaction requiring a
vote of the stockholders of Purchaser.

6.3. MEETINGS OF STOCKHOLDERS; REGISTRATION STATEMENT.

<PAGE>

Section 6.8)), recommend to their respective stockholders approval of such
matters, and each of the Company and Purchaser shall use its best efforts to
obtain such approval by its stockholders. The Company and Purchaser agree to
postpone or delay their respective meetings, or to convene a second meeting, in
the event insufficient voting shares are present to conduct the meeting. The
Proxy Statement shall not be filed, and no amendment or supplement to the Proxy
Statement shall be made by either the Company or Purchaser, without prior
consultation with the other party and its counsel.

(b) As promptly as reasonably practicable, the Company and Purchaser
shall prepare and file with the SEC a joint proxy statement for use in
connection with their respective stockholder meetings, and Purchaser shall
prepare and file with the SEC a registration statement on Form S-4 under the
Securities Act and the rules and regulations promulgated thereunder with respect
to the Stock Consideration to be issued in the Merger (the "Registration
Statement"), which shall include as a part thereof the Proxy Statement. The
Company, Purchaser and Merger Sub shall cooperate and use all reasonable efforts
to have the Registration Statement declared effective by the SEC. The Company,
Purchaser and Merger Sub shall also take any action (other than qualifying to do
business in any jurisdiction in which it is now not so qualified) required to be
taken under the securities or "blue sky" laws of the various States in
connection with the issuance of the Stock Consideration pursuant to the Merger.

6.4. FILINGS; CONSENTS; OTHER ACTION. Subject to the terms and
conditions herein provided, the Company and Purchaser shall: (a) promptly make
their respective filings and thereafter make any other required submissions
under the HSR Act and other Regulatory Filings; and (b) use their best efforts
to promptly take, or cause to be taken, all other action and do, or cause to be
done, all other things necessary, proper or appropriate to cause any employee
benefit plans to accord with this Agreement and applicable law, and to
consummate and make effective the transactions contemplated by this Agreement as
soon as practicable, including using their best efforts to obtain the consents
referred to in Schedule 5.1(d)(ii). Each party shall promptly provide the other
(or its counsel) copies of all filings in connection with the Merger made by
such party under the HSR Act, all filings after the date hereof and prior to the
Effective Time made by such party under the Exchange Act and all other
Regulatory Filings in connection with this Agreement and the transactions
contemplated hereby and thereby.

6.5. ACCESS.

<PAGE>

("Representatives") access, during normal business hours throughout the
period prior to the Effective Time, to its properties, books, contracts and
records (other than pricing data in contracts with employer groups and
providers) and, during such period, the Company shall (and shall cause each
of its subsidiaries to) furnish promptly to Purchaser all information
concerning its business, properties and personnel as Purchaser or its
Representatives may reasonably request (other than pricing data in
contracts with employer groups and providers), provided that no
investigation pursuant to this Section 6.5 shall affect or be deemed to
modify any representation or warranty made by the Company.

(b) Upon reasonable notice, Purchaser shall (and shall cause each of
its subsidiaries to) afford the Company's Representatives access, during
normal business hours throughout the period prior to the Effective Time, to
its properties, contracts, books and records (other than pricing data in
contracts with employer groups and providers) and, during such period,
Purchaser shall (and shall cause its subsidiaries to) furnish promptly to
the Company all information concerning its business and properties as the
Company or its Representatives may reasonably request (other than pricing
data in contracts with employer groups and providers), provided that no
investigation pursuant to this Section 6.5 shall affect or be deemed to
modify any representation or warranty made by Purchaser.

(c) Any information obtained pursuant to this Agreement shall be
subject to the confidentiality agreement between the Company and Purchaser
dated December 8, 1993 (the "Confidentiality Letter").

6.6. PUBLICITY. Neither Purchaser nor the Company shall issue any
press release after the date hereof or otherwise make any public statement with
respect to the transactions contemplated hereby without the consent of the
other, except to the extent that the disclosing party is advised in writing by
its counsel that such a press release or statement is required by applicable
law, and then only after consultation with the other party. The Company and
Purchaser shall consult with each other prior to making any filings with any
federal or state governmental or regulatory agency or with the National
Association of Securities Dealers (the "NASD") with respect to the Merger.

6.7. BENEFITS.

(a) STOCK OPTIONS.

(i) Prior to the Effective Time, each of the Company and
Purchaser shall use reasonable efforts such that at the Effective
Time, each stock option issued

<PAGE>

and outstanding immediately prior to the Effective Time (whether or
not then vested) entitling the holder thereof to purchase any Shares
(other than those to be cancelled pursuant to Section 6.7(a)(ii))
shall only entitle the holder thereof to receive upon surrender
thereof, an option to purchase a number of shares of FHP Common Stock
equal to 2.7586 multiplied by the number of Shares subject to such
option immediately prior to the Effective Time. The aggregate
exercise price shall not change, although the per share exercise price
shall be appropriately adjusted. No other change in the remaining
terms and conditions of such option shall be made.

(ii) Prior to the Effective Time, Purchaser shall offer (in a
form mutually acceptable to Purchaser and the Company), to each holder
of a vested stock option to purchase any Shares, the right to receive
on the Effective Date in return for the cancellation of the vested
portion of such option on the Effective Date an amount equal to (1)
the Merger Consideration (as if the Cash Election had been made) times
the number of Shares with respect to which such option is then vested
(whether or not such vesting has been accelerated) less (2) an amount
equal to the sum of the aggregate exercise price with respect to the
vested portion of such option plus the applicable witholding taxes
applied as follows: 50% of such amount shall be applied to reduce the
Convertible Merger Preferred Stock payable pursuant to clause (1)
(treating the Convertible Merger Preferred Stock as equivalent to
$25.00), 35% of such amount shall be applied to reduce the cash
payable pursuant to clause (1) and 15% of such amount shall be applied
to reduce the FHP Common Stock payable pursuant to clause (1)
(treating the FHP Common Stock as equivalent to the Base Price).

(b) EMPLOYMENT AGREEMENTS. The employment agreements in the form to
be agreed to by Purchaser and the Copmany between the Company and the
individuals set forth on Schedule 6.7(b), which become effective at the
Effective Time, shall be in full force and effect at and after the
Effective Time.

<PAGE>

threatened claim, action, suit, proceeding or investigation arising out of
or pertaining to any action or omission occurring prior to the Effective
Time (including without limitation, any which arise out of or relate to the
transactions contemplated by this Agreement), whether asserted or claimed
prior to, or on or after, the Effective Time, to the full extent the
Company would be permitted under Delaware Law to indemnify such Indemnified
Parties as the Company's own directors and officers. In addition,
Purchaser shall pay expenses incurred by an Indemnified Party in advance of
the final disposition of any such action or proceeding upon receipt of an
undertaking by or on behalf of such Indemnified Party to repay such amount
if it shall ultimately be determined that he is not entitled to be
indemnified. Without limiting the foregoing, in the event any claim,
action, suit, proceeding or investigation is brought against any
Indemnified Party, the Surviving Corporation shall be entitled to assume
the defense of any such action or proceeding. Upon assumption by the
Surviving Corporation of the defense of any such action or proceeding, the
Indemnified Party shall have the right to participate in such action or
proceeding and to retain its own counsel, but neither the Surviving
Corporation nor Purchaser shall be liable for any legal fees or expenses
subsequently incurred by the Indemnified Party in connection with the
defense thereof unless (i) the Surviving Corporation has agreed to pay such
fees and expenses, (ii) the Indemnified Party shall have been advised by
counsel that representation of the Indemnified Party by counsel provided by
Purchaser is not possible due to conflicts of interest between Purchaser,
the Surviving Corporation and the Indemnified Party, or (iii) the Surviving
Corporation shall have failed in a timely manner to assume the defense of
the matter; PROVIDED, HOWEVER, that neither the Surviving Corporation nor
Purchaser shall, in connection with any one such action or proceeding or
separate but substantially similar actions or proceedings arising out of
the same general allegations, be liable for the fees and expenses of more
than one separate firm of attorneys at any time for all Indemnified Parties
unless the Indemnified Party shall have been advised by counsel that
representation of the Indemnified Party by counsel provided by the
Surviving Corporation pursuant to the foregoing is not possible due to
conflicts of interest between the Surviving Corporation and the Indemnified
Party. Neither Purchaser nor the Surviving Corporation shall be liable for
any settlement of any claim effected without its written consent, which
consent shall not be unreasonably withheld. Neither Purchaser nor the
Surviving Corporation shall, except with the written consent of the
Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term the release by
the claimant or plaintiff of such Indemnified Party from all further
liability in respect of such claim.

<PAGE>

Any Indemnified Party wishing to claim indemnification under this Section
6.7(c), upon learning of any such claim, action, suit, proceeding or
investigation, shall notify the Surviving Corporation (but the failure so
to notify the Surviving Corporation shall not relieve it from any liability
which it may have under this Section 6.7(c) except to the extent such
failure materially prejudices Purchaser or the Surviving Corporation). In
addition to the foregoing, and without limiting in any manner the
foregoing, after the Effective Time Purchaser shall assume the obligations
of the Company and the Surviving Corporation under the indemnification
agreements set forth on Schedule 6.7(c), but only to the extent the Company
would be permitted under Delaware Law to perform its obligations under such
indemnification agreements.

(d) EMPLOYEE BENEFITS. At the Effective Time, Purchaser shall, or
shall cause the Surviving Corporation to, offer all employees of the
Surviving Corporation and its subsidiaries employee benefit plans which, in
the aggregate, provide equal or greater benefits to such employees as are
currently provided to employees of the Company or its subsidiaries pursuant
to the Benefits Plans. Each such benefit plan shall give credit to
employees for service with the Company and its subsidiaries (and their
predecessors, to the extent credit for service with such predecessors was
given by the Company) prior to the Effective Time for such purposes as
vesting and eligibility to participate, and shall, if applicable, waive any
pre-existing condition or limitation applicable to the addition of such
employees to any existing benefit plan of Purchaser. Purchaser shall cause
Surviving Corporation's employees to be offered the right to participate in
Purchaser's stock option plans and arrangements upon terms substantially
consistent with those offered to similarly situated employees of Purchaser
and its subsidiaries.

<PAGE>

data and other written information heretofore disseminated by it or on its
behalf by any of its or its subsidiaries' Representatives in connection with any
such inquiry or proposal to be promptly returned to it. In the event that the
Company receives any unsolicited Acquisition Proposal, the Company shall
immediately notify Purchaser of the receipt and principal terms of such
Acquisition Proposal.

6.9. TAKEOVER STATUTES. If Section 203 of the DGCL or any other
takeover statute ("Takeover Statute") are applicable to the transactions
contemplated hereby, the Company represents that it has and will grant such
approvals and take such actions as are necessary so that the transactions
contemplated hereby may be consummated as promptly as practicable on the terms
contemplated hereby and otherwise act to eliminate the effects of such Takeover
Statute on the transactions contemplated hereby.

6.10. AFFILIATES. Prior to the Effective Date, the Company shall
deliver to Purchaser a letter identifying all persons who are, at the time this
Agreement is submitted for approval to the stockholders of the Company, to the
Company's knowledge, "affiliates" of the Company for purposes of Rule 145 under
the Securities Act of 1933, as amended. The Company shall use all reasonable
efforts to cause each such person to deliver to Purchaser on or prior to the
Effective Date a written agreement, substantially in the form attached as
Exhibit E hereto.

6.11. FINANCING. Purchaser has received from Chemical Bank, a
commitment letter, dated March 3, 1994 (the "Commitment Letter"), confirming its
commitment, subject to the terms and conditions thereof, to provide all required
financing for the Cash Merger Consideration. A copy of the Commitment Letter
has been provided to the Company concurrently with the execution hereof.
Purchaser shall enter into the definitive credit agreements for the financing
referred to in the Commitment Letter within three weeks after the date of
execution of this Agreement by the Company.

ARTICLE VII

CONDITIONS

7.1. CONDITIONS TO OBLIGATIONS OF PURCHASER AND MERGER SUB. The
respective obligations of Purchaser and Merger Sub to consummate the Merger are
subject to the fulfillment of each of the following conditions, any or all of
which may be waived in whole or in part by Purchaser or Merger Sub, as the case
may be, to the extent permitted by applicable law:

(a) STOCKHOLDER APPROVAL. This Agreement shall have been duly
approved by the stockholders of Purchaser and the

<PAGE>

Company, in accordance with applicable NASD rules, law and the Certificate
of Incorporation and By-Laws of Purchaser and the Company.

(b) GOVERNMENTAL AND REGULATORY CONSENTS. The waiting period
applicable to the consummation of the Merger under the HSR Act shall have
expired or been terminated and, except for the filings provided for in
Section 1.3, the Regulatory Filings and all other filings required to be
made prior to the Effective Time by the Company with, and all consents,
approvals and authorizations required to be obtained prior to the Effective
Time by Purchaser, Merger Sub or the Company from, governmental and
regulatory authorities in connection with the execution and delivery of
this Agreement by the Company and the consummation of the transactions
contemplated hereby by the Company, Purchaser and Merger Sub shall have
been made or obtained (as the case may be), in each case, upon terms which
do not require either material capital contributions to the Company or any
of its subsidiaries or the disposition of any significant part of their
respective businesses.

(c) LITIGATION. No court or governmental or regulatory authority of
competent jurisdiction shall have enacted, issued, promulgated, enforced or
entered any statute, rule, regulation, judgment, decree, injunction or
other order (whether temporary, preliminary or permanent) (collectively, an
"Order") which is in effect and materially reduces the benefits to be
derived by Purchaser from, or prohibits consummation of the transactions
contemplated by, this Agreement; provided that the Purchaser shall have
used reasonable efforts to obtain the removal of any Order.

(d) CONTINUING WARRANTIES; CERTIFICATE. Except for such inaccuracies
in the representations set forth in clauses (g), (i), (k), (l), (n), (q),
(s) and (u) of Section 5.1 which (individually or when aggregated with all
other inaccuracies and failures by the Company to perform its covenants
under this Agreement) do not materially adversely affect the value to
Purchaser of the Company and its subsidiaries (taken as a whole), the
representations and warranties of the Company contained in Section 5.1
shall be true and correct in all material respects on and as of the
Effective Time as though made on and as of the Effective Time, except for
changes contemplated by this Agreement, and the Company shall have
performed in all material respects all of its obligations hereunder
theretofore to be performed, and Purchaser shall have received at the
Effective Time a certificate to the foregoing effect, dated the Effective
Time, and executed on behalf of the Company by an executive officer of the
Company.

<PAGE>

(e) CERTAIN AUTHORIZATIONS AND CONSENTS. All consents referred to in
Schedule 5.1(d)(ii) under Material Contracts shall have been obtained by
the Company (or, if such consent relates to indebtedness of the Company and
such consent has not been obtained, such indebtedness has been discharged),
except to the extent that the failure to obtain such consents, individually
and in the aggregate, would not be reasonably likely to have a material
adverse effect on the financial condition, cash flows, properties,
businesses, prospects or results of operations of the Surviving Corporation
and its subsidiaries taken as a whole after the Effective Time.

(g) DISSENTING STOCKHOLDERS. Either (i) Purchaser shall have
received the opinion of Young, Conaway, Stargatt & Taylor, Delaware counsel
to Purchaser, to the effect that holders of the outstanding Shares shall
not have been entitled to exercise appraisal rights pursuant to Section 262
of the DGCL in connection with the Merger or (ii) holders of not more than
20% of the outstanding Shares on a fully diluted basis shall have elected
to exercise appraisal rights pursuant to Section 262 of the DGCL and the
Company shall have taken all action with respect to the rights of
Dissenting Stockholders required of it pursuant to the DGCL.

(j) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration
Statement shall have been declared effective under the Securities Act and
no stop order suspending the

<PAGE>

effectiveness of the Registration Statement shall have been issued by the
SEC.

(a) STOCKHOLDER APPROVAL. This Agreement shall have been duly
approved by the stockholders of Purchaser and the Company in accordance
with applicable NASD rules, law and the Certificate of Incorporation and
By-Laws of Purchaser and the Company.

(b) GOVERNMENTAL AND REGULATORY CONSENTS. The waiting period
applicable to the consummation of the Merger under the HSR Act shall have
expired or been terminated and, except for the filings provided for in
Section 1.3, and all Regulatory Filings required to be made prior to the
Effective Time by Purchaser and Merger Sub with, and all consents,
approvals, permits and authorizations required to be obtained prior to the
Effective Time by the Company, Purchaser or Merger Sub from, governmental
and regulatory authorities in connection with the execution and delivery of
this Agreement by Purchaser and Merger Sub and the consummation of the
transactions contemplated hereby by Purchaser, Merger Sub and the Company
shall have been made or obtained (as the case may be).

(d) CONTINUING WARRANTIES; CERTIFICATE. Except for such inaccuracies
in the representations set forth in clauses (g), (i), (k), (l), (n), (q),
(r) and (t) of Section 5.2 which (individually or when aggregated with all
other inaccuracies and failures by Purchaser and Merger Sub to perform
their respective covenants under this Agreement) do not materially
adversely affect Purchaser and its subsidiaries taken as a whole, the
representations and warranties contained in Section 5.2 shall be true and
correct in all material respects on and as of the Effective Time as though
made on and as of the Effective Time, except for the changes contemplated
by this Agreement, and each of Purchaser and Merger Sub shall have
performed in all material respects all of its obligations hereunder
theretofore to be performed, and the Company shall have received at the
Effective Time a certificate to the foregoing effect, dated the Effective
Time, and executed on

<PAGE>

behalf of Purchaser and Merger Sub by an executive officer of Purchaser and
Merger Sub.

(f) TAX OPINION. The Company shall have received the opinion of
Latham & Watkins, counsel to the Company, dated the Effective Date, to the
effect that the Merger will be treated for Federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Code, and that
the Company, Purchaser and Merger Sub will each be a party to that
reorganization within the meaning of Section 368(b) of the Code.

(g) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration
Statement shall have been declared effective under the Securities Act and
no stop order suspending the effectiveness of the Registration Statement
shall have been issued by the SEC.

(h) LISTING. The Stock Consideration distributed in connection with
the Merger shall have been accepted upon notice of issuance for quotation
on the NASDAQ National Market System or for listing on the New York Stock
Exchange.

7.3 MATERIALITY LIMITS INAPPLICABLE. For purposes of Section 7.1(d)
and Section 7.2(d), whether or not the representations or warranties contained
in Sections 5.1(g), (i), (k), (l), (n), (q), (s) or (u) or 5.2(g), (i), (k),
(l), (n), (q), (r) or (t) are true and correct shall be determined without
reference to any materiality thresholds or similar qualifications set forth
therein.

ARTICLE VIII

TERMINATION

8.1. TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated
and the Merger may be abandoned at any time prior to the Effective Time, before
or after the approval by holders of FHP Common Stock or the Shares, by the
mutual consent of Purchaser and the Company by action of their respective Boards
of Directors.

8.2. TERMINATION BY EITHER PURCHASER OR THE COMPANY. This Agreement
may be terminated and the Merger may be abandoned by action of the Board of
Directors of either Purchaser or the

<PAGE>

Company if (i) the Merger shall not have been consummated by November 1, 1994
or (ii) the approval of stockholders required by Sections 7.1(a) and 7.2(a)
shall not have been obtained at meetings duly convened therefor by July 31,
1994; provided, in the case of a termination pursuant to clause (i) above, the
terminating party shall not have materially breached its obligations hereunder
in any manner that shall have contributed materially to the occurrence of the
event referred to in such clause.

8.3. TERMINATION BY PURCHASER. This Agreement may be terminated and
the Merger may be abandoned at any time prior to the Effective Time, before or
after the approval by holders of FHP Common Stock or holders of Shares, by
action of the Board of Directors of Purchaser, if (i) the Company shall have
failed to comply in any material respect with any of the material covenants or
agreements contained in this Agreement to be complied with or performed by the
Company at the time of such termination and such failure has not been cured
within 10 business days of notice to the Company from Purchaser, (ii) any
material representation or warranty by the Company contained in this Agreement
shall be incorrect in any material respect when made, except for such
inaccuracies in the representations or warranties set forth in clauses (g), (i),
(k), (l), (n), (q), (s) and (u) of Section 5.1 which (individually or when
aggregated with all other inaccuracies and failures by the Company to perform
its covenants under this Agreement) do not materially adversely affect the value
to Purchaser of the Company and its subsidiaries (taken as a whole), (iii) the
Board of Directors of the Company (or a committee thereof) shall have withdrawn
or modified in a manner adverse to Purchaser or Merger Sub its approval or
recommendation of this Agreement or the Merger or (iv) the Company shall have
breached its obligations under Section 6.8.

<PAGE>

has not entered into the definitive credit agreements referred to in Section
6.11 within the time period set forth in such section, or (iv) the Board of
Directors of the Company determines that it will not recommend approval of the
Merger by the stockholders of the Company, or such recommendation is withdrawn,
by reason of the receipt of an Acquisition Proposal; provided, however, that
before making such determination the Company shall have first given Purchaser a
reasonable opportunity to modify the terms of the Merger to respond to the terms
of the Acquisition Proposal.

8.5. EFFECT OF TERMINATION AND ABANDONMENT. In the event of
termination of this Agreement and abandonment of the Merger pursuant to this
Article VIII, no party hereto (or any of its affiliates, directors or officers)
shall have any liability or further obligation to any other party to this
Agreement, except that nothing herein shall relieve any party from liability for
any willful breach of any covenant or agreement contained in this Agreement;
PROVIDED, HOWEVER, that

(a) in the event that (i) Purchaser shall have terminated this
Agreement pursuant to Section 8.3, (ii) the Company shall have terminated
this Agreement pursuant to clause (iv) of Section 8.4 or (iii) (x) the
conditions set forth in Section 7.1(a) shall not have been satisfied at the
stockholders meeting of the Company referred to in Section 6.3 and (y) the
Company shall have entered into any agreement to consummate an Acquisition
Proposal at any time within one year after the date of such meeting, then
(in each such case) the Company shall promptly, but in no event later than
two days after the date of request therefor by Purchaser (the "Purchaser
Request Date"), pay to Purchaser a fee of $21,400,000 which amount shall be
payable in same day funds; provided that if the Company fails to pay such
fee within two days of the Purchaser Request Date, in addition to such
other remedies as are available to Purchaser for such breach by the
Company, said fee shall bear interest at the rate of 10% per annum (or the
maximum rate allowable by law, whichever is lower) from the Purchaser
Request Date until such fee is paid. The Company acknowledges that the
agreements contained in this paragraph (a) are an integral part of the
transactions contemplated by this Agreement, and that, without these
agreements, Purchaser and Merger Sub would not enter into this Agreement;
accordingly, if the Company fails to promptly pay the amount due pursuant
to this proviso, and, in order to obtain such payment, Purchaser or Merger
Sub commences a suit which results in a judgment against the Company for
the fee set forth in this proviso, the Company shall pay to Purchaser or
Merger Sub its costs and expenses (including attorneys' fees) in connection
with such suit. Purchaser agrees that receipt of the fee (and, if
applicable, interest thereon and/or costs and expenses of suit)
contemplated by this paragraph (a) shall be its sole remedy for the
occurrence of the

<PAGE>

circumstances described in clauses (i) (other than any willful breaches of
any covenant or agreement set forth in this Agreement), (ii) or (iii) of
the proviso set forth in the first sentence of this Section 8.5(a).

(b) Subject to the last two sentences of this Section 8.5(b), if (i)
the Company terminates this Agreement pursuant to Section 8.4(i) or (ii),
(ii) the Merger is not consummated solely by reason of the failure to have
satisfied the condition set forth in Section 7.1(f) or (iii) the condition
set forth in Section 7.1(a) with respect to the stockholders of Purchaser
shall not have been satisfied at the stockholders meeting of Purchaser
referred to in Section 6.3, then Purchaser shall, promptly following such
event (but in no event later than two days after request therefore by the
Company (the "Company Request Date")), pay to the Company a fee of
$21,400,000, which amount shall be payable in same day funds.
Notwithstanding the preceding sentence, no payment shall be made (or
required) under this Section 8.5(b) if such payment would be unlawful,
would violate (or would cause or arise out of any violation of) any
fiduciary duty of the Purchaser's directors, or would expose the
Purchaser's directors to personal liability arising out of, or in
connection with, any such payment or the agreements set forth in this
Section 8.5(b). Nothing in this Section 8.5(b) shall be construed to
require any director of Purchaser to breach his or her fiduciary duties.
If Purchaser does not make the payment otherwise required by this Section
8.5(b) on the basis of the preceeding two sentences and a court of
competent jurisdiction subsequently determines that such payment would not
be unlawful, would not violate (or cause or arise out of any violation of)
any fiduciary duty of the Purchaser's directors, and would not expose the
Purchaser's directors to personal liability arising out of, or in
connection with, such payment or the agreements set forth in this Section
8.5(b), Purchaser shall, in addition to paying the fee described above, (i)
pay to the Company interest on such fee at the rate of 10% per annum (or
the maximum rate allowable by law, whichever is lower) from the Company
Request Date until such date of payment and (ii) reimburse the Company for
all reasonable expenses (including reasonable attorney's fees) incurred by
the Company in obtaining such judicial determination. The payments
contemplated by this Section 8.5(b), if received in whole or in part by the
Company, shall be deemed the Company's sole remedy for the occurrence of
the circumstances described in clauses (i) (other than any willful breaches
of any covenant or agreement set forth in this Agreement), (ii) or (iii) of
the first sentence of this Section 8.5(b).

<PAGE>

ARTICLE IX

MISCELLANEOUS AND GENERAL

9.1. PAYMENT OF EXPENSES. Subject to Section 8.5, if the Merger shall
not be consummated, each party hereto shall pay its own expenses incident to
preparing for, entering into and carrying out this Agreement and the
consummation of the Merger. If the Merger is consummated, all expenses shall be
paid by Purchaser.

9.2. SURVIVAL. The agreements of the Company, Purchaser and Merger
Sub contained in Sections 3.2, 4.3, 4.4, 4.5, 4.6, 6.7 and 9.9 shall survive the
consummation of the Merger. The Confidentiality Letter and the agreements of
the Company, Purchaser and Merger Sub contained in Section 8.5 shall survive the
termination of this Agreement. All other representations, warranties,
agreements and covenants in this Agreement shall not survive the consummation of
the Merger or the termination of this Agreement and thereafter neither the
Company nor Purchaser nor Merger Sub nor any affiliate, officer, director,
employee or shareholder of any of them shall be under any liability whatsoever
with respect to any such agreement, covenant, representation or warranty.

9.3. MODIFICATION OR AMENDMENT. Subject to the applicable provisions
of the DGCL, at any time prior to the Effective Time, the parties hereto may (i)
extend the time for the performance of any of the obligations or other acts of
the other parties hereto, (ii) waive any inaccuracies in the representations and
warranties contained herein or in any document delivered pursuant hereto, (iii)
waive compliance with any of the agreements contained herein and (iv) subject to
the last sentence of this Section 9.3, amend this Agreement. Any agreement on
the part of a party hereto to any such extension, waiver or amendment shall be
valid only if set forth in a written instrument signed on behalf of such party.
After the Effective Time, none of the Sections listed in the first sentence of
Section 9.2 may be amended.

9.6. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of

<PAGE>

the State of Delaware, without giving effect to conflicts of law principles.

9.7. NOTICES. Any notice, request, instruction or other document to
be given hereunder by any party to the others shall be in writing and delivered
personally or sent by registered or certified mail, postage prepaid, addressed
to such party at the following address:

IF TO PURCHASER OR MERGER SUB:

FHP International Corporation
9900 Talbert Avenue
Fountain Valley, California 92708
Attention: Michael J. Weinstock, Esq., General Counsel
Telecopier: (714) 378-5049

with a copy to:
C. James Levin, Esq.
O'Melveny & Myers
400 South Hope Street
Los Angeles, California 90071-2899
Telecopier: (213) 669-6407

IF TO THE COMPANY:

Takecare, Inc.
2300 Clayton Road
Suite 1000
Concord, CA 94520
Attention: R. Judd Jessup, President
Telecopier: (510) 246-1494

with a copy to:
Peter F. Kerman, Esq.
Latham & Watkins
505 Montgomery Street
Suite 1900
San Francisco, CA 94111
Telecopier: (415) 395-8095

or to such other persons or addresses as may be designated in writing by the
party to receive such notice.

<PAGE>

assignable by operation of law or otherwise and, subject to Section 9.9, are not
intended to create any obligations to, or rights in respect of, any persons
other than the parties hereto; PROVIDED, HOWEVER, that Purchaser may designate,
by written notice to the Company, another wholly-owned direct subsidiary to be a
party to the Merger in lieu of Merger Sub, in the event of which, all references
herein to Merger Sub shall be deemed references to such other subsidiary except
that all representations and warranties made herein with respect to Merger Sub
as of the date of this Agreement shall be deemed representations and warranties
made with respect to such other subsidiary as of the date of such designation.
If this Agreement is terminated, the Confidentiality Letter shall remain in full
force and effect to the extent and in accordance with its terms.

9.9. PARTIES IN INTEREST. Nothing in this Agreement, express or
implied, is intended to confer upon any person other than the parties hereto any
rights or remedies under or by reason of this Agreement; provided, however, that
the two directors referred to in Section 3.2 shall be entitled to the benefits
of such section and the Indemnified Parties shall be entitled to the benefits of
Section 6.7(c).

9.10. DEFINITION OF "SUBSIDIARY." When a reference is made in
this Agreement to a subsidiary of a party, the word "subsidiary" means any
corporation or other organization whether incorporated or unincorporated of
which at least a majority of the securities or interests having by the terms
thereof ordinary voting power to elect at least a majority of the board of
directors or others performing similar functions with respect to such
corporation or other organization is directly or indirectly owned or controlled
by such party or by any one or more of its subsidiaries, or by such party and
one or more of its subsidiaries.

9.11.OBLIGATION OF PURCHASER. Whenever this Agreement requires Merger
Sub to take any action, such requirement shall be deemed to include an
undertaking on the part of Purchaser to cause Merger Sub to take such action.

9.12.CAPTIONS. The Article, Section and paragraph captions herein are
for convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.

<PAGE>

IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto on the date
first hereinabove written.

FHP INTERNATIONAL CORPORATION

By: /s/Westcott W. Price III
------------------------
Name: Westcott W. Price III
Title: President

ATTEST:

By: /s/Michael J. Weinstock
-----------------------
Name: Michael J. Weinstock
Title: Secretary

FHP SUB, INC.

By: /s/Westcott W. Price III
------------------------
Name: Westcott W. Price III
Title: President

ATTEST:

By: /s/Michael J. Weinstock
-----------------------
Name: Michael J. Weinstock
Title: Secretary

TAKECARE, INC.

By: /s/R. Judd Jessup
-----------------
Name: R. Judd Jessup
Title: President

ATTEST:

By: /s/Dennis Gates
---------------
Name: Dennis Gates
Title: Secretary

<PAGE>

SCHEDULES

[Schedules are not filed herewith. FHP will furnish
supplementally a copy of any omitted schedule to the
Commission upon request]

Schedule 5.1(a) Subsidiaries; Equity Interests

Schedule 5.1(b) Capital Stock

Schedule 5.1(d)(i) Company Regulatory Filings
5.1(d)(ii) Compensation and Benefit Plans and Material Contracts -
Breaches, Violations, Defaults; Consents Required

Schedule 5.1(f)(i) Absence of Certain Changes
5.1(f)(iii) Other Liabilities

Schedule 5.1(g)(i) Benefit Plans
5.1(g)(ii) Qualification of Benefit Plans
5.1(g)(ix) Material Increases in Salaries or Benefits

Schedule 5.1(i)(i) Taxes
5.1(i)(ii) Requests for Extensions
5.1(i)(iv) Tax Audits

Schedule 5.1(j) Compliance with Law

Schedule 5.1(k) Material Contracts

Schedule 5.1(l) Title to Property

Schedule 5.1(n) Legal Proceedings

Schedule 5.1(p) Regulatory Statements

Schedule 5.1(q) Insurance

Schedule 5.1(r) Licenses and Certificates of Authority

Schedule 5.1(s) Investment Policy

Schedule 5.1(u) Pending or Threatened Cancellations of Material Contracts

Schedule 5.1(v) Pending, Threatened and Anticipated Audits

Schedule 5.1(w) Environmental Matters

Schedule 5.2(a) Subsidiaries

Schedule 5.2(b) Capital Stock

<PAGE>

Schedule 5.2(d)(i) Purchaser Regulatory Filings

Schedule 5.2(f) Other Liabilities

Schedule 5.2(g) Benefit Plans

Schedule 5.2(i)(i) Taxes - Waivers, Extensions of Statute of Limitations
5.1(i)(ii) Requests for Extensions
5.1(i)(iv) Tax Audits

Schedule 5.2(k) Material Contracts

Schedule 5.2(l) Title to Property

Schedule 5.2(p) Regulatory Statements

Schedule 5.2(r) Investment Policy

Schedule 5.2(t) Pending or Threatened Cancellations of Material Contracts

Schedule 5.2(u) Pending, Threatened and Anticipated Audits

Schedule 5.2(v) Environmental Matters

Schedule 6.1(c) Anticipated Dividends by Company or its Subsidiaries

Schedule 6.1(d) Anticipated Increases in Compensation, Benefits

Schedule 6.7(b) Employment Agreements

Schedule 6.7(c) Indemnification Agreements

<PAGE>
EXHIBIT A

CERTIFICATE OF MERGER

TAKECARE, INC.
A DELAWARE CORPORATION

INTO

FHP SUB, INC.
A DELAWARE CORPORATION

Pursuant to Section 251 of the
Delaware General Corporation Law

Pursuant to the provisions of Section 251(c) of the Delaware General
Corporation Law, FHP Sub, Inc., a Delaware corporation (the "Company"),
certifies the following:

FIRST: The names of the constituent corporations and their
respective states of incorporation are:

Name of Corporation State
------------------- -----

FHP Sub, Inc. Delaware
TakeCare, Inc. Delaware

SECOND: An Agreement and Plan of Merger, dated as of January __,
1994 (the "Agreement"), among TakeCare, Inc., a Delaware corporation ("TC"), FHP
International Corporation, a Delaware corporation and the sole stockholder of
the Company ("FHP"), and the Company providing for the merger of TC with and
into the Company, with the Company as the surviving corporation, has been
approved, adopted, certified, executed and acknowledged by each of the above
constituent corporations in accordance with and in the manner provided in
Section 251 of the Delaware General Corporation Law.

THIRD: The surviving corporation in the merger is FHP Sub, Inc.;
provided that such corporation shall change its name to "TakeCare, Inc."
pursuant to the Agreement.

"The name of the corporation is TakeCare, Inc. (hereinafter called the
"Corporation")."

A-1

<PAGE>

FIFTH: The executed Agreement is on file at the principal place of
business of the Company at 9900 Talbert Avenue, Fountain Valley, California
92708.

SIXTH: A copy of the Agreement will be furnished by the Company on
request and without cost to any stockholder of either of the above constituent
corporations.

Dated: _________ __, 1994.

FHP SUB, INC.

______________________________
Westcott W. Price, III
President

ATTESTED By: ______________________________
Michael J. Weinstock
Secretary

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EXHIBIT B

RULE 145 LEGEND

B-1
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EXHIBIT C

CERTIFICATE OF DESIGNATION FOR
CONVERTIBLE MERGER PREFERRED STOCK

RESOLVED, that pursuant to Article IV of the Certificate of
Incorporation (which authorizes [___________] shares of preferred stock, $0.05
par value per share), the Board hereby fixes the designation, powers and
preferences, and the relative participating, optional and other special rights,
and the qualifications, limitations and restrictions thereof, of a series of
preferred stock designated as "Series A Cumulative Convertible Preferred Stock."

RESOLVED, that each share of this series of preferred stock shall rank
equally in all respects and shall be subject to the following provisions:

SECTION 1. DESIGNATION, RANK. This series of preferred stock shall
be designated the "Series A Cumulative Convertible Preferred Stock," with a par
value of $0.05 per share (the "Convertible Preferred Stock"). The Convertible
Preferred Stock will rank, with respect to dividend rights and rights on
liquidation, winding-up and dissolution, (i) senior to all classes of common
stock of the Company, as they exist on the date hereof or as such stock may be
constituted from time to time (the "Common Stock"), and each other class of
capital stock or series of preferred stock established by the Board to the
extent the terms of such stock do not expressly provide that it ranks senior to
or on a parity with the Convertible Preferred Stock as to dividend rights and
rights on liquidation, winding-up and dissolution (collectively, together with
the Common Stock, the "Junior Securities"); (ii) on a parity with the Series B
Adjustable Rate Cumulative Preferred Stock and each other class of capital stock
or series of preferred stock issued by the Company established by the Board to
the extent the terms of such stock expressly provide that it will rank on a
parity with the Convertible Preferred Stock as to dividend rights and rights on
liquidation, winding-up and dissolution (collectively, the "Parity
Securities"); and (iii) junior to each other class of capital stock or series
of preferred stock established by the Board to the extent the terms of such
stock expressly provide

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that it will rank senior to the Convertible Preferred Stock as to dividend
rights and rights on liquidation, winding-up and dissolution (collectively, the
"Senior Securities").

SECTION 2. AUTHORIZED NUMBER. The authorized number of shares
constituting the Convertible Preferred Stock shall be 20,000,000 shares.

SECTION 3. DIVIDENDS. Holders of Convertible Preferred Stock will be
entitled to receive, when, as and if declared by the Board out of funds of the
Company legally available therefor, cash dividends at an annual rate of
[____(1)]% per share of Convertible Preferred Stock, payable quarterly in
arrears on [_____________], [_______________], [______________], and
[______________], of each year, commencing [_______________], 1994. Each
dividend will be payable to holders of record as they appear on the books of the
Company at the close of business on a record date, not more than 60 nor less
than 15 days before the payment date, fixed by the Board. Dividends will be
cumulative from the date of original issuance of the Convertible Preferred
Stock. Dividends for each full dividend period will be computed by dividing the
annual dividend rate by four. Dividends payable for any period less than a full
dividend period will be computed on the basis of a 360-day year consisting of
twelve 30-day months. The Convertible Preferred Stock will not be entitled to
any dividends, whether payable in cash, property or stock, in excess of full
cumulative dividends. No interest, or sum of money in lieu of interest, will be
payable in respect of any accrued and unpaid dividends.

- ---------------
(1) To be fixed by the Company's Board or the Executive Committee thereof
at Closing; PROVIDED that the Company shall have received opinions of each of
Kidder, Peabody & Co. Incorporated, as financial adviser to TakeCare, Inc., and
Smith Barney Shearson Inc., as financial adviser to the Company, to the effect
that in each such firm's good faith judgment, the Convertible Preferred Stock
would be expected to trade, on the date the dividend rate is fixed, at
approximately 100% of the Stated Value thereof on a fully distributed basis.
Notwithstanding the foregoing, if such firms do not agree that the dividend rate
proposed to be adopted would cause the Convertible Preferred Stock to so trade,
then prior to the required date of fixing, such firms shall select a third
nationally recognized investment banking firm to advise the Board or the
Executive Committee thereof as to the dividend rate which, in such third firm's
judgment, would cause the Convertible Preferred Stock to so trade. The
dividend rate fixed by the Board or the Executive Committee thereof in
accordance with such firms', or such third firm's, judgment shall be
conclusive. In no event, however, shall the dividend rate on the Convertible
Preferred Stock be less than 4.7% per annum or greater than 5.0% per annum.

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<PAGE>

No full dividends may be declared or paid or funds set apart for the
payment of dividends on any Parity Securities (except dividends on Parity
Securities paid in shares of Junior Securities) for any period unless full
cumulative dividends to be paid hereunder prior to the date thereof shall have
been paid or set apart for such payment on the Convertible Preferred Stock. If
full dividends are not so paid, the Convertible Preferred Stock shall share
dividends pro rata with the Parity Securities according to the amount of
dividends due and payable with respect to each. No dividends may be paid or set
apart for such payment on Junior Securities (except dividends on Junior
Securities paid in additional shares of Junior Securities), and no Convertible
Preferred Stock, Parity Securities or Junior Securities may be repurchased,
redeemed or otherwise retired nor may funds be set apart for payment with
respect thereto, nor shall the Company permit any corporation or entity directly
or indirectly controlled by the Company to purchase any Convertible Preferred
Stock, Parity Securities or Junior Securities, if full cumulative dividends to
be paid hereunder prior to the date thereof have not been paid on the
Convertible Preferred Stock. Notwithstanding the foregoing, the Company may (i)
make redemptions, purchases or other acquisitions of Convertible Preferred
Stock, Parity Securities or Junior Securities payable in Junior Securities or
repurchases of Convertible Preferred Stock, Parity Securities or Junior
Securities in the ordinary course of business pursuant to the terms of any
current or future employee stock incentive plan or similar plan adopted by the
Board and (ii) make redemptions of Rights (as defined in Section 6 below)
distributed pursuant to the Rights Agreement (as defined in Section 6 below).

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<PAGE>

liquidation preferences until such preferences are paid in full, and then in
proportion to their respective amounts of accrued but unpaid dividends. After
payment of any such liquidation preference and accrued but unpaid dividends, the
Convertible Preferred Stock will not be entitled to any further participation in
any distribution of assets by the Company. Neither the sale or transfer of all
or any part of the assets of the Company, nor the merger or consolidation of the
Company into or with any other corporation or a merger of any other corporation
with or into the Company, will be deemed to be a liquidation, dissolution or
winding-up of the Company.

SECTION 5. VOTING RIGHTS.

(a) Except as provided below or as may be required by Delaware law or
provided by the resolution creating any other series of preferred stock, the
holders of Convertible Preferred Stock will not be entitled to vote. So long as
any shares of Convertible Preferred Stock are outstanding, the vote or consent
of the holders of 66-2/3% of the outstanding shares of Convertible Preferred
Stock, voting together as a single class, shall be necessary to (i) increase or
decrease the par value of the shares of Convertible Preferred Stock or
(ii) alter or change the powers, preferences, or special rights of the shares of
Convertible Preferred Stock so as to affect them adversely or (iii) authorize or
issue any additional class or series of Parity Securities (other than the Series
B Adjustable Rate Cumulative Preferred Stock) or Senior Securities, or any
security convertible into Parity Securities or Senior Securities.

(b) (i) In the event that any accrued dividends (whether or not
declared) on the Convertible Preferred Stock shall not have been paid in an
aggregate amount equal to or greater than six quarterly dividends, the
maximum authorized number of directors of the Company will be automatically
increased by two, and holders of Convertible Preferred Stock shall be
entitled to vote their shares of Convertible Preferred Stock, together with
the holders of any Parity Securities upon which like voting rights have
been conferred and are exercisable (the "Voting Parity Securities"), in
accordance with the procedures set forth below, to elect, as a class, an
additional two directors. So long as any shares of Convertible Preferred
Stock shall be outstanding, the holders of Convertible Preferred Stock
shall retain the right to vote and elect, with the holders of such Voting
Parity Securities, as a class, two directors until all accrued but unpaid
dividends on the Convertible Preferred Stock are paid in full or declared
and set aside for payment. The period during which holders of Convertible
Preferred Stock retain such right is referred to as a "Default Period".

(ii) So long as any shares of Convertible Preferred Stock shall
be outstanding, during any Default

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<PAGE>

Period, the voting right described in subsection (i) above may be exercised
initially at a special meeting called pursuant to subsection (iii) below or
at any annual meeting of stockholders. The absence of a quorum of holders
of Common Stock (or any class thereof) shall not affect the exercise of
such voting rights by the holders of Convertible Preferred Stock and Voting
Parity Securities. Holders of Convertible Preferred Stock and Voting
Parity Securities shall be entitled, as among the class of holders of
Convertible Preferred Stock and Voting Parity Securities, to one vote for
each $25.00 of liquidation preference represented by the shares so held.

(iii) Unless the holders of Convertible Preferred Stock and
Voting Parity Securities, if any are then outstanding, have, during an
existing Default Period, previously exercised their right to elect
directors, the Board may, and upon the request of the holders of record of
not less than 10% of the aggregate liquidation preference of Convertible
Preferred Stock and Voting Parity Securities, the Board shall, order the
calling of a special meeting of holders of Convertible Preferred Stock and
Voting Parity Securities, if any are then outstanding, which meeting shall
thereupon be called by the President, a Vice President or the Secretary of
the Company. Notice of such meeting and of any annual meeting at which
holders of Convertible Preferred Stock and Voting Parity Securities are
entitled to vote pursuant to this subsection (iii) shall be given to each
holder of record of Convertible Preferred Stock by mailing a copy of such
notice to such holder at such holder's last address as it appears on the
books of the Company. Such meeting shall be called for a date not later
than 90 days after such order or request, or, in default of the calling of
such meeting within 90 days after such order or request, such meeting may
be called on similar notice by any stockholder or stockholders owning in
the aggregate not less than 10% of the aggregate liquidation preference of
the Convertible Preferred Stock and Voting Parity Securities.
Notwithstanding the provisions of this subsection (iii), the Company shall
not be required to call such a special meeting if such request is received
less than 120 days before the date fixed for the next ensuing annual
meeting of stockholders of the Company, at which meeting such newly created
directorships shall be filled by vote of the holders of Convertible
Preferred Stock and Voting Parity Securities.

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<PAGE>

Voting Parity Securities shall continue in office until the earlier of
(A) such time as their successors shall have been elected by such holders
and (B) the expiration of the Default Period, and (y) any vacancy in the
Board with respect to a directorship to be elected pursuant to this Section
by the holders of Convertible Preferred Stock and Voting Parity Securities
may be filled by vote of the remaining director previously elected by such
holders. References in this subsection (b) to directors elected by the
holders of a particular class of stock shall include directors elected by
such directors to fill vacancies as provided in clause (y) of the foregoing
sentence.

(v) Immediately upon the expiration of a Default Period, (x) the
right of the holders of Convertible Preferred Stock to elect directors
pursuant to this Section shall cease, (y) the term of any directors elected
by the holders of Convertible Preferred Stock and Voting Parity Securities
pursuant to this Section shall terminate, and (z) the number of directors
shall be such number as may be provided for in the Certificate of
Incorporation or bylaws irrespective of any increase made pursuant to
subsection (i) of this subsection (b) (such number being subject, however,
to subsequent change in any manner provided by law or in the Certificate of
Incorporation or bylaws).

SECTION 6. CONVERSION.

- ---------------

(2) A date six months from the closing.

(3) Subject to proportional adjustment if the price of the Company's
common stock declines below $29 (down to $25).

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<PAGE>

for conversion during the period from the close of business on any record date
for the payment of dividends on such shares to the opening of business on the
corresponding dividend payment date (except shares called for redemption to
occur during the period from the record date to the close of business on the
payment date pursuant to Section 7 below) must be accompanied by payment of an
amount equal to the dividend payable on such shares on such dividend payment
date. A holder of Convertible Preferred Stock on a dividend payment record date
who (or whose transferee) tenders shares of Convertible Preferred Stock on a
dividend payment date will be entitled to receive the dividend payable on such
shares by the Company on such date, and such converting holder need not include
payment in the amount of such dividend upon surrender of shares of Convertible
Preferred Stock for conversion. Except as provided above, no payment or
adjustment will be made on account of accrued or unpaid dividends upon the
conversion of shares of Convertible Preferred Stock. Shares of Convertible
Preferred Stock called for redemption will not be convertible after the close of
business on the day preceding the date fixed for redemption, unless the Company
defaults in payment of the redemption price.

(b) ANTI-DILUTION PROVISIONS. The Conversion Price is subject to
adjustment after the issuance of the Convertible Preferred Stock from time to
time as follows:

(i) In case the Company shall (1) pay a dividend or make a
distribution on Common Stock in shares of Common Stock, (2) subdivide its
outstanding shares of Common Stock into a greater number of shares or
(3) combine its outstanding shares of Common Stock into a smaller number of
shares, the Conversion Price in effect immediately prior to such action
shall be adjusted so that the holder of any Convertible Preferred Stock
thereafter surrendered for conversion shall be entitled to receive the
number of shares of Common Stock which such holder would have been entitled
to receive immediately following such action had the holder's Convertible
Preferred Stock been converted immediately prior thereto. An adjustment
made pursuant to this subsection (i) shall become effective immediately
(except as provided in subsection (vi) below) after the record date in the
case of a dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision or combination.

(ii) In case the Company shall issue rights, options or warrants
to all holders of its outstanding shares of Common Stock entitling them,
for a period expiring within 45 days after the record date mentioned below,
to subscribe for or purchase shares of Common Stock at a price per share
less than the Current Market Price per share (as defined in subsection (v)
below) of the Common Stock on the record date mentioned below, then the
Conversion Price in effect immediately prior thereto shall be adjusted so
that it shall

C-7

<PAGE>

equal the price determined by multiplying the Conversion Price in effect
immediately prior to the date of issuance of such rights, options or
warrants by a fraction of which

(1) the numerator shall be the sum of (A) the number of
shares of Common Stock outstanding on the date of issuance of such
rights, options or warrants immediately prior to such issuance plus
(B) the number of shares of Common Stock which the aggregate offering
price of the total number of shares so offered would purchase at such
Current Market Price (determined by multiplying such total number of
shares offered for subscription or purchase by the sum of the exercise
price of such rights, options or warrants plus the value of any
consideration per share paid to the Company for such rights, options
or warrants and dividing the product so obtained by such Current
Market Price), and

(2) the denominator shall be the sum of (A) the number of
shares of Common Stock outstanding on the date of issuance of such
rights, options or warrants immediately prior to such issuance plus
(B) the number of additional shares of Common Stock which are so
offered for subscription or purchase.

Such adjustment shall be made successively whenever any rights,
options or warrants are issued, and shall become effective immediately
(except as provided in subsection (vi) below) after the record date for the
determination of stockholders entitled to receive such rights, options or
warrants; PROVIDED, HOWEVER, in the event that all the shares of Common
Stock offered for subscription or purchase are not delivered upon the
exercise of such rights, options or warrants, upon the expiration of such
rights, options or warrants the Conversion Price shall be readjusted to the
Conversion Price which would have been in effect had the numerator and the
denominator of the foregoing fraction and the resulting adjustment been
made based upon the number of shares of Common Stock actually delivered
upon the exercise of such rights, options or warrants rather than upon the
number of shares of Common Stock offered for subscription or purchase. In
determining the value of any consideration received by the Company for such
rights, options or warrants, the determination of the Board in good faith
shall be conclusive and shall be described in a Board resolution.

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<PAGE>

Agreement"), and any similar rights, options or warrants adopted or issued
subsequent to the date hereof shall be made when such Rights or similar
rights, options or warrants are exercised or exchanged by the Company for
Common Stock (Common Stock issued pursuant to the exercise of, or exchange
by the Company for, such Rights or similar rights, options and warrants are
referred to as "Rights Stock") pursuant to the Rights Agreement or a
similar agreement at a price per share less than the Current Market Price
per share of Common Stock on the date of such exercise or exchange. The
Conversion Price in effect immediately prior to such exercise or exchange
shall be adjusted so that it shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the date of
such exercise or exchange by a fraction of which

(1) the numerator shall be the sum of (A) the number of
shares of Common Stock outstanding on the date of issuance of such
Rights Stock immediately prior to such issuance plus (B) the number of
shares of Common Stock which the aggregate consideration received for
the total number of shares of Rights Stock so issued would purchase at
such Current Market Price (determined by multiplying such total number
of shares of Rights Stock by the consideration received per share of
such Rights Stock and dividing the product so obtained by such Current
Market Price), and

(2) the denominator shall be the sum of (A) the number of
shares of Common Stock outstanding on the date of issuance of such
Rights Stock immediately prior to such issuance plus (B) the number of
additional shares of Rights Stock which are so issued.

Such adjustment shall be made successively whenever any Rights
Stock is issued, and shall become effective immediately (except as provided
in subsection (vi) below) after the issuance of Rights Stock. If after the
"Distribution Date" (as defined in the Rights Agreement or a similar date
defined in a similar agreement), holders converting shares of Convertible
Preferred Stock are, for any reason, not entitled to receive the Rights or
similar rights, options or warrants which would otherwise be attributable
(but for the date of conversion) to the shares of Common Stock received
upon such conversion, then a reducing adjustment shall be made in the
Conversion Price to reflect the fair market value of the Rights or similar
rights, options or warrants. If such an adjustment is made and the Rights
or similar rights, options or warrants are later exchanged, redeemed,
invalidated or terminated, then a corresponding reversing adjustment shall
be made to the Conversion Price, on an equitable basis, to take account of
such event. However, the Company may elect to provide that such shares of
Common Stock issuable upon conversion of the

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Convertible Preferred Stock, whether or not issued after the Distribution
Date for such Rights or such similar date for such similar rights, options
or warrants, will be accompanied by the Rights or such similar rights,
options or warrants which would otherwise be attributable (but for the date
of conversion) to such shares of Common Stock, in which event the preceding
two sentences shall not apply.

(iv) In case the Company shall distribute to substantially all
holders of Common Stock evidences of indebtedness, equity securities
(including equity interests in the Company's subsidiaries) other than
Common Stock or other assets (other than cash dividends paid out of earned
surplus of the Company or, if there shall be no earned surplus, out of net
profits for the fiscal year in which the dividend is made and/or the
preceding fiscal year), or shall distribute to substantially all holders of
Common Stock rights, options or warrants to subscribe to securities (other
than any Rights, rights, options or warrants referred to in subsection (ii)
or subsection (iii) above), then in each such case the Conversion Price
shall be adjusted so that it shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the date of
such distribution by a fraction of which the numerator shall be the Current
Market Price per share of the Common Stock on the record date mentioned
below less the then fair market value of the portion of the assets,
evidences of indebtedness and equity securities so distributed, or of such
subscription rights, warrants or options, applicable to one share of Common
Stock, and of which the denominator shall be such Current Market Price.
For the purposes of this subsection (iv), in the event of a distribution of
shares of capital stock or other securities of any subsidiary of the
Company as a dividend on shares of Common Stock, the "then fair market
value" of the shares or other securities so distributed shall be the value
of such shares or other securities on the record date mentioned below as
determined by the Board, whose good faith determination shall be conclusive
evidence of such value, and shall be described in a Board resolution. Such
adjustment shall become effective immediately (except as provided in
subsection (vi) below) after the record date for the determination of
stockholders entitled to receive such distribution.

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"ex date", when used with respect to any issuance or distribution, means
the first date on which the stock trades regular way on the principal
national securities exchange on which the stock is listed or admitted to
trading (or if not so listed or admitted, on NASDAQ, or a similar
organization if NASDAQ is no longer reporting trading information) without
the right to receive such issuance or distribution.

(vi) In any case in which this Section shall require that an
adjustment be made immediately following a record date or immediately
following the exercise of, or exchange of Rights Stock for, a Right or
similar right, option or warrant, the Company may elect to defer the
effectiveness of such adjustment (but in no event until a date later than
the later of the "ex date" as defined above and the effective date of the
event giving rise to such adjustment), in which case the Company shall,
with respect to any Convertible Preferred Stock converted after the date of
such exercise or exchange or such record date, as the case may be, and
before such adjustment shall have become effective (1) defer making any
cash payment or issuing to the holder of such Convertible Preferred Stock
the number of shares of Common Stock and other capital stock of the Company
issuable upon such conversion in excess of the number of shares of Common
Stock and other capital stock of the Company issuable thereupon only on the
basis of the Conversion Price prior to adjustment, and (2) not later than
five business days after such adjustment shall have become effective, pay
to such holder the appropriate cash payment and issue to such holder the
additional shares of Common Stock and other capital stock of the Company
issuable on such conversion.

(vii) No adjustment in the Conversion Price shall be required
if the holders of Convertible Preferred Stock are to participate in the
transaction on a basis and with notice that the Board determines in good
faith to be fair and appropriate in light of the basis and notice on which
holders of Common Stock participate in the transaction. In addition, no
adjustment in the Conversion Price shall be required unless such adjustment
(plus any adjustments not previously made by reason of this subsection
(vii)) would require an increase or decrease of at least 1% in the
Conversion Price; PROVIDED, that any adjustments which by reason of this
subsection (vii) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under
this Section shall be made to the nearest cent or to the nearest one-
hundredth of a share, as the case may be.

(viii) Whenever the Conversion Price is adjusted as provided
above:

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(1) the Company shall compute the adjusted Conversion Price
and shall promptly file with the stock transfer or conversion agent,
as appropriate, for the Convertible Preferred Stock, a certificate
signed by a principal financial officer of the Company setting forth
the adjusted Conversion Price and showing in reasonable detail the
facts upon which such adjustment is based and the computation thereof;
and

(2) a notice stating that the Conversion Price has been
adjusted and setting forth the adjusted Conversion Price shall, as
soon as practicable, be sent by first-class mail to the holders of
record of the Convertible Preferred Stock.

In case:

(A) the Company shall take any action which would require
an adjustment to the Conversion Price pursuant to subsection (iv)
above;

(B) the Company shall authorize the granting to the holders
of its Common Stock of rights, options or warrants entitling them to
subscribe for or purchase any shares of capital stock of any class or
of any other rights;

(C) of any reorganization or reclassification of the Common
Stock (other than a subdivision or combination of its outstanding
Common Stock), or of any consolidation or merger to which the Company
is a party and for which approval of any stockholders of the Company
is required, or of the sale, lease or transfer of all or substantially
all the assets of the Company; or

(D) of the voluntary or involuntary liquidation,
dissolution or winding-up of the Company;

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any, deliverable upon such reorganization, reclassification, consolidation,
merger, sale, lease, transfer, liquidation, dissolution or winding-up.
Neither the failure to give the notice required by this subsection (viii),
nor any defect therein, to any particular holder shall affect the
sufficiency of the notice or the legality or validity of any such dividend,
distribution, right, option, warrant, reorganization, reclassification,
consolidation, merger, sale, lease, transfer, liquidation, dissolution or
winding-up, or the vote authorizing any such action with respect to the
other holders.

(ix) To the extent permitted by law, the Company from time to
time may reduce the Conversion Price by any amount for any period of at
least 20 days (or such other period as may then be required by applicable
law) if the Board has made a determination in good faith that such
reduction would be in the best interests of the Company, which
determination shall be conclusive. No reduction in the Conversion Price
pursuant to this subsection (ix) shall become effective unless the Company
shall have mailed a notice, at least 15 days prior to the date on which
such reduction is scheduled to become effective, to each holder of
Convertible Preferred Stock. Such notice shall be given by first-class
mail, postage prepaid, at such holder's address as it appears on the books
of the Company. Such notice shall state the amount per share by which the
Conversion Price will be reduced and the period for which such reduction
will be in effect.

(x) At its option, the Company may make such reduction in the
Conversion Price, in addition to those otherwise required by this Section
6, as the Board deems advisable to avoid or diminish any income tax to
holders of Common Stock resulting from any dividend or distribution of
stock (or rights to acquire stock) or from any event treated as such for
income tax purposes; PROVIDED that any such reduction shall not be
effective until written evidence of the action of the Board authorizing
such reduction shall be filed with the Secretary of the Company and notice
thereof shall have been given by first-class mail, postage prepaid, to each
holder of Convertible Preferred Stock at such holder's address as it
appears on the books of the Company.

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<PAGE>

exchange or cancellation of Common Stock), (iii) any sale, lease or transfer of
all or substantially all of the assets of the Company, or (iv) any compulsory
share exchange, pursuant to any of which holders of Common Stock shall be
entitled to receive other securities, cash or other property, then appropriate
provision shall be made so that the holder of each share of Convertible
Preferred Stock then outstanding shall have the right thereafter to convert such
share only into the kind and amount of the securities, cash or other property
that would have been receivable upon such recapitalization, reclassification,
consolidation, merger, sale, lease, transfer, or share exchange by a holder of
the number of shares of Common Stock issuable upon conversion of such share of
Convertible Preferred Stock immediately prior to such recapitalization,
reclassification, consolidation, merger, sale, lease, transfer or share
exchange, and the Company shall not enter into any such merger, consolidation,
sale, lease, transfer or share exchange unless the company formed by such
consolidation or resulting from such merger or that acquires such assets or that
acquires the Company's shares, as the case may be, shall make provisions in its
certificate or articles of incorporation or other constituent document to
establish such right. Such certificate or articles of incorporation or other
constituent document shall provide for adjustments that, for events subsequent
to the effective date of such certificate or articles of incorporation or other
constituent documents, shall be as nearly equivalent as may be practicable to
the relevant adjustments provided for in the preceding subsections (a) and (b)
and in this subsection (c).

(d) ACCRUED DIVIDENDS AND FRACTIONAL SHARES. Dividends shall cease
to accrue on shares of the Convertible Preferred Stock surrendered for
conversion into Common Stock pursuant to this Section or Section 8 below. No
fractional shares of Common Stock shall be issued upon conversion of the
Convertible Preferred Stock, and any portion of Convertible Preferred Stock
surrendered for conversion which would otherwise result in a fractional share of
Common Stock shall be redeemed for cash in an amount equal to the product of
such fraction multiplied by the closing price of the Common Stock on the last
business day prior to conversion.

(e) MECHANICS OF CONVERSION. Before any holder of Convertible
Preferred Stock shall be entitled to convert such stock into shares of Common
Stock and to receive certificates therefor, such holder shall surrender the
certificate or certificates for the Convertible Preferred Stock to be converted,
duly endorsed, at the office of the Company or of any transfer agent for the
Convertible Preferred Stock, and shall give written notice to the Company at
such office that such holder elects to convert the same. The Company shall,
within 10 days after such delivery, issue and deliver at such office to such
holder of the Convertible Preferred Stock (or to any other person specified in
the notice delivered by such holder) a certificate or certificates for the
number of shares of Common Stock to which

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such holder shall be entitled as aforesaid and a check payable to the holder for
any cash amounts payable as the result of a conversion into fractional shares of
Common Stock. Such conversion shall be deemed to have been made immediately
prior to the close of business on the date of such surrender of the shares of
Convertible Preferred Stock to be converted, and the person or persons entitled
to receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock on such date. In case any certificate for shares of the
Convertible Preferred Stock shall be surrendered for conversion of only a part
of the shares represented thereby, the Company shall deliver within 10 days at
such office to or upon the written order of the holder thereof, a certificate or
certificates for the number of shares of Convertible Preferred Stock represented
by such surrendered certificate which are not being converted. Notwithstanding
the foregoing, the Company shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon such conversion unless the
certificates evidencing the Convertible Preferred Stock are either delivered to
the Company or its transfer agent or the Company or its transfer agent shall
have received evidence satisfactory to it evidencing that such certificates have
been lost, stolen or destroyed and the holder of such Convertible Preferred
Stock executes an agreement satisfactory to the Company to indemnify the Company
from any loss incurred by it in connection with such certificates. The issuance
of certificates of shares of Common Stock issuable upon conversion of shares of
Convertible Preferred Stock shall be made without charge to the converting
holder for any tax imposed in respect of the issuance thereof; PROVIDED that the
Company shall not be required to pay any tax which may be payable with respect
to any transfer involved in the issue and delivery of any certificate in a name
other than that of the holder of the shares of Convertible Preferred Stock being
converted.

Section 7. OPTIONAL REDEMPTION. On or after [___________], 1998, the
Company may, at its option, redeem all or from time to time any part of the
shares of Convertible Preferred Stock, out of funds legally available therefor,
upon giving a notice of redemption as set forth below, at the following
redemption prices per share (expressed as percentages of the Stated Value
thereof), plus an amount equal to accrued and unpaid dividends, if any (whether
or not declared), up to but excluding the date fixed for redemption, if redeemed
during the twelve-month period commencing on [____________] of the years
indicated below:

C-15

<PAGE>

Redemption
Year Price
---- -------------

1998 %
1999
2000
2001
2002
2003
2004

If fewer than all of the outstanding shares of the Convertible
Preferred Stock are to be redeemed, the number of shares to be redeemed shall be
determined by the Board in good faith and the shares to be redeemed will be
determined pro rata as nearly as practicable, or by such other method as the
Board may determine to be fair and appropriate. Convertible Preferred Stock may
not be redeemed unless full cumulative dividends have been paid on the
Convertible Preferred Stock for all past dividend periods.

Notice of redemption of Convertible Preferred Stock will be given by
(i) first-class mail, not less than 30 nor more than 60 days prior to the date
fixed for redemption thereof, to each record holder of shares of Convertible
Preferred Stock to be redeemed at the address of such holder in the books of the
Company and (ii) publication in THE WALL STREET JOURNAL. On the date such
notices are mailed, the Company shall issue a press release announcing the
redemption. The mailed and published notice shall state, as appropriate: (1)
the redemption date and record date for purposes of such redemption; (2) the
number of shares of Convertible Preferred Stock to be redeemed and, if fewer
than all shares of Convertible Preferred Stock held by any holder are to be
redeemed, the number of shares to be redeemed from such holder; (3) the place or
places at which certificates for such shares are to be surrendered; (4) the then
current redemption price; and (5) that dividends on the Convertible Preferred
Stock to be redeemed shall cease to accrue on such Redemption Date, except as
otherwise provided herein. If such notice of redemption has been given, from
and after the specified redemption date (unless the Company defaults in making
payment of the redemption price), dividends on the Convertible Preferred Stock
so called for redemption will cease to accrue, such shares will no longer be
deemed to be outstanding, and all rights of the holders thereof as stockholders
of the Company (except the right to receive the redemption price and any
dividends due on a dividend payment date after the redemption date relating to a
dividend record date prior to such redemption date) will cease.

C-16

<PAGE>

thereof at any time from the date of such Change in Control until the expiration
of 60 days after the date of the Conversion Notice (as defined below) by the
Company to all holders of the Convertible Preferred Stock, into, at its option,
either (A) such number of fully paid and non-assessable shares of Common Stock
as is equal to the Stated Value of the Convertible Preferred Stock divided by
the Special Conversion Price or (B) an amount in cash equal to the Stated Value
of the Convertible Preferred Stock plus an amount equal to any accrued but
unpaid dividends thereon. The "Special Conversion Price" shall be the closing
price of the Common Stock on the last business day prior to the date the Company
gives the Conversion Notice (as defined below) to the holders of Convertible
Preferred Stock.

Within five days after the occurrence of a Change in Control, the
Company shall give notice of the occurrence of the Change in Control and of the
Special Conversion Rights set forth herein in accordance with the procedures set
forth below to each holder of Convertible Preferred Stock (the "Conversion
Notice").

Each Conversion Notice shall state:

(1) that a Change in Control has occurred (and shall specify the
date of occurrence), and that the holder's Special Conversion Rights
may be exercised in accordance with this Section;

(2) the expiration date of the Special Conversion Rights;

(3) that a holder of Convertible Preferred Stock, in order to
exercise Special Conversion Rights, must deliver on or before the
fifth day prior to the expiration date of the Special Conversion
Rights written notice to the Company of the holder's exercise of those
rights, together with the certificate evidencing such holder's shares
with respect to which the rights are being exercised, duly endorsed
for transfer;

(4) the Special Conversion Price and the Conversion Price which
would otherwise be applicable;

(5) a description of the procedure which a holder must follow to
exercise its Special Conversion Rights; and

(6) that holders of Convertible Preferred Stock electing to have
such shares converted will be required to surrender the certificates
evidencing such shares for delivery of shares of Common Stock.

The Conversion Notice shall be given by first-class mail, postage
paid, to the holders of record of Convertible

C-17

<PAGE>

Preferred Stock at their respective addresses as they appear on the books of the
Company.

No failure of the Company to give the Conversion Notice shall limit
any holder's right to exercise its Special Conversion Rights.

Exercise of the Special Conversion Rights by a holder of Convertible
Preferred Stock will be irrevocable. The Company shall not enter into any
consolidation, merger or sale of assets, unless in connection therewith the
holders of Convertible Preferred Stock exercising Special Conversion Rights will
be entitled to receive the same consideration as received for the number of
shares of Common Stock into which their shares of Convertible Preferred Stock
would have been converted pursuant to the Special Conversion Rights. The
Special Conversion Rights are in addition to the regular Conversion Rights that
apply to the Convertible Preferred Stock.

C-18

<PAGE>

aggregate voting power of all classes) of the Company's Common Stock being
registered under Section 12(b) or 12(g) of the Exchange Act.

SECTION 9. STATUS OF REACQUIRED SHARES. If shares of Convertible
Preferred Stock are converted pursuant to Section 6 hereof or redeemed pursuant
to Section 7 hereof, the shares so converted or redeemed shall, upon compliance
with any statutory requirements, assume the status of authorized but unissued
shares of preferred stock of the Company, but may not be reissued as Convertible
Preferred Stock.

SECTION 11. PREEMPTIVE RIGHTS. The Convertible Preferred Stock is
not entitled to any preemptive or subscription rights in respect of any
securities of the Company.

SECTION 12. NOTICES. Except as otherwise provided herein, all
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by and when
sent by telex or telecopier (with receipt confirmed), provided a copy is also
sent by express (overnight, if possible) courier, addressed (i) in the case of a
holder of Convertible Preferred Stock, to such holder's address as it appears on
the books of the Company, and (ii) in the case of the Company, to the Company's
principal executive offices to the attention of the Company's President.

SECTION 13. SEVERABILITY OF PROVISIONS. Whenever possible, each
provision hereof shall be interpreted in a manner as to be effective and valid
under applicable law, but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof. If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change as

C-19

<PAGE>

shall be necessary to render the provision in question effective and valid under
applicable law.

FHP INTERNATIONAL CORPORATION

By: _______________________________
Name:
Title:

ATTEST:

________________________________
Name:
Title: Secretary

C-20

<PAGE>
EXHIBIT D

CERTIFICATE OF DESIGNATION FOR
NON-CONVERTIBLE MERGER PREFERRED STOCK

WHEREAS, the Board has previously authorized the issuance of a series
of preferred stock consisting of 20,000,000 shares designated as "Series A
Cumulative Convertible Preferred Stock"; and

WHEREAS, the Board now desires to fix the powers, preferences and
rights of a second series of preferred stock;

RESOLVED, that each share of this series of preferred stock shall rank
equally in all respects and shall be subject to the following provisions:

D-1

<PAGE>

Company established by the Board to the extent the terms of such stock expressly
provide that it will rank on a parity with the Series B Preferred Stock as to
dividend rights and rights on liquidation, winding-up and dissolution
(collectively, the "Parity Securities"); and (iii) junior to each other class of
capital stock or series of preferred stock established by the Board to the
extent the terms of such stock expressly provide that it will rank senior to the
Series B Preferred Stock as to dividend rights and rights on liquidation,
winding-up and dissolution (collectively, the "Senior Securities").

SECTION 2. AUTHORIZED NUMBER. The authorized number of shares
constituting the Series B Preferred Stock shall be 12,500,000 shares.

SECTION 3. DIVIDENDS.

(a) DIVIDEND PERIODS AND RATES. Holders of Series B Preferred Stock
will be entitled to receive, when, as and if declared by the Board out of funds
of the Company legally available therefor, cash dividends payable quarterly in
arrears on [_____________], [_______________], [______________], and
[______________] of each year, commencing [______________], 1994 (each a
"Dividend Payment Date"). Dividends will be payable at a per annum rate
(calculated as a percentage of Stated Value) equal to (i) [____(1)]% for the
dividend period ending [_____________], 1994 and (ii) the Applicable Rate (as
defined in subsection (c) below) in effect from time to time for each subsequent
dividend period. Each dividend will be payable to holders of record as they
appear on the books of the Company at the close of business on a record date,
not more than 60 nor less than 15 days before the related Dividend Payment Date,
fixed by the Board. Dividends will be cumulative from the date of original
issuance of the Series B Preferred Stock. Dividends for each full dividend
period will be computed by dividing the per annum dividend rate by four.
Dividends payable for any period less than a full dividend period will be
computed on the basis of a 360-day year consisting of twelve 30-day months. The
Series B Preferred Stock will not be entitled to any dividends, whether payable
in cash, property or stock, in excess of full cumulative dividends. No
interest, or sum of money in lieu of interest, will be payable in respect of any
accrued and unpaid dividends.

- ---------------

(1) A rate to be fixed by the Company's Board or the Executive Committee
thereof at Closing.

D-2

<PAGE>

Series B Preferred Stock shall share dividends pro rata with the Parity
Securities according to the amount of dividends due and payable with respect to
each. No dividends may be paid or set apart for such payment on Junior
Securities (except dividends on Junior Securities paid in additional shares of
Junior Securities) and no Series B Preferred Stock, Parity Securities or Junior
Securities may be repurchased, redeemed or otherwise retired nor may funds be
set apart for payment with respect thereto, nor shall the Company permit any
corporation or entity directly or indirectly controlled by the Company to
purchase any Series B Preferred Stock, Parity Securities or Junior Securities,
if full cumulative dividends to be paid hereunder prior to the date thereof have
not been paid on the Series B Preferred Stock. Notwithstanding the foregoing,
the Company may (i) make redemptions, purchases or other acquisitions of Series
B Preferred Stock, Parity Securities or Junior Securities payable in Junior
Securities or repurchases of Series B Preferred Stock, Parity Securities or
Junior Securities in the ordinary course of business pursuant to the terms of
any current or future employee stock incentive plan or similar plan adopted by
the Board and (ii) make, pursuant to that certain Rights Agreement (the "Rights
Agreement"), dated as of June 8, 1990, between the Company and American Stock
Transfer and Trust Company, redemptions of Rights (as defined in the Rights
Agreement) distributed pursuant to the Rights Agreement.

(c) APPLICABLE RATE. Except as provided below in this subsection
(c), the "Applicable Rate" for any dividend period shall be a per annum rate
equal to the product of (A) the highest of the Treasury Bill Rate (as defined in
subsection (i) below), the Ten-Year Constant Maturity Rate (as defined in
subsection (ii) below) and the Thirty-Year Constant Maturity Rate (as defined in
subsection (iii) below) for such dividend period, multiplied by (B) [93.0](2)%.
In the event that the Company determines in good faith that for any reason one
or more of the rates described in clause (A) of the preceding sentence cannot be
determined for any dividend period, then the Applicable Rate for such dividend
period shall be the product of (x) the higher of whichever of such rates can be
determined, multiplied by (y) [93.0](3)%; PROVIDED, that in the event that the
Company determines in good faith that for any reason none of such rates can be
determined for any dividend period, then the Applicable Rate for such dividend
period shall be the Applicable Rate in effect for the preceding dividend period.
In no event shall the Applicable

- ---------------

(2) Market rate, to be fixed by the Company's Board or the Executive
Committee thereof at Closing upon agreement by the Company's and TakeCare's
respective financial advisers.

(3) Market rate, to be fixed by the Company's Board or the Executive
Committee thereof at Closing upon agreement by the Company's and TakeCare's
respective financial advisers.

D-3

<PAGE>

Rate for any dividend period be less than 5% per annum or greater than 11% per
annum.

(i) Except as provided below in this subsection (i), the
"Treasury Bill Rate" for any dividend period will be the arithmetic average
of the two most recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate shall be
published during the relevant Calendar Period (as defined in subsection (e)
below)) for three-month U.S. Treasury bills, as published weekly by the
Federal Reserve Board during the Calendar Period immediately prior to the
ten calendar days immediately preceding the Dividend Payment Date prior to
the dividend period for which the Applicable Rate is being determined. In
the event that the Federal Reserve Board does not publish a weekly per
annum market discount rate during such Calendar Period, then the Treasury
Bill Rate for the related dividend period shall be the arithmetic average
of the two most recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate shall be
published during such Calendar Period) for three-month U.S. Treasury bills,
as published weekly during such Calendar Period by any Federal Reserve Bank
or by any U.S. Government department or agency selected by the Company. In
the event that a weekly per annum market discount rate for three-month U.S.
Treasury bills shall not be published by the Federal Reserve Board or by
any Federal Reserve Bank or by any U.S. Government department or agency
during such Calendar Period, then the Treasury Bill Rate for the related
dividend period shall be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate shall be published during such
Calendar Period) for all U.S. Treasury bills then having maturities of not
less than 80 nor more than 100 days, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve Board shall
not publish such rates, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Company. In the event that
the Company determines in good faith that for any reason no such U.S.
Treasury bill rates are published during such Calendar Period or that the
Company cannot determine the Treasury Bill Rate for any dividend period as
provided above in this subsection, then the Treasury Bill Rate for such
dividend period shall be the arithmetic average of the per annum market
discount rates, based upon the closing bids during such Calendar Period,
for each of the issues of marketable interest bearing U.S. Treasury
securities with a maturity of not less than 80 nor more than 100 days from
the date of each such quotation, as quoted daily for each business day in
New York City (or less frequently if daily quotations shall not be
generally available) to the Company by at least three recognized U.S.
Government securities dealers selected by the Company.

D-4

<PAGE>

(ii) Except as provided below in this subsection (ii), the "Ten-
Year Constant Maturity Rate" for any dividend period shall be the
arithmetic average of the two most recent weekly per annum Ten-Year Average
Yields (or the one weekly per annum Ten-Year Average Yield, if only one
such Ten-Year Average Yield shall be published during the relevant Calendar
Period), as published weekly by the Federal Reserve Board during the
Calendar Period immediately prior to the ten calendar days immediately
preceding the Dividend Payment Date prior to the dividend period for which
the Applicable Rate is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Ten-Year Average
Yield during such Calendar Period, then the Ten-Year Constant Maturity Rate
for the related dividend period shall be the arithmetic average of the two
most recent weekly per annum Ten-Year Average Yields (or the one weekly per
annum Ten-Year Average Yield, if only one such Ten-Year Average Yield shall
be published during such Calendar Period), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Company. In the event that a weekly
per annum Ten-Year Average Yield shall not be published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten-Year
Constant Maturity Rate for the related dividend period shall be the
arithmetic average of the two most recent weekly per annum average yields
to maturity (or the one weekly average yield to maturity, if only one such
yield shall be published during such Calendar Period) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities (as defined in subsection (e) below)) then
having maturities of not less than eight nor more than twelve years, as
published during such Calendar Period by the Federal Reserve Board or, if
the Federal Reserve Board shall not publish such yields, by any Federal
Reserve Bank or by any U.S. Government department or agency selected by the
Company. In the event that the Company determines in good faith that for
any reason it cannot determine the Ten-Year Constant Maturity Rate for any
dividend period as provided above in this subsection, then the Ten-Year
Constant Maturity Rate for such dividend period shall be the arithmetic
average of the per annum average yields to maturity, based upon the closing
bids during such Calendar Period, for each of the issues of actively traded
marketable U.S. Treasury fixed interest rate securities (other than Special
Securities) with a final maturity date not less than eight nor more than
twelve years from the date of each such quotation, as quoted daily for each
business day in New York City (or less frequently if daily quotations shall
not be generally available) to the Company by at least three recognized
U.S. Government securities dealers selected by the Company.

D-5

<PAGE>

(iii) Except as provided below in this subsection (iii), the
"Thirty-Year Constant Maturity Rate" for any dividend period shall be the
arithmetic average of the two most recent weekly per annum Thirty-Year
Average Yields (or the one weekly per annum Thirty-Year Average Yield, if
only one such Thirty-Year Average Yield shall be published during the
relevant Calendar Period), as published weekly by the Federal Reserve Board
during the Calendar Period immediately prior to the ten calendar days
immediately preceding the Dividend Payment Date prior to the dividend
period for which the Applicable Rate is being determined. In the event
that the Federal Reserve Board does not publish such a weekly per annum
Thirty-Year Average Yield during such Calendar Period, then the Thirty-Year
Constant Maturity Rate for the related dividend period shall be the
arithmetic average of the two most recent weekly per annum Thirty-Year
Average Yields (or the one weekly per annum Thirty-Year Average Yield, if
only one such Thirty-Year Average Yield shall be published during such
Calendar Period), as published weekly during such Calendar Period by any
Federal Reserve Bank or by any U.S. Government department or agency
selected by the Company. In the event that a weekly per annum Thirty-Year
Average Yield shall not be published by the Federal Reserve Board or by any
Federal Reserve Bank or by any U.S. Government department or agency during
such Calendar Period, then the Thirty-Year Constant Maturity Rate for the
related dividend period shall be the arithmetic average of the two most
recent weekly per annum average yields to maturity (or the one weekly per
annum average yield to maturity, if only one such yield shall be published
during such Calendar Period) for all of the actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities)
than having maturities of not less than twenty-eight nor more than thirty
years, as published during such Calendar Period by the Federal Reserve
Board or, if the Federal Reserve Board shall not publish such yields, by
any Federal Reserve Bank or by any U.S. Government department or agency
selected by the Company. In the event that per annum average yields to
maturity for all of the actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special Securities) then having
maturities of not less than twenty-eight nor more than thirty years shall
not be published by the Federal Reserve Board or by any Federal Reserve
Bank or by any U.S. Government department or agency during such Calendar
Period, then the Thirty-Year Constant Maturity Rate for the related
dividend period shall be determined in the manner specified in the
preceding sentence based upon all of the actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities)
then having maturities of not less than twenty-five years or, in their
absence, twenty years. In the event that the Company determines in good
faith that for any reason it cannot determine the Thirty-Year Constant
Maturity Rate for any

D-6

<PAGE>

dividend period as provided above in this subsection, then the Thirty-Year
Constant Maturity Rate for such dividend period shall be the arithmetic
average of the per annum average yields to maturity based upon the closing
bids during such Calendar Period for each of the issues of actively traded
marketable U.S. Treasury fixed interest rate securities (other than Special
Securities) with a final maturity date not less than twenty-eight nor more
than thirty years (or, in their absence, with a final maturity date not
less than twenty-five years or, in their absence, twenty years) from the
date of each such quotation, as quoted daily for each business day in New
York City (or less frequently if daily quotations shall not be generally
available) to the Company by at least three recognized U.S. Government
securities dealers selected by the Company.

The Treasury Bill Rate, the Ten-Year Constant Maturity Rate and the
Thirty-Year Constant Maturity Rate shall each be rounded to the nearest one-
hundredth of a percentage point.

(d) CONFIRMATION AND PUBLICATION OF APPLICABLE RATE. The Applicable
Rate with respect to each dividend period will be calculated as promptly as
practicable by the Company according to the appropriate method described above.
The mathematical accuracy of each such calculation will be confirmed in writing
by independent accountants of recognized standing. Except for the dividend rate
for the initial dividend period, the Company will cause each dividend rate to be
published in a newspaper of general circulation in New York City prior to the
commencement of the new dividend period to which it applies and will cause
notice of such Applicable Rate to be enclosed with the dividend payment next
mailed to the holders of Series B Preferred Stock.

(e) DEFINITIONS. As used in this Section, the term "Calendar Period"
means a period of fourteen consecutive calendar days; the term "Special
Securities" means securities (i) which can, at the option of the holder, be
surrendered at face value in payment of any Federal estate tax or (ii) which
provide tax benefits to the holder and are priced to reflect such tax benefits
or which were originally issued at a deep or substantial discount; the term
"Ten-Year Average Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted to constant
maturities of ten years); and the term "Thirty-Year Average Yield" means the
average yield to maturity for actively traded marketable U.S. Treasury fixed
interest rate securities (adjusted to constant maturities of thirty years).

D-7

<PAGE>

Common Stock, (i) the holders of Series B Preferred Stock shall receive a
liquidation preference equal to the Stated Value of their shares, and shall be
entitled to receive an amount equal to all accrued and unpaid dividends through
the date of distribution (whether or not declared), and (ii) the holders of any
Parity Securities shall be entitled to receive an amount equal to the full
respective liquidation preferences (including any premium) to which they are
entitled and shall receive an amount equal to all accrued and unpaid dividends
with respect to their respective shares through and including the date of
distribution (whether or not declared). If, upon such a voluntary or
involuntary liquidation, dissolution or winding-up of the Company, the assets of
the Company are insufficient to pay in full the amounts described above as
payable with respect to the Series B Preferred Stock and any Parity Securities,
the holders of the Series B Preferred Stock and such Parity Securities will
share ratably in any distribution of assets of the Company, first in proportion
to their respective liquidation preferences until such preferences are paid in
full, and then in proportion to their respective amounts of accrued but unpaid
dividends. After payment of any such liquidation preference and accrued but
unpaid dividends, the Series B Preferred Stock will not be entitled to any
further participation in any distribution of assets by the Company. Neither the
sale or transfer of all or any part of the assets of the Company, nor the merger
or consolidation of the Company into or with any other corporation or a merger
of any other corporation with or into the Company, will be deemed to be a
liquidation, dissolution or winding-up of the Company.

SECTION 5. VOTING RIGHTS.

(a) Except as provided below, as may be required by Delaware law or
provided by the resolution creating any other series of preferred stock, the
holders of Series B Preferred Stock will not be entitled to vote. So long as
any shares of Series B Preferred Stock are outstanding, the vote or consent of
the holders of 66-2/3% of the outstanding shares of Series B Preferred Stock,
voting together as a single class, shall be necessary to (i) increase or
decrease the par value of the shares of Series B Preferred Stock or (ii) alter
or change the powers, preferences, or special rights of the shares of Series B
Preferred Stock so as to affect them adversely or (iii) authorize or issue any
additional class or series of Parity Securities (other than the Series A
Cumulative Convertible Preferred Stock) or Senior Securities, or any security
convertible into Parity Securities or Senior Securities.

D-8

<PAGE>

Stock, together with the holders of any Parity Securities upon which like
voting rights have been conferred and are exercisable (the "Voting Parity
Securities"), in accordance with the procedures set forth below, to elect,
as a class, an additional two directors. So long as any shares of Series B
Preferred Stock shall be outstanding, the holders of Series B Preferred
Stock shall retain the right to vote and elect, with the holders of such
Voting Parity Securities, as a class, two directors until all accrued but
unpaid dividends on the Series B Preferred Stock are paid in full or
declared and set aside for payment. The period during which holders of
Series B Preferred Stock retain such right is referred to as a "Default
Period".

(ii) So long as any shares of Series B Preferred Stock shall be
outstanding, during any Default Period, the voting right described in
subsection (i) above may be exercised initially at a special meeting called
pursuant to subsection (iii) below or at any annual meeting of
stockholders. The absence of a quorum of holders of Common Stock (or any
class thereof) shall not affect the exercise of such voting rights by the
holders of Series B Preferred Stock and Voting Parity Securities. Holders
of Series B Preferred Stock and Voting Parity Securities shall be entitled,
as among the class of holders of Series B Preferred Stock and Voting Parity
Securities, to one vote for each $25.00 of liquidation preference
represented by the shares so held.

(iii) Unless the holders of Series B Preferred Stock and
Voting Parity Securities, if any are then outstanding, have, during an
existing Default Period, previously exercised their right to elect
directors, the Board may, and upon the request of the holders of record of
not less than 10% of the aggregate liquidation preference of Series B
Preferred Stock and Voting Parity Securities, the Board shall, order the
calling of a special meeting of holders of Series B Preferred Stock and
Voting Parity Securities, if any are then outstanding, which meeting shall
thereupon be called by the President, a Vice President or the Secretary of
the Company. Notice of such meeting and of any annual meeting at which
holders of Series B Preferred Stock and Voting Parity Securities are
entitled to vote pursuant to this subsection (iii) shall be given to each
holder of record of Series B Preferred Stock by mailing a copy of such
notice to such holder at such holder's last address as it appears on the
books of the Company. Such meeting shall be called for a date not later
than 90 days after such order or request, or, in default of the calling of
such meeting within 90 days after such order or request, such meeting may
be called on similar notice by any stockholder or stockholders owning in
the aggregate not less than 10% of the aggregate liquidation preference of
Series B Preferred Stock and Voting Parity Securities.

D-9

<PAGE>

Notwithstanding the provisions of this subsection (iii), the Company shall
not be required to call such a special meeting if such request is received
less than 120 days before the date fixed for the next ensuing annual
meeting of stockholders of the Company, at which meeting such newly created
directorships shall be filled by vote of the holders of Series B Preferred
Stock and Voting Parity Securities.

(iv) During any Default Period, the holders of Common Stock, and
other classes of stock of the Company, if applicable, shall continue to be
entitled to elect all of the directors unless and until the holders of
Series B Preferred Stock and Voting Parity Securities shall have exercised
their right to elect two directors voting as a class. After the exercise
of this right (x) the directors so elected by the holders of Series B
Preferred Stock and Voting Parity Securities shall continue in office until
the earlier of (A) such time as their successors shall have been elected by
such holders and (B) the expiration of the Default Period, and (y) any
vacancy in the Board with respect to a directorship to be elected pursuant
to this Section by the holders of Series B Preferred Stock and Voting
Parity Securities may be filled by vote of the remaining director
previously elected by such holders. References in this subsection (b) to
directors elected by the holders of a particular class of stock shall
include directors elected by such directors to fill vacancies as provided
in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a Default Period, (x) the
right of the holders of Series B Preferred Stock to elect directors
pursuant to this Section shall cease, (y) the term of any directors elected
by the holders of Series B Preferred Stock and Voting Parity Securities
pursuant to this Section shall terminate, and (z) the number of directors
shall be such number as may be provided for in the Certificate of
Incorporation or bylaws irrespective of any increase made pursuant to
subsection (i) of this subsection (b) (such number being subject, however,
to subsequent change in any manner provided by law or in the Certificate of
Incorporation or bylaws).

SECTION 6. OPTIONAL REDEMPTION. On or after [__________], 1994, the
Company may, at its option, redeem all or any part of the shares of Series B
Preferred Stock, out of funds legally available therefor, on any Dividend
Payment Date upon giving a notice of redemption as set forth below, at the
Stated Value thereof plus an amount equal to accrued and unpaid dividends, if
any (whether or not declared), up to but excluding the Dividend Payment Date
fixed for redemption.

If fewer than all of the outstanding shares of the Series B Preferred
Stock are to be redeemed, the number of shares to be redeemed shall be
determined by the Board in good faith and

D-10

<PAGE>

the shares to be redeemed will be determined pro rata as nearly as practicable,
or by such other method as the Board may determine to be fair and appropriate.
Series B Preferred Stock may not be redeemed unless full cumulative dividends
have been paid on the Series B Preferred Stock for all past dividend periods.

Notice of redemption of Series B Preferred Stock will be given by (i)
first-class mail, not less than 15 nor more than 45 days prior to the date fixed
for redemption thereof, to each record holder of shares of Series B Preferred
Stock to be redeemed at the address of such holder in the books of the Company
and (ii) publication in the WALL STREET JOURNAL. On the date such notices are
mailed, the Company shall issue a press release announcing the redemption. The
mailed and published notice shall state, as appropriate: (1) the redemption date
and record date for purposes of such redemption; (2) the number of shares of
Series B Preferred Stock to be redeemed and, if fewer than all shares of Series
B Preferred Stock held by any holder are to be redeemed, the number of shares to
be redeemed from such holder; (3) the place or places at which certificates for
such shares are to be surrendered; (4) the then current redemption price; and
(5) that dividends on the Series B Preferred Stock to be redeemed shall cease to
accrue on such redemption date, except as otherwise provided herein. If a
notice of redemption has been given, from and after the specified redemption
date (unless the Company defaults in making payment of the redemption price),
dividends on the Series B Preferred Stock so called for redemption will cease to
accrue, such shares will no longer be deemed to be outstanding, and all rights
of the holders thereof as stockholders of the Company (except the right to
receive the redemption price and any dividend due on a Dividend Payment Date
after the redemption date relating to a dividend record date prior to such
redemption date) will cease.

SECTION 7. STATUS OF REACQUIRED SHARES. If shares of Series B
Preferred Stock are redeemed pursuant to Section 6 hereof, the shares so
redeemed shall, upon compliance with any statutory requirements, assume the
status of authorized but unissued shares of preferred stock of the Company, but
may not be reissued as Series B Preferred Stock.

SECTION 8. PREEMPTIVE RIGHTS. The Series B Preferred Stock is not
entitled to any preemptive or subscription rights in respect of any securities
of the Company.

SECTION 9. NOTICES. Except as otherwise provided herein, all
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by and when
sent by telex or telecopier (with receipt confirmed), provided a copy is also
sent by express (overnight, if possible) courier, addressed (i) in the case of a
holder of Series B Preferred Stock, to such holder's address as it appears on
the books of the Company, and (ii) in the case of

D-11

<PAGE>

the Company, to the Company's principal executive offices to the attention of
the Company's President.

SECTION 10. SEVERABILITY OF PROVISIONS. Whenever possible, each
provision hereof shall be interpreted in a manner as to be effective and valid
under applicable law, but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof. If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change as
shall be necessary to render the provision in question effective and valid under
applicable law.

FHP INTERNATIONAL CORPORATION

By: _______________________________
Name:
Title:

ATTEST:

________________________________
Name:
Title: Secretary

D-12
<PAGE>
EXHIBIT E

FORM OF AFFILIATE AGREEMENT

______________, 1994

FHP International Corporation
9900 Talbert Avenue
Fountain Valley, California 92728
Attention: Michael J. Weinstock, Esq.

Dear Sirs:

I have been advised that as of the date hereof I may be deemed to be
or have been an "affiliate" of TakeCare, Inc., a Delaware corporation (the
"Company"), as that term is defined for purposes of Rule 145 under the
Securities Act of 1933, as amended (the "Securities Act"). An Agreement and
Plan of Merger, dated as of January __, 1994 (the "Agreement"), has been entered
into among FHP International Corporation, a Delaware corporation ("Purchaser"),
FHP Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser
("Merger Sub"), and the Company. The Agreement provides, among other things,
for the merger of the Company with and into Merger Sub (the "Merger"), and, in
accordance therewith, the shares of Common Stock, par value $.10 per share, of
the Company (the "Company Shares") owned by me at the Effective Time (as defined
in the Agreement) shall be converted into the Merger Consideration (as defined
in the Agreement) on the terms set forth in the Agreement. All shares of FHP
capital stock issued as part of the Merger Consideration (together with any
shares of FHP capital stock issuable upon conversion of such shares) are
hereinafter referred to as the "Purchaser Shares."

With respect to the Purchaser Shares to be received by me, I
represent, warrant, understand and agree as follows:

E-1

<PAGE>

permit sales, in general, while Purchaser is subject to the requirements to
file, and is filing, periodic reports under Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), only in "brokers'
transactions" within the meaning of Section 4(4) of the Securities Act and
paragraph (g) of Rule 144 thereunder or transactions directly with a "market
maker", as defined in Section 3(a)(38) of the Exchange Act, where the aggregate
number of Purchaser Shares sold at any time, together with all sales of
restricted Purchaser Shares sold for my account during the preceding three-month
period, does not exceed the greater of (i) one percent of the Purchaser Shares
outstanding or (ii) the average weekly volume of trading in Purchaser Shares on
all national securities exchanges and/or reported through the automated
quotation system of a registered securities association during the four-week
period preceding any such sale.

2. I hereby represent and warrant to Purchaser that I will not offer
to sell, transfer or otherwise dispose of any Purchaser Shares, except pursuant
to (i) the provisions of Rule 145 under the Securities Act, (ii) an effective
registration statement under the Securities Act or (iii) in a transaction that,
in the opinion of legal counsel reasonably satisfactory to Purchaser, is exempt
from registration under the Securities Act. In the event of a sale or other
disposition pursuant to Rule 145, I will supply satisfactory evidence of
compliance with such Rule to Purchaser. I hereby further represent and warrant
to Purchaser that I have no plan or intention to sell, exchange or otherwise
dispose of any of the Purchaser Shares to be received by me in connection with
the Merger.

3. I have carefully read this letter and the Agreement and have
discussed their requirements and other applicable limitations upon the offer,
sale, transfer or other disposition of the Purchaser Shares to be acquired by me
in the Merger, to the extent I felt necessary, with my counsel or counsel for
the Company.

4. I understand that Purchaser is under no obligation to register
the offer, sale, transfer or other disposition of the Purchaser Shares by me or
on my behalf or to take any other action necessary in order to make compliance
with an exemption from registration available.

5. I understand and agree that stop transfer instructions may be
given to Purchaser's transfer agents with respect to Purchaser Shares and that
there may be placed on the certificates for such shares, and any certificates
issued in exchange or substitution therefor, a legend to the following effect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED
IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF
1933, AS AMENDED,

E-2

<PAGE>

APPLIES AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH
THE REQUIREMENTS OF RULE 145 OR PURSUANT TO A REGISTRATION STATEMENT UNDER
THAT ACT OR AN EXEMPTION FROM SUCH REGISTRATION.

6. I understand that other rules under the Securities Act would
become applicable to any sale, transfer or other disposition of Purchaser Shares
if I were to become an affiliate of Purchaser within the meaning of the
Securities Act.

7. I have been offered registration rights pursuant to a
registration rights agreement with Purchaser in a form mutually agreed upon by
Purchaser and the Company.

Very truly yours,

______________________________

Accepted this _______ day
of ______________, 1994

FHP International Corporation

By: ____________________________

E-3

<PAGE>

EXHIBIT 2.2

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 (this "Amendment") to the Agreement and Plan of
Merger, dated as of March 3, 1994 (the "Merger Agreement"), by and among
TakeCare, Inc., a Delaware corporation (the "Company"), FHP International
Corporation, a Delaware corporation ("Purchaser"), and FHP Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of Purchaser ("Merger Sub"), is
entered into as of April 29, 1994 by and among the Company, Purchaser and Merger
Sub.

The parties agree as follows:

1. Paragraph (ii) of Subsection (a) of Section 4.1 of the Merger
Agreement is hereby amended to read in its entirety as follows:

"(ii) subject to subsection (g) below, 1.12 shares of
Non-Convertible Merger Preferred Stock (as defined in Section 4.2)
or, at the election of the holder of such Share as provided in
Section 4.3(b) (the "Cash Election"), an amount in cash equal to
$28.00 (the "Cash Merger Consideration"); plus"

2. Section 4.1 of the Merger Agreement is hereby amended to add
Subsection (g) which shall read in its entirety as follows:

"(g) If the expenses incurred by the Company in connection with the
Merger, including without limitation financial advisory fees, accounting,
legal and consulting fees and costs in connection with that certain suit
relating to the Merger commenced by certain stockholders of the Company on
January 18, 1994 in the Delaware Court of Chancery (the "Pending
Litigation") or any other litigation relating to the Merger, exceed $3
million (the "Excess Expenses"), the cash or shares of Non-Convertible
Merger Preferred Stock payable in respect of each Share pursuant to
paragraph (a) above shall be reduced pro rata (based on the number of
Shares outstanding as of the Effective Date plus Shares subject to options
the holders of which elect to receive Merger Consideration pursuant to
Section 6.7(a)(iii)) by the amount of such excess in the following manner:

Prior to the Effective Date, Purchaser and the Company shall
agree upon:

(i) the amount (the "Initial Excess Expenses") of the Excess
Expenses which have been or will be paid on or prior to the
Effective Date; and

1
<PAGE>

(ii) an amount to be reserved (the "Excess Expenses Reserve")
to pay additional Excess Expenses (excluding the Litigation Reserve
(as defined below)) which arise or are payable after the Effective
Date (the "Additional Excess Expenses").

On the Effective Date, a portion of the cash deposited with
the Exchange Agent (as defined herein) pursuant to Section 4.3:

(i) in an amount equal to the maximum amount sought by
plaintiffs in the Pending Litigation (the "Litigation Reserve"),
shall be deposited into an interest-bearing escrow account (the
"Litigation Fund") at a nationally recognized banking institution;
and

(ii) in an amount equal to the Excess Expenses Reserve, shall
be deposited into an escrow account (the "Additional Expenses Fund")
to be held by the Exchange Agent or such other entity as shall be
mutually agreed to by Purchaser and the Company.

As Additional Excess Expenses are determined prior to the date
on which all Excess Expenses are finally determined (the "Determination
Date"), an amount equal to such Additional Excess Expenses, plus a pro
rata share of earnings, if any, on the Additional Expenses Fund to the
date of payment, shall be paid to Purchaser from the Additional Expenses
Fund.

The cash or shares of Non-Convertible Merger Preferred Stock,
as applicable, payable in respect of each Share surrendered for exchange
therefor prior to the Determination Date shall be reduced by a pro rata
share (based on the number of Shares outstanding as of the Effective Date
plus Shares subject to options the holders of which elect to receive
Merger Consideration pursuant to Section 6.7(a)(iii)) of the sum of the
Initial Excess Expenses, the Litigation Reserve and the Excess Expenses
Reserve (collectively, the "Estimated Excess Expenses") (assuming, in the
case of Non-Convertible Merger Preferred Stock, that such stock is valued
at $25.00 per share).

As promptly as practicable after the Determination Date,
Purchaser shall cause to be paid to each person who received Cash Merger
Consideration or Non-Convertible Merger Preferred Stock prior to such
date, an amount (the "Additional Payment") in cash or Non-Convertible
Merger Preferred Stock, as applicable, equal to:

(i) unless otherwise directed by the court, a Pro Rata Share
of the amount, if any, by which the

2
<PAGE>

Litigation Reserve exceeds the amounts paid to plaintiffs in the
Pending Litigation;

(ii) a Pro Rata Share of the amount, if any, by which the
Excess Expenses Reserve exceeds the Additional Excess Expenses;

(iii) in the case of persons receiving cash pursuant to
clauses (i) and (ii), interest on each such amount at the Applicable
Rate (as defined below) from the date such cash would have been paid
to such person but for the withholding created by this subsection
(g) to the Determination Date (the "Withholding Period"); and

The cash or shares of Non-Convertible Merger Preferred Stock,
as applicable, payable in respect of each Share surrendered for exchange
therefor on or after the Determination Date shall be reduced by a Pro Rata
Share of the Excess Expenses (assuming, in the case of Non-Convertible
Merger Preferred Stock, that such stock is valued at $25.00 per share).

No fractional shares of Non-Convertible Merger Preferred Stock
shall be issued as part of the Additional Payment. In lieu thereof, any
person who would otherwise have been entitled to receive fractional shares
of Non-Convertible Merger Preferred Stock shall be paid an amount in cash
equal to the fraction of a share which would have been issued multiplied
by $25.00.

Notwithstanding anything herein to the contrary, if Purchaser
redeems the Non-Convertible Merger Preferred Stock prior to the
Determination Date, no shares of Non-

3
<PAGE>

Convertible Merger Preferred Stock shall be issued as part of the
Additional Payment. In lieu thereof, any person who would otherwise have
been entitled to receive shares of Non-Convertible Merger Preferred Stock
shall be paid an amount in cash equal to the number of shares which would
have been issued multiplied by $25.00, plus interest thereon at the
Applicable Rate from the date of such redemption to the Determination
Date.

Interests in the Litigation Fund and the Additional Expenses
Fund shall not be transferable except by devise or pursuant to the laws of
intestate succession or by operation of law. Any amounts remaining in the
Litigation Fund or the Additional Expenses Fund (including any interest
received with respect thereto) after all payments described in this
subsection (g) have been made shall be paid to Purchaser."

3. Subsection (a) of Section 6.7 of the Merger Agreement is
hereby amended to read in its entirety as follows:

"(a) STOCK OPTIONS.

(i) Prior to the Effective Time, each of the Company and
Purchaser shall use reasonable efforts such that at the Effective
Time, each stock option issued and outstanding immediately prior to
the Effective Time (whether or not then vested) (each, an "Option")
entitling the holder thereof to purchase any Shares (other than
those to be cancelled pursuant to Section 6.7(a)(iii)) shall only
entitle the holder thereof to receive upon surrender thereof, an
option (the "Exchanged Option") to purchase a number of shares of
FHP Common Stock equal to the number of Shares subject to such
Option immediately prior to the Effective Time multiplied by 2.7586
(the "Option Exchange Ratio"), subject to paragraph (ii) below. The
aggregate exercise price of the Exchanged Option shall equal the
aggregate exercise price of the original Option, although the per
share exercise price shall be appropriately adjusted. The remaining
terms of the Exchanged Option shall match the terms of the original
Option. The conversion of an Option pursuant to this paragraph
shall not, in itself, result in acceleration of the vesting thereof.

(ii) If the Average Closing Price is less than the Base Price
at the Effective Time, the Option Exchange Ratio with respect to
each Option shall be adjusted (up to a maximum of 3.2) so that it is
equal to $80.00 divided by the Average Closing Price. The aggregate
exercise price of such option shall not change, although the per
share exercise price shall be

4
<PAGE>

appropriately adjusted. No other change in the remaining terms and
conditions of such option shall be made.

(iii) Prior to the Effective Time, Purchaser shall offer (in a
form mutually acceptable to Purchaser and the Company), to each
holder of a vested stock option to purchase any Shares, the right to
receive on the Effective Date in return for the cancellation of the
vested portion of such option on the Effective Date an amount equal
to (1) the Merger Consideration (as if the Cash Election had been
made) times the number of Shares with respect to which such option
is then vested (whether or not such vesting has been accelerated)
less (2) an amount equal to the sum of the aggregate exercise price
with respect to the vested portion of such option plus the
applicable withholding taxes applied as follows: 50% of such amount
shall be applied to reduce the Convertible Merger Preferred Stock
payable pursuant to clause (1) (treating the Convertible Merger
Preferred Stock as equivalent to $25.00), 35% of such amount shall
be applied to reduce the cash payable pursuant to clause (1) and 15%
of such amount shall be applied to reduce the FHP Common Stock
payable pursuant to clause (1) (treating the FHP Common Stock as
equivalent to the Base Price)."

4. Exhibit D to the Merger Agreement is hereby amended to read in
its entirety as set forth in Exhibit A hereto.

5. For the convenience of the parties hereto, this Amendment may
be executed in any number of counterparts, each such counterpart being deemed to
be an original instrument, and all such counterparts shall together constitute
the same agreement.

6. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without giving
effect to conflicts of laws principles.

5
<PAGE>

IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the duly authorized officers of the parties hereto as of April 29,
1994.

FHP INTERNATIONAL CORPORATION

By: /S/ WESTCOTT W. PRICE III
-----------------------------
Name: Westcott W. Price III
Title: President

ATTEST:

By: /S/ MICHAEL J. WEINSTOCK
------------------------------
Name: Michael J. Weinstock
Title: Secretary

FHP SUB, INC.

By: /S/ WESTCOTT W. PRICE III
------------------------------
Name: Westcott W. Price III
Title: President

ATTEST:

By: /S/ MICHAEL J. WEINSTOCK
------------------------------
Name: Michael J. Weinstock
Title: Secretary

TAKECARE, INC.

By: /S/ R. JUDD JESSUP
----------------------------
Name: R. Judd Jessup
Title: President

ATTEST:

By: /S/ DENNIS GATES
---------------------------
Name: Dennis Gates
Title: Secretary

6
<PAGE>

EXHIBIT A

Included as Exhibit C to Joint Proxy Statement

<PAGE>

EXHIBIT 3.1

RESTATED CERTIFICATE OF INCORPORATION
OF
FHP INTERNATIONAL CORPORATION

FHP INTERNATIONAL CORPORATION ("Corporation"), a corporation organized
and existing under the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY that:

FIRST: The name of the Corporation is FHP INTERNATIONAL
CORPORATION.

SECOND: The name under which the Corporation was originally
incorporated is HMO Health Group, Inc.

THIRD: The original certificate of incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on September 14,
1984.

FOURTH: The Board of Directors of the Corporation pursuant to
Section 141 of the General Corporation Law of the State of Delaware, adopted a
resolution proposing and declaring advisable the amendment to and restatement of
the Corporation's certificate of incorporation set forth below.

FIFTH: Such amendment to and restatement of the Corporation's
Certificate of Incorporation have been duly adopted in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware.

SIXTH: The text of the Corporation's certificate of incorporation
is hereby amended and restated to read in its entirety as set forth below:

The name of this Corporation is FHP International Corporation.

The registered office in the State of Delaware is to be located at
Incorporating Services, Ltd., 15 East North Street, Dover, County of Kent,
Delaware 19901. The registered agent in charge thereof is Incorporating
Services, Ltd.

<PAGE>

III

The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

The total number of shares of stock which the Corporation shall have
authority to issue is 75 million shares, consisting of 70 million shares of
common stock, par value $.05 per share ("Common Stock"), and 5 million shares of
preferred stock, par value $.05 per share ("Serial Preference Stock").

a. The Common Stock shall be subject to the express terms of the
Serial Preference Stock and any series thereof. Each share of Common Stock
shall be equal to each other share of Common Stock. The holders of Common Stock
shall be entitled to one vote for each such share upon all questions presented
to the stockholders.

b. The Serial Preference Stock may be issued from time to time in
one or more series. The Board of Directors hereby is authorized to provide for
the issuance of shares of Serial Preference Stock in series, and by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations and restrictions
thereof. The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:

(a) The designation of the series, which may be by distinguishing
number, letter and title.

(b) The number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the
creation of the series) increase or decrease (but not below the
number of shares thereof then outstanding).

(d) The dates at which dividends, if any, shall be payable.

<PAGE>

(e) The redemption rights and price or prices, if any, for shares of
the series.

(f) The terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series.

(g) The amounts payable on shares of the series in the event of any
voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Corporation.

(h) Whether the shares of the series shall be convertible into shares
of any other class or series of shares, or any other security, of
the Corporation or any other corporation, and, if so, the
specification of such other class or series or such other
security, the conversion price or prices or rate or rates, any
adjustments thereof, the date or dates as of which such shares
shall be convertible and all other terms and conditions upon
which such conversion may be made.

(i) Restrictions on the issuance of shares of the same series or of
any other class or series.

(j) The voting rights, if any, of the holders of such series.

The Board of Directors of the Corporation shall have the power to
make, alter, amend or repeal the by-laws of the Corporation.

VII

The affirmative vote of the holders of not less than sixty-six and
two-thirds percent (66-2/3%) of the outstanding voting stock of the Corporation
shall be required for the approval or authorization of any: (i) merger or
consolidation of the Corporation with or into any other corporation; or (ii)
sale, lease, exchange or other disposition of all or substantially all of the
assets of the Corporation to or with any other corporation, person or other
entity; provided, however, that such sixty-six and two-thirds percent (66-2/3%)
voting requirement shall not be applicable if the Board of Directors of the
Corporation shall have approved such transaction in clause (i) or (ii) by a
resolution adopted by eighty percent (80%) of the members of the Board of
Directors.

<PAGE>

VIII

To the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws as presently or hereafter in
effect, no Director of the Corporation shall be personally liable to the
Corporation or its stockholders for or with respect to any acts or omissions in
the performance of his or her duties as Director of the Corporation. No
amendment to or repeal of this Article VIII shall apply to or have any effect on
the liability of any Director of the Corporation for or with respect to any acts
or omissions of such Director occurring prior to such amendment.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Westcott W. Price III, its President, and attested by Michael J.
Weinstock, its Secretary, this 20th day of November, 1992.

FHP INTERNATIONAL CORPORATION

By: /s/ Westcott W. Price III
----------------------------------------
Westcott W. Price III
President

ATTEST:

/s/ Michael J. Weinstock
- -------------------------------------
Michael J. Weinstock
Secretary

<PAGE>

EXHIBIT 5.1

[LETTERHEAD]

May
2nd
1 9 9 4

FHP International Corporation
9900 Talbert Avenue
Fountain Valley, California 92708

Re: Registration Statement on Form S-4
----------------------------------

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form
S-4 (the "Registration Statement") to be filed by FHP International Corporation,
a Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of shares of its (i) common stock, $.05 par value per share, and
associated rights issuable pursuant to the Amended and Restated Rights
Agreement, dated as of March 28, 1994, between the Company and American Stock
Transfer & Trust Company, as rights agent, (ii) Series A Cumulative Convertible
Preferred Stock and (iii) Series B Adjustable Rate Cumulative Preferred Stock
(collectively, the "Securities") to be issued in connection with the merger (the
"Merger") of TakeCare, Inc., a Delaware corporation, with and into FHP Sub,
Inc., a Delaware corporation and wholly owned subsidiary of the Company. We are
familiar with the proceedings heretofore taken and proposed to be taken by the
Company in connection with the Merger and the authorization, registration and
issuance of the Securities.

Subject to the proposed additional proceedings being taken as are now
contemplated by us as your counsel and as are contemplated by the Registration
Statement, including the approval and adoption of amendments to the Company's
Amended and Restated Certificate of Incorporation to increase the number of
shares of capital stock authorized thereunder, it is our opinion that the
Securities will, upon the issuance thereof in the manner referred to in the
Registration Statement, be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the
Registration Statement.

Respectfully submitted,

O'Melveny & Myers

<PAGE>

EXHIBIT 8.1

[LETTERHEAD]

May
2nd
1 9 9 4

FHP International Corporation
9900 Talbert Avenue
Fountain Valley, California 92728

Re: Registration Statement on Form S-4 of FHP
International Corporation
-----------------------------------------

Dear Sir or Madam:

This opinion is delivered to you in connection with the preparation of
the Registration Statement on Form S-4 to be filed with the Securities and
Exchange Commission by FHP International Corporation in connection with the
proposed merger (the "Merger") of TakeCare, Inc. with and into a wholly owned
subsidiary of FHP. We have reviewed both the applicable disclosure requirements
under the federal securities laws and the tax disclosure set forth in the Joint
Proxy Statement/Prospectus which is included in the Registration Statement (the
"Joint Proxy Statement"). In our opinion, the statements contained in the Joint
Proxy Statement under the heading "THE MERGER -- Certain Federal Income Tax
Consequences -- Effect of the Merger" fairly and accurately present the
information required to be presented.

This letter is furnished by us as counsel for FHP and is solely for
the benefit of FHP.

This opinion is based on current authorities and upon facts and
assumptions as of this date. It is subject to change in the event of a change
in the applicable law or a change in the interpretation of such law by the
courts or by the Internal Revenue Service. There can be no assurance that
legislative or administrative changes or court decisions will not be forthcoming
that would significantly modify this opinion. Any such changes may or may not
be retroactive with respect to transactions prior to the date of such changes.
This opinion has no binding effect or official status, and accordingly no
assurance can be given

<PAGE>

Page 2 - FHP International Corporation - May 2, 1994

that the position set forth herein will be sustained by a court, if contested.
No ruling will be obtained from the Internal Revenue Service with respect to the
Merger.

We consent to the use of this opinion as an exhibit to the
Registration Statement.

Respectfully submitted,

O'Melveny & Myers

<PAGE>

EXHIBIT 12.1

FHP INTERNATIONAL CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Six Months Ended
December 31 Year ended June 30,
-------------- --------------------------------------------
1993 1992 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
(amounts in thousands, except ratio data)
<S> <C> <C> <C> <C> <C> <C> <C>
1. EARNINGS

(a) Income before income taxes . . . . . . . . $34,499 $19,826 $69,773 $51,492 $65,676 $45,646 $34,978
(b) Interest expense . . . . . . . . . . . . . 2,081 49 211 189 3,771 4,147 4,812
(c) Implicit rental interest expense . . . . . 3,093 2,954 5,907 4,875 3,618 3,312 1,454
------- ------- ------- ------- ------- ------- -------
Total. . . . . . . . . . . . . . . . . . $39,673 $22,829 $75,891 $56,556 $73,065 $53,105 $41,244
------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- -------

2. FIXED CHARGES

(a) Interest expense . . . . . . . . . . . . . $ 2,081 $ 49 $ 211 $ 189 $ 3,771 $ 4,147 $ 4,812
(b) Capitalized interest . . . . . . . . . . . 496 1,421 2,597 3,554 474 88 282
(c) Implicit rental interest expense . . . . . 3,093 2,954 5,907 4,875 3,618 3,312 1,454
------- ------- ------- ------- ------- ------- -------
Total. . . . . . . . . . . . . . . . . . $ 5,670 $ 4,424 $ 8,715 $ 8,618 $ 7,863 $ 7,547 $ 6,548
------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- -------

3. RATIO (1 DIVIDED BY 2). . . . . . . . . . . . . 7.00x 5.16x 8.71x 6.56x 9.29x 7.04x 6.30x
----- ----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- ----- -----

</TABLE>

TAKECARE, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Year ended December 31,
--------------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
(amounts in thousands, except ratio data)
<S> <C> <C> <C> <C> <C>
1. EARNINGS

(a) Income before income taxes . . . . . . . . . . . . . . . . . . $66,096 $43,606 $28,602 $19,912 $6,538
(b) Interest expense . . . . . . . . . . . . . . . . . . . . . . . 2,190 3,566 1,752 2,781 2,851
(c) Implicit rental interest expense . . . . . . . . . . . . . . . 938 148 169 156 39
------- ------- ------- ------- -------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . $69,224 $47,320 $30,523 $22,849 $9,428
------- ------- ------- ------- -------
------- ------- ------- ------- -------

2. FIXED CHARGES

(a) Interest expense . . . . . . . . . . . . . . . . . . . . . . . $ 2,190 $ 3,566 $ 1,752 $ 2,781 $2,851
(b) Implicit rental interest expense . . . . . . . . . . . . . . . 938 148 169 156 39
------- ------- ------- ------- -------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,128 $ 3,714 $ 1,921 $ 2,937 $2,890
------- ------- ------- ------- -------
------- ------- ------- ------- -------

3. RATIO (1 DIVIDED BY 2). . . . . . . . . . . . . . . . . . . . . . . 22.13x 12.74x 15.89x 7.78x 3.26x
------ ------ ------ ----- -----
------ ------ ------ ----- -----

</TABLE>

<PAGE>

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement on
Form S-4 of FHP International Corporation of our report dated September 2, 1993
(September 15, 1993 as to Note 13), appearing in and incorporated by reference
in the Annual Report on Form 10-K of FHP International Corporation for the year
ended June 30, 1993 and to the reference to us under the headings "Selected
Historical Consolidated Financial Data of FHP International Corporation" and
"Experts" in the Joint Proxy Statement/Prospectus which is part of this
Registration Statement.

Deloitte & Touche

Costa Mesa, California
May 2, 1994

<PAGE>

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "EXPERTS" in the Joint
Proxy Statement/Prospectus which is part of the Registration Statement of FHP
International Corporation and to the incorporation by reference therein of our
report dated February 23, 1994, with respect to the consolidated financial
statements and schedules of TakeCare, Incorporated included in its Annual Report
(Form 10-K) for the year ended December 31, 1993, filed with the Securities and
Exchange Commission.

Ernst & Young

Walnut Creek, California
May 2, 1994

<PAGE>

EXHIBIT 23.3

CONSENT OF SMITH BARNEY SHEARSON INC.

We hereby consent to (i) the inclusion of our opinion letter, dated May 2,
1994, to the Board of Directors of FHP International Corporation ("FHP") as
Exhibit D to the Joint Proxy Statement of FHP and TakeCare, Inc. ("TakeCare")
relating to the proposed merger of TakeCare with and into FHP Sub, Inc., a
wholly-owned subsidiary of FHP, and (ii) all references made to our firm and
such opinion in such Joint Proxy Statement under the captions "SUMMARY --
Opinions of Financial Advisors" and "THE MERGER -- Background of the
Merger; -- Recommendations of the Boards of Directors and Reasons for the
Merger; and, -- Opinions of Financial Advisors." In giving such consent, we do
not admit that we come within the category of persons whose consent is required
under, and we do not admit and we disclaim that we are "experts" for purposes
of, the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

SMITH BARNEY SHEARSON INC.

New York, New York
May 2, 1994

<PAGE>

EXHIBIT 23.4

CONSENT OF KIDDER, PEABODY & CO. INCORPORATED

We hereby consent to (i) the inclusion of our opinion letter, dated
May 2, 1994, to the Board of Directors of TakeCare, Inc. ("TakeCare") as
Exhibit E to the Joint Proxy Statement of FHP International Corporation ("FHP")
and TakeCare relating to the proposed merger of TakeCare with and into FHP Sub,
Inc., a wholly owned subsidiary of FHP, and (ii) all references made to our
firm and such opinion in such Joint Proxy Statement under the captions "SUMMARY
- --Opinions of Financial Advisors" and "THE MERGER--Background of the Merger;--
Recommendations of the Boards of Directors and Reasons for the Merger; and,--
Opinions of Financial Advisors." In giving such consent, we do not admit that
we come within the category of persons whose consent is required under, and we
do not admit and we disclaim that we are "experts" for purposes of, the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

KIDDER, PEABODY & CO. INCORPORATED

New York, New York
May 2, 1994

<PAGE>
EXHIBIT 99.1

[LOGO] FHP INTERNATIONAL CORPORATION
9900 TALBERT AVENUE
FOUNTAIN VALLEY, CALIFORNIA 92708

May 6, 1994

Dear Fellow Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders of FHP
International Corporation ("FHP") to be held at 4:00 p.m. Pacific Time on June
10, 1994 at FHP Hospital, 9920 Talbert Avenue, Fountain Valley, California. At
the Special Meeting you will be asked to consider and to vote on a proposal to
approve and adopt:

(a) the Agreement and Plan of Merger, dated as of March 3, 1994, as amended
(the "Merger Agreement"), among FHP, FHP Sub, Inc. a wholly owned
subsidiary of FHP ("FHP Sub"), and TakeCare, Inc. ("TakeCare") and the
transactions contemplated thereby, pursuant to which TakeCare, a managed
health care company that operates health maintenance organizations in
California, Colorado, Illinois and Ohio, will be merged with and into FHP
Sub (the "Merger"); and

(b) amendments (the "Proposed Amendments") to FHP's Restated Certificate of
Incorporation to increase the authorized number of shares of FHP common
stock and FHP preferred stock.

TakeCare stockholders will also consider approval and adoption of the Merger
Agreement and the transactions contemplated thereby at their separate meeting to
be held on June 10, 1994.

The Merger Agreement provides for the conversion of each share of TakeCare
common stock into the right to receive, without interest, 1.6 shares of Series A
Cumulative Convertible Preferred Stock of FHP; plus, subject to reduction in the
event TakeCare's expenses in connection with the Merger exceed $3 million, 1.12
shares of Series B Adjustable Rate Cumulative Preferred Stock of FHP or, if the
holder of such share so elects, an amount in cash equal to $28.00 per share of
TakeCare common stock; plus 0.41379 of a share of FHP common stock (subject to
certain adjustments for changes in the market price of FHP common stock). The
Merger is more fully described in the accompanying Joint Proxy
Statement/Prospectus. The Board of Directors of FHP believes the Merger is in
the best interests of FHP and its stockholders and unanimously recommends that
you vote FOR approval and adoption of the Merger Agreement and the transactions
contemplated thereby and for adoption of the Proposed Amendments. The enclosed
Joint Proxy Statement/Prospectus explains in detail the terms of the Merger, the
Merger Agreement and the Proposed Amendments. Also enclosed is a form of proxy
solicited by the Board of Directors in connection with the Special Meeting.
Please carefully review and consider all of this information.

Whether or not you expect to attend the Special Meeting, it is very
important that your shares be represented, and it would therefore be helpful if
you would return your signed and dated proxy promptly; please use the enclosed
postage prepaid envelope to return the executed proxy card. If you attend the
Special Meeting, you may revoke the proxy at that time by voting in person. If
you have any questions regarding the proposed transaction, please call Georgeson
& Company, Inc., our proxy solicitation agent, toll free at (800) 223-2064 or
collect at (212) 509-6240.

Sincerely,
[Sig]

Robert Gumbiner
CHAIRMAN OF THE BOARD
<PAGE>
[LOGO] FHP INTERNATIONAL CORPORATION
9900 TALBERT AVENUE
FOUNTAIN VALLEY, CALIFORNIA 92708

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

A Special Meeting of the Stockholders of FHP International Corporation
("FHP") will be held at FHP Hospital, 9920 Talbert Avenue, Fountain Valley,
California on June 10, 1994 at 4:00 p.m., Pacific Time to consider and to vote
on a proposal to approve and adopt:

(a) the Agreement and Plan of Merger, dated as of March 3, 1994, as amended
(the "Merger Agreement"), among FHP, FHP Sub, Inc., a wholly owned
subsidiary of FHP ("FHP Sub"), and TakeCare, Inc. ("TakeCare"), and the
transactions contemplated thereby, pursuant to which, among other things,
TakeCare will be merged with and into FHP Sub (the "Merger"); and

(b) amendments (the "Proposed Amendments") to FHP's Restated Certificate of
Incorporation to increase the authorized number of shares of common stock
of FHP from 70,000,000 to 100,000,000 and the authorized number of shares
of preferred stock of FHP from 5,000,000 to 40,000,000.

The Merger Agreement and the form of the Proposed Amendments are included as
Exhibits A and F, respectively, to the enclosed Joint Proxy
Statement/Prospectus.

The terms and conditions of the proposed Merger are described in the
accompanying Joint Proxy Statement/Prospectus.

All stockholders of record at the close of business on May 5, 1994 are
entitled to notice of the Special Meeting. Only holders of record of FHP common
stock at the close of business on such record date are entitled to vote at the
Special Meeting. Each share of FHP common stock will entitle the holder to one
vote at the Special Meeting.

All stockholders who are entitled to vote, even if they now plan to attend
the Special Meeting, are requested to execute the enclosed proxy card and return
it without delay in the enclosed postage-paid envelope. Stockholders present at
the meeting may withdraw their proxy and vote personally on each matter brought
before the Special Meeting.

By Order of the Board of Directors
[Sig]

Michael J. Weinstock
SECRETARY

May 6, 1994

<PAGE>

PROXY FHP INTERNATIONAL CORPORATION PROXY

SPECIAL MEETING OF STOCKHOLDERS JUNE 10, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF FHP INTERNATIONAL CORPORATION

The undersigned hereby appoints Westcott W. Price III, Mark B. Hacken and
Jack D. Massimino proxyholders with full power of substitution to vote for the
undersigned at the Special Meeting of Stockholders of FHP International
Corporation ("FHP") to be held on June 10, 1994, and at any adjournments
thereof, with respect to the following matters, which are more fully described
in the Joint Proxy Statement/Prospectus dated May 6, 1994, receipt of which is
hereby acknowledged.

(Please specify your choice on each proposal, date and sign on the
reverse side of this card and return it in the enclosed envelope)

<PAGE>

/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.

The Board of Directors recommends that you vote FOR Proposal 1 and FOR
Proposal 2.

(1) To approve and adopt the Agreement and Plan of Merger, dated as of March 3,
1994, as amended, among FHP, FHP Sub, Inc., a wholly-owned subsidiary of FHP,
and TakeCare, Inc., and the transactions contemplated thereby.

FOR / / AGAINST / / ABSTAIN / /

(2) To amend FHP's Restated Certificate of Incorporation to increase the
authorized number of shares of common stock of FHP from 70,000,000 to
100,000,000 and the authorized number of shares of preferred stock of FHP from
5,000,000 to 40,000,000.

FOR / / AGAINST / / ABSTAIN / /

THIS PROXY WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE DIRECTED, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1 AND FOR PROPOSAL 2. TO THE EXTENT PERMITTED BY LAW, THE
UNDERSIGNED CONFERS UPON THE PROXYHOLDER HEREIN APPOINTED DISCRETION TO ACT UPON
ALL OTHER MATTERS THAT MAY COME BEFORE THE MEETING.

SIGNATURE(S) DATE
--------------------------------------------------- ------------

NOTE: Please sign exactly as your name is printed. Each joint tenant should
sign. Executors, administrators, trustees or guarantors should give full titles
when signing. Corporations and partnerships should sign in full corporate or
partnership name by authorized person. Please mark, sign, date and return your
Proxy promptly in the enclosed envelope, which requires no postage if mailed in
the United States.

<PAGE>
NOTICE TO PARTICIPANTS
IN THE
FHP INTERNATIONAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN

Ladies and Gentlemen:

As a participant in the FHP International Corporation ("FHP") Employee Stock
Ownership Plan (the "Plan"), you have certain rights in stock of FHP. This
entitles you to exercise "voting rights" as described below.

At a Special Meeting of the Stockholders of FHP to be held on June 10, 1994
at FHP Hospital, 9920 Talbert Avenue, Fountain Valley, California, stockholders
will be asked to vote on the Agreement and Plan of Merger, dated as of March 3,
1994, as amended (the "Merger Agreement"), among FHP, FHP Sub, Inc., a
wholly-owned subsidiary of FHP, and TakeCare, Inc., and the transactions
contemplated thereby and on amendments (the "Proposed Amendments") to FHP's
Restated Certificate of Incorporation to increase the authorized number of
shares of common stock of FHP from 70,000,000 to 100,000,000 and the authorized
number of shares of preferred stock of FHP from 5,000,000 to 40,000,000. The
Joint Proxy Statement/Prospectus for the Special Meeting and related materials
(the "Proxy Materials") are enclosed. Please be sure to review this Notice
describing your voting rights and the Proxy materials and return the enclosed
voting instruction card as described below no later than June 8, 1994.

Wells Fargo Bank is the trustee (the "Trustee") of the Plan and holds all
shares of stock of FHP now in the Plan (the "Shares"). The Plan requires the
Trustee to solicit voting instructions from you and to vote the Shares in
accordance with your instructions. Under the Plan, you are designated as a
"named fiduciary" for voting purposes and, as a named fiduciary, you are
entitled to instruct the Trustee as to how to vote (1) all Shares allocated to
your Plan account (including your shares in the FHP Stock Fund) and (2) a
proportionate number of unallocated Shares held by the Plan for future
allocation to participants' accounts. You may direct the Trustee to vote both
the allocated and unallocated Shares by completing, signing and returning the
enclosed voting instruction card. If you want your voting instructions to be
limited only to the shares allocated to your account, you should mark the box on
the instruction card labelled "ALLOCATED SHARES ONLY."

You should understand that by signing and returning the enclosed instruction
card, you are accepting the designation as a named fiduciary of the Plan.
Accordingly, you should exercise your voting rights prudently and, with respect
to unallocated Shares, in a manner intended to benefit all participants.

CONFIDENTIAL INSTRUCTIONS

For your information, as explained in the Proxy Materials, the Board of
Directors recommends a vote FOR approval and adoption of the Merger Agreement
and the transactions contemplated thereby and FOR approval of the Proposed
Amendments. However, the Trustee makes no recommendation with respect to your
voting decisions. IN YOUR COMPLETE DISCRETION, YOU MAY FOLLOW THE BOARD'S
RECOMMENDATION OR YOU MAY VOTE DIFFERENTLY ON ANY OR ALL ISSUES. As provided in
the Plan, your voting instructions will be kept confidential and will not be
disclosed by the Trustee to any person, except as may be necessary to tabulate
your voting instructions.

COMPLETING YOUR VOTING

American Stock Transfer & Trust Company has been asked to receive and
tabulate your voting instructions to the Trustee. In order for your voting
instructions to the Trustee to be effective, you must complete, sign and date
the enclosed instruction card and return it to American Stock Transfer & Trust
Company in the enclosed pre-addressed envelope. Your instruction card must be
received no later than the close of business on June 8, 1994.
<PAGE>
HOW THE VOTES ARE COUNTED

IF THE TRUSTEE RECEIVES AN INSTRUCTION CARD FROM YOU ON TIME, IT WILL VOTE
YOUR ALLOCATED SHARES AND A PROPORTIONATE SHARE OF THE UNALLOCATED SHARES AS YOU
INSTRUCT. IF THE TRUSTEE DOES NOT RECEIVE AN INSTRUCTION CARD FROM YOU ON TIME,
THE TRUSTEE WILL NOT VOTE YOUR ALLOCATED SHARES AND WILL VOTE YOUR PROPORTIONATE
SHARE OF THE UNALLOCATED SHARES IN ACCORDANCE WITH THE INSTRUCTIONS OF THE OTHER
PARTICIPANTS WHO PROVIDE TIMELY VOTING INSTRUCTIONS TO THE TRUSTEE. IF YOU SIGN
AND TIMELY RETURN AN INSTRUCTION CARD WITHOUT INDICATING A VOTE, THE TRUSTEE
WILL VOTE YOUR ALLOCATED SHARES AND YOUR PROPORTIONATE SHARE OF THE UNALLOCATED
SHARES IN ACCORDANCE WITH THE BOARD'S RECOMMENDATIONS LISTED ABOVE.

As an example of proportionate voting of unallocated Shares, assume on a
particular issue the Trustee receives a total of 40 "FOR" votes and 60 "AGAINST"
votes from all of the participants who complete and return instruction cards on
time. The Trustee will vote 40% of the unallocated Shares as a "FOR" vote and
60% of the unallocated Shares as an "AGAINST" vote on that issue.

Dated: May 6, 1994

<PAGE>

INSTRUCTION VOTING INSTRUCTIONS TO TRUSTEE INSTRUCTION
CARD CARD

FOR THE SPECIAL MEETING OF STOCKHOLDERS -- JUNE 10, 1994
THE TRUSTEE SOLICITS THESE VOTING INSTRUCTIONS
FROM THE PARTICIPANTS IN THE FHP INTERNATIONAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN

The undersigned participant in the FHP International Corporation ("FHP")
Employee Stock Ownership Plan (the "Plan") hereby instructs Wells Fargo Bank
(the "Trustee"), to vote all shares of common stock of FHP allocated to the
accounts of the undersigned under the Plan and a proportionate number of shares
not yet allocated to the participant's accounts (the "Shares") in accordance
with the instructions on this card, and to act in its discretion upon such
other business as may properly come before the meeting, and to represent the
undersigned at the Special Meeting of Stockholders of FHP to be held on June 10,
1994, and at any adjournment thereof.

PLEASE CAREFULLY REVIEW THE ENCLOSED NOTICE TO PLAN
PARTICIPANTS BEFORE COMPLETING AND MAILING THIS CARD.

(Please specify your choice on each proposal, date and sign on the reverse
side of this card, and return it in the enclosed envelope.)

<PAGE>

/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.

FOR / / AGAINST / / ABSTAIN / /

(2) To amend FHP's Restated Certificate of Incorporation to increase the
authorized number of shares of common stock of FHP from 70,000,000 to
1000,000,000 and the authorized number of shares of preferred stock
of FHP from 5,000,000 to 40,000,000.

FOR / / AGAINST / / ABSTAIN / /

THE SHARES WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE DIRECTED, THE SHARES
WILL BE VOTED FOR PROPOSAL 1 AND FOR PROPOSAL 2. TO THE EXTENT PERMITTED BY LAW,
THE UNDERSIGNED CONFERS UPON THE TRUSTEE OR ITS DESIGNEE DISCRETION TO ACT
UPON ALL OTHER MATTERS THAT MAY COME BEFORE THE MEETING.

The undersigned hereby acknowledges receipt of (i) the Notice of Special Meeting
of Stockholders dated May 6, 1994; (ii) the Joint Proxy Statement/Prospectus
dated May 6, 1994; and (iii) the Notice to Participants in the FHP International
Corporation Employee Stock Ownership Plan dated May 6, 1994.

SIGNATURE(S) DATE
--------------------------------------------------- ------------
[ ] ALLOCATED SHARES ONLY

<PAGE>
EXHIBIT 99.2

[LOGO]
TakeCare, Inc.
2300 Clayton Road, Suite 1000
Concord, California 94520-2100
Phone: 510-246-1300

May 6, 1994

Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders to be
held at 9:00 a.m. local time on June 10, 1994 at the Concord Hilton, 1970
Diamond Boulevard, Concord, California. At the Special Meeting you will be asked
to consider and vote upon a proposal to approve the merger ("Merger") of
TakeCare, Inc. with and into a wholly-owned subsidiary of FHP International
Corporation ("FHP"). FHP is a provider of managed health care services to
approximately 906,000 members, as of March 31, 1994, in California, Arizona,
Utah, Guam, New Mexico, Nevada and Colorado. Stockholders of FHP will also be
asked to approve the Merger at a special meeting to be held June 10, 1994.

If the Merger and related transactions are approved by the stockholders of
TakeCare and FHP and the Merger is consummated, each outstanding share of
TakeCare common stock (except shares of TakeCare beneficially owned by FHP,
TakeCare or their subsidiaries) will be converted into the right to receive,
without interest:

(1)1.6 shares of Series A Cumulative Convertible Preferred Stock of FHP;
plus

(2)subject to the reduction in the event TakeCare's expenses in connection
with the Merger exceed $3 million, 1.12 shares of Series B Adjustable
Rate Cumulative Preferred Stock of FHP or, if the holder of such share so
elects, an amount in cash equal to $28.00 per share of TakeCare common
stock; plus

(3)0.41379 of a share of FHP common stock, together with any associated
rights issuable pursuant to FHP's rights plan; provided that such
fraction will be increased to a maximum of 0.48000 in the event that the
average closing price of the FHP common stock over the 20 trading day
period ending on the third trading day prior to the effective date of the
Merger is below $29.00;

all as more fully described in the accompanying Joint Proxy
Statement/Prospectus.

The Board of Directors believes that the proposed Merger is fair to, and in
the best interests of, TakeCare and its stockholders. FHP is a leading provider
of managed health care services in the western United States. The Merger offers
TakeCare's stockholders a timely opportunity to realize a portion of the
enhanced value of their investment, while at the same time retaining a portion
of their investment in a more diversified managed health care company. The Board
of Directors believes that the Merger will result in a combined company with
enhanced stability (in terms of both geographic diversity and membership mix)
and increased recognition as an industry leader.

The Board of Directors has approved the Merger and recommends that
stockholders vote FOR approval and adoption of the Agreement and Plan of Merger,
dated as of March 3, 1994, as amended, among TakeCare, FHP and FHP Sub.

Accompanying this letter are the Notice of Special Meeting of Stockholders
and a Joint Proxy Statement/Prospectus that describes in detail the proposed
Merger, its background and other related information. Also enclosed is a form of
proxy solicited by the Board of Directors in connection with the Special
Meeting.
<PAGE>
Please carefully review the accompanying materials. Your vote is important.
Whether or not you expect to attend the Special Meeting, it is very important
that your shares be represented, and it would therefore be helpful if you would
return your signed and dated proxies promptly; please use the enclosed postage
prepaid envelope to return the executed proxy card. If you attend the Special
Meeting, you may revoke the proxy at that time by voting in person. If you have
any questions regarding the proposed transaction, please call TakeCare's
Investor Relations Department at (510)246-1300.

Sincerely,

[Sig]

R. JUDD JESSUP
PRESIDENT
<PAGE>
[LOGO] TAKECARE, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
MAY 6, 1994

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of TakeCare,
Inc. ("TakeCare") will be held on June 10, 1994 at 9:00 a.m. local time at the
Concord Hilton, 1970 Diamond Avenue, Concord, California, for the following
purposes, which are more completely set forth in the accompanying Joint Proxy
Statement/Prospectus:

1. to consider and vote upon a proposal to approve:

(a)the Agreement and Plan of Merger, dated March 3, 1994, as amended (the
"Merger Agreement"), among TakeCare, FHP International Corporation
("FHP") and a wholly-owned subsidiary of FHP ("FHP Sub"), pursuant to
which TakeCare will be merged with and into FHP Sub and each share of
TakeCare common stock will be converted into the right to receive,
without interest:

(i) 1.6 shares of Series A Cumulative Convertible Preferred Stock of FHP;
plus

(ii)subject to reduction in the event TakeCare's expenses in connection
with the Merger exceed $3 million, 1.12 shares of Series B Adjustable
Rate Cumulative Preferred Stock of FHP or, if the holder of such
share so elects, an amount in cash equal to $28.00 per share of
TakeCare common stock; plus

(iii)
0.41379 of a share of FHP common stock, together with any associated
rights issuable pursuant to FHP's rights plan; provided that such
fraction will be increased to a maximum of 0.48000 in the event that
the average closing price of the FHP common stock over the 20 trading
day period ending on the third trading day prior to the effective
date of the Merger is below $29.00; and

(b)all other transactions contemplated by the Merger Agreement.

The Merger and the transactions contemplated thereby are more fully
described in the Joint Proxy Statement/Prospectus.

Only stockholders of record at the close of business on May 5, 1994 will be
entitled to notice of and to vote at this meeting. A complete list of
stockholders entitled to vote at the meeting will be available for inspection by
stockholders at the offices of TakeCare, Inc. at 2300 Clayton Road, Concord,
California during the 10 days prior to the meeting and will also be available
for inspection at the meeting.

It is important that your shares be represented at the meeting. Therefore,
whether or not you plan to attend the meeting, please complete your proxy and
return it in the enclosed envelope which required no postage if mailed in the
United States. If you attend the meeting and wish to vote in person, your proxy
will not be used.

By Order of the Board of Directors,

[Sig]

DENNIS L. GATES
SECRETARY
Concord, California
May 6, 1994
<PAGE>

TAKECARE, INC.
SPECIAL MEETING OF STOCKHOLDERS MAY 6, 1994

The undersigned hereby appoints R. Judd Jessup and Dennis L. Gates proxyholders
with full power of substitution to vote for the undersigned at the Special
Meeting of Stockholders of TakeCare, Inc. to be held on June 10, 1994, and at
any adjournments thereof, with respect to the following matters, which are more
fully described in the Joint Proxy Statement/Prospectus dated May 6, 1994,
receipt of which is hereby acknowledged by the undersigned.

See Reverse Side
<PAGE>

--------------------
COMMON

/x/ Please mark your choices like this

The Board of Directors recommends that you vote FOR Proposal 1.

(1) To approve and adopt the Agreement and Plan of Merger, dated as of March 3,
1994, as amended, among FHP International Corporation ("FHP"), FHP Sub, Inc, a
wholly-owned subsidiary of FHP, and TakeCare, Inc., and the transactions
contemplated thereby.

FOR AGAINST ABSTAIN
/ / / / / /

THIS PROXY WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE DIRECTED, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1. TO THE EXTENT PERMITTED BY LAW, THE UNDERSIGNED CONFERS
UPON THE PROXYHOLDER HEREBY APPOINTED DISCRETION TO ACT UPON ALL OTHER MATTERS
THAT MAY COME BEFORE THE MEETING.

Dated:__________________________, 1994

______________________________________
Signature

______________________________________
Signature if held jointly

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TAKECARE, INC.