VOTE
Dear Employee Stock Ownership Plan (ESOP) Participant:
If you have already voted in favor of FHP's acquisition of TakeCare -- thank
you! If you have not yet voted, please take the time to do so today. You have
been mailed information which will enable you to read about the merger and
then cast your vote. In the packet of materials previously sent to your home,
you will find a blue voting instruction card (sample shown on reverse side of
this page). On one side of the card, you will find a space to mark your vote
for two parts of the merger proposal:
1) To approve and adopt the merger agreement signed on March 3,
1994, as amended. If you would like to review the agreement, it is
included in the document titled "Joint Proxy Statement/Prospectus" as
Exhibit A; a description of the agreement begins on page 37.
2) To allow FHP to increase the authorized number of shares of
common and preferred stock. This part of the proposal will allow
FHP to have a sufficient number of shares to issue to the TakeCare
shareholders.
In order for the merger to take effect, the majority of shareholders must vote
in favor of both of these proposals.
We are asking you to vote FOR the acquisition of TakeCare. It
makes sound business sense for both companies and is fully supported by FHP's
Board of Directors and senior executive team.
Just sign, date and return the blue voting card today in the pre-addressed,
postage paid envelope. Your card must be mailed no later than June 3, 1994.
Sincerely,
Bill Price Mark Hacken
Office of the Chief Executive
<PAGE>
SAMPLE VOTING INSTRUCTION CARD (One side)
______________________________________________________________________________
/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
(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 / /
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)______(SAMPLE ONLY - DO NOT SIGN)__________DATE___________
[ ] ALLOCATED SHARES ONLY
______________________________________________________________________________
If you have any questions or need further assistance in voting your shares,
please call our proxy solicitor.
Georgeson & Company, Inc.
1-800-223-2064 (toll free)
