EXHIBIT 4.3
1994-2 AMENDMENT TO THE FHP INTERNATIONAL
CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
AMENDMENT 1994-2
FHP International Corporation
Employee Stock Ownership Plan
WHEREAS, FHP International Corporation and FHP, Inc.
(collectively, the "Companies") maintain the FHP International
Corporation Employee Stock Ownership Plan (the "Plan"); and
WHEREAS, the Companies have the right to amend the Plan
in accordance with Section 13.01 of the Plan; and
WHEREAS, the Companies desire to amend the Plan in
order to (i) combine each Participant's PAYSOP Account under the
Plan with his Employer Contribution Account under the Plan, (ii)
change the plan year under the Plan from the twelve month period
ending June 30 to the twelve month period ending December 31,
(iii) change the Plan's definition of "Company" to mean FHP
International Corporation, and (iv) make certain changes to the
Plan's provisions regarding direct rollover distributions.
NOW, THEREFORE, the Plan is hereby amended, effective
July 1, 1994, except as otherwise provided below, as follows:
1. The definition of "Accounts" contained in Section
1.01 of the Plan is amended to read as follows:
"1.01 ACCOUNTS
'Accounts' means a Participant's Employer
Contribution Account, his PAYSOP Account, his Pretax
Deferral Account and his Rollover Account. Effective
July 1, 1994, "Accounts" means a Participant's Employer
Contribution Account, his Pretax Deferral Account and
his Rollover Account. These Accounts are described in
Section 4.01 of the Plan."
2. Effective January 1, 1995, the definition of
"Company" contained in Section 1.07 is amended to read as
follows:
"1.07 COMPANY
'Company' means FHP International Corporation."
3. The definition of "Plan Year" contained in Section
1.31 of the Plan is hereby amended to read as follows:
"1.31 PLAN YEAR
'Plan Year' means the twelve month period
beginning July 1 and ending the following June 30.
Notwithstanding the preceding, effective July 1, 1994,
'Plan Year' shall mean (i) for plan years beginning
prior to July 1, 1994, each consecutive twelve month
period commencing on July 1 and ending the following
June 30, (ii) the period beginning on July 1, 1994 and
ending on December 31, 1994, and (iii) commencing on
January 1, 1995, each consecutive twelve month period
ending on December 31."
4. Effective January 1, 1995, the first sentence of
the definition of "Stock" contained in Section 1.35 is amended to
read as follows:
"'Stock' means the shares of stock issued by FHP
International Corporation, which are readily tradable
on an established securities market."
5. Subsections 4.01(a) and (b) of the Plan are
amended to read as follows:
"(a) An EMPLOYER CONTRIBUTION ACCOUNT which is:
(i) credited with the Participant's share of
the Employer Matching Contributions and Employer ESOP
Contributions; (ii) credited with the balance of his
PAYSOP Account transferred to this Account as of July
1, 1994;
(iii) adjusted for investment results and
expenses; and
(iv) charged with distributions.
(b) A PAYSOP ACCOUNT which is:
(i) credited with the Participant's share of
PAYSOP contributions made under this Plan for the
period ending December 31, 1986;
(ii) adjusted for investment results and
expenses; and
(iii) charged with distributions.
Notwithstanding clauses (i), (ii) and (iii) above,
effective as of July 1, 1994, each Participant's PAYSOP
Account shall be transferred to his Employer
Contribution Account and the Committee shall no longer
maintain a separate PAYSOP Account on behalf of each
Participant."
6. Section 10.02(a) of the Plan is amended to read as
follows:
"(a) The vested portion of a Participant's Pretax
Deferral Account, Rollover Account and the portion of
his Employer Contribution Account attributable to his
former PAYSOP Account is always one hundred percent."
7. Section 11.02(d) is amended by adding a new
sentence at the end thereof to read as follows:
"Effective July 1, 1994, the above described
limitations shall apply to the portion of a
Participant's Employer Contribution Account
attributable to his former PAYSOP Account."
8. Effective January 1, 1993, Section 19.01 is
amended to read as follows:
"19.01 - DIRECT ROLLOVERS.
This Article applies to distributions made on or
after January 1, 1993. Notwithstanding any provision
of the Plan to the contrary that would otherwise limit
a Distributee's election under this Article, if a
Distributee will receive an Eligible Rollover
Distribution of at least $200, the Distributee may
elect, at the time and in the manner prescribed by the
Committee, to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement
Plan specified by the Distributee in a Direct Rollover;
provided, however, that a Distributee may not elect to
have an Eligible Rollover Distribution of less than
$500 paid directly to an Eligible Retirement Plan
unless the Distributee elects to have his or her entire
Eligible Rollover Distribution paid directly to the
Eligible Retirement Plan."
IN WITNESS WHEREOF, the Companies have caused their
duly authorized officers to execute this Amendment 1994-2 to the
Plan on this 9th day of December, 1994.
FHP, INC.
By: /s/ Mark B. Hacken
Its: President and CEO
FHP INTERNATIONAL CORPORATION
By: /s/ Mark B. Hacken
Its: President and CEO