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SUPERIOR COURT FOR THE STATE OF CALIFORNIA IN AND FOR

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					                                     SUPERIOR COURT FOR THE STATE OF CALIFORNIA
                                        IN AND FOR THE COUNTY OF LOS ANGELES


In re Executive Life Litigation                               )   COORDINATION PROCEEDING
                                                              )
This Document Relates To:                                     )   MASTER FILE NO. 2632
                                                              )
Consol. Policyholder Class                                    )
 Actions and Commissioner's Actions                           )   Hearing: Final Hearing on Approval of Settlement
 Stroll v. Carr et al.                                        )           and of Fee Application
 Feeney v. Carr et al.                                        )   Date:    December 29, 1994
 Dixon v. Carr et al.                                         )   Time:    10:30 a.m.
 Forshee v. Carr et al.                                       )   Place: Department 62
 Los Angeles County Superior                                  )
 Consolidated No. BC025887                                    )
                                                              )


                               NOTICE OF SETTLEMENT CLASS CERTIFICATION AND
                            HEARING ON PROPOSED SETTLEMENT AND FEE APPLICATION

TO:      ALL PERSONS OR ENTITIES (EXCLUDING DEFENDANTS AND THEIR IMMEDIATE FAMILIES AND
         AFFILIATES) WHO PURCHASED OR LEGALLY OR BENEFICIALLY HELD OR OWNED OR
         SURRENDERED ANY INSURANCE PRODUCTS ISSUED BY EXECUTIVE LIFE INSURANCE COMPANY
         ("ELIC") OR FIRST EXECUTIVE CORPORATION ("FEC") OR ANY INTEREST THEREIN AT ANY TIME
         AND HAVE SUFFERED A LOSS THEREBY, AND ALL PERSONS OR ENTITIES CLAIMING THROUGH OR
         UNDER ANY OF THE FOREGOING PERSONS. ALL INCLUDED PERSONS ARE HEREINAFTER REFERRED
         TO AS "SETTLEMENT CLASS MEMBERS" OR THE "SETTLEMENT CLASS."

  PLEASE READ THIS NOTICE CAREFULLY. IF YOU ARE A SETTLEMENT CLASS MEMBER YOUR RIGHTS
MAY BE AFFECTED BY LEGAL PROCEEDINGS IN THIS LITIGATION.

     There will be a hearing before the Honorable John Zebrowski, Judge, Superior Court for the State of California, Los Angeles
County, on December 29, 1994, in Department 62, 111 North Hill Street, Los Angeles, California 90012, at 10:30 a.m., to determine
whether the Settlements described in Section III below should be approved as fair, reasonable and adequate, whether this litigation
(which includes all actions consolidated or coordinated with this action) should be dismissed on the merits, with prejudice and without
costs, against all Settling Defendants and whether the application of plaintiffs' counsel for an award of attorneys' fees and the
reimbursement of expenses from the proceeds of the Milken Global Settlement, as described in Section IV below, should be approved
in the amounts requested.

     If you are a member of the Settlement Class, and you wish to share in the Settlement proceeds, you may, but need not, enter an
appearance in this litigation through your own counsel at your own expense as described in Section II below. Moreover, you may
object to the Settlements or the request for attorneys' fees and reimbursement of expenses so long as you fully comply with the
requirements of Section V below. Objections must be filed by December 22, 1994, and served so as to be received by counsel by
December 22, 1994. Finally, you may exclude yourself from the Settlement Class with respect to the Settlements described in Section
III below by following the instructions set forth in Section VII below. Requests for exclusion must be received by December 22,
1994.

                                               I. NATURE OF THE LITIGATION

     This litigation is being settled on behalf of all persons or entities constituting the Settlement Class against the remaining
defendants as set forth in Section III below. Those remaining Settling Defendants are certain former officers or directors of ELIC or
FEC (ELIC was a wholly owned subsidiary of FEC), and the outside certified public accountants who performed accounting, auditing
and other professional services for ELIC and FEC. Specifically, those persons are the following: Norman Barker, Jr., Warren G.
Bennis, Steven B. Bing, Albert Handschumacher, E. Benjamin Nelson, Kenneth Rogers, Fred Carr, Merle Horst, William J. Adams,
Alan Snyder, Allan J. Chapman, Robert L. Feigenbaum, Estate of Russell J. Lasher, Gary R. Schulte, Douglas Marcian, George I.
Rosenthal, William Sanders, Deloitte & Touche, and Touche Ross & Co. (collectively the "Settling Defendants"). Each of the
foregoing Settling Defendants has denied any wrongdoing. Plaintiffs and their counsel propose to dismiss the Settlement Class claims
asserted against the two remaining defendants named herein -- Standard & Poor's Corporation and A.M. Best Co. These defendants
are rating agencies that had been alleged to have opined on the financial condition of ELIC and FEC. Subject to Court approval,
plaintiffs propose to dismiss the Settlement Class claims with prejudice and without receiving any payment from such defendants.
      The litigation involves claims by plaintiffs that the defendants engaged in (i) fraud and deceit, (ii) negligent misrepresentation,
(iii) intentional breach of fiduciary duty, (iv) negligence and negligent breach of fiduciary duty, (v) constructive fraud, (vi) unjust
enrichment, and (vii) conspired with and aided and abetted with one another with respect to the above claims (i) - (vi). The
complaints filed in the litigation alleged that certain of the defendants engaged in numerous actions of self dealing to the detriment of
ELIC and FEC; acted to convert, defraud, denude and conceal funds and assets of ELIC and FEC; acted to give ELIC and FEC a false
appearance of solvency, and to otherwise misrepresent ELIC's and FEC's true financial condition; engaged in a systematic
promotional campaign about the safety, stability and return on ELIC's Insurance Products, while they knew or should have known that
ELIC's and FEC's speculative investment of insurance premiums and its other assets would not generate sufficient income or return on
investment to pay the obligations on such Insurance Products when they came due; failed to establish and maintain proper loss
reserves for their investment profits; and failed to mark investments and real estate to market and otherwise manipulated, misstated or
improperly reported upon the financial statements of ELIC and FEC.

    The Settling Defendants have denied the wrongdoing as alleged in the litigation, and have entered the Settlements described in
Section III below solely to avoid further litigation and its attendant cost and expense and the burden on their time, and thus Settling
Defendants are resolving such claims without conceding any wrongdoing or liability on their part and deny any such wrongdoing.

                                                   II. CLASS CERTIFICATION

     Solely for the purposes of the Settlements described in Section III below, the Court, by Order dated on or about November 29,
1994, conditionally certified a Settlement Class consisting of all persons or entities (excluding defendants and their immediate families
and affiliates) who purchased or legally or beneficially held or owned or surrendered any Insurance Products issued by ELIC or FEC
or any interest therein at any time and have suffered a loss thereby and all persons claiming through or under any of the foregoing
persons. The term "Insurance Products" has the meaning set forth in the Settlement Agreements and includes any insurance or
investment product issued by FEC or ELIC (including, without limitation, insurance policies, single premium deferred annuities,
structured settlement annuities, custom qualified retirement annuities, all other annuities, guaranteed investment contracts, investment
agreements or any other insurance related product). The Settlement Class does not include the holders of common or preferred stock
issued by FEC. The persons and entities falling within the Settlement Class Period shall be referred to herein as the "Settlement
Class" and each member of the Settlement Class shall be referred to herein as the "Settlement Class Member".

    If you are a Settlement Class Member you will be entitled to participate in the proceeds of the proposed Settlements, if they are
approved by the Court, and you will be bound by all orders and judgments of the Court concerning these Settlements unless you
request exclusion from the Settlement Class, with respect to the Settlements described in Section III below, in the time and manner
provided in Section VII below.

     If you are a Settlement Class Member and do not request exclusion, you may, but need not, enter an appearance in the action
through counsel of your choice at your expense. Settlement Class Members who do not enter an appearance by their own counsel will
be represented by plaintiffs' counsel. Plaintiffs' lead counsel for the Settlement Class are:

                                               Milberg Weiss Bershad Hynes & Lerach
                                                      One Pennsylvania Plaza
                                                   New York, New York 10119,

                                                       Cotchett, Illston & Pitre
                                                         840 Malcolm Road
                                                             Suite 200
                                                     Burlingame, CA 94010, and

                                                       Barrack, Rodos & Bacine
                                                         600 West Broadway
                                                              Suite 1700
                                                        San Diego, CA 92101.

All questions regarding the above matter (other than objections to the Settlements and requests for exclusion from the Settlement
Class) should be addressed in writing to Milberg Weiss Bershad Hynes & Lerach, One Pennsylvania Plaza, New York, New York
10119 Attn: ELIC Policyholder Class Inquiries.

                          III. BACKGROUND AND TERMS OF THE PROPOSED SETTLEMENTS

    Plaintiffs' counsel have made an extensive investigation into the facts and law relevant to the allegations of the complaints and the
defenses thereto. The investigation included the inspection and analysis of hundreds of thousands of pages of documents produced by
defendants and third parties, the conducting of depositions and interviews, review of ELIC's and FEC's public filings, annual reports


                                                                   2
and other public statements and research of the applicable law with respect to the claims and potential defenses. Plaintiffs' counsel
have also evaluated the expense and length of time necessary to prosecute the action through trial and appeal, and have taken into
account the financial resources of Settling Defendants and the probabilities of success in this complex litigation.

     Taking all this into account and after extensive arms' length negotiations, proposed Settlements of the litigation have been reached
by the parties, subject to Court approval, as fully set forth in the Settlements between: (1) Plaintiffs and Norman Barker, Jr., Warren
G. Bennis, Steven B. Bing, Albert G. Handschumacher, E. Benjamin Nelson and Kenneth Rogers ("Outside Director Settlement"); (2)
Plaintiffs and Fred Carr, Merle Horst, Alan Snyder, William J. Adams, Allan J. Chapman, Robert L. Feigenbaum, Estate of Russell J.
Lasher, Gary Schulte ("Certain Officer/Director Settlement"); (3) Plaintiffs and Douglas Marcian ("Marcian Settlement"); (4)
Plaintiffs and George I. Rosenthal ("Rosenthal Settlement"); and (5) Plaintiffs and Deloitte & Touche and William Sanders ("Deloitte
Settlement") (collectively "the Settlements").

     The plaintiffs through their counsel have concluded that the proposed Settlements are fair, reasonable and adequate and are in the
best interests of the plaintiffs and the Settlement Class.

    The Settlements collectively provide that approximately $35,000,000 from various sources, including inter alia: the Settling
Defendants; a trust established by First Executive Corporation to indemnify its former officers and directors against claims of
wrongdoing; funds in a subsidiary of First Executive Corporation which purported to guarantee certain compensation claimed by
former officers of Executive Life Insurance Corporation; and other funds. In addition to the above Settlements, plaintiffs propose to
dismiss the Settlement Class claims against the two remaining defendants -- the rating agencies Standard & Poor's Corporation and
A.M. Best Co. -- for no consideration, thereby putting an end to the litigation.

     If the Settlements are approved by the Court, Settlement Class Members shall be deemed to have and will have conclusively and
comprehensively released any and all claims, demands, rights, liabilities and causes of action, known or unknown (the "Released
Claims" as more fully defined in each of the Settlements), including Unknown Claims as set forth below, which are asserted or that
might have been or might be asserted, by any member of the Settlement Class against the Settling Defendants or any of them and/or
related persons and entities (all as defined in the Settlements).

     With respect to Released Claims (including Unknown Claims), it is the intention of the parties to the Settlements that, upon the
finality of judgment, each of the Settlement Class Members will expressly waive and relinquish, to the fullest extent permitted by law,
the provisions, rights, and benefits of §1542 of the California Civil Code, which provides:

    A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of
    executing the release, which if known by him must have materially affected his settlement with the debtor.

and any and all provisions, rights and benefits of any similar state or federal law or the common law.

    The Settlements each provide for the entry of an order which will bar and enjoin the assertion of claims for contribution or
indemnification against any of the Settling Defendants ("The Good Faith Settlement Order"). The Settlements also provide that if the
Good Faith Settlement Order is not obtained or is not effective, then the Settlement Class will reduce any future judgment it might
otherwise receive against any third party by any amounts for which such third party obtains a judgment against the Settling
Defendants in the nature of a claim for contribution. No further actions on behalf of the Settlement Class against any third parties are
contemplated at this time and plaintiffs intend to dismiss the Settlement Class claims against the only remaining defendants who have
not previously settled with plaintiffs. Accordingly, it is not expected that the Good Faith Settlement Order or the judgment reduction
provisions of the Settlements will affect any other class recovery. You are directed to the text of the Settlements for the information
with respect to these Orders.




                                                                   3
     IV. ALLOCATION OF PROCEEDS FROM THE MILKEN GLOBAL SETTLEMENT TO THE CLASS HEREIN

     A notice entitled "Notice of Settlement Class Certification And Hearing on Proposed Milken Global Settlement" (the "Milken
Notice") was previously mailed to members of the Settlement Class herein on or about June 10, 1993. The Milken Notice described
the then-proposed Milken Global Settlement. The Milken Global Settlement has been approved and has become "effective". Under
the terms of the Milken Global Settlement, a settlement fund of approximately $100,000,000 was established for the settlement of
claims of all "Schedule 9" claimants, including Settlement Class Members herein and classes of purchasers of insurance products from
two other insurance companies -- First Capital Insurance Company and Fidelity Bankers Insurance Company. Pursuant to court-
approved procedures required under the terms of the Milken Global Settlement, the Schedule 9 settlement funds have now
preliminarily been allocated between the Settlement Class herein and the other classes, subject to further Court approval, and the
Settlement Class herein is expected to receive 95% of the Schedule 9 settlement proceeds, or approximately $95,000,000.

                                                V. THE SETTLEMENT HEARING

     A hearing (the "Hearing") shall be held before the Hon. John Zebrowski, Judge, Superior Court for the State of California, County
of Los Angeles on December 29, 1994, at 10:30 a.m. in Department 62, of the Superior Court for the State of California, Los Angeles
County, 111 North Hill Street, Los Angeles, CA 90012 to determine, among other things: (a) whether the proposed Settlements of
this litigation on the terms and conditions provided for in the Settlements are fair, reasonable and adequate and should be approved by
the Court; (b) whether judgments should be entered dismissing the litigation with prejudice against each and all of the Settling
Defendants on the terms and conditions set forth in the Settlements; (c) whether to dismiss the claims against the rating agencies with
prejudice; (d) whether and in what amount fees and reimbursement of expenses should be awarded to plaintiffs' counsel in connection
with the proceeds to be received by the Settlement Class Members from the Milken Global Settlement; and (e) whether the Good Faith
Settlement Order, as described in Section III above, should be approved. The Hearing may be continued or adjourned from time to
time by the Court without further notice to the Settlement Class.

    Any member of the Settlement Class who has not requested to be excluded from the Settlement Class may appear at the Hearing
and show cause, if he or she has any objection, why any or all of the proposed settlements described in Section III should not be
approved as fair, reasonable and adequate, why the Good Faith Settlement Order and final judgment and dismissals with prejudice
should not be entered, and/or why attorneys' fees and expense reimbursement should not be awarded to counsel for plaintiffs in the
amounts requested. However, no Settlement Class Member, or any other person, shall be heard or entitled to contest such matters,
unless that person files and serves a notice of intention to appear (which shall set forth each objection, the basis therefor and the face
amount, price, dates of purchase, surrender or other termination and type of Insurance Products purchased) and copies of any papers in
support of their position. Any such notice of intention to appear must be served so as to be received on or before December 22, 1994
by:

                                                        Melvyn I. Weiss, Esq.
                                                Milberg Weiss Bershad Hynes & Lerach
                                                       One Pennsylvania Plaza
                                                     New York, New York 10119

                                                     Liaison Counsel for Plaintiffs

                                                                  -and-

                                                          Dean Stern, Esq.
                                                      Gibson, Dunn & Crutcher
                                                      333 South Grand Avenue
                                                    Los Angeles, California 90071

                                                    Liaison Counsel for Defendants

and said notice of intention to appear and supporting papers must be filed on or before December 22, 1994, with the Clerk of the
Superior Court for the State of California, Los Angeles County, 111 North Hill Street, Los Angeles, CA 90012 showing proof of
service on the above attorneys. Any Settlement Class Member who does not make an objection in the time and manner provided
herein shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness or
adequacy of the proposed Settlements as incorporated in the Settlements, the Good Faith Settlement Orders, the final judgments, or the
award of attorneys' fees and expense reimbursement to plaintiffs' counsel, unless otherwise ordered by the Court.

                                   VI. DISTRIBUTION OF THE SETTLEMENT PROCEEDS

    The settlement proceeds allocated to the Settlement Class Members herein will be distributed to the Settlement Class Members
through the rehabilitator of ELIC without the need to file a proof of claim form.


                                                                    4
                               VII. REQUESTING EXCLUSION FROM THE SETTLEMENT CLASS

     Only Settlement Class Members are entitled to participate in the proposed Settlements. Settlement Class Members will not be
individually responsible for plaintiffs' attorneys' fees or expenses. If you do not wish to be a Settlement Class Member with respect to
the Settlements described in Section III hereof, then you must file a written request to be excluded showing: (a) the name of the case
(In Re: Stroll v. Carr, Case No. BC025887); (b) your name, address and telephone number; (c) the policy numbers and type and face
amount(s) of Insurance Products issued by ELIC or FEC you purchased or legally or beneficially held or owned , or which you
canceled, cashed, redeemed, surrendered, loaned against or otherwise terminated at a loss; and (d) the dates of issuance of any such
Insurance Products and you must expressly request exclusion from the Settlement Class. TO PROPERLY EXCLUDE YOURSELF
FROM THE SETTLEMENT CLASS, YOU MUST PROVIDE ALL THE FOREGOING INFORMATION IN SECTION VII (a) - (d)
AND YOU MUST FILE AND SERVE SUCH NOTICE STRICTLY IN ACCORDANCE WITH THE FOLLOWING
REQUIREMENTS. Copies of the request for exclusion must be filed and served so as to be received by each of the following on or
before December 22, 1994:

                                                       Clerk of the Superior Court
                                                        for the State of California
                                                           Los Angeles County
                                                          111 North Hill Street
                                                         Los Angeles, CA 90012

                                                        Melvyn I. Weiss, Esq.
                                                Milberg Weiss Bershad Hynes & Lerach
                                                       One Pennsylvania Plaza
                                                     New York, New York 10119

                                                      Liaison Counsel for Plaintiffs

                                                                  -and-

                                                           Dean Stern, Esq.
                                                       Gibson, Dunn & Crutcher
                                                       333 South Grand Avenue
                                                     Los Angeles, California 90071

                                                    Liaison Counsel for Defendants.

Since Settlement Class Members were given an opportunity to exclude themselves from the Milken Global Settlement at an earlier
date, Settlement Class Members may not exclude themselves with respect to the Milken Global Settlement at this time.

                                            VIII. ATTORNEYS' FEES AND EXPENSES

     Plaintiffs' counsel will apply to the Court for an award of attorneys' fees of 25% of all benefits conferred on the Settlement Class
from the Milken Global Settlement, plus an additional amount not to exceed $2 Million as reimbursement of the expenses and costs
actually incurred in the Litigation, including experts' fees, in prosecuting the Litigation. Plaintiffs' counsel, without further notice to
the Settlement Class, may apply to the Court for additional fees and expenses incurred in connection with the administration of the
settlement if it is approved by the Court. Fees and expenses with respect to the recoveries from the Settlements described in Section
III, will be paid out of the settlement recoveries through the ELIC rehabilitation proceedings. Such payments will be made pursuant to
fee arrangements approved in the Court having jurisdiction over ELIC's rehabilitation and pursuant to that Court's orders.




                                                  IX. FURTHER INFORMATION

     This notice provides merely a brief summary of the litigation and the proposed Settlements. For a more detailed statement of the
matters involved in the litigation, you may refer to the pleadings, the Settlements, and the Orders entered by the Court and the other
papers filed in the litigation. Plaintiffs' counsel shall file on or before December 14, 1994, memoranda of points and authorities and
affidavits in support of the Settlements and in support of the fee application. These papers may be inspected during normal business
hours at the Office of the Clerk of the Superior Court for the State of California, Los Angeles County, 111 North Hill Street, Los
Angeles, CA 90012 or at the offices of Plaintiffs' lead counsel, Milberg Weiss Bershad Hynes & Lerach, One Pennsylvania Plaza,
New York, New York 10119.


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   Any inquiries concerning this Notice should be made to Plaintiffs' lead counsel identified above. INQUIRIES SHOULD NOT
BE DIRECTED TO THE COURT.


DATED:      November 29, 1994.
                                                        By Order of the Hon.
                                                        John Zebrowski, Judge
                                                        of the Superior Court




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