The verified Application of the Insurance Commissioner of the State of California ("the Commissioner") having been filed herein and it appearing to this Court from said Application that the Commissioner has (1) found Golden State Mutual Life Insurance Company ("Golden State") to be in such condition that its further transaction of business will be hazardous to its policyholders, creditors, and the public; and (2) found that said insurer does not comply with the requirements for the issuance to it of a certificate of authority,

IT IS HEREBY ORDERED that:

1.        The Commissioner is appointed as Conservator (hereinafter "Conservator") of Golden State and directed him to conduct the business of Golden State or so much thereof as he may deem appropriate (Insurance Code §§ 1011 and 1037(a));
2.        Title to all of the assets of Golden State, wheresoever situated, is vested in the Conservator or his or her successor in office, in his official capacity as such, including without limitation deposits, certificates of deposit, bank accounts, mutual funds, securities, contracts, rights of actions, books, records and other assets of any and every type and nature, wheresoever situated, presently in Golden State's possession or control those which may be discovered hereafter (Insurance Code § 1011);
3.        All funds and assets, including without limitation deposits, certificates of deposit, bank accounts, securities, and mutual fund shares of Golden State, in various financial depositary institutions, including without limitation banks, savings and loan associations, industrial loan companies, mutual funds and/or stock brokerages, wheresoever situated, are subject to withdrawal only upon direction or order by the Conservator (Insurance Code §§ 1011 and 1037 General Powers);
4.        The Conservator is authorized forthwith to take possession of all of Golden State's books, records, property, real and personal, and assets including without limitation accounts, safe deposit boxes, rights of actions and all assets as may be in the name of Golden State, wheresoever situated (Insurance Code § 1011);
5.        The Conservator is authorized to collect all moneys due to Golden State, and to do such other acts as are necessary or expedient to collect, conserve, or protect Golden State's assets, property, and business (Insurance Code § 1037(a));
6.        The Conservator is authorized to collect all debts due and claims belonging to Golden State and to have the authority to sell, compound, compromise, or assign, for the purpose of collection upon such terms and conditions as the Conservator deems best, any bad or doubtful debts (Insurance Code § 1037(b));
7.        The Conservator is authorized to compound, compromise or in any other manner negotiate settlements of claims against Golden State upon such terms and conditions as the Conservator shall deem to be in the best interest of the estate of Golden State (insurance Code § 1037(c));
8.        The Conservator is authorized to acquire, hypothecate, encumber, lease, improve, sell, transfer, abandon, or otherwise dispose of or deal with, any real or personal property of Golden State at its reasonable market value, or, in cases other than acquisition, sale, or transfer on the basis of reasonable market value, upon such terms and conditions as the Conservator may deem proper, provided the market value of the property involved does not exceed the sum of twenty thousand dollars ($20,000) (Insurance Code § 1037(d));
9.        The Conservator, for the purpose of executing and performing any of the powers and authority conferred upon the Conservator under Insurance Code § 1010 et seq, in the name of Golden State or in the Conservator's own name, is authorized to initiate, prosecute, and/or defend any and all suits and other legal proceedings, legal or equitable, and to execute, acknowledge and deliver any and all deeds, assignments, releases and other instruments necessary and proper to effectuate any sale of any real and personal property or other transaction in connection with the administration, liquidation or other disposition of the assets of golden State, in this or other states as may appear to him necessary to carry out his functions as Conservator (Insurance Code § 1037(f) and 1037 General Powers);
10.        The Conservator is authorized to divert, take possession of and secure all mail of Golden State and to effect a change in the rights to use any and all post office boxes and other mail collection facilities used by Golden State (Insurance Code §§ 1011 and 1037 General Powers);
11.        The Conservator is authorized to invest and reinvest, in such manner as the Conservator may deem suitable for the best interests of the policyholders and creditors of golden State, such portions of the funds and assets of Golden State in his possession as do not exceed the amount of the reserves required by law to be maintained by Golden State as reserves for life insurance policies, annuity contracts, supplementary agreements incidental to life business, and reserves for noncancellable disability policies, provided the investment or reinvestment to be made does not exceed the sum of one hundred thousand dollars ($100,000), except that the Conservator may make investments or reinvestments in excess of $100,000, but not exceeding $5,000,000 per investment or reinvestment, if such investments or reinvestments are in compliance with Golden State's existing investment guidelines (Attached as Exhibit 2 to the Application and incorporated by reference herein) or are made pursuant to the investment guidelines of the Commissioner's Conservation & Liquidation Office (Attached as Exhibit 3 to the Application and incorporated by reference herein) including investments and reinvestments through an investment pool consisting exclusively of assets from conserved and/or liquidating estates (Insurance Code § 1037(g) and General Powers);
12.        The Conservator is authorized, in his discretion, to pay or defer payment of some or all claims, expenses, liabilities and/or obligations of Golden State, in whole or in part, accruing prior and/or subsequent to his appointments as Conservator; to establish a 90-day moratorium on surrenders of and withdrawals from life insurance policies and annuities; to develop and implement a procedure for surrenders of and withdrawals from life insurance policies and annuities due to hardship (Insurance Code §§ 1011 and 1037 General Powers);
13.        The Conservator is authorized to appoint and employ under his hand and official seal, special deputy commissioners and/or legal counsel, as his agents, and to employ clerks and/or assistants, and to give to each of them those powers that the Consevator deems necessary (Insurance Code §§ 1035(a) and 1036);
14.        The Conservator is authorized to fix the costs of employing special deputy commissioners, legal counsel, clerks, and/or assistants, and all expenses of taking possession of, conserving, conducting, liquidating, disposing of, or otherwise dealing with the business and property of Golden State, subject to the approval of the court, and to pay such costs out of the assets of Golden State to the Conservator and others including without limitation expenses, expense allocations, administrative costs, administrative overhead, and costs incurred and/or allocated by the Conservation & Liquidation Office, and if there are insufficient funds to pay such costs, then to pay such costs out of the Insurance Fund pursuant to Insurance Code § 1035 (Insurance Code §§ 1035(a), 1036 and 1037 General Powers);
15.        The Conservator is authorized to assume or reject, or to modify, any executory contract, including without limitation, any lease, rental or utilization contract or agreement (including any schedule to any such contract or agreement), and any license or other arrangement for the use of computer software of business information systems, to which Golden State is a party or as to which Golden State agrees to accept an assignment of such contract, not later than 120 days of the date of the Order Appointing Conservator, unless such date is extended by application to and further order of this Court, and if not expressly assumed by the Conservator within that time then such executory contract is deemed rejected (Insurance Code § 1037 General Powers);
16.        The Conservator is authorized to terminate compensation arrangements with employees, to enter into new compensation arrangements with employees including arrangements containing retention incentives, and to hire employees on such terms and conditions as he deems reasonable (Insurance Code § 1037 General Powers);
17.        The Conservator is granted all the powers of the directors, officers and managers of Golden State, whose authorities are suspended except as such powers may be redelegated in writing by the Conservator (Insurance Code § 1037 General Powers);
18.        Except upon the express authorization of the Conservator, Golden State and its officers, directors, agents, servants, and employees are enjoined from the transaction of Golden State's business or disposition of its property including without limitation from disposing of, using, transferring, selling, assigning, canceling, alienating, hypothecating or concealing in any manner or any way, or assisting any person in any of the foregoing, of the property or assets of Golden State or property or assets in the possession of Golden State, of any nature or kind, including without limitation claims or causes of action, until further order of this Court and further, such persons are enjoined from obstructing or interfering with the Conservator's conduct of his or her duties as Conservator (Insurance Code §§ 1011, 1020 and 1037);
19.        All persons are enjoined from instituting or prosecuting or maintaining any action at law or suit in equity including without limitation actions or proceedings to compel discovery or production of documents or testimony, and matters in arbitration, and from obtaining or attempting to attain preferences, judgments, foreclosures, attachments or other liens of any kind or nature, against Golden State, its assets, or the Conservator, and from attaching, executing upon, foreclosing upon, redeeming of, making levy upon, or taking any other legal proceedings against any of the property and/or assets of Golden State, and from doing any act interfering with the conduct of said business by the Conservator, except after an order from this Court obtained after reasonable notice to the Conservator (insurance Code §§ 1011, 1020 and 1037 General Powers);
20.        Enjoining the sale or deed for nonpayment of taxes or assessments levied by any taxing agency of property and/or assets of Golden State (Insurance Code § 1020(f));
21.        Except with leave of court issued after a hearing in which the Conservator has received reasonable notice, all persons are enjoined from accelerating the due date of any obligation or claimed obligation, exercising any right of set-off, taking, retaining, retaking or attempting to retake possession of any real or personal property, withholding or diverting any rent or other obligation, and doing any act or other thing whatsoever to interfere with the possession of or management by the Conservator of the property and assets, owned or controlled, by Golden State or in the possession of Golden State or in any way interfering with the Conservator or interfering in any manner during the pendency of this proceeding with the exclusive jurisdiction of this Court over Golden State (Insurance Code §§ 1020 and 1037 General Powers);
22.        All persons are enjoined from the waste of the assets of Golden State (insurance Code § 1020);
23.        Golden State and all officers, directors, agents and employees of Golden State are ordered to deliver to, and immediately make available to, the Conservator all assets, books, records, accounts, information, computers, tapes, discs, writings, other recordings of information, equipment and other property of Golden State, wheresoever situated, in said persons custody or control and further, directing the aforesaid to disclose verbally, or in writing if requested by the Conservator, the exact whereabouts of the foregoing items if such items are not in the possession custody or control of said persons (Insurance Code §§ 1011, 1020 and 1037 General Powers);
24.        All officers, directors, trustees, employees or agents of Golden State, or any other person, firm, association, partnership, corporate parent, holding company, affiliate or other entity in charge of any aspect of Golden State's affairs, either in whole or in part, and including but not limited to banks, savings and loan associations, financial or lending institutions, brokers, stock or mutual associations, or any parent, holding company, subsidiary or affiliated corporation or any other representative acting in concert with Golden State, are ordered to cooperate with the Conservator in the performance of his or her duties (Insurance Code § 1037 General Powers);
25.        All persons who maintain records for Golden State, pursuant to written contract or any other agreement, are ordered to maintain such records and to deliver to the Conservator such records upon his request (Insurance Code §§ 1020 and 1037 General Powers);
26.        All agents of Golden State, and all brokers who have done business with Golden State, are ordered to make all remittances of all funds collected by them or in their hands directly to the Conservator (Insurance Code §§ 1020 and 1037 General Powers);
27.        All persons having possession of any lists of policyholders, escrow holders, mortgages or mortgagees of Golden State are ordered to deliver such lists to the Conservator and all persons are enjoined from using any such lists or any information contained therein without the consent of the Conservator (Insurance Code §§ 1020 and 1037 General Powers);
28.        Golden State and its officers, directors, agents, servants, employees, successors, assigns, affiliates, and other persons or entities under their control and all persons or entities in concert or participation with Golden State, and each of them, are ordered to turn over to the Conservator all records, documentation, charts and/or descriptive materials of all funds, assets, property (owned beneficially or otherwise), and all other assets of Golden State wherever situated, and all books and records of accounts, title documents and other documents in their possession or under their control, which relate, directly or indirectly to assets or property owned or held by Golden State or to the business or operations of Golden State (Insurance Code §§ 1020 and 1037 General Powers);
29.        Any and all provisions of any agreement entered into by and between any third party and Golden State, including by way of illustration, but not limited to, the following types of agreements (as well as any amendments, assignments, or modifications thereto), shall be stayed, and the assertion of any and all rights and remedies relating thereto shall also be stayed and barred, except as otherwise ordered by this Court, and this Court shall retain jurisdiction over any cause of action that has arisen or may otherwise arise under any such provision: financial guarantee bonds, promissory notes, loan agreements, security agreements, deeds of trust, mortgages, indemnification agreements, subrogation agreements, subordination agreements, pledge agreements, assignments of rents or other collateral, financial statements, letters of credit, leases, insurance policies, guaranties, escrow agreements, management agreements, real estate brokerage and rental agreements, servicing agreements, attorney agreements, consulting agreements, easement agreements, license agreements, franchise agreements, or employment contracts that provide in any manner that selection, appointment or retention of a conservator, receiver or trustee by any court, or entry of any order such as hereby made, shall be deemed to be, or otherwise operate as, a breach, violation, event of default, termination, event of dissolution, event of acceleration, insolvency, bankruptcy, or liquidation (Insurance Code §§ 1020 and 1037 General Powers).