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EXHIBIT 2.6
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Second Amendment (the "Amendment") to the Agreement and Plan of Merger
(the "Agreement") dated as of July 9, 1998, by and among Cerulean, Inc., a
Georgia corporation ("Cerulean"), WellPoint Health Networks Inc., a Delaware
corporation ("WellPoint") and Water Polo Acquisition Corp., a Delaware
corporation ("WPAC"), is dated as of December 31, 1999. Capitalized terms used
herein and not otherwise defined shall have the meaning set forth in the
Agreement.
WITNESSETH
WHEREAS, Cerulean, WellPoint and WPAC have previously entered into
the Agreement, pursuant to which Cerulean would merge with and into WPAC upon
the terms and conditions set forth therein; and
WHEREAS, Cerulean, WellPoint and WPAC entered into a First Amendment
to the Agreement dated July 9, 1999 ("First Amendment") amending Section 7.01(b)
of the Agreement to provide that the Agreement may be terminated and the Merger
contemplated thereby may be abandoned by either Cerulean or WellPoint if the
Merger shall not have been consummated on or before December 31, 1999 (which
date was elected by WellPoint and Cerulean pursuant to the First Amendment);
and
WHEREAS, Cerulean, WellPoint and WPAC desire further to amend the
Agreement as set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and upon and subject to the terms and conditions hereinafter set forth,
the parties do hereby agree as follows:
1. Section 7.01(b) of the Agreement, as it read prior to the First
Amendment, shall be amended by deleting the words "the one year
anniversary of this Agreement" and inserting in their place the
words "December 31, 2000." This Section 1 shall supersede
Section 1 of the First Amendment.
2. Except as set forth in this Amendment, the Agreement shall remain
unmodified and shall continue in full force and effect.
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IN WITNESS WHEREOF, each of the parties hereof have caused this Amendment to be
duly executed on its behalf as of the date indicated above.
CERULEAN COMPANIES, INC.
By: /s/ XXXX X. XXXXXXX
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WELLPOINT HEALTH NETWORKS INC.
By: /s/ XXXXXX X. XXXXXX
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WATER POLO ACQUISITION CORP.
By: /s/ XXXXXX X. XXXXXX
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