AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER is made as of this 9th
day of September, 1999 by and among WISCONSIN ENERGY CORPORATION ("Wisconsin
Energy"), WICOR, INC. ("WICOR") and CEW ACQUISITION, INC. ("Acquisition").
RECITALS
WHEREAS, Wisconsin Energy, WICOR and Acquisition are parties to an
Agreement and Plan of Merger dated as of June 27, 1999 (the "Merger Agreement");
and
WHEREAS, WICOR and Wisconsin Energy are parties to a lawsuit filed in
the Circuit Court of Milwaukee County, Wisconsin as Case No. 99-CV-005395
entitled Halpren v. Xxxxxx X. Xxxxxxxxx et al. (the "Action"); and
WHEREAS, the parties to the Action have reached a settlement
concerning the matters in the Action pursuant to a Memorandum of Understanding
dated August 27, 1999 (the "Memorandum"); and
WHEREAS, the parties wish to amend the Merger Agreement as set forth
in this Amendment to Agreement and Plan of Merger.
NOW THEREFORE, in consideration of the Recitals and of the mutual
covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed that:
1. Amendments. The Merger Agreement is hereby amended as follows:
(a) The third sentence of Section 3.9(c) of the Merger
Agreement is deleted.
(b) The number "$30,000,000" as the Special Fee in Section
3.9(e) of the Merger Agreement is changed to "$25,000,000".
2. Effectiveness. This Amendment to Agreement and Plan of Merger shall
be of no further force and effect if the Memorandum is "null and void" pursuant
to the provisions of paragraph 7 of the Memorandum.
3. Continuance of Merger Agreement. Except as specifically amended by
this Amendment to Agreement and Plan of Merger, the Merger Agreement shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to
Agreement and Plan of Merger to be duly executed as of the day and year first
above written.
WISCONSIN ENERGY CORPORATION
By /s/ Xxxxxxx X. Xxxxx
------------------------------------
Xxxxxxx X. Xxxxx,
Chairman of the Board, President
and Chief Executive Officer
WICOR, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxxx,
Chairman and Chief Executive Officer
CEW ACQUISITION, INC.
By /s/ Xxxxxxx X. Xxxxx
------------------------------------
Xxxxxxx X. Xxxxx,
Chairman of the Board, President
and Chief Executive Officer
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