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.
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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