Exhibit (c)(3)
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of January
7, 1997 (this "First Amendment"), among AON CORPORATION, a Delaware corporation
("Parent"), SUBSIDIARY CORPORATION, INC., a Maryland corporation and a
wholly-owned subsidiary of Parent ("Sub"), and ALEXANDER & ALEXANDER SERVICES
INC., a Maryland corporation (the "Company").
W I T N E S S E T H:
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WHEREAS, Parent, Sub and the Company have entered into that certain
Agreement and Plan of Merger, dated as of December 11, 1996 (the "Merger
Agreement"), providing for the merger of Sub and the Company upon the terms and
subject to the conditions contained therein; and
WHEREAS, Parent, Sub and the Company desire to amend the Merger
Agreement in certain respects in accordance with Section 9.3 thereof.
NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, the parties hereto agree as follows:
1. Section 3.1 of the Merger Agreement is hereby amended by deleting
clause (e) thereof in its entirety and substituting therefor the following:
"(e) Shares of Series A Convertible Preferred Stock. The holder of
each share of Series A Convertible Preferred Stock (as defined in Section
4.3) shall have the right to convert such share only into cash in the
amount equal to the sum of (i) $52.54 and (ii) the amount per share of
dividends accrued and unpaid with respect to the Series A Convertible
Preferred Stock as of the day immediately preceding the date of purchase of
Shares pursuant to the Offer."
2. Section 4.3 of the Merger Agreement is hereby amended by deleting
the last sentence of the first paragraph amended by deleting the last sentence
of the first paragraph thereof in its entirety and substituting therefor the
following:
"Following the consummation of the Merger, each share of Series A
Convertible Preferred Stock shall cease to be convertible at the option of
a holder into shares of Common Stock but will, at the option of a holder,
be convertible solely into cash in the amount equal to the sum of (i)
$52.54 (assuming the purchase of Shares pursuant to the Offer is effected
prior to March 22, 1997) and (ii) the amount per share of dividends
accrued and unpaid with respect to the Series A Convertible Preferred Stock
as of the day immediately preceding the date of purchase of Shares pursuant
to the Offer."
3. The Merger Agreement, as amended by this First Amendment, shall
remain in full force and effect in accordance with its terms. This First
Amendment may be executed in one or more counterparts.
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IN WITNESS WHEREOF, Parent, Sub and the Company have caused this First
amendment to be signed by their respective officers thereunto duly authorized
all as of the date first written above.
AON CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Attest:
/s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
SUBSIDIARY CORPORATION, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Attest:
/s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
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ALEXANDER & ALEXANDER SERVICES INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Attest:
/s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
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