Agreement and Plan of Merger - Spectrian Corp. (DE) and Spectrian Corp. (CA)


                         AGREEMENT AND PLAN OF MERGER
                           OF SPECTRIAN CORPORATION
                           A DELAWARE CORPORATION,
                                     AND
                            SPECTRIAN CORPORATION
                           A CALIFORNIA CORPORATION

   THIS  AGREEMENT  AND  PLAN  OF  MERGER  dated  as of  October  3,  1997  (the
"Agreement")  is  between   Spectrian   Corporation,   a  Delaware   corporation
("Spectrian  Delaware"),  and Spectrian  Corporation,  a California  corporation
("Spectrian  California").  Spectrian  Delaware  and  Spectrian  California  are
sometimes referred to herein as the "Constituent Corporations."

                                   RECITALS

   A. Spectrian  Delaware is a corporation duly organized and existing under the
laws of the  State of  Delaware  and has an  authorized  capital  of  25,000,000
shares,  $.001 par value,  of which  20,000,000  shares are  designated  "Common
Stock," and 5,000,000 shares are designated  "Preferred Stock." Of the Preferred
Stock,  20,000  shares  are  designated  Series  A  Participating  Preferred  in
connection with Spectrian California's  Shareholders' Rights Plan. The remaining
shares of Preferred  Stock of Spectrian  Delaware is  undesignated as to series,
rights,  preferences,  privileges or  restrictions.  As of October 3, 1997,  100
shares of Common  Stock were  issued and  outstanding,  all of which are held by
Spectrian  California,  and  no  shares  of  Preferred  Stock  were  issued  and
outstanding.

   
   B.  Spectrian  California is a corporation  duly organized and existing under
the laws of the State of California and has an authorized  capital of 25,000,000
shares,  no par value,  of which  20,000,000 are designated  "Common Stock," and
5,000,000  shares are  designated  "Preferred  Stock." Of the  Preferred  Stock,
20,000 shares of Preferred Stock are designated Series A Participating Preferred
and  the  remaining  shares  of  Preferred  Stock  of  Spectrian  California  is
undesignated as to series, rights, preferences,  privileges or restrictions.  As
of June 5, 1997,  8,307,161  shares of Common Stock were issued and outstanding,
and no shares of Preferred Stock were issued and outstanding.
    

   C. The Board of Directors of Spectrian  California has  determined  that, for
the purpose of effecting  the  reincorporation  of Spectrian  California  in the
State of  Delaware,  it is  advisable  and in the best  interests  of  Spectrian
California and its  shareholders  that Spectrian  California merge with and into
Spectrian Delaware upon the terms and conditions herein provided.

   D. The  respective  Boards of Directors of Spectrian  Delaware and  Spectrian
California have approved this Agreement and have directed that this Agreement be
submitted  to a vote  of  their  respective  shareholders  and  executed  by the
undersigned officers.

   NOW,  THEREFORE,  in consideration of the mutual agreements and covenants set
forth herein,  Spectrian Delaware and Spectrian California hereby agree, subject
to the terms and conditions hereinafter set forth, as follows:

                                        I

                                     MERGER

   1.1. Merger. n accordance with the provisions of this Agreement, the Delaware
General  Corporation Law and the California  General  Corporation Law, Spectrian
California shall be merged with and into Spectrian Delaware (the "Merger"),  the
separate  existence of Spectrian  California shall cease and Spectrian  Delaware
shall  survive  the Merger and shall  continue to be governed by the laws of the
State 

                                       



of Delaware,  and Spectrian  Delaware shall be, and is herein sometimes referred
to as, the "Surviving  Corporation,"  and the name of the Surviving  Corporation
shall be Spectrian Corporation.

   1.2.  Filing and  Effectiveness.  The Merger shall become  effective when the
following actions shall have been completed:

      (a)  This  Agreement  and the  Merger  was  adopted  and  approved  by the
   shareholders  of  each   Constituent   Corporation  in  accordance  with  the
   requirements  of the  Delaware  General  Corporation  Law and the  California
   General Corporation Law on May , 1997 and July 31, 1997, respectively;

      (b) All of the  conditions  precedent  to the  consummation  of the Merger
   specified in this  Agreement  shall have been satisfied or duly waived by the
   party entitled to satisfaction thereof;

      (c) An executed  Certificate  of Merger or an executed,  acknowledged  and
   certified  counterpart  of this  Agreement  meeting the  requirements  of the
   Delaware General  Corporation Law shall have been filed with the Secretary of
   State of the State of Delaware; and

      (d) An executed  Certificate of Merger or an executed  counterpart of this
   Agreement meeting the requirements of the California General  Corporation Law
   shall have been filed with the Secretary of State of the State of California.

   The date and time when the Merger shall become  effective,  as aforesaid,  is
herein called the "Effective Date of the Merger."

   1.3.  Effect  of the  Merger.  Upon the  Effective  Date of the  Merger,  the
separate existence of Spectrian  California shall cease and Spectrian  Delaware,
as the Surviving  Corporation,  (i) shall continue to possess all of its assets,
rights,  powers and property as constituted  immediately  prior to the Effective
Date of the Merger, (ii) shall be subject to all actions previously taken by its
and Spectrian  California's  Boards of Directors,  (iii) shall succeed,  without
other transfer,  to all of the assets,  rights, powers and property of Spectrian
California  in the manner as more fully set forth in Section 259 of the Delaware
General  Corporation Law, (iv) shall continue to be subject to all of its debts,
liabilities  and obligations as constituted  immediately  prior to the Effective
Date of the Merger, and (v) shall succeed, without other transfer, to all of the
debts, liabilities and obligations of Spectrian California in the same manner as
if Spectrian Delaware had itself incurred them, all as more fully provided under
the  applicable  provisions  of the  Delaware  General  Corporation  Law and the
California General Corporation Law.

                                       II

                    CHARTER DOCUMENTS, DIRECTORS AND OFFICERS

   2.1.  Certificate  of  Incorporation.  The  Certificate of  Incorporation  of
Spectrian  Delaware as in effect  immediately prior to the Effective Date of the
Merger  shall  continue  in  full  force  and  effect  as  the   Certificate  of
Incorporation of the Surviving Corporation until duly amended in accordance with
the provisions thereof and applicable law.

   2.2. Bylaws.  The Bylaws of Spectrian Delaware as in effect immediately prior
to the Effective  Date of the Merger shall  continue in full force and effect as
the Bylaws of the Surviving  Corporation  until duly amended in accordance  with
the provisions thereof and applicable law.

   2.3.  Directors  and  Officers.  The  directors  and  officers  of  Spectrian
California  immediately  prior to the Effective  Date of the Merger shall be the
directors  and  officers of the  Surviving  Corporation  until their  respective
successors  shall have been duly  elected and  qualified  or until as  otherwise
provided  by  law,  or  the  Certificate  of   Incorporation  of  the  Surviving
Corporation or the Bylaws of the Surviving Corporation.

                                       III

                          MANNER OF CONVERSION OF STOCK

   3.1.  Spectrian  California  Common  Stock.  Upon the  Effective  Date of the
Merger,  each share of Spectrian  California Common Stock, no par value,  issued
and outstanding immediately prior thereto

                                        2


shall,  by  virtue of the  Merger  and  without  any  action by the  Constituent
Corporations,  the holder of such  shares or any other  person,  be changed  and
converted  into and  exchanged  for one fully  paid and  nonassessable  share of
Common Stock, $.001 par value, of the Surviving Corporation.

   3.2.  Spectrian  California  Options  and  Stock  Purchase  Rights.  Upon the
Effective  Date of the  Merger,  the  Surviving  Corporation  shall  assume  and
continue the stock option plans  (including  without  limitation  the 1994 Stock
Option Plan and the 1994 Director  Option Plan) and all other  employee  benefit
plans  (including  without  limitation the 1994 Employee Stock Purchase Plan) of
Spectrian California.  Each outstanding and unexercised option or other right to
purchase or security  convertible into Spectrian  California  Common Stock shall
become  an  option  or right to  purchase  or a  security  convertible  into the
Surviving  Corporation's Common Stock on the basis of one share of the Surviving
Corporation's  Common Stock for each share of Spectrian  California Common Stock
issuable  pursuant  to any such  option,  stock  purchase  right or  convertible
security,  on the same terms and  conditions  and at an exercise price per share
equal to the exercise price applicable to any such Spectrian  California option,
stock  purchase  right or  convertible  security  at the  Effective  Date of the
Merger.  Except as set forth in  Section  3.3,  there are no  options,  purchase
rights  for  or  securities   convertible  into  Preferred  Stock  of  Spectrian
California.

   A number of shares  of the  Surviving  Corporation's  Common  Stock  shall be
reserved for issuance  upon the exercise of options,  stock  purchase  rights or
convertible  securities  equal to the number of shares of  Spectrian  California
Common Stock so reserved immediately prior to the Effective Date of the Merger.

   3.3 Spectrian  California Preferred Share Purchase Rights. Upon the Effective
Date of the  Merger,  the  Surviving  corporation  shall  assume and convert the
Series A  Preferred  Stock  Purchase  Rights  declared  and issued by  Spectrian
California  on March  21,  1997 and the  rights  and  obligations  of  Spectrian
California pursuant to the Amended and Restated Preferred Share Rights Agreement
dated as of January 15, 1997 by and among Spectrian  California and Chase Mellon
Shareholder  Services  LLC (the  "Rights  Agreement").  The Merger  shall not be
deemed a "Triggering Event" as such term is defined in the Rights Agreement.

   A number of shares  of the  Surviving  Corporation's  Common  Stock  shall be
reserved for issuance upon the exercise of stock purchase rights and convertible
securities equal to the number of shares of Spectrian California Common Stock so
reserved immediately prior to the Effective Date of the Merger.

   3.4 Spectrian  Delaware Common Stock.  Upon the Effective Date of the Merger,
each share of Common Stock,  $.001 par value,  of Spectrian  Delaware issued and
outstanding immediately prior thereto shall, by virtue of the Merger and without
any action by Spectrian Delaware, the holder of such shares or any other person,
be canceled and returned to the status of authorized but unissued shares.

   3.5 Exchange of  Certificates.  After the Effective Date of the Merger,  each
holder of an outstanding certificate representing shares of Spectrian California
Common  Stock  may,  at  such  stockholder's  option,  surrender  the  same  for
cancellation to Chase Mellon Shareholder  Services,  Inc. as exchange agent (the
"Exchange Agent"), and each such holder shall be entitled to receive in exchange
therefor a certificate or certificates  representing the number of shares of the
Surviving  Corporation's  Common  Stock  into  which  such  holders'  shares  of
Spectrian California Common Stock were converted as herein provided.  Unless and
until so surrendered,  each  outstanding  certificate  theretofore  representing
shares of Spectrian  California Common Stock shall be deemed for all purposes to
represent the number of whole shares of the Surviving Corporation's Common Stock
into which such shares of Spectrian  California  Common Stock were  converted in
the Merger.

   The registered owner on the books and records of the Surviving Corporation or
the  Exchange  Agent of any  shares  of stock  represented  by such  outstanding
certificate  shall,  until  such  certificate  shall have been  surrendered  for
transfer or conversion or otherwise  accounted for to the Surviving  Corporation
or the  Exchange  Agent,  have and be entitled to exercise  any voting and other
rights with respect to and to receive dividends and other distributions upon the
shares  of  Common  Stock  of the  Surviving  Corporation  represented  by  such
outstanding certificate as provided above.

   Each certificate  representing  Common Stock of the Surviving  Corporation so
issued in the Merger shall bear the same  legends,  if any,  with respect to the
restrictions on transferability as the certificates of 

                                        3



Spectrian  California  so  converted  and  given in  exchange  therefor,  unless
otherwise  determined by the Board of Directors of the Surviving  Corporation in
compliance with applicable laws.

   If any certificate for shares of Spectrian  Delaware stock is to be issued in
a name other than that in which the certificate surrendered in exchange therefor
is registered,  it shall be a condition of issuance thereof that the certificate
so  surrendered  shall be properly  endorsed  and  otherwise  in proper form for
transfer,  that such transfer otherwise be proper and that the person requesting
such  transfer pay to Spectrian  Delaware or the Exchange  Agent any transfer or
other taxes payable by reason of the issuance of such new  certificate in a name
other  than that of the  registered  holder of the  certificate  surrendered  or
establish to the satisfaction of Spectrian  Delaware that such tax has been paid
or is not payable.

                                       IV

                                     GENERAL

   4.1. Covenants of Spectrian Delaware. Spectrian Delaware covenants and agrees
that it will, on or before the Effective Date of the Merger:

      (a)  Qualify  to do  business  as a  foreign  corporation  in the State of
   California  and in  connection  therewith  irrevocably  appoint  an agent for
   service of process as required  under the  provisions  of Section 2105 of the
   California General Corporation Law;

      (b) File any and all  documents  with the  California  Franchise Tax Board
   necessary for the  assumption  by Spectrian  Delaware of all of the franchise
   tax liabilities of Spectrian California;

      (c)  Execute   concurrently   Recourse   Obligations   Guaranty   and  the
   Environmental Indemnity pursuant to Section 1.11(A)(v) of the March 1997 Deed
   of Trust by  Gibraltar  Court  Associates  LLC to  Investors  Bancor  for the
   benefit of Fremont Loan & Investment; and

      (d) Take such other actions as may be required by the  California  General
   Corporation Law.

   4.2. Further Assurances. From time to time, as and when required by Spectrian
Delaware or by its successors or assigns,  there shall be executed and delivered
on behalf of Spectrian  California such deeds and other  instruments,  and there
shall be taken  or  caused  to be taken  by  Spectrian  Delaware  and  Spectrian
California such further and other actions,  as shall be appropriate or necessary
in order to vest or perfect in or conform of record or  otherwise  by  Spectrian
Delaware the title to and  possession  of all the property,  interests,  assets,
rights,  privileges,  immunities,  powers, franchises and authority of Spectrian
California  and otherwise to carry out the purposes of this  Agreement,  and the
officers and  directors of Spectrian  Delaware are fully  authorized in the name
and on behalf of  Spectrian  California  or  otherwise  to take any and all such
action and to execute and deliver any and all such deeds and other instruments.

   4.3.  Abandonment.  At any time before the filing of this  Agreement with the
Secretary of State of the State of Delaware,  this  Agreement  may be terminated
and the  Merger  may be  abandoned  for any  reason  whatsoever  by the Board of
Directors  of  either  Spectrian  California  or  Spectrian  Delaware,  or both,
notwithstanding  the approval of this Agreement by the shareholders of Spectrian
California or by the sole stockholder of Spectrian Delaware, or by both.

   4.4. Amendment.  The Boards of Directors of the Constituent  Corporations may
amend  this  Agreement  at any time prior to the  filing of this  Agreement  (or
certificate  in lieu  thereof)  with the  Secretaries  of State of the States of
California  and  Delaware,  provided  that an amendment  made  subsequent to the
adoption of this Agreement by the shareholders of either Constituent Corporation
shall not: (1) alter or change the amount or kind of shares,  securities,  cash,
property and/or rights to be received in exchange for or on conversion of all or
any  of  the  shares  of  any  class  or  series  thereof  of  such  Constituent
Corporation, (2) alter or change any term of the Certificate of Incorporation of
the Surviving  Corporation to be effected by the Merger,  or (3) alter or change
any of the terms and conditions of this  Agreement if such  alteration or change
would  adversely  affect the holders of any class of shares or series thereof of
such Constituent Corporation.

   4.5. Registered Office. The registered office of the Surviving Corporation in
the State of  Delaware  is located at  Corporation  Trust  Center,  1209  Orange
Street, in the City of Wilmington, Delaware 19801, County of New Castle, and The
Corporation  Trust Company is the registered agent of the Surviving  Corporation
at such address.


                                        4



   4.6.  Agreement.  Executed  copies of this  Agreement  will be on file at the
principal place of business of the Surviving Corporation at 350 West Java Drive,
Sunnyvale,  California  94089  and  copies  thereof  will  be  furnished  to any
shareholder of either Constituent Corporation, upon request and without cost.

   4.7.  Governing  Law.  This  Agreement  shall in all  respects be  construed,
interpreted  and  enforced in  accordance  with and  governed by the laws of the
State of  Delaware  and,  so far as  applicable,  the merger  provisions  of the
California General Corporation Law.

   4.8.  Counterparts.  In order to facilitate  the filing and recording of this
Agreement, the same may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall constitute one
and the same instrument.

   IN WITNESS WHEREOF, this Agreement, having first been approved by resolutions
of the Boards of Directors of Spectrian  Delaware and Spectrian  California,  is
hereby executed on behalf of each of such two corporations and attested by their
respective officers thereunto duly authorized.


                                        SPECTRIAN CORPORATION       
                                        a Delaware corporation
                                        
                                        By: /s/ Garrett A. Garrettson
                                           ----------------------------
                                           Garrett A. Garrettson,
                                           President and Chief Executive Officer
ATTEST:  /s/ Bruce R. Wright
        ---------------------------------------------
Bruce R. Wright, Executive Vice President,
Finance & Administration, Chief Financial
Officer and Secretary


                                        SPECTRIAN CORPORATION
                                        a California corporation

                                        By: /s/ Garrett A. Garrettson
                                           ----------------------------
                                           Garrett A. Garrettson,
                                           President and Chief Executive Officer

ATTEST:  /s/ Bruce R. Wright
        ---------------------------------------------
Bruce R. Wright, 
Executive Vice President, Finance & Administration, Chief Financial Officer
and Secretary

                                        5




                            SPECTRIAN CORPORATION
                           (CALIFORNIA CORPORATION)

                            OFFICERS' CERTIFICATE

Garrett A. Garrettson and Bruce R. Wright certify that:

   1. They are the  President  and the  Secretary,  respectively,  of  Spectrian
Corporation, a corporation organized under the laws of the State of California.

   2. The  corporation has authorized two classes of stock,  designated  "Common
Stock" and "Preferred Stock".  There are authorized  20,000,000 shares of Common
Stock and 5,000,000 shares of Preferred  Stock. Of the Preferred  Stock,  20,000
shares of Preferred Stock is designated Series A Participating Preferred and the
remaining  shares of  Preferred  Stock are  undesignated  as to series,  rights,
preferences or restrictions.

   3. There were  8,307,161  shares of Common Stock,  and no shares of Preferred
Stock,   outstanding   as  of  the  record  date  (the  "Record  Date")  of  the
shareholders'  meeting at which the Agreement and Plan of Merger attached hereto
(the "Merger  Agreement") was approved.  All shares of Common stock  outstanding
were entitled to vote on the merger.

   4. The principal terms of the Merger  Agreement were approved by the Board of
Directors  and by the vote of a number of shares  of each  class of stock  which
equaled or exceeded the vote required.

   5. The percentage vote required was more than 50% of the votes entitled to be
cast by holders of Common Stock  outstanding as of the Record Date,  voting as a
single class.

   6. Garrett A. Garrettson and Bruce R. Wright further declare under penalty of
perjury  under  the  laws of the  State  of  California  that  each has read the
foregoing  certificate and knows the contents  thereof and that the same is true
of their own knowledge.

   Executed in Sunnyvale, California on October 3, 1997.

                                      /s/ Garrett A. Garrettson
                                      ------------------------------------
                                      Garrett A. Garrettson,
                                      Chief Executive Officer and President

                                      /s/ Bruce R. Wright
                                      ------------------------------------
                                      Bruce R. Wright,
                                      Executive Vice President, Finance & Administration, Chief Financial Officer
                                      and Secretary


                                       6




                            SPECTRIAN CORPORATION
                           (SURVIVING CORPORATION)

                            OFFICERS' CERTIFICATE

Garrett A. Garrettson and Bruce R. Wright certify that:

   1. They are the  President  and the  Secretary,  respectively,  of  Spectrian
Corporation, a corporation organized under the laws of the State of Delaware.

   2. The  corporation has authorized two classes of stock,  designated  "Common
Stock" and "Preferred Stock".  There are authorized  20,000,000 shares of Common
Stock and 5,000,000 shares of Preferred  Stock. Of the Preferred  Stock,  20,000
shares of Preferred Stock is designated Series A Participating Preferred and the
remaining  shares of  Preferred  Stock are  undesignated  as to series,  rights,
preferences or restrictions.

   3. There were 100 shares of Common Stock  outstanding and entitled to vote on
the Agreement and Plan of Merger attached hereto (the "Merger Agreement"). There
were no shares of Preferred Stock outstanding.

   4. The principal terms of the Merger  Agreement were approved by the Board of
Directors  and by the vote of a number of shares  of each  class of stock  which
equaled or exceeded the vote required.

   5. The percentage vote required was more than 50% of the votes entitled to be
cast by holders of outstanding shares of Common Stock.

   6. Garrett A. Garrettson and Bruce R. Wright further declare under penalty of
perjury under the laws of the State of Delaware that each has read the foregoing
certificate  and knows the  contents  thereof and that the same is true of their
own knowledge.

   Executed in Sunnyvale, California on October 3, 1997.

                                   /s/ Garrett A. Garrettson
                                   ---------------------------------------
                                   Garrett A. Garrettson,
                                   Chief Executive Officer and President
                                   
                                   
                                   /s/ Bruce R. Wright
                                   ---------------------------------------
                                   Bruce R. Wright,
                                   Executive Vice President, Finance & Administration, Chief Financial Officer
                                   and Secretary

                                       7