Exhibit 4
AMENDMENT TO RIGHTS AGREEMENT
_____________________________
AMENDMENT, dated as of June 14, 1996, to the Rights
Agreement, dated as of July 7, 1995 (the "Rights Agreement"),
between Center Financial Corporation, a Connecticut corpora-
tion (the "Company"), and Mellon Bank, National Association,
a national banking association, as Rights Agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent have here-
tofore executed and entered into the Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agree-
ment, the Company may from time to time supplement or amend
the Rights Agreement in accordance with the provisions of
Section 26 thereof; and
WHEREAS, it is proposed that the Company enter into
an Agreement and Plan of Mergers (as it may be amended or
supplemented from time to time, the "Merger Agreement"), sub-
stantially in the form set forth in Exhibit A to this Amend-
ment, by and among the Company, Centerbank, First Union
Corporation and First Union Bank of Connecticut, as the same
may be amended from time to time (all capitalized terms used
in this Amendment and not otherwise defined herein shall have
the meaning ascribed thereto in the Merger Agreement); and
WHEREAS, it is proposed that immediately after the
execution of the Merger Agreement the Company enter into the
Stock Option Agreement attached as an exhibit to the Merger
Agreement (the "Stock Option Agreement"); and
WHEREAS, the Board of Directors has determined that
the Corporate Merger and the other transactions contemplated
by the Merger Agreement are fair to and in the best interests
of the Company and its stockholders; and
WHEREAS, the Board of Directors has determined that
it is in the best interest of the Company and its stockhold-
ers to amend the Rights Agreement to exempt the Merger Agree-
ment and the Stock Option Agreement and the transactions con-
templated thereby from the application of the Rights Agree-
ment.
NOW, THEREFORE, the Company hereby amends the Rights
Agreement as follows:
1. Section 1(a) of the Rights Agreement is hereby
modified and amended by adding the following sentence at the
end thereof:
"Neither First Union Corporation, a North Carolina
corporation ("First Union") First Union Bank of
Connecticut, a Connecticut corporation ("FUNB-CT")
nor any other Person, shall be deemed to be an
Acquiring Person by virtue of the Agreement and Plan
of Mergers (as it may be amended or supplemented
from time to time, the "Merger Agreement")
Agreement, each to be entered into as of June 14,
1996, among the Company, the Bank, First Union and
FUNB-CT, or the related Stock Option Agreement to be
entered into between the Company and First Union by
virtue of any of the transactions contemplated
thereby."
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2. Section 3(a) of the Rights Agreement is hereby
modified and amended to add the following to the parenthetical
clause defining the term "Distribution Date":
"(provided, however, that no Distribution Date shall be
deemed to have occurred as a result of First Union or
FUNB-CT having taken any action required, permitted, or
contemplated by the Merger Agreement or the Stock Option
Agreement, within the time limits, if any, prescribed
therein)"
3. Section 7(a) of the Rights Agreement is hereby
amended and restated in its entirety to read as follows:
"(a) Subject to Section 7(e) hereof, the registered
holder of any Rights Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein
including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)
(iii) and Section 23(a) hereof) in whole or in part at
any time after the Distribution Date upon surrender of
the Rights Certificate, with the form of election to
purchase and the certificate on the reverse side thereof
duly executed, to the Rights Agent at the principal
office or offices of the Rights Agent designated for
such purpose, together with payment of the aggregate
Purchase Price with respect to the total number of one
one-thousandths of a share of Preferred Stock (or other
securities, cash or other assets, as the case may be) as
to which such surrendered Rights are then exercisable,
at or prior to the earlier of (i) the Final Expiration
Date, (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof or (iii) the Effective
Time (as such term is defined in the Merger Agreement)
(the earliest of (i), (ii) and (iii) being herein
referred to as the "Expiration Date")."
4. Section 11 of the Rights Agreement is hereby
modified and amended to add the following at the end thereof:
(q) "Notwithstanding anything in this Rights Agreement
to the contrary, (i) the consummation of either of the
Mergers, (ii) the execution of the Merger Agreement and
(iii) the consummation of the other transactions
contemplated in the Merger Agreement shall not be deemed
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to be events of the type described this Section 1 and
shall not cause the Rights to be adjusted or exercisable
in accordance with Section 11."
5. Section 13 of the Rights Agreement is hereby
modified and amended to add the following at the end thereof:
"Notwithstanding anything in this Rights Agreement to
the contrary, (i) the consummation of either of the
Mergers, (ii) the execution of the Merger Agreement and
(iii) the consummation of the other transactions
contemplated in the Merger Agreement shall not be deemed
to be events of the type described in the first sentence
of this Section 13 and shall not cause the Rights to be
adjusted or exercisable in accordance with Section 13."
6. Section 28 of the Rights Agreement is hereby modi-
fied and amended to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to
give any holder of Rights or any other Person any
legal or equitable rights, remedy or claim under
this Agreement in connection with any transactions
contemplated by the Merger Agreement or the Stock
Option Agreement."
IN WITNESS WHEREOF, this Amendment has been duly exe-
cuted by the Company and the Rights Agent as of the day and year
first written above.
Center Financial Corporation
By: /s/ Joseph Carlson
-------------------
Name: Joseph Carlson
Title: Vice President and Chief
Financial Officer
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Mellon Bank, N.A.
By: /s/ Michael S. Fitzpatrick
___________________________
Name: Michael S. Fitzpatrick
Title: Assistant Trust
Mellon Bank, N.A.
By: /s/ Tracie L. Vicki
-------------------
Name: Tracie L. Vicki
Title: Vice President
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