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FIRST UNION CORPORATION
AND
HARRIS TRUST AND SAVINGS BANK
as Trustee
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THIRD SUPPLEMENTAL INDENTURE
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Dated as of February 7, 1996
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THIRD SUPPLEMENTAL INDENTURE, dated as of February 7, 1996,
between FIRST UNION CORPORATION, a corporation duly organized and existing under
the laws of the State of North Carolina (herein called the "Company"), having
its principal office at One First Union Center, Charlotte, North Carolina, and
HARRIS TRUST AND SAVINGS BANK, a corporation duly organized and existing under
the laws of the State of Illinois, as Trustee (herein called the "Trustee").
The Company has heretofore executed and delivered to The Bank
of New York (formerly Irving Trust Company) (i) an Indenture, dated as of March
15, 1986, providing for the issuance from time to time of its unsecured
debentures, notes and other evidences of indebtedness (herein and therein called
the "Securities"), to be issued in one or more series as in the Indenture
provided, (ii) a First Supplemental Indenture thereto, dated as of August 1,
1990, and (iii) a Second Supplemental Indenture thereto, dated as of November
15, 1992 (such Indenture, as so amended and supplemented, the "Indenture"). All
terms used in this Third Supplemental Indenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
The Company, The Bank of New York and the Trustee have entered
into that Instrument of Resignation, Appointment and Acceptance, dated as of
February 7, 1996, whereby The Bank of New York has resigned as trustee under the
Indenture and the Company has appointed the Trustee as trustee under the
Indenture and the Trustee has accepted such appointment as trustee under the
Indenture.
Section 901(10) of the Indenture provides, among other things,
that the Company, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may enter into an indenture supplemental to the
Indenture to cure any ambiguity, to correct or supplement any provision therein
which may be inconsistent with any other provision therein, or to make any other
provisions with respect to matters or questions arising under the Indenture;
provided such action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.
The Company desires and has requested the Trustee to
join with it in the execution and delivery of this Third Supplemental Indenture
for the purpose of amending the Indenture in certain respects with respect to
the Securities.
The Company represents that all things necessary to make this
Third Supplemental Indenture a valid agreement of the Company, in accordance
with its terms, have been done.
AGREEMENT
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises contained herein, it
is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities of any series thereof, as follows:
ARTICLE ONE
Section 101. The definition of "Bank" set forth in Section 101
is amended in its entirety to read as follows:
"'Bank' means First Union National Bank of North Carolina and
its successors (whether by consolidation, merger, conversion, transfer
of substantially all of their assets and business or otherwise)."
Section 102. The definition of "Corporate Trust Office" set
forth in Section 101 is amended in its entirety to read as follows:
"'Corporate Trust Office' means the principal office of the
Trustee in the City of Chicago or in the Borough of Manhattan, The City
of New York, at which at any particular time its corporate trust
business shall be administered."
ARTICLE TWO
Section 201. This instrument shall be governed by and
construed in accordance with the laws of the State of New York.
Section 202. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
Attest: FIRST UNION CORPORATION
____________________ By_______________________
Attest: HARRIS TRUST AND SAVINGS BANK
____________________ By_______________________
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 7th day of February, 1996, before me personally came
Kenneth R. Stancliff, to be known, who, being duly sworn, did depose and say
that he is Senior Vice President of FIRST UNION CORPORATION, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
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NOTARY PUBLIC
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the ____ day of February, 1996, before me personally came
_________________________, to be known, who, being duly sworn, did depose and
say that he is _____________________ of HARRIS TRUST AND SAVINGS BANK, one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
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NOTARY PUBLIC