Common use of First Union Clause in Contracts

First Union. First Union is a corporation duly organized and validly ----------- existing in good standing under the laws of the State of North Carolina, with its principal executive offices located in Charlotte, North Carolina. First Union is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. As of the date hereof, First Union has 2,000,000,000 authorized shares of common stock, each of $3.33 1/3 par value ("First Union Common Stock", together with the rights ("First Union Rights") issued pursuant to the Amended and Restated Shareholder Protection Rights Agreement, dated as of October 15, 1996 (the "First Union Rights Agreement") attached thereto), 40,000,000 authorized shares of Class A Preferred Stock, no-par value ("First Union Class A Preferred Stock"), and 10,000,000 authorized shares of Preferred Stock, no-par value ("First Union Preferred Stock") (no other class of capital stock being authorized), of which approximately 968,139,000 shares of First Union Common Stock, no shares of First Union Class A Preferred Stock, and no shares of First Union Preferred Stock, were issued and outstanding as of March 31, 1999. The FUNC Subsidiary is a wholly-owned direct subsidiary of First Union and was organized by First Union solely as a vehicle to effect the Merger (as hereinafter defined) and has engaged in no other business activities and has conducted its operations only as contemplated hereby.

First Union. First Union is a corporation duly organized and validly ----------- existing in good standing under the laws of the State of North Carolina, with its principal executive offices located in Charlotte, North Carolina. First Union is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. As of the date hereof, First Union has 2,000,000,000 authorized shares of common stock, each of $3.33 1/3 par value ("First Union Common Stock", together with the rights ("First Union Rights") issued pursuant to the Amended and Restated Shareholder Protection Rights Agreement, dated as of October 15, 1996 (the "First Union Rights Agreement") attached thereto), 40,000,000 authorized shares of Class A Preferred Stock, no-par value ("First Union Class A Preferred Stock"), and 10,000,000 authorized shares of Preferred Stock, no-par value ("First Union Preferred Stock") (no other class of capital stock being authorized), of which approximately 968,139,000 shares of First Union Common Stock, no shares of First Union Class A Preferred Stock, and no shares of First Union Preferred Stock, were issued and outstanding as of March 31, 1999. The FUNC Subsidiary is a wholly-owned direct subsidiary of First Union and was organized by First Union solely as a vehicle to effect the Merger (as hereinafter defined) and has engaged in no other business activities and has conducted its operations only as contemplated hereby.