Exhibit 11
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FIRST SUPPLEMENTAL INDENTURE, dated as of December 1, 1995, between FIRST
CHICAGO NBD CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware ("FCNBD"), having its principal offices at Xxx
Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, and CHEMICAL BANK DELAWARE, a
banking corporation duly organized and existing under the laws of the State of
Delaware, as Trustee (the "Trustee").
WHEREAS, First Chicago Corporation ("First Chicago") has heretofore
executed and delivered to the Trustee an Indenture, dated as of April 1, 1986
(the "Indenture"), providing for the issuance from time to time of unsecured
debt securities (herein and therein called the "Notes"); and
WHEREAS, effective as of December 1, 1995, First Chicago merged with and
into NBD Bancorp, Inc., a Delaware corporation, which was renamed FCNBD; and
WHEREAS, Section 10.01 of the Indenture provides for the execution of an
indenture supplemental to the Indenture, in form satisfactory to the Trustee, to
evidence the succession of any successor corporation to First Chicago under the
Indenture and the assumption of such successor corporation of the covenants of
First Chicago in the Indenture and in the Notes pursuant to such Indenture; and
WHEREAS, all things necessary to make this First Supplemental Indenture a
valid agreement of FCNBD, as the successor corporation to First Chicago, under
the Indenture, in accordance with its terms, have been done.
NOW, THEREFORE, FCNBD and the Trustee hereby agree as follows:
1. From and after the date of this First Supplemental Indenture, FCNBD
shall for all purposes be deemed to be the "Company", as such term is defined in
the Indenture and the Notes, as if FCNBD was originally so named in the
Indenture and the Notes, and, as such, FCNBD hereby expressly assumes, from and
after the date of this First Supplemental Indenture, the due and punctual
payment of the principal of, premium, if any, and interest on all of the Notes
and the performance of every covenant of the Indenture, as supplemented by this
First Supplemental Indenture, on the part of the Company to be performed or
observed.
2. All provisions of this First Supplemental Indenture shall be deemed to
be incorporated in, and made a part of, the Indenture; and the Indenture, as
supplemented by this First Supplemental Indenture, shall be read, taken and
construed as one and the same instrument.
3. The Trustee accepts the trusts created by the Indenture, as
supplemented by this First Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by this
First Supplemental Indenture.
4. The recitals contained in this First Supplemental Indenture shall be
taken as statements of FCNBD, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Indenture.
5. All capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Indenture.
6. This First Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
7. This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused the First Supplemental
Indenture to be duly executed, and their respective seals to be hereunto affixed
and attested, all as of the date first above written.
FIRST CHICAGO NBD CORPORATION
ATTEST:
By:
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Title: Title:
[Corporate Seal]
CHEMICAL BANK DELAWARE,
as Trustee
ATTEST:
By:
-------------------------- --------------------------
Title: Title:
[Corporate Seal]
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STATE OF ILLINOIS }
} ss:
COUNTY OF XXXX }
On the 1st day of December, 1995, before me personally came_______________
_______________________, to me known, who, being duly sworn, did depose and say
that he is a _________________________________ of First Chicago NBD 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
My Commission Expires:
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STATE OF }
} ss:
COUNTY OF }
On the ____ day of __________ before me personally came______________
_______________________, to me known, who, being duly sworn, did depose and say
that he is a _________________________________ of Chemical Bank Delaware,
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
My Commission Expires:
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