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EXHIBIT (4)(a)
AMENDMENT, dated as of June 18, 2001 (this "Amendment"), to
the Shareholder Protection Rights Agreement, dated as of December 19, 2000 (the
"Rights Agreement"), between First Union Corporation (the "Company") and First
Union National Bank (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent have heretofore
entered into the Rights Agreement; and
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement in consideration of the merger with Wachovia Corporation
("Wachovia"), as set forth in that certain Agreement and Plan of Merger, dated
as of April 15, 2001, between the Company and Wachovia, and certain related
transactions;
NOW, THEREFORE, in consideration of the premises and the
respective agreements set forth herein, the parties hereby agree as follows:
(1) Pursuant to Section 5.4 of the Rights Agreement, Section
1.1 of the Rights Agreement is amended to include the following at the end of
the definition of "Acquiring Person":
"In addition, Wachovia Corporation, a North Carolina
corporation, or any of its Subsidiaries (together, "Wachovia")
will not be an Acquiring Person as long as the Agreement and
Plan of Merger, dated as of April 15, 2001 and amended and
restated, between the Company and Wachovia (as may be further
amended and restated, amended or modified from time to time,
the "Merger Agreement") has not been terminated; provided that,
if the Merger Agreement has been terminated, the Board of
Directors of the Company may determine a reasonable period of
time after such termination during which Wachovia will not be
an Acquiring Person so that Wachovia may orderly dispose of any
shares of Common Stock Beneficially Owned by it."
(2) This Amendment may be executed in any number of
counterparts and each of such counterpart shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but one and the
same instrument.
(3) Except as set forth in this Amendment, the Rights
Agreement shall remain in full force and effect without amendment, modification
or waiver.
(4) Capitalized terms used and not otherwise defined in this
Amendment shall have the meanings ascribed to such terms in the Rights
Agreement.
(5) THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NORTH CAROLINA AND FOR ALL PURPOSES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO
CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
FIRST UNION CORPORATION
By:/s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
FIRST UNION NATIONAL BANK,
as Rights Agent
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
