SUMMIT PROPERTIES PARTNERSHIP L P, 8-K, 1997-07-23

SUMMIT PROPERTIES PARTNERSHIP L P
8-K, 1997-07-23
OPERATORS OF APARTMENT BUILDINGS

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-------------------------------

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

-------------------------------

Date of Report (Date of earliest event reported): JULY 23, 1997
-------------

SUMMIT PROPERTIES PARTNERSHIP, L.P.
(Exact name of Registrant as specified in charter)

<TABLE>
<S> <C> <C>
DELAWARE 0-22411 56-1857809
- - ---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
</TABLE>

212 SOUTH TRYON STREET, SUITE 500, CHARLOTTE, NC 28281
------------------------------------------------------
(Address of principal executive offices) (Zip Code)

(704) 334-9905
----------------------------------------------------
(Registrant's telephone number, including area code)

<PAGE> 2

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT
NUMBER EXHIBIT

25.1 Form T-1 Statement of Eligibility and Qualification of Senior
Trustee under the Trust Indenture Act of 1939, which is filed
pursuant to Regulation S-K, Item 601(b)(25) in lieu of filing the
otherwise required exhibit to the Registration Statement on Form
S-3, File No. 333-25575, under the Securities Act of 1933, as
amended, and which, since this Form 8-K filing is incorporated by
reference in such registration statement, is set forth in full in
such registration statement.

25.2 Form T-1 Statement of Eligibility and Qualification of
Subordinated Trustee under the Trust Indenture Act of 1939, which
is filed pursuant to Regulation S-K, Item 601(b)(25) in lieu of
filing the otherwise required exhibit to the Registration
Statement on Form S-3, File No. 333-25575, under the Securities
Act of 1933, as amended, and which, since this Form 8-K filing is
incorporated by reference in such registration statement, is set
forth in full in such registration statement.

<PAGE> 3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be filed on its behalf by the
undersigned hereunto duly authorized.

SUMMIT PROPERTIES PARTNERSHIP, L.P.

By: SUMMIT PROPERTIES INC.,
its general partner

Dated: July 23, 1997 By: /s/ Michael L. Schwarz
--------------------------------------
Michael L. Schwarz
Executive Vice President
Chief Financial Officer

<PAGE> 1

Exhibit 25.1 to Registration
Statement No. 333-25575
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-------------------

FORM T-1

-------------------

STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT FOR 1939, AS AMENDED,
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) X
---

-------------------

FIRST UNION NATIONAL BANK
(Exact name of Trustee as specified in its charter)

230 SOUTH TRYON STREET, 9TH FLOOR
CHARLOTTE, NORTH CAROLINA 28288-1179 56-0900030
(Address of principal executive (Zip Code) (I.R.S. Employer
office) Identification No.)

DANIEL OBER
FIRST UNION NATIONAL BANK
230 SOUTH TRYON STREET, 9TH FLOOR
CHARLOTTE, NORTH CAROLINA 28288-1179
(704) 374-6242
(Name, address and telephone number of Agent for Service)

-------------------

SUMMIT PROPERTIES PARTNERSHIP, L.P.
(Exact name of obligor as specified in its charter)

DELAWARE 56-1857809
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)

212 SOUTH TRYON STREET, SUITE 500
CHARLOTTE, NORTH CAROLINA 28281
(Address of principal executive office) (Zip Code)

-------------------

SENIOR DEBT SECURITIES
(Title of the indenture securities)

- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

<PAGE> 2

1. GENERAL INFORMATION.

(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:

The Comptroller of the Currency, Washington, D.C.
Federal Reserve Bank of Richmond, Virginia.
Federal Deposit Insurance Corporation, Washington, D.C.
Securities and Exchange Commission, Division of Market
Regulation, Washington, D.C.

(b) The Trustee is authorized to exercise corporate trust powers.

2. AFFILIATIONS WITH OBLIGOR.

The obligor is not an affiliate of the Trustee. (See Note 1 on
Page 3)

Because the obligor is not in default on any securities issued under indentures
under which the applicant is trustee, Items 3 through 15 are not required
herein.

16. LIST OF EXHIBITS.

(1) Articles of Association of the Trustee as now in effect.

(2) Certificate of Authority of the Trustee to commence business.

(3) Authorization of the Trustee to exercise corporate trust powers.

(4) By-Laws of the Trustee.

(5) Inapplicable.

(6) Consent by the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939. Included at Page 4 of this Form T-1
Statement.

(7) Report of condition of Trustee.

(8) Inapplicable.

(9) Inapplicable.

<PAGE> 3

-----------------------

NOTES

-----------------------

1. Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the
answer to said Item is based on incomplete information. Item 2 may, however, be
considered correct unless amended by an amendment to this Form T-1.

3
<PAGE> 4

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, FIRST UNION NATIONAL BANK, a national association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Charlotte, and State of North Carolina on the day ____ of July, 1997.

FIRST UNION NATIONAL BANK
(Trustee)

BY: /s/ Shannon Stahel
-----------------------------------
Shannon Stahel
Title: Corporate Trust Officer

EXHIBIT T-1 (6)

CONSENTS OF TRUSTEE

Under section 321(b) of the Trust Indenture Act of 1939 and in connection
with the proposed issuance by Summit Properties Partnership, L.P. of its Senior
Debt Securities, First Union National Bank as the Trustee herein named, hereby
consents that reports of examinations of said Trustee by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon requests therefor.

FIRST UNION NATIONAL BANK

BY: /s/ Terry W. Baker
-------------------------------------
Terry W. Baker, Vice President

Dated: July 23, 1997
-------------

<PAGE> 5

CHARTER NO. 15650

FIRST UNION NATIONAL BANK

ARTICLES OF ASSOCIATION
-----------------------
(AS AMENDED EFFECTIVE JUNE 5, 1997)

For the purpose of organizing an Association to carry on the business of banking
under the laws of the United States, the undersigned do enter into the following
Articles of Association:

FIRST. The title of this Association shall be FIRST UNION NATIONAL BANK.

SECOND. The main office of the Association shall be in Charlotte, County of
Mecklenburg, State of North Carolina. The general business of the Association
shall be conducted at its main office and its branches.

THIRD. The Board of Directors of this Association shall consist of not less
than five nor more than twenty-five directors, the exact number of directors
within such minimum and maximum limits to be fixed and determined from time to
time by resolution of a majority of the full Board of Directors or by resolution
of the shareholders at any annual or special meeting thereof. Unless otherwise
provided by the laws of the United States, any vacancy in the Board of Directors
for any reason, including an increase in the number thereof, may be filled by
action of the Board of Directors.

FOURTH. The annual meeting of the shareholders for the election of
directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified therefor in the
Bylaws, but if no election is held on that day, it may be held on any subsequent
day according to the provisions of law; and all elections shall be held
according to such lawful regulations as may be prescribed by the Board of
Directors.

Nominations for election to the Board of Directors may be made by the Board
of Directors or by any stockholder of any outstanding class of capital stock of
the bank entitled to vote for election of directors. Nominations, other than
those made by or on behalf of the existing management of the bank, shall be made
in writing and shall be delivered or mailed to the President of the bank and to
the Comptroller of the Currency, Washington, D.C., Not less than 14

<PAGE> 6

days nor more than 50 days prior to any meeting of stockholders called for the
election of directors, PROVIDED, HOWEVER, that if less than 21 days' notice of
the meeting is given to shareholders, such nomination shall be mailed or
delivered to the President of the Bank and to the Comptroller of the Currency
not later than the close of business on the seventh day following the day on
which the notice of meeting was mailed. Such notification shall contain the
following information to the extent known to the notifying shareholder: (a) the
name and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the total number of shares of capital stock of the bank
that will be voted for each proposed nominee; (d) the name and residence address
of the notifying shareholder; and (e) the number of shares of capital stock of
the bank owned by the notifying shareholder. Nominations not made in accordance
herewith may, in his discretion, be disregarded by the Chairman of the meeting,
and upon his instructions, the vote tellers may disregard all votes cast for
each such nominee.

FIFTH. The authorized amount of capital stock of this Association shall be
7,500,000 shares of common stock of the par value of Fifteen Dollars ($15.00)
each, but said capital stock may be increased or decreased from time to time in
accordance with the provisions of the laws of the United States.

If the capital stock is increased by the sale of additional shares thereof,
each shareholder shall be entitled to subscribe for such additional shares in
proportion to the number of shares of said capital stock owned by him at the
time the increase is authorized by the shareholders, unless another time
subsequent to the date of the shareholder's meeting is specified in a resolution
adopted by the shareholders at the time the increase is authorized. The Board of
Directors shall have the power to prescribe a reasonable period of time within
which the preemptive rights to subscribe to the new shares of capital stock must
be exercised.

The Association, at any time and from time to time, may authorize and issue
debt obligations, whether or not subordinated, without the approval of the
shareholders.

SIXTH. The board of directors shall appoint one of its members President of
this Association, who shall be Chairman of the Board, unless the Board appoints
another director to be the Chairman. The Board of Directors shall have the power
to appoint one or more Vice Presidents; and to appoint a cashier or such other
officers and employees as may be required to transact the business of this
Association.

The Board of Directors shall have the power to define the duties of the
officers and employees of the Association, to fix the salaries to be paid to
them;

<PAGE> 7

to dismiss them, to require bonds from them and to fix the penalty thereof; to
regulate the manner in which any increase of the capital of the Association
shall be made; to manage and administer the business and affairs of the
Association; to make all By-Laws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a Board of
Directors to do and perform.

SEVENTH. The Board of Directors shall have the power to change the location
of the main office to any other place within the limits of Charlotte, North
Carolina, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency; and shall have the power to establish or
change the location of any branch or branches of the Association to any other
location, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency.

EIGHTH. The corporate existence of this association shall continue until
terminated in accordance with the laws of the United States.

NINTH. The Board of Directors of this Association, or any three or more
shareholders owning, in the aggregate, not less than 10 percent of the stock of
this Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the UNITED STATES, a notice of the time,
place, and purpose of every annual and special meeting of the shareholders shall
be given by first-class mail, postage prepaid, mailed at least ten days prior to
the date of such meeting to each shareholder of record at his address as shown
upon the books of this Association.

TENTH. Each director and executive officer of this Association shall be
indemnified by the association against liability in any proceeding (including
without limitation a proceeding brought by or on behalf of the Association
itself) arising out of his status as such or his activities in either of the
foregoing capacities, except for any liability incurred on account of activities
which were at the time taken known or believed by such person to be clearly in
conflict with the best interests of the Association. Liabilities incurred by a
director or executive officer of the Association in defending a proceeding shall
be paid by the Association in advance of the final disposition of such
proceeding upon receipt of an undertaking by the director or executive officer
to repay such amount if it shall be determined, as provided in the last
paragraph of this Article Tenth, that he is not entitled to be indemnified by
the Association against such liabilities.

<PAGE> 8

The indemnity against liability in the preceding paragraph of this Article
Tenth, including liabilities incurred in defending a proceeding, shall be
automatic and self-operative.

Any director, officer or employee of this Association who serves at the
request of the association as a director, officer, employee or agent of a
charitable, not-for-profit, religious, educational or hospital corporation,
partnership, joint venture, trust or other enterprise, or a trade association,
or as a trustee or administrator under an employee benefit plan, or who serves
at the request of the Association as a director, officer or employee of a
business corporation in connection with the administration of an estate or trust
by the Association, shall have the right to be indemnified by the Association,
subject to the provisions set forth in the following paragraph of this Article
Tenth, against liabilities in any manner arising out of or attributable to such
status or activities in any such capacity, except for any liability incurred on
account of activities which were at the time taken known or believed by such
person to be clearly in conflict with the best interests of the Association, or
of the corporation, partnership, joint venture, trust, enterprise, Association
or plan being served by such person.

In the case of all persons except the directors and executive officers of
the Association, the determination of whether a person is entitled to
indemnification under the preceding paragraph of this Article Tenth shall be
made by and in the sole discretion of the Chief Executive Officer of the
Association. In the case of the directors and executive officers of the
Association, the indemnity against liability in the preceding paragraph of this
Article Tenth shall be automatic and self-operative.

For purposes of this Article Tenth of these Articles of Association only,
the following terms shall have the meanings indicated:

(a) "Association" means First Union National Bank and its direct and
indirect wholly-owned subsidiaries.

(b) "Director" means an individual who is or was a director of the
Association.

(c) "Executive officer" means an officer of the Association who by
resolution of the Board of Directors of the Association has been determined to
be an executive officer of the Association for purposes of Regulation O of the
Federal Reserve Board.

4
<PAGE> 9
(d) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expenses, including counsel fees and expenses,
incurred with respect to a proceeding.

(e) "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

(f) "Proceeding" means any threatened, pending, or completed claim,
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.

The Association shall have no obligation to indemnify any person for an
amount paid in settlement of a proceeding unless the Association consents in
writing to such settlement.

The right to indemnification herein provided for shall apply to persons who
are directors, officers, or employees of banks or other entities that are
hereafter merged or otherwise combined with the Association only after the
effective date of such merger or other combination and only as to their status
and activities after such date.

The right to indemnification herein provided for shall inure to the benefit
of the heirs and legal representatives of any person entitled to such right.

No revocation of, change in, or adoption of any resolution or provision in
the Articles of Association or By-Laws of the Association inconsistent with,
this Article Tenth shall adversely affect the rights of any director, officer,
or employee of the Association with respect to (i) any proceeding commenced or
threatened prior to such revocation, change, or adoption, or (ii) any proceeding
arising out of any act or omission occurring prior to such revocation, change,
or adoption, in either case, without the written consent of such director,
officer, or employee.

The rights hereunder shall be in addition to and not exclusive of any other
rights to which a director, officer, or employee of the Association may be
entitled under any statute, agreement, insurance policy, or otherwise.

The Association shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, or employee of the
Association, or is or was serving at the request of the Association as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, trade association, employee benefit plan, or other enterprise,
against any

5
<PAGE> 10

liability asserted against such director, officer, or employee in any such
capacity, or arising out of their status as such, whether or not the Association
would have the power to indemnify such director, officer, or employee against
such liability, excluding insurance coverage for a formal order assessing civil
money penalties against an Association director or employee.

Notwithstanding anything to the contrary provided herein, no person shall
have a right to indemnification with respect to any liability (i) incurred in an
administrative proceeding or action instituted by an appropriate bank regulatory
agency which proceeding or action results in a final order assessing civil money
penalties or requiring affirmative action by an individual or individuals in the
form of payments to the Association, (ii) to the extent such person is entitled
to receive payment therefor under any insurance policy or from any corporation,
partnership, joint venture, trust, trade association, employee benefit plan, or
other enterprise other than the association, or (iii) to the extent that a court
of competent jurisdiction determines that such indemnification is void or
prohibited under state or federal law.

ELEVENTH. These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of holders of a
greater amount of stock is required by law, and in that case, by the vote of the
holders of such greater amount.

<PAGE> 11

[LOGO]
- - --------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks

- - --------------------------------------------------------------------------------
Washington, D.C. 20219

CERTIFICATE

I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2. "First Union National Bank," Charlotte, North Carolina, (Charter No. 15650)
is a National Banking Association formed under the laws of the United States and
is authorized thereunder to transact the business of banking on the date of this
Certificate.

IN TESTIMONY WHEREOF, I have hereunto

subscribed my name and caused my seal of

office to be affixed to these presents

at the Treasury Department in the City

of Washington and District of Columbia,

this 16th day of June, 1997.

[SEAL] /s/ Eugene A. Ludwig
------------------------------------
Comptroller of the Currency

<PAGE> 12
[LOGO]
- - --------------------------------------------------------------------------------
Comptroller of the Currency
Administrator of National Banks

- - --------------------------------------------------------------------------------
Washington, D.C. 20219

Certificate of Fiduciary Powers

I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:

2. "First Union National Bank," Charlotte, North Carolina, (Charter No. 15650),
was granted, under the hand and seal of the Comptroller, the right to act in all
fiduciary capacities authorized under the provisions of the Act of Congress
approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the authority
so granted remains in full force and effect on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto

subscribed my name and caused my seal of

office to be affixed to these presents

at the Treasury Department in the City

of Washington and District of Columbia,

this 16th day of June, 1997.

[SEAL] /s/ Eugene A. Ludwig
------------------------------------
Comptroller of the Currency

<PAGE> 13

BY-LAWS OF

FIRST UNION NATIONAL BANK

AS AMENDED

VARIOUS AMENDMENTS
PRIOR TO 1985
APRIL 16, 1985
OCTOBER 21, 1986
DECEMBER 15, 1993
DECEMBER 13, 1995
MAY 22, 1996
MAY 21, 1997
JUNE 17, 1997

<PAGE> 14

BY-LAWS OF

FIRST UNION NATIONAL BANK

ARTICLE I

Meetings of Shareholders
------------------------

SECTION 1.1 ANNUAL MEETING. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday of February
in each year, commencing with the year 1996, except that the Board of Directors
may, from time to time and upon passage of a resolution specifically setting
forth its' reasons, set such other date for such meeting during the month of
February as the Board of Directors may deem necessary or appropriate; provided,
however, that if an annual meeting would otherwise fall on a legal holiday, then
such annual meeting shall be held on the second business day following such
legal holiday. The holders of a majority of the outstanding shares entitled to
vote which are represented at any meeting of the shareholders may choose persons
to act as Chairman and as Secretary of the meeting.

SECTION 1.2 SPECIAL MEETINGS. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the Board of Directors or by any three or more shareholders owning,
in the aggregate, not less than ten percent of the stock of the Association.
Every such special meeting, unless otherwise provided by law, shall be called by
mailing, postage prepaid, not less than ten days prior to the date fixed for
such meeting, to each shareholder at his address appearing on the books of the
Association, a notice stating the purpose of the meeting.

SECTION 1.3 NOMINATIONS FOR DIRECTORS. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the bank entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
existing management of the bank, shall be made in writing and shall be delivered
or mailed to the President of the Bank and to the Comptroller of the Currency,
Washington, D. C., not less than 14 days nor more than 50 days prior to any
meeting of stockholders called for the election of directors, provided however,
that if less than 21 days' notice of such meeting is given to shareholders, such
nomination shall be mailed or delivered to the President of the Bank and to the

<PAGE> 15

Comptroller of the Currency not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the bank that will be voted for each proposed
nominee; (d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of the bank owned by the notifying
shareholder. Nominations not made in accordance herewith may, in his discretion,
be disregarded by the chairman of the meeting, and upon his instructions, the
vote tellers may disregard all votes cast for each such nominee.

SECTION 1.4 JUDGES OF ELECTION. The Board may at any time appoint from
among the shareholders three or more persons to serve as Judges of Election at
any meeting of shareholders; to act as judges and tellers with respect to all
votes by ballot at such meeting and to file with the Secretary of the meeting a
Certificate under their hands, certifying the result thereof.

SECTION 1.5 PROXIES. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.

SECTION 1.6 QUORUM. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.

ARTICLE II

Directors
---------

SECTION 2.1 BOARD OF DIRECTORS. The Board of Directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.

SECTION 2.2 NUMBER. The Board shall consist of not less than five nor more
than twenty-five directors, the exact number within such minimum and maximum

3
<PAGE> 16

limits to be fixed and determined from time to time by resolution of a majority
of the full Board or by resolution of the shareholders at any meeting thereof;
provided, however, that a majority of the full Board of Directors may not
increase the number of directors to a number which, (1) exceeds by more than two
the number of directors last elected by shareholders where such number was
fifteen or less, and (2) to a number which exceeds by more than four the number
of directors last elected by shareholders where such number was sixteen or more,
but in no event shall the number of directors exceed twenty-five.

SECTION 2.3 ORGANIZATION MEETING. The Secretary of the meeting upon
receiving the certificate of the judges, of the result of any election, shall
notify the directors-elect of their election and of the time at which they are
required to meet at the Main Office of the Association for the purpose of
organizing the new Board and electing and appointing officers of the Association
for the succeeding year. Such meeting shall be held as soon thereafter as
practicable. If, at the time fixed for such meeting, there shall not be a quorum
present, the directors present may adjourn the meeting from time to time, until
a quorum is obtained.

SECTION 2.4 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such place and time as may be designated by resolution of the
Board of Directors. Upon adoption of such resolution, no further notice of such
meeting dates or the places or times thereof shall be required. Upon the failure
of the Board of Directors to adopt such a resolution, regular meetings of the
Board of Directors shall be held, without notice, on the third Tuesday in
February, April, June, August, October and December, commencing with the year
1997, at the main office or at such other place and time as may be designated by
the Board of Directors. When any regular meeting of the Board would otherwise
fall on a holiday, the meeting shall be held on the next business day unless the
Board shall designate some other day.

SECTION 2.5 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President of the Association, or at the request of three
(3) or more directors. Each member of the Board of Directors shall be given
notice stating the time and place, by telegram, letter, or in person, of each
such special meeting.

SECTION 2.6 QUORUM. A majority of the directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a less number may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.

SECTION 2.7 VACANCIES. When any vacancy occurs among the directors, the
remaining members of the Board, in accordance with the laws of the United

<PAGE> 17

States, may appoint a director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for that purpose.

SECTION 2.8 ADVISORY BOARDS. The Board of Directors may appoint an
Advisory Board or Boards in such place or places as the Board of Directors may
determine. Each such Advisory Board shall consist of as many persons as the
Board of Directors may determine. The duties of each Advisory Board shall be to
consult and advise with the Board of Directors and senior officers of the Bank
with regard to the best interests of the Association and to perform such other
duties as the Board of Directors may lawfully delegate.

ARTICLE III

Committees of the Board
-----------------------

SECTION 3.1 The Board of Directors, by resolution adopted by a majority of
the number of directors fixed by these By-Laws, may designate two or more
directors to constitute an Executive Committee and other committees, each of
which, to the extent authorized by law and provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors and the
management of the Association. The designation of any committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility or liability imposed
upon it or any member of the Board of Directors by law. The Board of Directors
reserves to itself alone the power to act on (1) dissolution, merger or
consolidation, or disposition of substantially all corporate property, (2)
designation of committees or filling vacancies on the Board of Directors or on a
committee of the Board (except as hereinafter provided), (3) adoption, amendment
or repeal of By-laws, (4) amendment or repeal of any resolution of the Board
which by its terms is not so amendable or repealable, and (5) declaration of
dividends, issuance of stock, or recommendations to stockholders of any action
requiring stockholder approval.

The Board of Directors or the Chairman of the Board of Directors of the
Association may change the membership of any committee at any time, fill
vacancies therein, discharge any committee or member thereof either with or
without cause at any time, and change at any time the authority and
responsibility of any such committee.

A majority of the members of any committee of the Board of Directors may
fix such committee's rules of procedure. All action by any committee shall be
reported to the Board of Directors at a meeting succeeding such action, except
such actions as the Board may not require to be reported to it in the resolution
creating any such committee. Any action by any committee shall be subject to

<PAGE> 18

revision, alteration, and approval by the Board of Directors, except to the
extent otherwise provided in the resolution creating such committee; provided,
however, that no rights or acts of third parties shall be affected by any such
revision or alteration.

ARTICLE IV

Officers and Employees
----------------------

SECTION 4.1 OFFICERS. The officers of the Association may be a Chairman of
the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen
(who shall not be required to be directors of the Association), a President, one
or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other
officers, including officers holding similar or equivalent titles to the above
in regions, divisions or functional units of the Association, as may be
appointed by the Board of Directors. The Chairman of the Board and the President
shall be members of the Board of Directors. Any two or more offices may be held
by one person, but no officer shall sign or execute any document in more than
one capacity.

SECTION 4.2 ELECTION, TERM OF OFFICE, AND QUALIFICATION. Each officer
shall be chosen by the Board of Directors and shall hold office until the annual
meeting of the Board of Directors held next after his election or until his
successor shall have been duly chosen and qualified, or until his death, or
until he shall resign, or shall have been disqualified, or shall have been
removed from office.

SECTION 4.2(a) OFFICERS ACTING AS ASSISTANT SECRETARY. Notwithstanding
Section 1 of these By-laws, any Senior Vice President, Vice President, or
Assistant Vice President shall have, by virtue of his office, and by authority
of the By-laws, the authority from time to time to act as an Assistant Secretary
of the Bank, and to such extent, said officers are appointed to the office of
Assistant Secretary.

SECTION 4.3 CHIEF EXECUTIVE OFFICER. The Board of Directors shall
designate one of its members to be the President of this Association, and the
officer so designated shall be an ex officio member of all committees of the
Association except the Examining Committee, and its Chief Executive Officer
unless some other officer is so designated by the Board of Directors.

SECTION 4.4 DUTIES OF OFFICERS. The duties of all officers shall be
prescribed by the Board of Directors. Nevertheless, the Board of Directors may
delegate to the Chief Executive Officer the authority to prescribe the duties of
other officers of the corporation not inconsistent with law, the charter, and
these By-laws, and to appoint other employees, prescribe their duties, and to
dismiss them.

<PAGE> 19

Notwithstanding such delegation of authority, any officer or employee also may
be dismissed at any time by the Board of Directors.

SECTION 4.5 OTHER EMPLOYEES. The Board of Directors may appoint from time
to time such tellers, vault custodians, bookkeepers, and other clerks, agents,
and employees as it may deem advisable for the prompt and orderly transaction of
the business of the Association, define their duties, fix the salary to be paid
them, and dismiss them. Subject to the authority of the Board of Directors, the
Chief Executive Officer or any other officer of the Association authorized by
him, may appoint and dismiss all such tellers, vault custodians, bookkeepers and
other clerks, agents, and employees, prescribe their duties and the conditions
of their employment, and from time to time fix their compensation.

SECTION 4.6 REMOVAL AND RESIGNATION. Any officer or employee of the
Association may be removed either with or without cause by the Board of
Directors. Any employee other than an officer elected by the Board of Directors
may be dismissed in accordance with the provisions of the preceding Section 4.5.
Any officer may resign at any time by giving written notice to the Board of
Directors or to the Chief Executive Officer of the Association. Any such
resignation shall become effective upon its being accepted by the Board of
Directors, or the Chief Executive Officer.

ARTICLE V

Fiduciary Powers
----------------

SECTION 5.1 CAPITAL MANAGEMENT GROUP. There shall be an area of this
Association known as the Capital Management Group which shall be responsible for
the exercise of the fiduciary powers of this Association. The Capital Management
Group shall consist of four service areas: Fiduciary Services, Retail Services,
Investments and Marketing. The Fiduciary Services unit shall consist of personal
trust, employee benefits, corporate trust and operations. The General Office for
the Fiduciary Services unit shall be located in Charlotte, N.C., with City Trust
Offices located in such cities within the State of North Carolina as designated
by the Board of Directors.

SECTION 5.2 TRUST OFFICERS. There shall be a General Trust Officer of this
Association whose duties shall be to manage, supervise and direct all the
activities of the Capital Management Group. Further, there shall be one or more
Senior Trust Officers designated to assist the General Trust Officer in the
performance of his duties. They shall do or cause to be done all things
necessary or proper in carrying out the business of the Capital Management Group
in accordance with provisions of applicable law and regulation.

7
<PAGE> 20

SECTION 5.3 CAPITAL MANAGEMENT/GENERAL TRUST COMMITTEE. There shall be a
Capital Management/General Trust Committee composed of not less than four (4)
members of the Board of Directors of this Association who shall be appointed
annually or from time to time by its membership. The General Trust Officer shall
serve as an ex-officio member of the Committee. Each member shall serve until
his successor is appointed. The Board of Directors or the Chairman of the Board
may change the membership of the Capital Management/General Trust Committee at
any time, fill vacancies therein, or discharge any member thereof with or
without cause at any time. The Committee shall counsel and advise on all matters
relating to the business or affairs of the Capital Management Group and shall
adopt overall policies for the conduct of the business of the Capital Management
Group including but not limited to: general administration, investment policies,
new business development, and review for approval of major assignments of
functional responsibilities. The Committee shall meet at least quarterly or as
called for by its Chairman or any three (3) members of the Committee. A quorum
shall consist of three (3) members. In carrying out its responsibilities, the
Capital Management/General Trust Committee shall review the actions of all
officers, employees and committees utilized by this Association in connection
with the activities of the Capital Management Group and may assign the
administration and performance of any fiduciary powers or duties to any of such
officers or employees or to the Investment Policy Committee, Personal Trust
Administration Committee, Account Review Committee, Corporate and Institutional
Accounts Committee, or any other committees it shall designate. One of the
methods to be used in the review process will be the thorough scrutiny of the
Report of Examination by the Office of the Comptroller of the Currency and the
reports of the Audit Division of First Union Corporation, as they relate to the
activities of the Capital Management Group. These reviews shall be in addition
to reviews of such reports by the Audit Committee of the Board of Directors. The
Chairman of the Capital Management/ General Trust Committee shall be appointed
by the Chairman of the Board of Directors. He shall cause to be recorded in
appropriate minutes all actions taken by the Committee. The minutes shall be
signed by its Secretary and approved by its Chairman. Further, the Committee
shall summarize all actions taken by it and shall submit a report of its
proceedings to the Board of Directors at its next regularly scheduled meeting
following a meeting of the Capital Management/General Trust Committee. As
required by Section 9.7 of Regulation 9 of the Comptroller of the Currency, the
Board of Directors retains responsibility for the proper exercise of the
fiduciary powers of this Association.

The Fiduciary Services unit of the Capital Management Group will maintain
a list of securities approved for investment in fiduciary accounts and will from
time to time provide the Capital Management/General Trust Committee with current
information relative to such list and also with respect to transactions in other
securities not on such list. It is the policy of this Association that members
of the

8
<PAGE> 21

Capital Management/General Trust Committee should not buy, sell or trade in
securities which are on such approved list or in any other securities in which
the Fiduciary Services unit has taken, or intends to take, a position in
fiduciary accounts in any circumstances in which any such transaction could be
viewed as a possible conflict of interest or could constitute a violation of
applicable law or regulation. Accordingly, if any such securities are owned by
any member of the Capital Management/General Trust Committee at the time of
appointment to such Committee, the Capital Management Group shall be promptly so
informed in writing. If any member of the Capital Management/General Trust
Committee intends to buy, sell, or trade in any such securities while serving as
a member of the Committee, he should first notify the Capital Management Group
in order to make certain that any proposed transaction will not constitute a
violation of this policy or of applicable law or regulation.

SECTION 5.4 INVESTMENT POLICY COMMITTEE. There shall be an Investment
Policy Committee composed of not less than seven (7) officers and/or employees
of this Association who shall be appointed annually or from time to time by the
Board of Directors. Each member shall serve until his successor is appointed.
Meetings shall be called by the Chairman or any two (2) members of the
Committee. A quorum shall consist of five (5) members. The Investment Policy
Committee shall exercise such fiduciary powers and perform such duties as may be
assigned to it by the Capital Management/General Trust Committee. All actions
taken by the Investment Policy Committee shall be recorded in appropriate
minutes, signed by the Secretary thereof, approved by its Chairman and submitted
to the Capital Management/General Trust Committee at its next ensuing regular
meeting for its review and approval.

SECTION 5.5 PERSONAL TRUST ADMINISTRATION COMMITTEE. There shall be a
Personal Trust Administration Committee composed of not less than five (5)
officers, who shall be appointed annually or from time to time by the Board of
Directors. Each member shall serve until his successor is appointed. Meetings
shall be called by the Chairman or any three (3) members of the Committee. A
quorum shall consist of three (3) members. The Personal Trust Administration
Committee shall exercise such fiduciary powers and perform such duties as may be
assigned to it by the Capital Management/General Trust Committee. All action
taken by the Personal Trust Administration Committee shall be recorded in
appropriate minutes signed by the Secretary thereof, approved by its Chairman,
and submitted to the Capital Management/General Trust Committee at its next
ensuing regular meeting for its review and approval.

SECTION 5.6 ACCOUNT REVIEW COMMITTEE. There shall be an Account Review
Committee composed of not less than four (4) officers and/or employees of this
Association, who shall be appointed annually or from time to time by the Board
of

9
<PAGE> 22

Directors. Each member shall serve until his successor is appointed. Meetings
shall be called by the Chairman or any two (2) members of the Committee. A
quorum shall consist of three (3) members. The Account Review Committee shall
exercise such fiduciary powers and perform such duties as may be assigned to it
by the Capital Management/General Trust Committee. All actions taken by the
Account Review Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof, approved by its Chairman and submitted to the Capital
Management/ General Trust Committee at its next ensuing regular meeting for its
review and approval.

SECTION 5.7 CORPORATE AND INSTITUTIONAL ACCOUNTS COMMITTEE. There shall be
a Corporate and Institutional Accounts Committee composed of not less than five
(5) officers and/or employees of this Association, who shall be appointed
annually, or from time to time, by the Capital Management/General Trust
Committee and approved by the Board of Directors. Meetings may be called by the
Chairman or any two (2) members of the Committee. A quorum shall consist of
three (3) members. The Corporate and Institutional Accounts Committee shall
exercise such fiduciary powers and duties as may be assigned to it by the
General Trust Committee. All actions taken by the Corporate and Institutional
Accounts Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof, approved by its Chairman and made available to the General
Trust Committee at its next ensuing regular meeting for its review and approval.

ARTICLE VI

Stock and Stock Certificates
----------------------------

SECTION 6.1 TRANSFERS. Shares of stock shall be transferable on the books
of the Association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his shares, succeed to all rights and liabilities of the
prior holder of such shares.

SECTION 6.2 STOCK CERTIFICATES. Certificates of stock shall bear the
signature of the Chairman, the Vice Chairman, the President, or a Vice President
(which may be engraved, printed, or impressed), and shall be signed manually or
by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant
Cashier, or any other officer appointed by the Board of Directors for that
purpose, to be known as an Authorized Officer, and the seal of the Association
shall be engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the Association
properly endorsed.

10
<PAGE> 23

ARTICLE VII

Corporate Seal
--------------

SECTION 7.1 The President, the Cashier, the Secretary, or any Assistant
Cashier, or Assistant Secretary, or other officer thereunto designated by the
Board of Directors shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form.

ARTICLE VIII

Miscellaneous Provisions
------------------------

SECTION 8.1 FISCAL YEAR. The fiscal year of the Association shall be the
calendar year.

SECTION 8.2 EXECUTION OF INSTRUMENTS. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, notices,
applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairman of the Board,
the Vice Chairman of the Board, any Chairman or Vice Chairman, the President,
any Vice President or Assistant Vice President, the Secretary or any Assistant
Secretary, the Cashier or Treasurer or any Assistant Cashier or Assistant
Treasurer, or any officer holding similar or equivalent titles to the above in
any regions, divisions or functional units of the Association, or, if in
connection with the exercise of fiduciary powers of the Association, by any of
said officers or by any Trust Officer or Assistant Trust Officer (or equivalent
titles); provided, however, that where required, any such instrument shall be
attested by one of said officers other than the officer executing such
instrument. Any such instruments may also be executed, acknowledged, verified,
delivered or accepted in behalf of the Association in such other manner and by
such other officers as the Board of Directors may from time to time direct. The
provisions of this Section 8.2 are supplementary to any other provision of these
By-laws.

SECTION 8.3 RECORDS. The Articles of Association, the By-laws, and the
proceedings of all meetings of the shareholders, the Board of Directors,
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, Cashier, or other officer appointed to act as Secretary of the
meeting.

11
<PAGE> 24

ARTICLE IX

By-laws
-------

SECTION 9.1 INSPECTION. A copy of the By-laws, with all amendments
thereto, shall at all times be kept in a convenient place at the Head Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.

SECTION 9.2 AMENDMENTS. The By-laws may be amended, altered or repealed,
at any regular or special meeting of the Board of Directors, by a vote of a
majority of the whole number of Directors.

12
<PAGE> 25

Exhibit A
---------

First Union National Bank
Article X
Emergency By-laws

In the event of an emergency declared by the President of the United
States or the person performing his functions, the officers and employees of
this Association will continue to conduct the affairs of the Association under
such guidance from the directors or the Executive Committee as may be available
except as to matters which by statute require specific approval of the Board of
Directors and subject to conformance with any applicable governmental directives
during the emergency.

OFFICERS PRO TEMPORE AND DISASTER

Section 1. The surviving members of the Board of Directors or the
Executive Committee shall have the power, in the absence or disability of any
officer, or upon the refusal of any officer to act, to delegate and prescribe
such officer's powers and duties to any other officer, or to any director, for
the time being.

Section 2. In the event of a state of disaster of sufficient severity to
prevent the conduct and management of the affairs and business of this
Association by its directors and officers as contemplated by these By-laws, any
two or more available members of the then incumbent Executive Committee shall
constitute a quorum of that Committee for the full conduct and management of the
affairs and business of the Association in accordance with the provisions of
Article II of these By-laws; and in addition, such Committee shall be empowered
to exercise all of the powers reserved to the General Trust Committee under
Section 5.3 of Article V hereof. In the event of the unavailability, at such
time, of a minimum of two members of the then incumbent Executive Committee, any
three available directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Association in
accordance with the foregoing provisions of this section. This By-law shall be
subject to implementation by resolutions of the Board of Directors passed from
time to time for that purpose, and any provisions of these By-laws (other than
this section) and any resolutions which are contrary to the provisions of this
section or to the provisions of any such implementary resolutions shall be
suspended until it shall be

13
<PAGE> 26

determined by an interim Executive Committee acting under this section that it
shall be to the advantage of this Association to resume the conduct and
management of its affairs and business under all of the other provisions of
these By-laws.

Officer Succession

BE IT RESOLVED, that if consequent upon war or warlike damage or disaster,
the Chief Executive Officer of this Association cannot be located by the then
acting Head Officer or is unable to assume or to continue normal executive
duties, then the authority and duties of the Chief Executive Officer shall,
without further action of the Board of Directors, be automatically assumed by
one of the following persons in the order designated:

Chairman
President
Division Head/Area Administrator - Within this officer class, officers
shall take seniority on the basis of length of service in such office or,
in the event of equality, length of service as an officer of the
Association.

Any one of the above persons who in accordance with this resolution
assumes the authority and duties of the Chief Executive Officer shall continue
to serve until he resigns or until five-sixths of the other officers who are
attached to the then acting Head Office decide in writing he is unable to
perform said duties or until the elected Chief Executive Officer of this
Association, or a person higher on the above list, shall become available to
perform the duties of Chief Executive Officer of the Association.

BE IT FURTHER RESOLVED, that anyone dealing with this Association may
accept a certification by any three officers that a specified individual is
acting as Chief Executive Officer in accordance with this resolution; and that
anyone accepting such certification may continue to consider it in force until
notified in writing of a change, said notice of change to carry the signatures
of three officers of the Association.

Alternate Locations

The offices of the Association at which its business shall be conducted
shall be the main office thereof in each city which is designated as a City
Office (and branches, if any), and any other legally authorized location which
may be leased or acquired by this Association to carry on its business. During
an emergency resulting in any authorized place of business of this Association
being unable to function, the business ordinarily conducted at such location
shall be relocated

14
<PAGE> 27

elsewhere in suitable quarters, in addition to or in lieu of the locations
heretofore mentioned, as may be designated by the Board of Directors or by the
Executive Committee or by such persons as are then, in accordance with
resolutions adopted from time to time by the Board of Directors dealing with the
exercise of authority in the time of such emergency, conducting the affairs of
this Association. Any temporarily relocated place of business of this
Association shall be returned to its legally authorized location as soon as
practicable and such temporary place of business shall then be discontinued.

Acting Head Offices

BE IT RESOLVED, that in case of and provided because of war or warlike
damage or disaster, the General Office of this Association, located in
Charlotte, North Carolina, is unable temporarily to continue its functions, the
Raleigh office, located in Raleigh, North Carolina, shall automatically and
without further action of this Board of Directors, become the "Acting Head
Office of this Association";

BE IT FURTHER RESOLVED, that if by reason of said war or warlike damage or
disaster, both the General Office of this Association and the said Raleigh
Office of this Association are unable to carry on their functions, then and in
such case, the Asheville Office of this Association, located in Asheville, North
Carolina, shall, without further action of this Board of Directors, become the
"Acting Head Office of this Association"; and if neither the Raleigh Office nor
the Asheville Office can carry on their functions, then the Greensboro Office of
this Association, located in Greensboro, North Carolina, shall, without further
action of this Board of Directors, become the "Acting Head Office of this
Association"; and if neither the Raleigh Office, the Asheville Office, nor the
Greensboro Office can carry on their functions, then the Lumberton Office of
this Association, located in Lumberton, North Carolina, shall, without further
action of this Board of Directors, become the "Acting Head Office of this
Association". The Head Office shall resume its functions at its legally
authorized location as soon as practicable.

<PAGE> 28
Call Date: 3/31/97 ST-BK: 37-0351 FFIEC 031
Page RC-1

Legal Title of Bank: First Union National Bank of NC
Address: Two First Union Center
City, State, Zip: Charlotte, NC 28288-0201
FDIC Certificate No.: |0|4|8|8|5|

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

<TABLE>
<CAPTION>
---------
C400
--------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- - ----------------------------------------------------------------------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) ................................. 0081 2,003,276 1.a.
b. Interest-bearing balances(2) .......................................................... 0071 297,579 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) ............................ 1754 569,806 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) .......................... 1773 1,641,071 2.b.
3. Federal funds sold and securities purchased under agreements to resell .................... 1350 2,536,841 3.
4. Loans and lease financing receivables: ----------------------
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 22,332,077 4.a.
b. LESS: Allowance for loan and lease losses ................... RCFD 3123 174,675 4.b.
c. LESS: Allocated transfer risk reserve ....................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, ---------------------
allowance, and reserve (item 4.a minus 4.b and 4.c) ................................... 2125 22,157,402 4.d.
5. Trading assets (from Schedule RC-D) ....................................................... 3545 2,112,168 5.
6. Premises and fixed assets (including capitalized leases) .................................. 2145 858,917 6.
7. Other real estate owned (from Schedule RC-M) .............................................. 2150 7,718 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) .. 2130 18,614 8.
9. Customers' liability to this bank on acceptances outstanding .............................. 2155 403,090 9.
10. Intangible assets (from Schedule RC-M) .................................................... 2143 346,564 10.
11. Other assets (from Schedule RC-F) ......................................................... 2160 2,301,064 11.
12. Total assets (sum of items 1 through 11) .................................................. 2170 35,254,110 12.
</TABLE>
- - -----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

11
<PAGE> 29
Call Date: 3/31/97 ST-BK: 37-0351 FFIEC 031
Page RC-2

Legal Title of Bank: FIRST UNION NATIONAL BANK OF NC
Address: TWO FIRST UNION CENTER
City, State, Zip: CHARLOTTE, NC 28288-0201
FDIC Certificate No.: |0|4|8|8|5|

SCHEDULE RC--CONTINUED

<TABLE>
<CAPTION>
----------------------
Dollar Amounts in Thousands Bil Mil Thou
- - ----------------------------------------------------------------------------------------------- ----------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,
part I) ..................................................... --------------------- RCON 2200 12,901,568 13.a.
(1) Noninterest-bearing(1) .................................. RCON 6631 4,616,676 13.a.(1)
(2) Interest-bearing ........................................ RCON 6636 8,284,892 13.a.(2)
---------------------
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,
part II) .................................................... --------------------- RCFN 2200 7,149,255 13.b
(1) Noninterest-bearing ..................................... RCFN 6631 0 13.b.(1)
(2) Interest-bearing ........................................ RCFN 6636 7,149,255 13.b.(2)
---------------------
14. Federal funds purchased and securities sold under agreements to repurchase ................ RCFD 2800 6,274,314 14.
15. a. Demand notes issued to the U.S. Treasury .............................................. RCON 2840 115,931 15.a.
b. Trading liabilities (from Schedule RC-D) .............................................. RCFD 3548 2,201,346 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less ......................................... RCFD 2332 1,754,025 16.a.
b. With a remaining maturity of more than one year ....................................... RCFD 2333 416,761 16.b.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding ................................... RCFD 2920 403,090 18.
19. Subordinated notes and debentures(2) ...................................................... RCFD 3200 925,000 19.
20. Other liabilities (from Schedule RC-G) .................................................... RCFD 2930 808,495 20.
21. Total liabilities (sum of items 13 through 20) ............................................ RCFD 2948 32,949,785 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ............................................. RCFD 3838 0 23.
24. Common stock .............................................................................. RCFD 3230 82,795 24.
25. Surplus (exclude all surplus related to preferred stock) .................................. RCFD 3839 763,989 25.
26. a. Undivided profits and capital reserves ................................................ RCFD 3632 1,468,980 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ................ RCFD 8434 (11,439) 26.b.
27. Cumulative foreign currency translation adjustments ....................................... RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27) ......................................... RCFD 3210 2,304,325 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21
and 28) ................................................................................... RCFD 3300 35,254,110 29.
----------------------
</TABLE>

<TABLE>
<S> <C> <C>
Memorandum
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that best describes the Number
most comprehensive level of auditing work performed for the bank by independent external -------------
auditors as of any date during 1996 .............................................................. RCFD 6724 2 M.1.
-------------
</TABLE>

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be rquired by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- - -----------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.

<PAGE> 1
Exhibit 25.2 to Registration
Statement No. 333-25575
- - ------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------------

FORM T-1

-----------------

STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT FOR 1939, AS AMENDED,
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) X
---
-----------------

FIRST UNION NATIONAL BANK
(Exact name of Trustee as specified in its charter)

230 SOUTH TRYON STREET, 9TH FLOOR
CHARLOTTE, NORTH CAROLINA 28288-1179 56-0900030
(Address of principal executive (Zip Code) (I.R.S. Employer
office) Identification No.)

DANIEL OBER
FIRST UNION NATIONAL BANK
230 SOUTH TRYON STREET, 9TH FLOOR
CHARLOTTE, NORTH CAROLINA 28288-1179
(704) 374-6242
(Name, address and telephone number of Agent for Service)

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SUMMIT PROPERTIES PARTNERSHIP, L.P.
(Exact name of obligor as specified in its charter)

DELAWARE 56-1857809
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)

212 SOUTH TRYON STREET, SUITE 500
CHARLOTTE, NORTH CAROLINA 28281
(Address of principal executive office) (Zip Code)

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SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)

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<PAGE> 2

1. GENERAL INFORMATION.

(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:

The Comptroller of the Currency, Washington, D.C.

Federal Reserve Bank of Richmond, Virginia.

Federal Deposit Insurance Corporation, Washington, D.C.

Securities and Exchange Commission, Division of Market
Regulation, Washington, D.C.

(b) The Trustee is authorized to exercise corporate trust powers.

2. AFFILIATIONS WITH OBLIGOR.

The obligor is not an affiliate of the Trustee. (See Note 1 on
Page 3)

Because the obligor is not in default on any securities issued under indentures
under which applicant is trustee, Items 3 through 15 are not required herein.

16. LIST OF EXHIBITS.

(1) Articles of Association of the Trustee as now in effect. See
Exhibit 1 of the Form T-1 filed as Exhibit 25.1 to Registration
Statement No. 333-25575, which is incorporated by reference.

(2) Certificate of Authority of the Trustee to commence business.
See Exhibit 2 of the Form T-1 filed as Exhibit 25.1 to
Registration Statement No. 333-25575, which is incorporated by
reference.

(3) Authorization of the Trustee to exercise corporate trust powers.
See Exhibit 3 of the Form T-1 filed as Exhibit 25.1 to
Registration Statement No. 333-25575, which is incorporated
by reference.

(4) By-Laws of the Trustee. See Exhibit 4 of the Form T-1 filed as
Exhibit 25.1 to Registration Statement No. 333-25575, which is
incorporated by reference.

(5) Inapplicable.

(6) Consent by the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939. Included at Page 4 of this Form T-1
Statement.

(7) Report of condition of Trustee. See Exhibit 7 of the Form T-1
filed as Exhibit 25.1 to Registration Statement No. 333-25575,
which is incorporated by reference.

(8) Inapplicable.

(9) Inapplicable.

<PAGE> 3

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NOTES

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<PAGE> 4

SIGNATURE

FIRST UNION NATIONAL BANK
(Trustee)

BY: /s/ Shannon Stahel
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Shannon Stahel
Title: Corporate Trust Officer

EXHIBIT T-1 (6)

CONSENTS OF TRUSTEE

Under section 321(b) of the Trust Indenture Act of 1939 and in
connection with the proposed issuance by Summit Properties Partnership, L.P. of
its Subordinated Debt Securities, First Union National Bank as the Trustee
herein named, hereby consents that reports of examinations of said Trustee by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.

FIRST UNION NATIONAL BANK

BY: /s/ Terry W. Baker
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Terry W. Baker, Vice President

Dated: July 23, 1997
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