UNION PLANTERS CORP, DEF 14A, 1994-03-18

UNION PLANTERS CORP
DEF 14A, 1994-03-18
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

Union Planters Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)

M. Kirk Walters
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

Set forth the amount on which the filing fee is calculated and state how it
was determined.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

(LOGO)

UNION PLANTERS CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

APRIL 28, 1994

Dear Shareholder:

You are cordially invited to attend this year's Annual Meeting of
Shareholders of Union Planters Corporation in the Union Planters Administrative
Center, Assembly Room C, Lake Level, 7130 Goodlett Farms Parkway, Memphis,
Tennessee 38018, at 10:00 a.m. on April 28, 1994. The Annual Meeting has been
called by order of the Board of Directors for the purpose of considering and
voting upon:

1. The election of three directors;

2. The ratification of the selection of Price Waterhouse as the
independent accountants and auditors for the Corporation; and

3. The transaction of such other business as may properly come before
the meeting.

In addition, there will be a report on current operations. Holders of the
Corporation's Common Shares at the close of business on the record date of
February 17, 1994 will be entitled to notice of, and to vote at, the Annual
Meeting.

Whether or not you plan to attend the meeting, please sign, date and
promptly return the enclosed proxy. If for any reason you desire to revoke your
proxy, you may do so at any time before the voting by giving written notice of
revocation to the Secretary of the Corporation.

Very truly yours,

/s/ Benjamin W. Rawlins, Jr.
------------------------
BENJAMIN W. RAWLINS, JR.
Chairman of the Board

Approximate Date of Mailing to Shareholders: March 18, 1994
<PAGE> 3

UNION PLANTERS CORPORATION
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018

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

PROXY STATEMENT
---------------------

This proxy statement is furnished by the Board of Directors of Union
Planters Corporation (the "Corporation") in connection with its solicitation of
the enclosed proxy, which will be used in voting at the Annual Meeting of
Shareholders of the Corporation to be held in the Union Planters Administrative
Center, Assembly Room C, Lake Level, 7130 Goodlett Farms Parkway, Memphis,
Tennessee 38018 on April 28, 1994 at 10:00 a.m. (the "Annual Meeting") or any
adjournment or adjournments thereof.

This proxy statement and the enclosed proxy are first being sent to
shareholders on or about March 18, 1994.

VOTING

Only holders of record of common stock of the Corporation (the "Common
Stock") at the close of business on February 17, 1994 are entitled to receive
notice of, and to vote at, the Annual Meeting. On that date, 20,505,885 shares
of Common Stock were issued and outstanding for purposes of the Annual Meeting.
Each share of Common Stock is entitled to one vote.

If a proxy on the accompanying form is properly executed, returned to the
Corporation and not revoked, the shares represented by such proxy will be voted
in accordance with the instructions set forth thereon. If no instructions are
given, the shares represented will be voted for the director nominees named
herein and for ratification of the selection of the independent accountants and
auditors. The Board of Directors at present knows of no other business to be
brought before the Annual Meeting. However, persons named in the enclosed proxy
will have discretionary authority to vote on the transaction of any other
business which may properly come before the Annual Meeting and any adjournment
thereof, and will vote the proxies in accordance with recommendations of the
Board of Directors.

A shareholder may attend the Annual Meeting even though he or she has
executed a proxy. A proxy may be revoked at any time before it is voted by
giving written notice of revocation delivered to the Secretary of the
Corporation or by delivering a later dated proxy or by the vote of the
shareholder in person at the Annual Meeting.

OWNERSHIP OF SHARES

On January 31, 1994, the current directors and executive officers of the
Corporation as a group owned beneficially 1,419,227 shares of the Common Stock,
including 263,433 shares which are subject to purchase through options
exercisable within 60 days of January 31, 1994, and including 38,318 shares
which current officers of the Corporation have the right to vote under the
Corporation's Employee Stock Ownership Plan. These shares constitute 6.92% of
the shares considered to be outstanding for the exclusive purpose of calculating
the percentage of shares held by directors and executive officers.

The persons named below are, to the knowledge of the Corporation, the only
persons who beneficially owned more than 5% of the outstanding Common Stock as
of the record date of February 17, 1994 as
<PAGE> 4

determined in accordance with the requirements of the Securities Exchange Act of
1934 and applicable rules promulgated thereunder.

<TABLE>
<CAPTION>
SHARES PERCENT OF
NAME AND ADDRESS BENEFICIALLY OWNED CLASS
----------------------------------------------------------- ------------------ ----------
<S> <C> <C>
MERRILL LYNCH ASSET MANAGEMENT, L.P., MERRILL LYNCH CAPITAL
FUND, INC., MERRILL LYNCH & CO., INC., MERRILL LYNCH
GROUP, INC. and PRINCETON SERVICES, INC.................. 1,570,906(1) 7.64%
250 Vesey Street
New York, NY 10281
UNION PLANTERS CORPORATION EMPLOYEE STOCK OWNERSHIP
TRUST.................................................... 1,074,869(2) 5.24%
P.O. Box 387
Memphis, TN 38147
</TABLE>

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

(1) According to a Schedule 13G filed jointly by the entities named in the
table, Merrill Lynch Asset Management, L.P. ("MLAM") may be deemed the
beneficial owner of 1,457,500 shares of Common Stock (7.1% of those
outstanding) as a result of acting as investment advisor to registered
investment companies, one of which, Merrill Lynch Capital Fund, Inc.
("Fund"), is the beneficial owner of 1,402,000 shares of Common Stock (6.8%
of those outstanding). Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch
Group, Inc. ("ML Group"), and Princeton Services, Inc. ("PSI") are parent
companies in the chain of ownership of MLAM. PSI also is the general
partner of MLAM. ML&Co. also may be deemed the beneficial owner of shares
of Common Stock that are held or deemed to be beneficially owned by ML
Group and Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("MLPF&S"), a
broker-dealer subsidiary of ML&Co. that holds certain of the reported
securities in proprietary accounts. ML&Co. also may be deemed the
beneficial owner of 55,500 shares of Common Stock issuable upon the
conversion of the Corporation's Series E Preferred Stock. The reporting
persons disclaim beneficial ownership of the reported securities other
than, in the case of ML&Co. and MLPF&S, shares held by MLPF&S in
proprietary accounts. The reporting persons reported shared voting and
dispositive powers as to all reported securities.
(2) Upon allocation to participants' accounts on or about December 31 of each
year, shares are held with no dispositive power and, unless participants of
the Employee Stock Ownership Plan do not exercise the right to vote shares
allocated to their accounts, no voting power, in which case such shares
would be temporarily held with sole voting power by the Trust. The trustees
of the Trust are J.W. Parker, J.F. Springfield and M.K. Walters, all of
whom are employees of the Corporation.

PROPOSAL 1: ELECTION OF DIRECTORS

The Corporation's Charter provides for not less than seven nor more than
twenty-five directors divided into three classes with each class serving a
three-year term and one class elected at each annual meeting of shareholders.

At the Annual Meeting three directors are to be elected in Class I, each of
whose terms will expire at the annual meeting of shareholders to be held in
1997. The Board of Directors has nominated for election in Class I, M.E. Bruce,
R.B. Colbert, Jr., and S.D. Overton, all of whom currently serve on the Board.
The Class II and Class III directors' terms will expire at the annual meetings
of shareholders to be held in 1995 and 1996, respectively.

2
<PAGE> 5

The Board of Directors has no reason to believe that any nominee for
director will not be available for election. However, if any of the nominees
should become unavailable for election, and unless authority is withheld, the
holders of the proxies solicited hereby will vote for such other individual(s)
as the Board of Directors may recommend.

The presence in person or by proxy of the holders of a majority in voting
power of the Common Stock will constitute a quorum for the transaction of
business at the Annual Meeting. Assuming the presence of a quorum, directors
will be elected based on a plurality of the affirmative votes cast. Broker
non-votes will be counted as being present or represented at the Annual Meeting
but will not have an effect on the outcome of the vote for the election of
directors. Cumulative voting is not permitted in the election of directors.

The following table gives the indicated information for each nominee and
incumbent director and other executive officers who are listed in the
compensation tables which follow but are not nominees or incumbent directors:

3
<PAGE> 6

<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY OWNED
ON JANUARY 31, 1994(1)
--------------------------
NAME AND PRINCIPAL OCCUPATION DIRECTOR PERCENT OF
FOR PAST FIVE YEARS AGE SINCE DIRECTLY(2) INDIRECTLY(3) CLASS
- ----------------------------------------------------- --- -------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C>
PARNELL S. LEWIS, JR.(8)(9).......................... 46 1994 1,052 76(4)(5) *
First Vice President from November 1987
to September 1993, Acting President from September
1993 to November 1993, and President since
November 1993, Anderson-Tully Company
(hardwood lumber products)
C. J. LOWRANCE, III.................................. 63 1985 23,846 13,726(4)(5) *
President, Lowrance Brothers & Co., Inc. (planter)
DONALD F. SCHUPPE(8)(9).............................. 62 1994 0 0 *
Retired. Former Managing Partner, Memphis Office
of Price Waterhouse from 1978 to July 1991
(international firm of certified public
accountants)
MIKE P. STURDIVANT................................... 66 1989 89,307 45,946 *
President, Due West Gin Co., Inc. (cotton ginning);
Investor, Chairman, Executive (various entities)
CLASS III: DIRECTORS
JACKSON W. MOORE..................................... 45 1986 37,793 12,052 *
President of the Corporation since April 1, 1989; 82,097(4)(5) 58,372(4)(5)
Partner, Wildman, Harrold, Allen, Dixon & McDonnell 1,823(7)
(attorneys) to March 31, 1989
BENJAMIN W. RAWLINS, JR.............................. 56 1984 282,511 7,366(7) 1.41%
Chairman of the Corporation's Board since April 1,
1989; CEO of the Corporation and CEO of UPNB since
1984; President of the Corporation from 1984 to
April 1, 1989;
Chairman of UPNB since January 1986
V. LANE RAWLINS...................................... 56 1992 0 0 *
President, Memphis State University since May 1991;
Vice Chancellor for Academic Affairs, University of
Alabama System, from 1986 to May 1991
J. ARMISTEAD SMITH(10)............................... 58 1989 80,000 3,000 *
Vice Chairman of the Corporation since April 1, 18,132(4)(5) 4,283(7)
1989; Executive Vice President of the Corporation
from 1987 to April 1989; President of UPNB
from February 1988 to April 23, 1992
LESLIE M. STRATTON, III(10).......................... 67 1985 530 400 *
President, Leslie M. Stratton Co. (management 1,752(4)(5)
consulting)
RICHARD A. TRIPPEER, JR.............................. 54 1974 235,720 155,000 2.04%
Chairman of the Corporation's Board to April 1, 26,624(4)(5)
1989; President, R.A. Trippeer, Inc. (investments)
OTHER NAMED EXECUTIVE OFFICERS
JAMES A. GURLEY...................................... 60 -- 32,528 374 *
Executive Vice President of the Corporation since 7,658(7)
November 1990; Vice President of the Corporation
from 1980 to November 1990; Executive Vice
President of UPNB since January 1981
</TABLE>

4
<PAGE> 7

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

* Less than 1%.
** Directorships currently held with corporations (other than Union Planters
Corporation) subject to the registration or reporting requirements of the
Securities Exchange Act of 1934, or registered pursuant to the Investment
Company Act of 1940.
(1) Under applicable SEC rules, "beneficial ownership" of a security means
directly or indirectly, through any contract, relationship, arrangement,
undertaking or otherwise, having or sharing "voting power," which includes
the power to vote or to direct the voting of such security, or "investment
power," which includes the power to dispose of or direct the disposition of
such security. Unless otherwise indicated, the securities shown are held
with sole voting and investment power. More than one person may be deemed
to be a beneficial owner of the same securities, and a person may be deemed
to be a beneficial owner of securities as to which he has no beneficial
interest.
(2) Includes shares, in the amount indicated, as to which the following have
the right to exercise options to purchase within 60 days of January 31,
1994: A.M. Austin, 5,200; J.A. Gurley 5,400; J.W. Moore, 37,793; S.D.
Overton, 1,000; J.W. Parker, 12,721; B.W. Rawlins, Jr., 103,215; J.A.
Smith, 80,000; and all directors and executive officers as a group,
263,433.
(3) May include shares (a) owned as trustee; or (b) owned and traded in the
name of the spouse, minor children or other relative of the director, or
(c) owned by a corporation, partnership or other legal organization in
which the director has a substantial beneficial interest.
(4) Shared investment power.
(5) Shared voting power.
(6) No voting power.
(7) No investment power.
(8) Appointed to the Board effective January 20, 1994.
(9) Will not stand for election at the Annual Meeting but will continue to
serve as a director of one or more of the Corporation's subsidiary banks.
(10) Has chosen not to continue beyond the Annual Meeting but will continue to
serve as a director of one or more of the Corporation's subsidiary banks.
(11) Will not stand for election at the Annual Meeting.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

Among other committees of the Corporation's Board of Directors are the
Directors' Audit Committee and the Salary and Benefits Committee. The Board does
not have a standing nominating committee or a committee performing similar
functions.

The Directors' Audit Committee, which is currently composed of Messrs.
Bruce, Colbert, V. L. Rawlins, and Stratton, held four meetings during 1993.
This committee makes recommendations to the Board with

5
<PAGE> 8

respect to the selection of independent accountants; the review and scope of
audit arrangements; the independent auditors' suggestions for strengthening
internal accounting controls; matters of concern to the Committee, the auditors,
or management relating to the Corporation's financial statements or other
results of the annual audit; the review of internal accounting procedures and
controls with the Corporation's financial and accounting staff; the review of
the activities and recommendations of the Corporation's internal auditors; and
the review of financial statements and other financial information published by
the Corporation.

The Salary and Benefits Committee, which held three meetings in 1993, makes
recommendations to the Board of Directors as to the amount and form of officer
compensation. A subcommittee of the Salary and Benefits Committee consisting of
the same members administers the Corporation's 1992 and 1983 Stock Incentive
Plans and is authorized to grant stock options and award stock without further
approval, except grants to directors. Messrs. Austin, Bruce, Martin and
Sturdivant currently serve as members of the Salary and Benefits Committee.

The Board of Directors held seven meetings during 1993. The only director
who, because of conflicting schedules, attended less than 75% of the aggregate
of the meetings held by the Board and any Board committees of which he was a
member was Mr. Bryan, who attended five of seven Board meetings (71%).

DIRECTOR COMPENSATION

All directors of the Corporation except Mr. Colbert and Mr. Sturdivant are
also directors of the Corporation's largest subsidiary, Union Planters National
Bank ("UPNB"). Directors who are employees of the Corporation or any of its
subsidiaries do not receive compensation for service as directors either of the
Corporation or of any subsidiary. Directors who are not employees of the
Corporation or any of its subsidiaries were each paid fees of $5,000 for service
on the Board of Directors of the Corporation and $10,000 for service on the
Board of Directors of UPNB. Compensated directors also receive fees for service
on committees of the Corporation's Board in the following amounts: Directors'
Audit Committee, $6,000; Executive Committee, $6,000; Directors' Loan Committee,
$6,000; Salary and Benefits Committee, $3,000; and Community Reinvestment Act
Committee, $3,000.

Individual directors may, at their option, defer the receipt of directors'
fees. Under alternatives available each year from 1987 through 1993, up to 100%
of a director's annual board and committee fees were deferrable. Such fees, plus
interest, will be paid to the participating director or to his beneficiaries, as
applicable, in monthly payments for a maximum ten-year period commencing on the
earlier of (a) the death of the director; or (b) the later of (i) age 65, or
(ii) completion of five years' participation in the fee deferral program. Six
directors elected to enter into such non-qualified deferred compensation
agreements for 1993.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

Subject to shareholders' ratification, the Board of Directors has selected
Price Waterhouse to be the independent accountants and auditors of the
Corporation for the year ending December 31, 1994. As in the past, a
representative of Price Waterhouse is expected to attend the Annual Meeting. The
representative will have an opportunity to make a statement and will be
available to respond to appropriate questions from shareholders. Assuming the
presence of a quorum at the Annual Meeting, the selection of Price Waterhouse
will be ratified if the votes cast in favor exceed the votes cast in opposition.

6
<PAGE> 9

CERTAIN INFORMATION AS TO MANAGEMENT

The following table contains information concerning the compensation
received by the Corporation's Chief Executive Officer ("CEO") and the four most
highly compensated executive officers of the Corporation in the three fiscal
years ended December 31, 1993.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION(1)
----------------------------------------
RESTRICTED AWARDS
ANNUAL COMPENSATION STOCK OPTIONS/ ALL OTHER
NAME AND ------------------------------- AWARDS SARS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) (#)(3) ($)(2)(4)
- ------------------------- ----- --------- -------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
B.W. Rawlins, Jr., 1993 410,000 200,000 450,840 97,215 82,293
Chairman of the Board, 1992 390,000 185,000 134,671 81,462
CEO of Corporation 1991 390,000 150,000 75,625 194,443
and UPNB
J. A. Gurley, 1993 135,200 17,267 6,400 22,826
Executive Vice 1992 135,200 13,520 7,947 22,600
President of 1991 130,000 25,833 11,984
Corporation
and UPNB
J. W. Moore, 1993 244,000 60,000 302,354 52,552 24,993
President of 1992 220,000 60,000 37,825 23,809
Corporation 1991 220,000 35,000 --
J. W. Parker, 1993 159,375 30,000 9,982 12,433
Executive Vice 1992 153,000 30,000 1,700 11,751
President 1991 144,000 29,500 --
of Corporation and
UPNB
J. A. Smith, 1993 240,000 25,000 -- 63,662
Vice Chairman of 1992 240,000 25,000 -- 62,898
Corporation 1991 240,000 25,000 --
</TABLE>

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

(1) The Corporation does not maintain a formal "Long Term Incentive Plan" other
than the 1983 and 1992 Stock Incentive Plans. In January 1991, B. W.
Rawlins, Jr. was granted 11,000 shares of restricted stock which vested in
November 1991. In May 1993, B. W. Rawlins, Jr. and J. W. Moore were granted
17,680 and 11,857 shares, respectively, of restricted stock which vested in
December 1993. There were no shares of restricted stock held by any of the
named executive officers on December 31, 1993.
(2) In accordance with the transition provisions set forth in the proxy rules,
amounts of all other compensation are reported for fiscal years 1992 and
1993 only.
(3) Shares acquired pursuant to option exercise must generally be held 3 years
or any profits must be paid to the Corporation. The Corporation does not
grant SARs.
(4) "All Other Compensation" for 1993 consists of the following various
components. Employee stock ownership plan contributions on behalf of the
employees as follows: $8,417, B.W. Rawlins, Jr.; $4,825, J.A. Gurley;
$8,417, J.W. Moore; $5,688, J.W. Parker; and $8,417, J.A. Smith. 401(k)
plan contributions on behalf of the same employees, respectively, are as
follows: $6,746; $8,112; $4,376; $6,745; and $4,497. Expense portions of
the Supplemental Nonqualified Retirement Plan were allocated in the amounts
of $67,130, B.W. Rawlins, Jr.; $9,889, J.A. Gurley; $12,200, J.W. Moore;
and $50,748, J.A. Smith.

7
<PAGE> 10

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT
------------------------------------------------------------ ASSUMED ANNUAL
% OF TOTAL RATES OF
OPTIONS/SARS STOCK PRICE
GRANTED TO APPRECIATION FOR
EMPLOYEES EXERCISE OR OPTION TERM
OPTIONS/SARS IN FISCAL BASE PRICE EXPIRATION ----------------------
NAME GRANTED(#)(2) YEAR ($/SH) DATE 5%($) 10%($)
- ------------------- ------------ ------------ ----------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
B.W. Rawlins, Jr. 41,939(3) 33.8% 25.50 05-20-03 672,702 1,704,401
31,664(1) 27.125 02-14-95 73,302 149,296
5,640(1) 27.125 01-17-99 47,968 107,696
17,972(1) 27.125 02-28-01 221,505 526,310
J.A. Gurley 1,500(4) 2.2% 24.125 01-21-03 22,762 57,698
4,900(1) 27.50 02-14-95 10,829 22,050
J.W. Moore 5,000(4) 18.3% 24.125 01-21-03 75,875 192,325
28,127(3) 25.50 05-20-03 451,157 1,143,081
16,159(1) 25.25 01-17-99 114,890 254,343
3,266(1) 25.25 12-17-00 28,969 66,104
J.W. Parker 300(1) 3.5% 23.00 09-03-97 1,767 3,879
3,000(4) 24.125 01-21-03 45,525 115,395
2,944(1) 25.50 09-03-97 17,723 38,566
397(1) 27.125 09-03-97 2,436 5,270
3,341(1) 25.00 09-03-97 17,173 36,885
J.A. Smith -- -- -- -- -- --
</TABLE>

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

(1) Options granted in 1993 as reload options on exercises where shares were
used as the consideration for the exercise. The reload options carry the
same term as the option which was exercised. Reload options vest 6 months
after the grant date.
(2) Generally, options may not be granted at less than the fair market value of
the underlying shares on the date of grant, and will expire upon the
earliest of 10 years after the date of grant, termination for cause, three
months after termination of employment (other than for cause) for any
reason except death or disability, and one year after death or after
termination due to disability. Already owned shares of stock may be used as
the consideration for exercise of the option, and a reload option will
generally be granted in such cases. Generally, except in the event of
involuntary termination or termination due to disability, death or
retirement, shares acquired by option exercise must be held at least three
years or any profits from sale must be repaid to the Corporation. All
options granted in 1993 have an exercise price of the underlying stock's
fair market value on the grant date.
(3) Options granted in 1993 based on an employment agreement, and which vest six
months after the date of grant.
(4) Options granted in 1993 which vest 1/3 twelve months after the date of
grant, an additional 1/3 24 months after the date of grant and the final
1/3 36 months after the date of grant.

8
<PAGE> 11

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
VALUE OF
NUMBER UNEXERCISED
OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)
SHARES VALUE --------------- ---------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#)(1) ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------- -------------- -------- --------------- ---------------
<S> <C> <C> <C> <C>
B.W. Rawlins, Jr....................... 65,287 $271,522 41,939/61,276 --/ 74,250
J.A. Gurley............................ 7,947 $ 32,781 --/ 6,400 --/ 1,500
J.W. Moore............................. 27,956 $215,384 28,127/40,425 --/250,000
J.W. Parker............................ 10,676 $ 83,227 11,324/ 6,738 59,008/ 3,418
J.A. Smith............................. -- -- 76,000/ 4,000 930,500/ 49,500
</TABLE>

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

(1) Shares acquired pursuant to option exercise must generally be held three
years or any profits must be paid to the Corporation. During the
restriction period, shares may be used to exercise an option or to satisfy
tax withholding requirements on option exercises.

EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE OF CONTROL
ARRANGEMENTS

As of December 1, 1989, the Corporation entered into employment agreements
with B.W. Rawlins, Jr. for a term of three years and one month at a minimum
annual salary of $290,000; J.W. Moore for a term of two years and seven months
at a minimum annual salary of $190,000; and J.A. Smith for a term of one year
and one month, at a minimum annual salary of $240,000.

Pursuant to these employment agreements, the three officers are also
entitled to certain other employee benefits and are eligible to participate in
incentive bonus, stock option, and deferred compensation plans. If these
officers are granted options, and new shares of Common Stock or other shares
convertible into shares of Common Stock are issued (except in connection with
acquisitions), the officers will, during the term of their agreements and for
one year afterward, be granted additional options, fully vested, in an amount
necessary to avoid dilution of such options.

As of December 31, 1993, the terms of each of the three agreements were
automatically extended for one year, and on December 31 of each year thereafter
such terms will be automatically extended for one year unless the Corporation
notifies the officer within 60 days prior to the applicable December 31 date. If
the Corporation chooses not to extend an agreement, the officer may either
remain until the end of the term of his agreement, or may choose to terminate
the agreement and be paid an amount equal to: for Mr. Rawlins, three times the
sum of; for Mr. Moore, two and one half times the sum of; and for Mr. Smith, the
sum of, his then current base pay and an amount equal to his incentive bonus for
the prior year. In either case, all options or grants issued to the officer by
the Corporation will immediately vest and be exercisable. If termination of
employment is for cause, the officer will be provided base pay through the date
of termination, and all options held will vest and become exercisable. If
termination of employment is due to death or disability, the officer will be
paid an amount equal to: for Mr. Rawlins, three times the sum of; for Mr. Moore,
two and one half times the sum of; and for Mr. Smith, the sum of his then
current base pay and an amount equal to his incentive bonus for the prior year.
All options or grants held will immediately vest and become exercisable.

These employment agreements also provide that in the event of a substantial
change in the control of the Corporation or UPNB, including by acquisition or
merger, these officers will have the option to extend the terms of their
employment agreements. In such event, the officers may choose a renewal term,
beginning on

9
<PAGE> 12

the later of the date of the renewal notice or the date of the change in control
as follows: B.W. Rawlins, Jr., three years; J.W. Moore, two and one half years;
and J.A. Smith, one year. Upon acceptance of a renewal term, any remaining
period of the then current term of the employment agreement will be canceled.

In the event of a substantial change in control, during the extended
renewal term, the officer may resign without penalty, after giving ninety days
written notice, and receive a lump sum payment (increased to ensure that no tax
liability is incurred by the officer) consisting of the sum of the officer's
current annual base pay and an amount equal to his incentive bonus for the last
year, multiplied by the remaining year(s) or fractional part thereof of his
renewal term. In addition, the officer will have the right to elect either a
cash lump sum from the Corporation equal to the "spread" between the exercise
price of options held as of the date of termination notice and the closing trade
price on the New York Stock Exchange as of the same date, or alternatively, full
vesting of all options held, with the right to exercise the options within a
two-year period from the date of election.

COMPENSATION COMMITTEE REPORT

The Salary and Benefits Committee (the "Committee") is composed of four
directors who are not employees of the Corporation or any of its subsidiaries.
The Committee makes recommendations to the Board of Directors as to the amount
and form of executive officer compensation, and is responsible for granting
stock options and restricted stock.

Pay Philosophy

The compensation programs of the Corporation are designed to align
compensation with business objectives and performance, and to enable the
Corporation to attract, retain and reward executives who contribute to the
long-term success of the Corporation. The Committee believes that executive pay
should be linked to performance. Therefore, the Corporation provides an
executive compensation program which includes base pay, annual cash bonus and
long-term incentive opportunities through the use of stock options and
restricted stock.

The Omnibus Budget Reconciliation Act of 1993 imposes a limit, with certain
exceptions, on the amount that a publicly held corporation may deduct in any
year for the compensation paid or accrued with respect to its five most highly
compensated executive officers. While the Committee cannot predict with
certainty how the Corporation's compensation might be affected, the Committee
intends to try to preserve the tax deductibility of all executive compensation
while maintaining the Corporation's compensation programs as described in this
report.

Base Salary

Base salary is set annually based on job-related experience, individual
performance and pay levels of similar positions at about five to fifteen peer
financial institutions. The Corporation targets base pay at the midpoint of peer
base pay. In determining compensation at peer financial institutions, the
Corporation analyzes information from independent surveys. The surveys, which do
not necessarily include the same financial institutions as included in the NYSE
financial indicator (used in the performance graph), are chosen based on
similarity of the surveyed financial institutions to the Corporation in terms of
size, geographic region, scope of services and return on assets/return on
equity.

In 1993, base salary of the named executive officers was generally not in
excess of the target based on peer analysis. The base salary of the chief
executive officer was below the target. Messrs. Rawlins, Moore and

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<PAGE> 13

Smith have minimum base salaries established by employment agreements, however,
the 1993 base salary of these officers was set based on the general criteria
above.

Annual Bonus

The senior management incentive plan provides awards based on corporate
performance, business unit performance and individual performance. Corporate and
business unit performance are evaluated by reviewing the extent to which
strategic and business plan goals are met. Financial measures of performance
vary depending on the position and responsibilities of the incumbent being
considered, and include (depending on the individual and position) return on
equity, return on assets and certain asset quality measures. Absolute
performance and performance relative to a peer group of about 50 financial
institutions are considered. The peer group is developed based on asset size and
this peer group does not necessarily include the same financial institutions as
included in the peer analysis of base pay or as included in the NYSE financial
indicator.

Individual performance is evaluated by reviewing organization and
management development progress against objectives set at the beginning of the
year. No specific weights are attributed to the corporate, business unit or
individual performance factors. Rather, the Committee evaluates subjectively
corporate, business unit and individual performance for each incumbent. The
Committee determines the size of bonuses for executive officers at the end of
the year. There is generally no minimum opportunity, and the maximum opportunity
is 25 to 75 percent of salary, depending on position. Generally, either a
corporate or business unit return on equity goal must be met for any bonus to be
awarded. The employment agreements of Messrs. Rawlins, Moore and Smith do not
affect determination of such officers' bonuses.

All executive officers other than the chief executive officer also
participate in the Corporation's general officer bonus plan. This plan provides
an award of about one month's salary if a specified return on equity target is
met, and the award is subject to approval by the chief executive officer (such
approval is based on a subjective evaluation of individual performance).

The chief executive officer bonus is based 30 percent on achievement of a
corporate earnings per share goal, and 70 percent on achievement of goals which
are established at the beginning of each year to enhance shareholder value. For
1993, the Corporation's earnings per share exceeded the earnings per share goal.
Also, the Committee determined that the chief executive officer substantially
met all of the established goals (the Committee believes identifying the
specific factors and criteria underlying the goals would adversely affect the
Corporation). Consequently, the chief executive officer was awarded an
appropriate bonus.

Long-term Incentives

In order to link the interests of the Corporation's shareholders and senior
management, the Corporation maintains a stock incentive plan. Stock options and
restricted stock may be granted under the plan. Awards are based on position and
individual performance. Among other conditions, stock options are granted
subject to a vesting schedule. Options may be exercised after vesting. However,
to encourage long-term share retention, shares acquired pursuant to option
exercise must generally be held at least 3 years, or any profits from sale must
be repaid to the Corporation.

For 1993, options were granted to the executive officers other than the
chief executive officer based on their position and a subjective assessment of
individual performance. Mr. Moore also received a grant of 28,127 options based
on his employment agreement.

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<PAGE> 14

For 1993, the chief executive officer received a grant of 41,939 options
and a restricted stock award of 17,680 shares based on his employment agreement,
and a grant of 55,276 options pursuant to reload option provisions on option
exercises where he used already-owned shares to effect the exercise. Otherwise,
the Committee awarded no new options to the chief executive officer in 1993.

SALARY AND BENEFITS COMMITTEE

Marvin E. Bruce, Chair
Albert M. Austin
R. Brad Martin
Mike P. Sturdivant

PERFORMANCE GRAPH

The following graph sets forth the Corporation's cumulative total
shareholder return (assuming reinvestment of dividends) as compared to the S&P
500 and the NYSE Financial Indicator over a five-year period beginning December
31, 1988.

Note: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.

December 31... UPC S&P 500 NYSE Financial
1988 100.00 100.00 100.00
1989 92.19 131.59 121.81
1990 59.90 127.49 95.22
1991 130.13 166.17 134.71
1992 226.63 178.81 156.67
1993 241.60 196.75 169.14

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<PAGE> 15

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Salary and Benefits Committee (the "Committee") of the Board of
Directors is composed entirely of nonemployee directors. Messrs. Austin, Bruce,
Martin and Sturdivant currently serve as members of the Committee.

Acorn Hill Company acted as consultant for UPNB and received fees of
$28,875 during 1993 for consulting on the construction of UPNB's building at
6200 Poplar Avenue, Memphis, Tennessee. Director Albert M. Austin is the 100%
shareholder of Acorn Hill Company. The consulting arrangement was negotiated on
an arms-length basis.

CERTAIN RELATIONSHIPS AND TRANSACTIONS

During 1993, some of the directors and officers of the Corporation, and
other persons and entities with which they are affiliated, were customers of,
and had in the ordinary course of business banking transactions with, the
Corporation's subsidiary banks. All loans included in such transactions were
made on substantially the same terms, including interest rates and collateral
requirements, as those prevailing at the time for comparable transactions with
other persons and, in the opinion of management, did not involve more than the
normal risk of collectibility or present other unfavorable features. Such loans
aggregated approximately 7% of shareholders' equity as of December 31, 1993.

The Board of Directors approved a demand loan from the Corporation in the
amount of $487,500 during 1991 to B.W. Rawlins Jr., Chairman and CEO of the
Corporation, to enable and encourage him to purchase Corporation stock. The
interest rate was set at UPNB's prime rate as from time to time in effect and
was payable quarterly. The principal, the outstanding amount of which was
$487,500 as of December 31, 1993, was paid in full February 14, 1994.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors to file reports of ownership and changes in
ownership with the SEC and the New York Stock Exchange. Officers and directors
are required by SEC regulation to furnish the Corporation with copies of all
Section 16(a) forms filed. Based solely upon review of copies of such forms, or
written representations that there were no unreported holdings or transactions,
the Corporation believes that for the most recent fiscal year all Section 16(a)
filing requirements applicable to its officers and directors were complied with
on a timely basis.

SOLICITATION OF PROXIES

Some of the Corporation's directors and officers who will receive no
additional compensation, may solicit proxies in person, and by telephone,
telegraph, telecopier, and mail from brokerage houses and other institutions,
nominees, fiduciaries and custodians, who will be requested to forward the proxy
materials to beneficial owners of the Common Stock. The Corporation will, upon
request, reimburse such intermediaries for their reasonable expenses in
forwarding proxy materials but will not pay fees, commissions, or other
compensation.

To assist in the proxy solicitation by the Board of Directors, the Trust
Division of UPNB has been retained. Trust Division management is expected to
communicate in person, or by telephone, telegraph, telecopier, or mail with
those shareholders who have not responded within a reasonable time to urge such
shareholders to sign and return their proxies. The cost of solicitation of
proxies will be borne by the Corporation.

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<PAGE> 16

SHAREHOLDER PROPOSALS

Any shareholder proposals intended to be presented at the Corporation's
1995 Annual Meeting of Shareholders must be received in writing by the
Corporation at the corporate offices no later than November 23, 1994.

ANNUAL REPORT AND EXHIBITS

The Corporation's Annual Report to Shareholders is enclosed with this proxy
statement. The following section of Part I of the Annual Report on Form 10-K,
submitted to the Securities and Exchange Commission, is hereby incorporated by
reference into this proxy statement: "Executive Officers of the Registrant."
Neither the Annual Report to Shareholders nor the Form 10-K is to be considered
proxy-soliciting material except to the extent expressly incorporated by
reference herein.

ANY SHAREHOLDER WHO WISHES TO OBTAIN A COPY, WITHOUT CHARGE, OF THE
CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31,
1993, WHICH INCLUDES FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES,
WHICH IS REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY
CONTACT CLAIRE WATTS, MARKETING DIVISION, AT P.O. BOX 387, MEMPHIS, TENNESSEE,
38147, OR AT TELEPHONE NUMBER 901/383-6780.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ J. F. Springfield
---------------------
J. F. Springfield
Secretary

Memphis, Tennessee
March 18, 1994

PLEASE MARK, DATE, SIGN, AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY STILL VOTE IN PERSON, SINCE THE PROXY MAY BE REVOKED AT ANY
TIME PRIOR TO ITS EXERCISE BY DELIVERING TO THE SECRETARY OF THE CORPORATION A
WRITTEN REVOCATION OF THE PROXY.

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<PAGE> 17

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, UNION PLANTERS CORPORATION

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned shareholder of Union
Planters Corporation, do hereby nominate, constitute and appoint JOHN H.
HEMBREE, THOMAS R. PRICE and TIMMONS L. TREADWELL, III, or either one or any of
them, my true and lawful attorney(s) with full power of substitution for me and
in my name, place and stead, to vote all of the Common Stock of said Corporation
standing in my name on its books at the close of business on February 17, 1994
at the Annual Meeting of Shareholders thereof, to be held at the Union Planters
Administrative Center, Assembly Room C, Lake Level, 7130 Goodlett Farms Parkway,
Memphis, Tennessee 38018, on April 28, 1994 at 10:00 a.m. and at any adjournment
thereof, with all the powers the undersigned would possess if personally
present, as follows:

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS. / / FOR THE NOMINEES LISTED BELOW / / WITHHOLD AUTHORITY (TO VOTE FOR
(EXCEPT AS MARKED TO THE CONTRARY ALL NOMINEES LISTED BELOW)
BELOW)
</TABLE>

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
CLASS I

Marvin E. Bruce Robert B. Colbert, Jr. Stanley D. Overton

2. RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE AS THE INDEPENDENT
ACCOUNTANTS AND AUDITORS OF THE CORPORATION.

/ / FOR / / AGAINST / / ABSTAIN

IN RESPECT OF OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF, THIS PROXY SHALL BE VOTED AS THE BOARD OF DIRECTORS MAY
RECOMMEND.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

THIS PROXY MAY BE REVOKED PRIOR TO ITS EXERCISE. THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2. IF OTHER
MATTERS PROPERLY COME BEFORE SAID MEETING, OR IF ANY NOMINEE FOR DIRECTOR
BECOMES UNAVAILABLE FOR ELECTION, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH
THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" PROPOSALS 1 AND 2.

NOTE: PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY AS SOON AS POSSIBLE.

DATED: , 1994
----------------------

-----------------------------------
SIGNATURE OF SHAREHOLDER(S)