UNION PLANTERS CORP, 424B3, 1995-10-31

UNION PLANTERS CORP
424B3, 1995-10-31
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 33-63319

PROSPECTUS
4,192,376 SHARES OF COMMON STOCK
OF
UNION PLANTERS CORPORATION

PROXY STATEMENT
CAPITAL BANCORPORATION, INC.
SPECIAL MEETING TO BE HELD WEDNESDAY, NOVEMBER 29, 1995

This Prospectus and Proxy Statement (hereinafter referred to as the
"Prospectus") relates to up to 4,192,376 shares of common stock, $5.00 par
value per share (the "UPC Common Stock") of Union Planters Corporation ("UPC"),
a Tennessee-chartered bank holding company, to be issued to holders of common
stock, $0.10 par value per share (the "CBI Common Stock") of Capital
Bancorporation, Inc. ("CBI"), a Missouri-chartered bank holding company, in a
merger (the "Merger") in which CBI would be merged with and into CBI
Acquisition Company, Inc., ("Acquisition Company"), a Tennessee corporation
which is a wholly-owned subsidiary of UPC. The Merger is to be consummated
pursuant to an Agreement and Plan of Reorganization dated as of June 20, 1995,
by and between CBI, Acquisition Company and UPC, as amended and restated June
22, 1995 (the "Reorganization Agreement"), along with the Plan of Merger ("Plan
of Merger") annexed thereto as Exhibit A. In the Merger, those persons who are
record holders of CBI's Common Stock outstanding immediately prior to the
effective time of the Merger ("CBI Record Shareholders") would receive in
exchange for each of their shares of CBI Common Stock, 1.185 shares of UPC
Common Stock (the "Exchange Ratio").

In addition to the consideration to be paid the CBI Record
Shareholders, as a result of the Merger being consummated, options issued under
the CBI 1990 Stock Option Plan to purchase shares of CBI Common Stock which are
outstanding immediately prior to the effective time of the Merger ("CBI
Options") will be amended automatically to become options to purchase, at their
exercise prices and pursuant to their terms, that number of shares of UPC
Common Stock as equals the Exchange Ratio for every one share of CBI Common
Stock that could otherwise have been purchased upon exercise of such CBI
Options.

Warrants to purchase CBI Common Stock ("CBI Warrants") which are
currently outstanding expire by their own terms on December 31, 1995. Should
the Merger become effective prior to December 31, 1995, then any unexercised
CBI Warrants would be automatically amended to represent the right to purchase,
at its purchase price and pursuant to its terms, that number of shares of UPC
Common Stock as equals the Exchange Ratio for every one share of CBI Common
Stock that could otherwise have been purchased upon exercise of such CBI
Warrant. Otherwise, the Merger will have no effect on the CBI Warrants which
will expire on December 31, 1995 regardless of whether the Merger is closed.

CBI's 9% Convertible Subordinated Capital Notes ("CBI Capital Notes")
outstanding immediately prior to the effective time of the Merger will be
automatically modified such that each $20 of outstanding principal would be
convertible, at the option of the holder, into that
<PAGE> 2

number of shares of UPC Common Stock as equals the Exchange Ratio instead of
one share of CBI Common Stock.

CBI's Depositary Shares ("Depositary Shares") outstanding immediately
prior to the effective time of the Merger will be redeemed for $20.00 per
Depositary Share, plus accrued and unpaid dividends to the redemption date,
which date is anticipated to be the date the Merger is consummated. Each
Depositary Share represents a 1/25 interest in a share of CBI's Series C 9.75%
Increasing Rate, Redeemable Cumulative Preferred Stock, $500 liquidation
preference per share (the "CBI Series C Preferred Stock").

UPC will not issue fractional shares of UPC Common Stock to CBI Record
Shareholders as a result of the Merger. Instead, after aggregating all whole
and fractional shares of UPC Common Stock otherwise due to a CBI Record Holder,
any resulting fractional share will be settled with a cash payment determined
by multiplying such fraction by the average of the last sale prices of UPC
Common Stock on the New York Stock Exchange ("NYSE") for the ten trading days
next preceding the date the Merger is closed (the "Closing Date"). Fractional
shares of UPC Common Stock will not be issued after the effective time of the
Merger to persons exercising CBI Options, CBI Warrants (if the Merger closed
prior to December 31, 1995), or surrendering CBI Capital Notes for conversion
into shares of UPC Common Stock. Instead, after aggregating all whole and
fractional shares of UPC Common Stock otherwise due to such persons, any
resulting fractional share will be settled with a cash payment determined by
multiplying such fraction by the last sale price of UPC Common Stock on the
date of exercise of such CBI Option or CBI Warrant or conversion of such CBI
Capital Note. See "THE MERGER--Terms of the Merger" and Sections 2.7, 2.8 and
3.1(d) and 3.1(e) of the Reorganization Agreement, a copy of which is annexed
as Appendix A to this Prospectus.

The annexed Notice of Special Meeting of Shareholders and this
Prospectus explain the Merger, the Exchange Ratio, the Reorganization Agreement
and the Plan of Merger, and provide specific information relative to the
Special Meeting. Please read these materials carefully and thoughtfully
consider the information contained in them. In addition to the satisfaction of
certain contractual conditions, the prior approvals of not only the CBI Common
Stock Shareholders, but also of certain federal and state governmental
regulatory agencies, are required in order to consummate the Merger.

Shares of the UPC Common Stock are now, and the UPC Common Stock to be
issued in connection with the Merger will be, listed for trading on the NYSE
under the symbol "UPC." The last reported sale price of UPC Common Stock on
the NYSE on October 26, 1995, was $30.25 per share. Based on the market value
of the UPC Common Stock on October 26, 1995, the value of the UPC Common Stock
to be received for each share of CBI Common Stock, which is listed on the
National Association of Securities Dealers Automated Quotation/National Market
System ("Nasdaq National Market"), symbol "CABK", would be approximately
$35.85. However, the value of UPC Common Stock is subject to fluctuation, and
the value of the UPC Common Stock to be received by CBI Record Shareholders
upon consummation of the Merger may be more or less than $35.85.
<PAGE> 3

All information contained in this Prospectus pertaining to UPC and its
subsidiaries, including Acquisition Company, has been supplied by UPC, and all
information pertaining to CBI and its subsidiaries has been supplied by CBI.
This Prospectus and the accompanying Proxy Appointment Cards are first being
mailed to the CBI Common Stock Shareholders on or about October 31, 1995.

THE SHARES OF UPC COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
SAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS/PROXY STATEMENT IS OCTOBER 31, 1995.
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<S> <C>
AVAILABLE INFORMATION (i)

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE (i)

SUMMARY 1
Parties to the Merger 1
Special Meeting of CBI Common Stock Shareholders 4
Votes Required; Record Date 4
Terms of the Merger 5
Effective Date 6
Reasons for the Merger; Recommendations of Board of Directors 7
Fairness Opinion of Financial Advisor 7
Waiver and Amendment; Termination 7
Conditions; Regulatory Approvals 8
Limitation on Negotiations 8
Management After the Merger 8
Interests of Certain Persons in the Merger 9
Shareholders' Dissenters' Rights 9
Comparison of the Rights of UPC and CBI Common Stock Shareholders 9
Provisions That May Have an Anti-Takeover Effect 10
Certain Federal Income Tax Consequences 10
Accounting Treatment 10
Market Prices of UPC and CBI Common Stock 10
Selected Consolidated Financial Data 12
Recent Developments Affecting UPC 20
Equivalent and Pro Forma Per Share Data 22
Pro Forma Condensed Consolidated Financial Information 25

THE SPECIAL MEETING 31
Time and Place of Special Meeting; Solicitation of Proxies; Revocation 31
Votes Required 32
Voting 32
CBI Common Stock Shareholders' Dissenters' Rights 33
Recommendation 34

THE MERGER 35
Background of and Reasons for the Merger 35
Fairness Opinion of Financial Advisor 36
Terms of the Merger 42
Effective Date and Effective Time of the Merger 44
Surrender of Certificates 44
Conditions to Consummation of the Merger 45
Regulatory Approvals 47
Conduct of Business Pending the Merger 48

</TABLE>
<PAGE> 5

<TABLE>
<S> <C>
Payment of Dividends 49
Waiver and Amendment; Termination 49
Management after the Merger 50
Interests of Certain Persons in the Merger 51
Limitation on Negotiations 53
Certain Federal Income Tax Consequences 53
Accounting Treatment 55
Expenses 55
Resales of UPC Common Stock 55

CERTAIN REGULATORY CONSIDERATIONS 56

DESCRIPTION OF THE UPC COMMON AND PREFERRED STOCK 57
The UPC Common Stock 58
UPC Preferred Stock 59

CERTAIN PROVISIONS THAT MAY HAVE AN ANTI-TAKEOVER EFFECT 60

EFFECT OF MERGER ON RIGHTS OF CBI COMMON STOCK SHAREHOLDERS 61
Removal of Directors 62
Required Shareholder Votes 62
Election of Directors 62
Method of Casting Votes 62
Share Purchase Rights Plan 63
Restrictions on Changes in Control 63

VALIDITY OF UPC COMMON STOCK 63

EXPERTS 64

INDEX TO APPENDICES 65

Appendix A Agreement and Plan of Reorganization dated as of June 20, 1995, as amended and restated June 22,
1995, along with the Plan of Merger annexed as Exhibit A thereto.

Appendix B Fairness Opinion of Financial Advisor

Appendix C Dissenters' Rights provisions of The General and Business Corporation Law of Missouri.

</TABLE>
<PAGE> 6

AVAILABLE INFORMATION

Both UPC and CBI are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith both UPC and CBI file reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
regional offices of the Commission located at Room 1228, 75 Park Place, New
York, New York 10007 and 500 West Madison Street, Chicago, Illinois 60661-2511.
Copies of such material can be obtained by mail from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, such reports, proxy statements and other
information concerning UPC can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005. Reports, proxy
statements and other information concerning CBI can also be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006. UPC has filed with the Commission a Registration
Statement (No. 33-63319) on Form S-4 (together with any amendments thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of UPC Common Stock to be issued
pursuant to the Reorganization Agreement. This Prospectus does not contain all
of the information set forth in the Registration Statement and the Exhibits
thereto. Certain items have been omitted as permitted by the rules and
regulations of the Commission.

For further information regarding UPC and the UPC Common Stock offered
by this Prospectus, reference is made to the complete Registration Statement,
including all amendments thereto and the schedules and exhibits filed as a part
thereof. Statements contained herein concerning provisions of documents are
necessarily summaries of the documents and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed by UPC and CBI with the
Commission (except as otherwise indicated, under Commission File Number 1-10160
as to UPC and Commission File Number 0-17710 as to CBI) pursuant to the
Exchange Act are hereby incorporated by reference in this Prospectus:

1. UPC's Annual Report on Form 10-K for the year ended December
31, 1994;

2. UPC's Quarterly Reports on Form 10-Q for the three-month
period ended March 31, 1995, and for the three- and six-month
periods ended June 30, 1995;

3. UPC's Registration Statement on Form 8-A dated January 19,
1989, filed on February 1, 1989 (Commission File Number
0-6919), in connection with UPC's designation and
authorization of its Series A Preferred Stock;
<PAGE> 7

4. UPC's Current Report on Form 8-K dated December 31, 1994, as
filed January 13, 1995 and amended on January 31, 1995.

5. UPC's Current Report on Form 8-K dated April 27, 1995, as
filed on April 27, 1995;

6. UPC's Current Report on Form 8-K dated June 20, 1995, as filed
on June 27, 1995;

7. UPC's Current Report on Form 8-K dated July 27, 1995, as filed
on July 27, 1995;

8. UPC's Current Reports on Form 8-K dated August 21, 1995, as
filed on August 22, 1995, and dated August 22, 1995, as filed
on August 22, 1995;

9. UPC's Current Report on Form 8-K dated October 26, 1995, as
filed on October 26, 1995.

10. The description of the UPC Common Stock contained in UPC's
Registration Statement under Section 12(b) of the Exchange Act
and any amendment or report filed for the purpose of updating
such description;

11. CBI's Annual Report on Form 10-K for the year ended December
31, 1994;

12. CBI's Quarterly Reports on Form 10-Q for the three-month
period ended March 31, 1995, and for the three- and six-month
periods ended June 30, 1995;

13. CBI's Registration Statement on Form 8-A dated June 9, 1992,
filed on June 11, 1992 in connection with CBI's designation
and authorization of its Series C 9.75% Increasing Rate,
Redeemable, Cumulative Preferred Stock.

14. CBI's Current Report on Form 8-K dated June 22, 1995, filed on
June 28, 1995, as amended by CBI's Current Report on Form
8-K/A-1 dated as of July 27, 1995, and filed on July 28, 1995;

15. The description of CBI Common Stock set forth in CBI's
Registration Statement under Section 12(g) of the Exchange Act
and any amendment or report filed for the purpose of updating
such description.

The fact that a report has been listed above does not mean that it has
not been superseded or amended, in whole or in part, by a subsequent report.

UPC's Annual Report on Form 10-K for the year ended December 31, 1994,
incorporates by reference specific portions of UPC's Annual Report to
Shareholders for that year (UPC's "Annual Report to Shareholders" which is
Exhibit 13 to said Form 10-K) but does not incorporate other portions of UPC's
Annual Report to Shareholders. The portion of UPC's Annual Report to
Shareholders captioned "Letter to Shareholders" and other portions of UPC's
Annual Report

(ii)
<PAGE> 8

to Shareholders not specifically incorporated into UPC's Annual Report on Form
10-K are not incorporated herein and are not a part of the Registration
Statement.

CBI's Annual Report on Form 10-K for the year ended December 31, 1994,
incorporates by reference specific portions of CBI's Annual Report to
Shareholders for that year (CBI's "Annual Report to Shareholders" which is
Exhibit 13 to said Form 10-K) but does not incorporate other portions of CBI's
Annual Report to Shareholders. The portion of CBI's Annual Report to
Shareholders captioned "Letter to Shareholders" and other portions of CBI's
Annual Report to Shareholders not specifically incorporated into CBI's Annual
Report on Form 10-K are not incorporated herein and are not a part of the
Registration Statement.

All documents filed by UPC and CBI with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the shares
of the UPC Common Stock offered hereby shall likewise be incorporated herein by
reference and shall become a part hereof from and after the time such documents
are filed. Any statement contained herein or in a document incorporated herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently-filed
document which also is incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS (OTHER THAN EXHIBITS TO
SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE)
ARE AVAILABLE, WITHOUT CHARGE, TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER,
TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST, IN THE CASE
OF DOCUMENTS RELATING TO UPC, TO UNION PLANTERS CORPORATION, POST OFFICE BOX
387, MEMPHIS, TENNESSEE 38147 (TELEPHONE NUMBER (901) 383-6584), ATTENTION: E.
JAMES HOUSE, SECRETARY, OR IN THE CASE OF DOCUMENTS RELATING TO CBI, TO CAPITAL
BANCORPORATION, INC., 407 NORTH KINGSHIGHWAY, FOURTH FLOOR, CAPE GIRARDEAU,
MISSOURI 63701 (TELEPHONE NUMBER (314) 334-0700), ATTENTION: DAVID G. COLLIER,
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY. IN ORDER TO
ENSURE DELIVERY OF THE DOCUMENTS PRIOR TO THE SPECIAL MEETING, REQUESTS SHOULD
BE RECEIVED PRIOR TO NOVEMBER 21, 1995.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS DOCUMENT NOR ANY DISTRIBUTION OF
SECURITIES MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF UPC OR

(iii)
<PAGE> 9

CBI SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.

(iv)
<PAGE> 10

SUMMARY

THE FOLLOWING SUMMARY IS NOT INTENDED TO BE A COMPLETE DESCRIPTION OF
ALL MATERIAL FACTS REGARDING UPC, ACQUISITION COMPANY, CBI AND THE MATTERS TO
BE CONSIDERED AT THE SPECIAL MEETING, AND IS QUALIFIED IN ALL RESPECTS BY THE
INFORMATION APPEARING ELSEWHERE OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, THE APPENDICES HERETO AND THE DOCUMENTS REFERRED TO HEREIN.

PARTIES TO THE MERGER

UPC. Union Planters Corporation ("UPC") is a multi-state bank
holding company and savings and loan holding company headquartered in Memphis,
Tennessee. At June 30, 1995, UPC had total consolidated assets of
approximately $9.7 billion, loans of approximately $6.1 billion, deposits of
approximately $8.3 billion and shareholders' equity of approximately $812
million. As of that date UPC was the second-largest independent bank holding
company headquartered in Tennessee as measured by consolidated assets.

In recent years UPC's Management has emphasized asset quality and
maintenance of capital well in excess of regulatory minima. At June 30, 1995,
UPC's ratio of nonperforming loans to total loans was .41% and its ratio of
nonperforming assets to loans and foreclosed property was .51%. The ratio of
UPC's allowance for losses on loans to total loans at such date was 1.95% and
the ratio of UPC's allowance for losses on loans to nonperforming loans was
475%. Also at such date, UPC's Tier 1 risk-based capital, total risk-based
capital and leverage ratios were 12.98%, 15.49% and 7.96%, respectively.

UPC conducts its business activities through its principal bank
subsidiary, the $2.1 billion asset Union Planters National Bank, founded in
1869 and headquartered in Memphis, Tennessee; and 32 other bank subsidiaries
and two savings and loan subsidiaries located in Tennessee, Mississippi,
Arkansas, Louisiana, Alabama and Kentucky (collectively, the "UPC Banking
Subsidiaries"). Through the UPC Banking Subsidiaries, UPC provides a
diversified range of financial services in the communities in which they
operate, including traditional banking services; consumer, commercial and
corporate lending; retail banking and mortgage banking. UPC also is engaged in
mortgage servicing; investment management and trust services; the issuance and
servicing of credit and debit cards; and the origination, packaging and
securitization of the government-guaranteed portions of Small Business
Administration loans.

Through the UPC Banking Subsidiaries, UPC operates approximately 383
banking offices. UPC's assets are allocable by state to its banking offices
approximately as follows: $5.9 billion in Tennessee, $2.4 billion in
Mississippi, $742 million in Arkansas, $501 million in Louisiana, $267 million
in Alabama and $108 million in Kentucky.

Acquisitions have been, and are expected to continue to be, an
important part of the expansion of UPC's business. UPC completed four
acquisitions in 1992, 12 in 1993 and 13 in 1994, adding approximately $1.6
billion in total assets in 1992, $1.3 billion in 1993 and $3.8

1
<PAGE> 11

billion in 1994. UPC has completed two acquisitions in 1995, adding
approximately $170 million in assets. See "--Recent Developments Affecting
UPC--Recently Completed Acquisitions." Prior to the date hereof, UPC has
entered into agreements to acquire the following financial institutions: (i)
Eastern National Bank, Miami, Florida, a national banking association ("ENB");
(ii) First Bancshares of Eastern Arkansas ("FBEA"), an Arkansas-chartered bank
holding company whose principal asset is First National Bank of West Memphis,
Arkansas; and (iii) First Bancshares of North Eastern Arkansas ("FBNEA"), an
Arkansas-chartered bank holding company whose principal asset is First National
Bank of Osceola, Arkansas. At June 30, 1995, ENB had total consolidated assets
of approximately $266 million, loans of approximately $165 million, deposits of
approximately $235 million and shareholders' equity of approximately $20.6
million. At June 30, 1995 FBEA had total consolidated assets of approximately
$58 million, loans of approximately $21 million, deposits of approximately $51
million and shareholders' equity of approximately $7.1 million. At June 30,
1995, FBNEA had total consolidated assets of approximately $60 million, loans
of approximately $28 million, deposits of approximately $53 million and
shareholders' equity of approximately $6.7 million. For additional information
regarding the acquisitions of ENB, FBEA and FBNEA, and the impact of the
acquisition of CBI on the financial condition of UPC, see "--Pro Forma
Condensed Consolidated Financial Information" and "--Recent Developments
Affecting UPC." For a discussion of UPC's acquisition program and UPC
Management's philosophy on that subject, see the caption "UPC's Pending
Acquisitions" (on pages 10 and 11) and Note 2 to UPC's audited consolidated
financial statements for the years ended December 31, 1994 and 1993 (on pages
43 through 47) contained in UPC's Annual Report to Shareholders which is
Exhibit 13 to UPC's Annual Report on Form 10-K for the year ended December 31,
1994, which Exhibit 13 is incorporated by reference herein to the extent
indicated.

UPC expects to continue to take advantage of the consolidation of the
financial services industry by further developing its franchise through the
acquisition of financial institutions. Future acquisitions may entail the
payment by UPC of consideration in excess of the book value of the underlying
net assets acquired, may result in the issuance of additional shares of UPC
capital stock or the incurring of additional indebtedness by UPC, and could
have a dilutive effect on the earnings or book value per share of UPC Common
Stock. Moreover, significant charges against earnings are sometimes required
incidental to acquisitions. For acquisitions which are currently pending, see
"-- Recent Developments Affecting UPC--Pending Acquisitions."

UPC controls risk through centralized loan review and audit functions
as well as close monitoring of the financial performance of each UPC Banking
Subsidiary. UPC also implements its asset and liability management strategy on
a consolidated basis and effects all trades for the investment portfolios of
the UPC Banking Subsidiaries. UPC seeks to achieve economies in the UPC
Banking Subsidiaries through consolidation of administrative and operational
processes and has recently completed its conversion of the UPC Banking
Subsidiaries to a common data processing system. The data processing system
conversion should permit UPC to realize significant cost savings.

2
<PAGE> 12

UPC's corporate office is located at 7130 Goodlett Farms Parkway,
Memphis, Tennessee 38018, and its telephone number is (901) 383-6000.

Additional information about UPC is included in the documents
incorporated by reference in this Prospectus. See "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."

CBI. CBI, a multi-bank holding company and savings and loan holding
company incorporated in Missouri in 1983, is headquartered in Cape Girardeau in
southeastern Missouri. CBI currently owns, directly or through subsidiaries,
three banks in southeastern Missouri, one bank in central Missouri, one bank in
Clayton, Missouri, a suburb of St. Louis, one bank in southwestern Missouri,
and a savings association located in northeastern Arkansas. CBI's subsidiary
banks operate from 35 banking locations. CBI's subsidiary banks are: Capital
Bank of Cape Girardeau County (the "Cape Girardeau Bank"); Capital Bank of
Sikeston (the "Sikeston Bank"); Capital Bank and Trust (the "St. Louis Bank");
Capital Bank of Perryville, National Association (the "Perryville Bank");
Capital Bank of Columbia (the "Columbia Bank"); Capital Bank of Southwest
Missouri (the "Springfield Bank"); and Capital Bank, a Federal Savings Bank
(the "Jonesboro Bank"). The Columbia Bank and the St. Louis Bank are
wholly-owned subsidiaries of Century State Bancshares, Inc. ("Century") and
Maryland Avenue Bancorporation, Inc. ("Maryland Bancorporation"), respectively,
which are both wholly-owned bank holding company subsidiaries of CBI. At June
30, 1995, on a consolidated basis, CBI had total assets of approximately $1.1
billion, total deposits of approximately $975 million, and total shareholders'
equity of approximately $78.3 million. For the six-month period ended June 30,
1995, CBI had net income of approximately $4.94 million. The Cape Girardeau
Bank, the Sikeston Bank, the Perryville Bank, the Columbia Bank, the St. Louis
Bank, the Springfield Bank and the Jonesboro Bank are referred to collectively
hereafter as the "CBI Subsidiary Banks". At June 30, 1995, the CBI Subsidiary
Banks had total assets and deposits in the following amounts:

<TABLE>
<CAPTION>
June 30, 1995
(In Thousands)
-------------------------------------
Assets Deposits
---------- --------
<S> <C> <C>
Cape Girardeau Bank $ 448,707 $387,151

Columbia Bank 80,510 70,837

Springfield Bank 208,262 187,200

St. Louis Bank 151,995 133,576

Sikeston Bank 65,074 60,050

Perryville Bank 77,507 70,269

Jonesboro Bank 81,762 65,986
---------- --------
TOTAL $1,113,817 $975,069
========== ========
</TABLE>

3
<PAGE> 13

CBI's corporate office is located at 407 North Kingshighway, Fourth
Floor, Cape Girardeau, Missouri, 63701, and its telephone number is (314)
334-0700.

Additional information about CBI is included in documents incorporated
by reference in this Prospectus. See "INCORPORATION OF DOCUMENTS BY REFERENCE."

Acquisition Company. Acquisition Company is a Tennessee corporation
which is wholly-owned by UPC and which was incorporated solely for the purpose
of consummating the Merger. Acquisition Company has its main office at 7130
Goodlett Farms Parkway, Memphis, Tennessee 38018. In the Merger, CBI would be
merged with and into Acquisition Company which would survive the Merger and
which would change its name to "Capital Bancorporation, Inc." After the
Merger, the survivor would operate as a wholly-owned subsidiary of UPC. The
current subsidiaries of CBI would become indirect subsidiaries of UPC. It is
currently anticipated that shortly after the Merger becomes effective, certain
of the subsidiaries of CBI would be consolidated among themselves or with
existing subsidiaries of UPC. See "--Management After the Merger."

SPECIAL MEETING OF CBI COMMON STOCK SHAREHOLDERS

A Special Meeting (the "Special Meeting") of the CBI Common Stock
Shareholders will be held on Wednesday, November 29, 1995 at 10:00 a.m., Central
Standard Time, at the Drury Lodge, Interstate 55 and Route K, Cape Girardeau,
Missouri, to consider and vote upon a proposal to approve the Reorganization
Agreement and the Plan of Merger. See "THE SPECIAL MEETING."

VOTES REQUIRED; RECORD DATE

Only CBI Common Stock Shareholders of record at the close of business
on October 11, 1995 (the "Record Date") will be entitled to receive notice of
and to vote at the Special Meeting. The affirmative votes of the holders of at
least two-thirds (2/3) of the shares of CBI Common Stock outstanding on the
Record Date are required to approve the Reorganization Agreement and the Plan
of Merger.

The directors and executive officers of CBI (the "CBI Management
Group") held beneficially as of the Record Date, 337,415 shares or
approximately 10.93% of the outstanding shares of CBI Common Stock which the
CBI Management Group has advised they intend to vote for approval of the
Reorganization Agreement and Plan of Merger. William G. Lauber and Douglas D.
Hommert, Co-Trustees of the Capital Trust dated February 4, 1994, the PAN Bank
Trust dated February 11, 1994, the CNN Bank Trust dated February 11, 1994, the
JJN Bank Trust dated February 4, 1994, and the MDN Bank Trust dated February 4,
1994 (collectively, the "Bank Trusts"), joined in the Reorganization Agreement
with CBI, UPC and Acquisition Company for the limited purpose of binding
themselves, as co-trustees of the Bank Trusts, to vote the 473,071 (15.32% of
outstanding) shares of CBI Common Stock

4
<PAGE> 14

owned by the Bank Trusts as of the Record Date in favor of the proposed Merger.
See "THE SPECIAL MEETING."

TERMS OF THE MERGER

Upon consummation of the Merger, each share of CBI Common Stock
outstanding immediately prior to the Effective Time of the Merger (except for
those shares with respect to which dissenters' rights shall have been perfected
in accordance with Section 351.455 of the General and Business Corporation Law
of Missouri (the "Missouri Act")) will be converted exclusively into the right
to receive 1.185 shares of UPC Common Stock in exchange for each share of CBI
Common Stock (the "Exchange Ratio"). The Exchange Ratio is, however, subject
to a downward adjustment in the event CBI Common Stock Shareholders exercise
their dissenters' rights as to more than seven percent of the outstanding
shares of CBI Common Stock, and the parties agree to consummate the Merger
rather than terminate the Reorganization Agreement. See "THE MERGER--Terms of
the Merger."

Pursuant to the terms of the Reorganization Agreement, CBI's Capital
Notes outstanding immediately prior to the Effective Time of the Merger will be
automatically modified so that each $20.00 of outstanding principal amount
thereof would be convertible, at the option of the holder, into that number of
shares of UPC Common Stock as shall equal the Exchange Ratio instead of one
share of CBI Common Stock. Likewise, CBI Options outstanding immediately prior
to the Effective Time of the Merger will be automatically amended to represent
options to purchase, on the same terms and conditions, that number of shares of
UPC Common Stock as shall equal the Exchange Ratio instead of one share of CBI
Common Stock. CBI's Depositary Shares outstanding immediately prior to the
Effective Time of the Merger, would be redeemed for $20 per Depositary Share
(which equates to $500 per share of Series C Preferred Stock), plus all accrued
but unpaid dividends thereon calculated to the redemption date, which
redemption date is expected to be the Effective Date of the Merger. In
addition, should any CBI Warrants be outstanding immediately prior to the
Effective Time of the Merger those CBI Warrants would be automatically amended
to represent the right to purchase, on the same terms and conditions, that
number of shares of UPC Common Stock as shall equal the Exchange Ratio instead
of one share of CBI Common Stock. The CBI Warrants expire on December 31, 1995
(the "CBI Warrant Expiration Date"). The CBI Warrant Expiration Date will not
be effected by the proposed Merger; therefore, regardless of when or whether
the Merger becomes effective, any holder of a CBI Warrant who wishes to
exercise such CBI Warrant must do so in accordance with the terms thereof on or
prior to the CBI Warrant Expiration Date. Any CBI Warrants which are not
exercised on or before the CBI Warrant Expiration Date will thereafter cease to
represent any right to acquire CBI Common Stock or UPC Common Stock.

In no event will UPC issue fractional shares of UPC Common Stock, but
instead will settle any fractional share in cash, without interest. The cash
amount to be paid to CBI Record Shareholders for a fraction of a share of UPC
Common Stock to be issued in the Merger will be determined by multiplying the
particular fraction by the average of the last sale prices of UPC Common Stock
on the NYSE for the ten (10) trading days next preceding the date the Merger

5
<PAGE> 15

is closed (the "Closing Date"). The cash amount to be paid for any fractional
share to holders of CBI Options, CBI Warrants (if any) or CBI Capital Notes
upon their exercise thereof, or upon conversion thereof in the case of the CBI
Capital Notes, will be determined by multiplying the particular fraction by the
last sale price of UPC Common Stock on the NYSE on the date the options,
warrants or capital notes are exercised or submitted for conversion, as the
case may be. In all cases the fraction will be determined after aggregating
all whole and fractions of shares of UPC Common Stock to which the holder is
entitled.

See "THE MERGER--Terms of the Merger" for a description of the
Exchange Ratio, potential adjustments to the Exchange Ratio and the effect of
the Merger being consummated on the CBI Options, CBI Warrants, CBI Capital
Notes and CBI Depositary Shares and underlying CBI Series C Preferred Stock.
See also Sections 2.7, 2.8, 2.9 and 3.1(d) and (e) of the Reorganization
Agreement, a copy of which is attached hereto as Appendix A, for the specific
provisions concerning these matters.

Based on the market value of the UPC Common Stock on October 26,
1995, the value of the UPC Common Stock to be received for each share of CBI
Common Stock would be approximately $35.85. However, the value of UPC Common
Stock is subject to fluctuation, and the value of the UPC Common Stock to be
received upon consummation of the Merger may be more or less than $35.85.

The market price of the UPC Common Stock may change significantly
prior to the effective date of the Merger. The Reorganization Agreement DOES
NOT contain any provisions which would cause an adjustment to the Exchange
Ratio based on the market price of UPC Common Stock. However, it is a
condition precedent to CBI's obligation to consummate the Merger that the
fairness opinion received by CBI's Board of Directors (the "CBI Board") from M.
A. Schapiro & Co., Inc. shall not have been withdrawn on or prior to the
Closing Date. See "THE MERGER--Fairness Opinion of Financial Advisor" and "THE
MERGER--Conditions to Consummation of the Merger".

EFFECTIVE DATE

The Merger would become effective at the time Articles of Merger are
filed with the Secretary of State of Tennessee, or at such later time as may be
set forth in the Articles of Merger (the "Effective Time of the Merger").
Assuming the timely receipt of all prior regulatory approvals, the expiration
of all statutory waiting periods and the satisfaction or waiver of all
contractual conditions to closing set forth in the Reorganization Agreement, it
is expected that the Merger would become effective in either the fourth quarter
of 1995 or the first quarter of 1996. The effective date of the Merger will
be the day on which the Effective Time of the Merger occurs (the "Effective
Date of the Merger"). Only CBI Record Shareholders will be entitled to receive
the shares of UPC Common Stock and cash payment for any fractional share to be
exchanged in the Merger pursuant to the Reorganization Agreement and Plan of
Merger.

6
<PAGE> 16

REASONS FOR THE MERGER; RECOMMENDATIONS OF BOARD OF DIRECTORS

The CBI Board believes the Merger is fair to, and in the best
interests of CBI and its shareholders and unanimously recommends that the CBI
Common Stock Shareholders vote "FOR" approval of the Reorganization Agreement
and Plan of Merger. The CBI Board, after consideration of a number of
alternatives available to CBI and the CBI Common Stock Shareholders, believes
that the Merger will enable the CBI Record Shareholders to participate in
opportunities for investment value and growth. The Merger and the resulting
affiliation with UPC's banking network would give CBI's Subsidiary Banks access
to a substantially larger base of capital and enhanced regulatory and operating
expertise. Moreover, affiliation with UPC will enhance the ability of the CBI
Subsidiary Banks to compete more effectively in their marketplaces and to enjoy
certain economies of scale in their banking operations. See "THE
MERGER--Background of and Reasons for the Merger."

FAIRNESS OPINION OF FINANCIAL ADVISOR

CBI has retained M. A. Schapiro & Co., Inc. ("M. A. Schapiro") as its
financial advisor in connection with the Merger and requested that M. A.
Schapiro render an opinion that as of the date of this Prospectus the Exchange
Ratio was fair from a financial point of view to the CBI Common Stock
Shareholders. A copy of M. A. Schapiro's written confirmation of such opinion
is attached hereto as Appendix B and should be read in its entirety with
respect to assumptions made, limitations on review undertaken and other
matters. The description of M. A. Schapiro's Opinion set forth herein is
qualified in its entirety by reference to the opinion.

See "THE MERGER--Fairness Opinion of Financial Advisor" for
information regarding, among other things, the selection of M. A. Schapiro and
its compensation for services rendered in connection with the Merger and its
rendering of such opinion.

WAIVER AND AMENDMENT; TERMINATION

Prior to the Effective Date of the Merger, any condition to
consummation of the Merger (to the extent permitted by law) may be amended,
modified or waived by the party benefitted by the provision by an agreement in
writing which is approved by the Board of Directors of UPC (the "UPC Board")
and the CBI Board; provided, however, that no such amendment may be effected
after approval by the CBI Common Stock Shareholders of the Reorganization
Agreement and Plan of Merger without such shareholders' approval if the effect
of such amendment would be to change the amount or type of consideration to be
paid in the Merger to the CBI Record Shareholders at the Effective Time of the
Merger, or the tax consequences to such CBI Record Shareholders.

The Reorganization Agreement and Plan of Merger is subject to
termination by UPC and/or CBI at any time prior to the Effective Date of the
Merger upon the occurrence of certain events. See "The Merger--Waiver and
Amendment; Termination."

7
<PAGE> 17

CONDITIONS; REGULATORY APPROVALS

Consummation of the Merger is subject to various conditions, including
receipt of the approval of the CBI Common Stock Shareholders, receipt of the
required prior regulatory approvals and satisfaction of certain customary
contractual closing conditions.

The regulatory approvals and consents necessary to consummate the
transactions contemplated by the Reorganization Agreement include the prior
approval of the Board of Governors of the Federal Reserve System (the "Federal
Reserve") and the Missouri Division of Finance (the "Missouri Division").
Applications for such approvals were submitted to each of the respective
regulatory agencies on or about August 21, 1995. As of the date hereof, only
the approval of the Missouri Division has been received. There can be no
assurance as to when or if UPC and CBI will receive all of the necessary
regulatory approvals. See "THE MERGER--Conditions to Consummation of the
Merger," "-- Regulatory Approvals", "--Conduct of Business Pending the Merger"
and "CERTAIN REGULATORY CONSIDERATIONS."

LIMITATION ON NEGOTIATIONS

CBI is prohibited from instituting, soliciting or knowingly
encouraging any inquiry, discussion or proposal concerning any "Acquisition
Proposal" (defined generally as any agreement or proposal pursuant to which any
entity other than UPC or any UPC subsidiary would acquire ownership, directly
or indirectly, of CBI or any CBI Subsidiary Bank, or the right to vote ten
percent (10%) or more of the outstanding CBI Common Stock or the outstanding
voting stock of any CBI Subsidiary Bank, or a significant portion of the assets
or earning power of CBI or any CBI Subsidiary Bank). In the event CBI were to
enter into a letter of intent or agreement with respect to an Acquisition
Proposal, CBI or the acquiror would be required to pay liquidated damages to
UPC in the amount of $6 million. Such sum would be payable immediately in the
event that CBI were to enter into a letter of intent or agreement with respect
to an Acquisition Proposal. The limitation will remain in effect until April
30, 1996, unless before that date either the Merger shall have been consummated
or the Reorganization Agreement shall have been terminated, or if the Merger
shall not have been consummated under specified circumstances. See "THE
MERGER--Limitation on Negotiations."

MANAGEMENT AFTER THE MERGER

Those persons serving as directors and officers of CBI immediately
prior to the Effective Time of the Merger will not be directors or officers of
Acquisition Company as the surviving entity. Instead, the directors and
officers of Acquisition Company after the Effective Time of the Merger shall be
those persons as UPC shall elect or appoint. It is expected that the directors
and officers of Acquisition Company after the Merger will be persons who are
officers of UPC.

While the directors and officers of CBI will be affected by the
Merger, it is expected that the directors and officers of the CBI Subsidiary
Banks will continue to hold their positions after the Merger, with certain
exceptions in connection with the anticipated mergers of the Sikeston

8
<PAGE> 18

Bank and the Perryville Bank with and into the Cape Girardeau Bank, and the
anticipated merger of the Jonesboro Bank with and into Union Planters Bank of
Northeast Arkansas, each of which are expected to occur only if the Merger is
consummated. This is consistent with UPC's operational philosophy of having
its subsidiary banks operate autonomously in their respective communities with
the banking decisions being made, within broad guidelines established by UPC,
by a local board of directors and executive management.

It is not anticipated that anyone who is a director or executive
officer of CBI will be nominated as a director of UPC or appointed as an
executive officer of UPC or any UPC Banking Subsidiary. UPC and CBI have been
informed by Mr. Van H. Puls, CBI's President and Chief Executive Officer, that
he will retire from any and all officer and director positions held with CBI
and all CBI Subsidiary Banks, upon consummation of the Merger. See "THE
MERGER--Management after the Merger."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

In connection with the Merger, certain employees of CBI and the CBI
Subsidiary Banks are eligible to receive payments in settlement of the terms of
agreements with CBI concerning such employee's termination with CBI and the CBI
Subsidiary Banks. See "THE MERGER--Interests of Certain Persons in the
Merger."

SHAREHOLDERS' DISSENTERS' RIGHTS

Under Missouri law a CBI Common Stock Shareholder entitled to vote at
the Special Meeting may dissent from the Merger and receive payment of the
"fair value" of such shares in cash if the Merger is consummated, by following
certain procedures set forth in Section 351.455 of the Missouri Act, the text
of which is attached hereto as Appendix C. Failure to follow such procedures
may result in the loss of dissenters' rights. Any CBI Common Stock Shareholder
returning an executed Proxy Appointment Card which does not provide
instructions to vote against the Merger will be deemed to have approved the
Reorganization Agreement and the Plan of Merger, thereby waiving any such
dissenters' rights. See "THE SPECIAL MEETING--Shareholders' Dissenters'
Rights" and Appendix C.

It is a condition to UPC's obligation to consummate the Merger that
dissenters' rights are not perfected under the Missouri Act for more than ten
percent of the outstanding shares of CBI Common Stock. Further, should
dissenters' rights be perfected for seven percent or more of the outstanding
CBI Common Stock the Exchange Ratio may be adjusted downward.

COMPARISON OF THE RIGHTS OF UPC AND CBI COMMON STOCK SHAREHOLDERS

Upon consummation of the Merger, holders of CBI Common Stock, whose
rights are presently governed by the Missouri Act and CBI's Restated Articles
of Incorporation and Bylaws, as amended, would become shareholders of UPC, a
Tennessee corporation. Accordingly, their rights would be governed by
Tennessee corporate law and the Charter and Bylaws of UPC.

9
<PAGE> 19

Certain differences arise from differences between the Charter and Bylaws of
UPC and the Restated Articles of Incorporation and Bylaws, as amended, of CBI.
See "EFFECT OF THE MERGER ON RIGHTS OF CBI COMMON STOCK SHAREHOLDERS."

PROVISIONS THAT MAY HAVE AN ANTI-TAKEOVER EFFECT

Certain provisions of UPC's Charter and Bylaws, and certain provisions
of Tennessee law, may have an anti-takeover effect in that they could prevent,
discourage or delay a change in control of UPC. See "DESCRIPTION OF UPC COMMON
AND PREFERRED STOCK" and "CERTAIN PROVISIONS THAT MAY HAVE AN ANTI-TAKEOVER
EFFECT."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

It is expected that for federal income tax purposes, the Merger will
qualify as a tax-free reorganization under Section 368 of the Internal Revenue
Code of 1986, as amended (the "Code"). Accordingly, for federal income tax
purposes, no gain or loss would be recognized by CBI Record Shareholders who
exchange their shares of CBI Common Stock solely for shares of UPC Common Stock
in the Merger. However, cash received in lieu of fractional shares, and cash
received by persons exercising dissenters' rights, may give rise to taxable
income or loss. ALL CBI COMMON STOCK SHAREHOLDERS ARE URGED TO CONSULT THEIR
OWN TAX ADVISOR TO DETERMINE THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO
THEM, INCLUDING THE APPLICABILITY OF VARIOUS FEDERAL, STATE, LOCAL AND FOREIGN
TAX LAWS. See "THE MERGER--Certain Federal Income Tax Consequences."

ACCOUNTING TREATMENT

The Merger is expected to be accounted for as a pooling of interests
under generally accepted accounting principles ("GAAP") as described in
Accounting Principles Board Opinion No. 16 and the interpretations thereof.
See "THE MERGER--Accounting Treatment."

MARKET PRICES OF UPC AND CBI COMMON STOCK

UPC Common Stock. The UPC Common Stock is listed and traded on the
NYSE (symbol: UPC). The following table sets forth for the periods indicated
the high and low closing sale prices of the UPC Common Stock on the NYSE and
the cash dividends declared per share for the periods indicated:

10
<PAGE> 20

<TABLE>
<CAPTION>
Price Range Cash Dividends
------------------------------ Declared Per
High Low Share
------ ------ --------------
<S> <C> <C> <C>
1995
First Quarter $24.50 $20.88 $0.23
Second Quarter 28.13 23.13 0.25
Third Quarter 30.75 26.13 0.25
Fourth Quarter
Through October 26, 1995 31.25 29.63 0.25
-----
Total $0.98
=====

1994
First Quarter $26.25 $23.13 $0.21
Second Quarter 28.75 24.75 0.21
Third Quarter 26.00 23.50 0.23
Fourth Quarter 24.50 19.63 0.23
-----
Total $0.88
=====

1993
First Quarter $29.13 $22.50 $0.18
Second Quarter 29.25 22.63 0.18
Third Quarter 30.00 25.00 0.18
Fourth Quarter 28.75 23.63 0.18
-----
Total $0.72
=====
</TABLE>

The last reported sale price of UPC Common Stock on the NYSE as of
October 26, 1995, which was the last practicable date prior to the mailing of
this Prospectus, was $30.25 per share.

CBI Common Stock. The CBI Common Stock is listed and traded on the
National Association of Securities Dealers Automated Quotation System/ National
Market System ("Nasdaq National Market") under the symbol "CABK". The
following table sets forth for the periods indicated the high and low closing
sales prices of CBI Common Stock as reported by the Nasdaq National Market and
the cash dividends declared per share for the periods indicated:

11
<PAGE> 21

<TABLE>
<CAPTION>
Price Range Cash Dividends
------------------------------ Declared Per
High Low Share
------ ------ --------------
<S> <C> <C> <C>
1995
First Quarter $24.75 $21.50 $0.18
Second Quarter 30.25 24.25 0.18
Third Quarter 35.25 30.00 0.19
Fourth Quarter
Through October 26, 1995 35.75 34.00 0.19
-----
Total $0.74
=====

1994
First Quarter $21.50 $19.00 $0.17
Second Quarter 22.25 20.50 0.17
Third Quarter 24.25 21.25 0.17
Fourth Quarter 24.75 21.50 0.18
-----
Total $0.69
=====

1993
First Quarter $19.25 $15.50 $0.16
Second Quarter 18.00 15.25 0.16
Third Quarter 22.50 17.50 0.16
Fourth Quarter 23.00 18.88 0.17
-----
Total $0.65
=====
</TABLE>

The last reported sale of CBI Common Stock on the Nasdaq National
Market as of October 26, 1995 which was the last practicable date prior to the
mailing of this Prospectus, was $35.50 per share.

CBI Common Stock Shareholders are advised to obtain current market
quotations for the UPC Common Stock. No assurance can be given as to the
market price of UPC Common Stock at the Effective Time of the Merger or anytime
thereafter.

SELECTED CONSOLIDATED FINANCIAL DATA

The following tables present for (i) UPC, (ii) CBI and (iii) UPC on a
pro forma basis, selected consolidated financial data for the five year period
ended December 31, 1994, and for the six-month periods ended June 30, 1995 and
1994. The information for UPC has been derived from the consolidated financial
statements of UPC, including the audited consolidated financial statements of
UPC incorporated in this Prospectus by reference to Exhibit 13 to UPC's 1994
Annual Report on Form 10-K for the year ended December 31, 1994, and the
unaudited interim consolidated financial statements of UPC for the three- and
six-month periods ended June 30, 1995, included in UPC's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, and should be read in
conjunction therewith and with the notes thereto. The information for CBI

12
<PAGE> 22

has been derived from consolidated financial statements of CBI, including the
audited consolidated financial statements of CBI incorporated in this
Prospectus by reference to Exhibit 13 to CBI's 1994 Annual Report on Form 10-K
for the year ended December 31, 1994, and the unaudited interim consolidated
financial statements of CBI for the three- and six-month periods ended June 30,
1995, included in CBI's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, and should be read in conjunction therewith and with the notes
thereto. Historical results are not necessarily indicative of results to be
expected for any future period. In the opinion of the managements of the
respective companies, all adjustments, consisting only of normal recurring
adjustments necessary to arrive at a fair statement of interim results of
operations of UPC and CBI, have been included. See "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."

On September 1, 1995, UPC completed its acquisition of Planters Bank &
Trust Company, Forrest City, Arkansas ("PBTC"), an Arkansas bank having
approximately $60 million in assets, in a transaction accounted for as a
pooling of interests. The PBTC transaction was not material to UPC and the
Selected Consolidated Financial Data have not been restated for the
transaction. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."

Certain information concerning UPC's recently completed and pending
acquisitions is presented on page 20 below.

13
<PAGE> 23

UPC Selected Consolidated Financial Data

<TABLE>
<CAPTION>
Six Months Ended
June 30, (6) Years Ended December 31, (1)
--------------------------------------------------------
1995 1994 1994 1993
--------------------------------------------------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C>
Income Statement Data
Net interest income $ 199,089 $ 188,528 $ 388,278 $ 343,710
Provision for losses on loans 3,686 1,800 3,636 16,558
Investment securities gains (losses) (3) 274 (20,298) 4,495
Other noninterest income 71,773 56,389 113,860 115,430
Noninterest expense 169,095 168,863 398,835 319,681
----------- ------------ ------------ -----------
Earnings before income taxes,
extraordinary item, and accounting changes 98,078 74,528 79,369 127,396
Applicable income taxes 31,197 22,889 20,761 37,420
----------- ------------ ------------ -----------
Earnings before extraordinary item and
accounting changes 66,881 51,639 58,608 89,976
Extraordinary item-defeasance of debt, net of taxes - - - (3,206)
Accounting changes, net of taxes - - - 5,782
----------- ------------ ------------ -----------

Net earnings $ 66,881 $ 51,639 $ 58,608 $ 92,552
=========== ============ ============ ===========

Per Common Share Data (2)
Primary
Earnings before extraordinary item and
accounting changes $ 1.56 $ 1.18 $ 1.25 $ 2.31
Extraordinary item-defeasance of debt, net of taxes - - - (0.09)
Accounting changes, net of taxes - - - 0.16
Net earnings 1.56 1.18 1.25 2.38
Fully diluted
Earnings before extraordinary item and
accounting changes 1.49 1.14 1.25 2.23
Extraordinary item-defeasance of debt, net of taxes - - - (0.08)
Accounting changes, net of taxes - - - 0.15
Net earnings 1.49 1.14 1.25 2.30
Cash dividends 0.48 0.42 0.88 0.72
Book value 17.86 16.64 16.01 16.29
<CAPTION>
Years Ended December 31, (1)
---------------------------------------------
1992 1991 1990
---------------------------------------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C>
Income Statement Data
Net interest income $ 281,148 $ 233,790 $ 206,529
Provision for losses on loans 27,182 34,203 26,304
Investment securities gains (losses) 14,019 2,624 83
Other noninterest income 98,590 90,697 92,076
Noninterest expense 279,464 238,475 231,733
---------- ---------- ----------
Earnings before income taxes,
extraordinary item, and accounting changes 87,111 54,433 40,651
Applicable income taxes 23,861 11,537 5,408
---------- ---------- ----------
Earnings before extraordinary item and
accounting changes 63,250 42,896 35,243
Extraordinary item-defeasance of debt, net of taxes - - -
Accounting changes, net of taxes - - -
---------- ---------- ----------

Net earnings $ 63,250 $ 42,896 $ 35,243
========== ========== ==========

Per Common Share Data (2)
Primary
Earnings before extraordinary item and
accounting changes $ 1.79 $ 1.32 $ 1.03
Extraordinary item-defeasance of debt, net of taxes - - -
Accounting changes, net of taxes - - -
Net earnings 1.79 1.32 1.03
Fully diluted
Earnings before extraordinary item and
accounting changes 1.77 1.32 1.03
Extraordinary item-defeasance of debt, net of taxes - - -
Accounting changes, net of taxes - - -
Net earnings 1.77 1.32 1.03
Cash dividends 0.60 0.48 0.48
Book value 14.02 12.77 11.77
</TABLE>

(continued on following page)

14
<PAGE> 24
UPC Selected Consolidated Financial Data (continued)

<TABLE>
<CAPTION>
Six Months Ended
June 30, (6) Years Ended December 31, (1)
----------------------------- ----------------------------
1995 1994 1994 1993
----------------------------- ----------------------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C>
Balance Sheet Data (at period end)
Total assets $ 9,745,439 $ 10,090,999 $ 10,015,069 $ 9,029,893
Loans, net of unearned income 6,085,087 5,388,459 5,949,128 4,653,368
Allowance for losses on loans 118,675 122,823 122,089 114,353
Investment securities 2,506,948 3,672,357 2,962,144 3,295,644
Deposits 8,263,263 8,341,007 8,417,842 7,671,621
Short-term borrowings 140,434 534,101 415,171 275,537
Long-term debt (3)
Parent company 114,816 114,764 114,790 114,729
Subsidiary banks 298,607 226,873 226,161 195,442
Total shareholders' equity 811,520 768,747 730,707 682,002
Average assets 9,787,388 9,961,386 10,025,383 8,857,216
Average shareholders' equity 779,517 769,170 778,232 639,874
Average shares outstanding (in thousands)
Primary 40,514 40,004 40,055 35,311
Fully diluted 45,005 44,486 40,397 39,541
Profitability and Capital Ratios
Before extraordinary item and accounting changes
Return on average assets 1.38 % 1.05 % 0.58 % 1.02 %
Return on average common equity 18.48 14.33 7.40 15.08
Net earnings
Return on average assets 1.38 1.05 0.58 1.04
Return on average common equity 18.48 14.33 7.40 15.55
Net interest income (taxable-equivalent) to
average earning assets (4) 4.62 4.35 4.39 4.44
Loans/deposits 73.64 64.60 70.67 60.66
Common and preferred dividend payout ratio 34.14 35.45 64.68 31.81
Equity/assets (period end) 8.33 7.62 7.30 7.55
Average shareholders' equity/average total assets 7.96 7.72 7.76 7.22
Tier 1 capital to risk-weighted assets (5) 12.98 13.68 12.22 13.58
Total capital to risk-weighted assets (5) 15.49 16.29 14.75 16.40
Leverage ratio (5) 7.96 7.43 7.18 7.23
Asset Quality Ratios
Allowance/period end loans 1.95 2.28 2.05 2.46
Nonperforming loans/total loans 0.41 0.47 0.32 0.59
Allowance/nonperforming loans 475 487 641 414
Nonperforming assets/loans and foreclosed properties 0.51 0.63 0.42 0.78
Provision/average loans 0.12 0.07 0.07 0.37
Net charge-offs/average loans 0.24 0.10 0.09 0.30

Years Ended December 31, (1)
---------------------------------------------
1992 1991 1990
---------------------------------------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C>
Balance Sheet Data (at period end)
Total assets $ 7,493,004 $ 5,928,496 $ 6,095,531
Loans, net of unearned income 3,585,769 3,132,924 3,376,435
Allowance for losses on loans 89,827 67,989 67,505
Investment securities 2,793,950 1,777,754 1,773,508
Deposits 6,441,991 5,145,181 5,182,379
Short-term borrowings 321,976 222,510 362,364
Long-term debt (3)
Parent company 74,292 38,163 44,662
Subsidiary banks 21,756 10,083 4,469
Total shareholders' equity 529,496 425,970 383,349
Average assets 6,934,718 5,928,927 6,096,808
Average shareholders' equity 494,529 398,651 386,800
Average shares outstanding (in thousands)
Primary 31,910 31,752 33,738
Fully diluted 34,754 32,105 34,078
Profitability and Capital Ratios
Before extraordinary item and accounting changes
Return on average assets 0.91 % 0.72 % 0.58 %
Return on average common equity 13.48 10.80 9.12
Net earnings
Return on average assets 0.91 0.72 0.58
Return on average common equity 13.48 10.80 9.12
Net interest income (taxable-equivalent) to
average earning assets (4) 4.62 4.54 4.02
Loans/deposits 55.66 60.89 65.15
Common and preferred dividend payout ratio 35.72 35.66 43.08
Equity/assets (period end) 7.07 7.19 6.29
Average shareholders' equity/average total assets 7.13 6.72 6.34
Tier 1 capital to risk-weighted assets (5) 13.35 11.91 9.98
Total capital to risk-weighted assets (5) 15.44 14.13 12.09
Leverage ratio (5) 7.11 7.10 6.18
Asset Quality Ratios
Allowance/period end loans 2.51 2.17 2.00
Nonperforming loans/total loans 1.32 1.09 1.07
Allowance/nonperforming loans 190 200 187
Nonperforming assets/loans and foreclosed properties 1.69 1.74 1.81
Provision/average loans 0.77 1.04 0.78
Net charge-offs/average loans 0.60 1.02 0.85
</TABLE>
- -------------------------------------------------------

(1) Reference is made to "Basis of Presentation" in Note 1 to the consolidated
financial statements.
(2) Share and per share amounts have been retroactively restated for material
acquisitions accounted for as poolings of interests.
(3) Long-term debt includes subordinated notes and debentures, obligations
under capital leases, mortgage indebtedness, and notes payable with
maturities greater than one year. Subsidiary banks' long-term debt is
primarily FHLB advances.
(4) Calculation does not include the impact of the unrealized gain or loss on
available for sale investment securities.
(5) The risk-based capital ratios are based upon capital guidelines prescribed
by federal bank regulatory authorities. Under those guidelines, the
required minimum Tier 1 and Total Capital to risk-weighted assets ratios
are 4% and 8%, respectively. The required minimum leverage ratio of Tier
1 capital to total adjusted assets is 3% to 5% (5% for bank holding
companies effecting acquisitions).
(6) Interim period ratios have been annualized where applicable.

15
<PAGE> 25

CBI Selected Consolidated Financial Data

Earnings before extraordinary item and accounting changes 4,937 3,606 7,253 7,030
Extraordinary item - Net operating loss benefits - - - -
Accounting changes, net of taxes - - - 21
---------- --------- --------- ---------
Net earnings $ 4,937 $ 3,606 $ 7,253 $ 7,051
========== ========= ========= =========

Per Common and Common Equivalent Share
Earnings before extraordinary item and accounting changes $ 1.33 $ 0.95 $ 1.90 $ 1.87
Extraordinary item - Net operating loss benefits - - - -
Accounting changes, net of taxes - - - 0.01
Net earnings 1.33 0.95 1.90 1.88
Cash dividends 0.36 0.34 0.69 0.65
Book value 20.99 19.43 19.99 18.75

<CAPTION>
Years Ended December 31,
---------------------------------------------
1992 1991 1990
---------------------------------------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C>
Income Statement Data
Net Interest income $ 24,063 $ 22,747 $ 18,961
Provision for losses on loans 1,889 1,757 1,880
Investment securities gains (losses) - - -
Other noninterest income 4,916 4,727 4,244
Noninterest expense 18,201 17,431 14,994
---------- --------- ---------
Earnings before income taxes, extraordinary item
and accounting changes 8,889 8,286 6,331
Applicable income taxes 3,187 2,906 2,393
---------- --------- ---------

Earnings before extraordinary item and accounting changes 5,702 5,380 3,938
Extraordinary item - Net operating loss benefits - - 85
Accounting changes, net of taxes - - -
---------- --------- ---------
Net earnings $ 5,702 $ 5,380 $ 4,023
========== ========= =========

Per Common and Common Equivalent Share
Earnings before extraordinary item and accounting changes $ 1.66 $ 2.04 $ 1.67
Extraordinary item - Net operating loss benefits - - 0.04
Accounting changes, net of taxes - - -
Net earnings 1.66 2.04 1.71
Cash dividends 0.60 0.42 0.32
Book value 17.34 16.45 16.14
</TABLE>

(continued on following page)

16
<PAGE> 26

CBI Selected Consolidated Financial Data (continued)

<TABLE>
<CAPTION>
Six Months Ended
June 30, (1) Years Ended December 31,
-------------------------- ----------------------------
1995 1994 1994 1993
-------------------------- ----------------------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C>
Balance Sheet Data (at period end)
Total assets $ 1,115,333 $ 926,346 $ 969,951 $ 890,051
Loans, net of unearned income 854,760 728,321 773,857 649,624
Allowance for losses on loans 13,702 11,278 11,877 11,146
Investment securities 115,418 122,688 121,966 135,437
Deposits 975,069 797,987 835,323 774,139
Short-term borrowings 34,090 36,504 39,839 24,877
Long-term debt
Parent company 20,407 15,057 15,057 16,707
Subsidiary banks - - - -
Total stockholders' equity 78,315 71,928 74,440 69,842
Average assets 990,675 903,199 923,596 849,140
Average stockholders' equity 76,636 70,996 72,702 67,914
Average shares outstanding (in thousands)
Common and common equivalent 3,195 3,084 3,110 3,041
Profitability and Capital Ratios
Before extraordinary item and accounting changes
Return on average assets 1.00 % 0.80 % 0.79 % 0.83 %
Return on average common equity 13.70 10.26 10.03 10.50
Net earnings
Return on average assets 1.00 0.80 0.79 0.83
Return on average common equity 13.70 10.26 10.03 10.54
Net interest income (taxable-equivalent) to
average earning assets (2) 4.18 3.95 4.07 4.01
Loans/deposits 87.66 91.27 92.64 83.92
Common and preferred dividend payout ratio 35.89 43.62 44.84 43.51
Equity/assets (period end) 7.02 7.76 7.67 7.85
Average stockholders' equity/average total assets 7.74 7.86 7.87 8.00
Tier 1 capital to risk-weighted assets (3) 8.26 9.04 9.11 9.53
Total capital to risk-weighted assets (3) 9.53 10.32 10.38 10.81
Leverage ratio (3) 6.09 6.88 6.88 6.89
Asset Quality Ratios
Allowance/period end loans 1.60 1.55 1.53 1.72
Nonperforming loans/total loans (4) 0.91 0.37 0.36 0.45
Allowance/nonperforming loans (4) 177 418 429 379
Nonperforming assets/loans and foreclosed property (5) 1.04 0.60 0.52 0.78
Provision/average loans 0.11 0.04 0.18 0.22
Net charge-offs/average loans 0.05 0.02 0.07 0.11

<CAPTION>
Years Ended December 31,
---------------------------------------------
1992 1991 1990
---------------------------------------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C>
Balance Sheet Data (at period end)
Total assets $ 838,069 $ 638,477 $ 638,188
Loans, net of unearned income 607,607 481,021 471,057
Allowance for losses on loans 10,455 6,750 5,860
Investment securities 141,715 87,117 69,331
Deposits 729,200 552,881 568,243
Short-term borrowings 21,476 22,003 12,739
Long-term debt
Parent company 16,707 8,707 10,972
Subsidiary banks - - -
Total stockholders' equity 65,610 49,158 40,545
Average assets 652,109 626,082 572,344
Average stockholders' equity 57,121 44,105 37,288
Average shares outstanding (in thousands)
Common and common equivalent 2,998 2,377 1,920
Profitability and Capital Ratios
Before extraordinary item and accounting changes
Return on average assets 0.87 % 0.86 % 0.69 %
Return on average common equity 10.01 12.48 10.78
Net earnings
Return on average assets 0.87 0.86 0.70
Return on average common equity 10.01 12.48 11.01
Net interest income (taxable-equivalent) to
average earning assets (2) 4.03 3.94 3.65
Loans/deposits 83.33 87.00 82.90
Common and preferred dividend payout ratio 38.58 25.35 30.28
Equity/assets (period end) 7.83 7.70 6.35
Average stockholders' equity/average total assets 8.76 7.04 6.52
Tier 1 capital to risk-weighted assets (3) 9.47 9.68 7.53
Total capital to risk-weighted assets (3) 10.72 11.28 9.18
Leverage ratio (3) 6.72 6.67 5.14
Asset Quality Ratios
Allowance/period end loans 1.72 1.40 1.24
Nonperforming loans/total loans (4) 0.63 0.50 0.42
Allowance/nonperforming loans (4) 273 282 296
Nonperforming assets/loans and foreclosed property (5) 0.89 0.69 0.55
Provision/average loans 0.38 0.37 0.47
Net charge-offs/average loans 0.24 0.18 0.38
</TABLE>
- ----------------------------------------

(1) Interim period ratios have been annualized where applicable.
(2) Average balances and calculations do not include the impact of the net
unrealized gain or loss on available for sale securities.
(3) The risk-based capital ratios are based upon capital guidelines
prescribed by federal bank regulatory authorities. Under those
guidelines, the required minimum Tier 1 and total capital to
risk-weighted assets ratios are 4% and 8%, respectively. The required
minimum leverage ratio of Tier 1 capital to total adjusted assets is 3%
to 5%.
(4) Nonperforming loans include loans on nonaccrual status and restructured
loans.
(5) Nonperforming assets include nonperforming loans and foreclosed
properties.

17
<PAGE> 27

UPC Selected Pro Forma Consolidated Financial Data

Per Common Share Data
Primary
Earnings before extraordinary items and accounting changes $ 1.53 $ 1.15 $ 1.28 $ 2.24
Extrordinary items - - - (0.08)
Accounting changes, net of taxes - - - 0.15
Net earnings 1.53 1.15 1.28 2.31
Fully diluted
Earnings before extraordinary items and accounting changes 1.46 1.12 1.28 2.18
Extrordinary items - - - (0.07)
Accounting changes, net of taxes - - - 0.13
Net earnings 1.46 1.12 1.28 2.24
Cash dividends 0.48 0.42 0.88 0.72
Book value 17.85 16.62 16.08 16.25

<CAPTION>
Years Ended December 31,
---------------------------------------------
1992 1991 1990
---------------------------------------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C>
Income Statement Data
Net Interest income $ 305,211 $ 256,537 $ 225,490
Provision for losses on loans 29,071 35,960 28,184
Investment securities gains (losses) 14,019 2,624 83
Other noninterest income 103,506 95,424 96,320
Noninterest expense 297,665 255,906 246,727
---------- ---------- ----------
Earnings before income taxes, extraordinary items
and accounting changes 96,000 62,719 46,982
Applicable income taxes 27,048 14,443 7,801
---------- ---------- ----------
Earnings before extraordinary items and accounting changes 68,952 48,276 39,181
Extraordinary items - - 85
Accounting changes, net of taxes - - -
---------- ---------- ----------
Net earnings $ 68,952 $ 48,276 $ 39,266
========== ========== ==========
Per Common Share Data
Primary
Earnings before extraordinary items and accounting changes $ 1.75 $ 1.37 $ 1.08
Extrordinary items - - -
Accounting changes, net of taxes - - -
Net earnings 1.75 1.37 1.08
Fully diluted
Earnings before extraordinary items and accounting changes 1.73 1.36 1.08
Extrordinary items - - -
Accounting changes, net of taxes - - -
Net earnings 1.73 1.36 1.08
Cash dividends 0.60 0.48 0.48
Book value 14.08 12.88 12.14
</TABLE>

(continued on following page)

18
<PAGE> 28

UPC Selected Pro Forma Consolidated Financial Data (continued)

<TABLE>
<CAPTION>
Six Months Ended
June 30, (1) Years Ended December 31,
-------------------------- ----------------------------
1995 1994 1994 1993
-------------------------- ----------------------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C>
Balance Sheet Data (at period end)
Total assets $ 10,860,772 $ 11,017,345 $ 10,985,020 $ 9,919,944
Loans, net of unearned income 6,939,847 6,116,780 6,722,985 5,302,992
Allowance for losses on loans 132,377 134,101 133,966 125,499
Investment securities 2,622,366 3,795,045 3,084,110 3,431,081
Deposits 9,238,332 9,138,994 9,253,165 8,445,760
Short-term borrowings 174,524 570,605 455,010 300,414
Long-term debt (3)
Parent company 135,223 129,821 129,847 131,436
Subsidiary banks 298,607 226,873 226,161 195,442
Total shareholders' equity 889,835 840,675 805,147 751,844
Average assets 10,778,063 10,864,585 10,948,979 9,706,356
Average stockholders' equity 856,153 840,166 850,934 707,788
Average shares outstanding (in thousands)
Primary 44,300 43,659 43,741 38,914
Fully Diluted 48,791 48,141 44,083 43,144
Profitability and Capital Ratios
Before extraordinary items and accounting changes
Return on average assets 1.34 % 1.03 % 0.60 % 1.00 %
Return on average common equity 17.93 13.93 7.50 14.68
Net earnings
Return on average assets 1.34 1.03 0.60 1.03
Return on average common equity 17.93 13.93 7.50 15.11
Net interest income (taxable-equivalent) to
average earning assets (2) 4.58 4.32 4.36 4.40
Loans/deposits 75.12 66.93 72.66 62.79
Common and preferred dividend payout ratio 34.26 35.90 62.50 33.50
Equity/assets (period end) 8.19 7.63 7.33 7.58
Average stockholders' equity/average total assets 7.94 7.73 7.77 7.29
Tier 1 capital to risk-weighted assets (4) 12.41 13.15 11.88 13.12
Total capital to risk-weighted assets (4) 14.77 15.61 14.27 15.75
Leverage ratio (4) 7.77 7.38 7.15 7.21
Asset Quality Ratios
Allowance/period end loans 1.91 2.19 1.99 2.37
Nonperforming loans/total loans (5) 0.47 0.46 0.32 0.58
Allowance/nonperforming loans (5) 404 480 614 411
Nonperforming assets/loans and foreclosed property (6) 0.57 0.63 0.43 0.78
Provision/average loans 0.13 0.07 0.08 0.35
Net charge-offs/average loans 0.22 0.10 0.09 0.28

<CAPTION>
Years Ended December 31,
---------------------------------------------
1992 1991 1990
---------------------------------------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C>
Balance Sheet Data (at period end)
Total assets $ 8,331,073 $ 6,566,973 $ 6,733,719
Loans, net of unearned income 4,193,376 3,613,945 3,847,492
Allowance for losses on loans 100,282 74,739 73,365
Investment securities 2,935,665 1,864,871 1,842,839
Deposits 7,171,191 5,698,062 5,750,622
Short-term borrowings 343,452 244,513 375,103
Long-term debt (3)
Parent company 90,999 46,870 55,634
Subsidiary banks 21,756 10,083 4,469
Total shareholders' equity 595,106 475,128 423,894
Average assets 7,586,827 6,555,009 6,669,152
Average stockholders' equity 551,650 442,756 424,088
Average shares outstanding (in thousands)
Primary 35,463 34,569 36,013
Fully Diluted 38,307 34,922 36,353
Profitability and Capital Ratios
Before extraordinary items and accounting changes
Return on average assets 0.91 % 0.74 % 0.59 %
Return on average common equity 13.36 11.22 9.25
Net earnings
Return on average assets 0.91 0.74 0.59
Return on average common equity 13.36 11.22 9.27
Net interest income (taxable-equivalent) to
average earning assets (2) 4.57 4.48 3.99
Loans/deposits 58.48 63.42 66.91
Common and preferred dividend payout ratio 36.12 34.51 41.77
Equity/assets (period end) 7.14 7.24 6.30
Average stockholders' equity/average total assets 7.27 6.75 6.36
Tier 1 capital to risk-weighted assets (4) 12.85 11.66 9.73
Total capital to risk-weighted assets (4) 14.83 13.80 11.79
Leverage ratio (4) 7.07 7.06 6.09
Asset Quality Ratios
Allowance/period end loans 2.39 2.07 1.91
Nonperforming loans/total loans (5) 1.22 1.01 0.99
Allowance/nonperforming loans (5) 196 205 192
Nonperforming assets/loans and foreclosed property (6) 1.58 1.60 1.66
Provision/average loans 0.72 0.95 0.75
Net charge-offs/average loans 0.55 0.92 0.80
</TABLE>
- ----------------------------------------

(1) Interim period ratios have been annualized where applicable.
(2) Average balances and calculations do not include the impact of the net
unrealized gain or loss on available for sale securities.
(3) Long-term debt includes subordinated notes and debentures, obligations
under capital leases, mortgage indebtedness, and notes payable with
maturities greater than one year. Subsidiary banks' long-term debt is
primarily FHLB advances.
(4) The risk-based capital ratios are based upon capital guidelines
prescribed by federal bank regulatory authorities. Under those
guidelines, the required minimum Tier 1 and total capital to
risk-weighted assets ratios are 4% and 8%, respectively. The required
minimum leverage ratio of Tier 1 capital to total adjusted assets is 3%
to 5% (5% for bank holding companies effecting acquisitions).
(5) Nonperforming loans include loans on nonaccrual status and restructured
loans.
(6) Nonperforming assets include nonperforming loans and foreclosed
properties.

19
<PAGE> 29

RECENT DEVELOPMENTS AFFECTING UPC

Recently Completed Acquisitions. Since June 30, 1995, UPC has
completed the acquisitions of the following institutions (collectively, the
"Recently Completed Acquisitions"). UPC's Current Report on Form 8-K, dated
August 22, 1995, includes unaudited pro forma consolidated financial statements
which include the pro forma impact of the Recently Completed Acquisitions:

<TABLE>
<CAPTION>
Asset Size Method of
Institution (In Millions) Consideration Accounting
- -------------------------------------- ------------- ---------------------------- ------------
<S> <C> <C> <C>
Planters Bank & Trust Company, Forrest $ 60 348,029 shares of UPC Common Pooling of
City, Arkansas Stock Interests

First State Bancorporation, Inc. and 110 388,497 shares of Series E Purchase
its subsidiary, First Exchange Bank, Preferred Stock of UPC
Dyersburg, Tennessee

----
Total $170
====
</TABLE>

Pending Acquisitions. UPC has entered into definitive agreements to
acquire the following financial institutions in addition to CBI (collectively,
the "Pending Acquisitions") which UPC's management considers probable of
consummation and which are expected to close in the fourth quarter of 1995 or
the first quarter of 1996.

20
<PAGE> 30

<TABLE>
<CAPTION>
Consideration
--------------------------------------------
Approximate
Asset Size Value
Institution (In Millions) (In Millions) Type
- ------------------------------------ ------------- ------------- -------------------------
<S> <C> <C> <C>
Eastern National Bank, $266 $30.4 Cash, Notes and UPC
Miami, Florida Series E Preferred Stock (1)

First Bancshares of Eastern 58 10.6 Cash
Arkansas, Inc., West Memphis,
Arkansas, and its subsidiary First
National Bank of West Memphis,
Arkansas

First Bancshares of North Eastern 60 9.3 Cash
Arkansas, Inc., Osceola, Arkansas,
and its subsidiary, First National
Bank of Osceola, Arkansas

---- -----
Total $384 $50.3
==== =====
</TABLE>

___________________________________________

(1) Cash in the amount of $4.5 million, UPC Notes in the amount of $14.5
million, and up to 317,459 shares of Series E Preferred Stock of UPC.

Earnings Considerations Related to Pending Acquisitions. In
connection with UPC's Pending Acquisitions, including the Merger, it is
anticipated that UPC or those institutions will incur charges related thereto
and to the assimilation of those institutions into the UPC organization.
Anticipated charges would be for matters such as, but not limited to, legal and
accounting fees, financial advisory fees, consulting fees, payment of
contractual benefits triggered by a change of control, early retirement and
involuntary separation and related benefits, postretirement and postemployment
benefit expenses related to employees of entities which were acquired in a
transaction accounted for as a pooling of interests and who were given credit
for prior service, costs associated with elimination of duplicate facilities
and branch closures, data processing charges, cancellation of vendor contracts,
the potential for additional provision for loan losses, and similar costs
associated with consolidation of operational activities.

Charges associated with the Pending Acquisitions, including the Merger,
have been preliminarily estimated to be between $8 million to $10 million after
taxes, with a significant portion thereof arising out of the Merger. To the
extent any of these charges are contingent upon consummation of a particular
transaction, those charges would be recognized in the period in

21
<PAGE> 31

which the particular transaction closes. This range of potential charges is
based on currently available information as well as preliminary estimates and
is subject to change. The range is provided as a preliminary estimate of the
significance of the charges which may be required and should be viewed
accordingly.

If the Merger, the Pending Acquisitions and the Recently Completed
Acquisitions had been consummated at June 30, 1995, UPC's consolidated total
assets would have increased by approximately $1.5 billion to approximately
$11.3 billion, UPC's consolidated total loans would have increased by
approximately $1.1 billion to approximately $7.2 billion, and UPC's
consolidated total deposits would have increased by approximately $1.3 billion
to approximately $9.6 billion, based upon June 30, 1995, pro forma consolidated
financial information. See "--Pro Forma Condensed Consolidated Financial
Information" and the related pro forma consolidated financial information in
UPC's Current Report on Form 8-K dated August 22, 1995. See "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE."

Earnings Considerations relating to Potential Special Regulatory Assessment.
There are several bills currently under consideration by the U.S. legislature,
the purpose of which is to provide additional financing for the Savings
Association Insurance Fund ("SAIF") and to provide for interest payments
on the Financing Corporation ("FICO") bonds issued in connection with earlier
Congressional efforts to support the failing thrift industry. A common
feature of these proposed bills is a one-time special assessment of from 85 to
90 basis points on all deposits insured by the SAIF ($0.85 to $0.90 per $100 of
covered deposits) ("SAIF Insured Deposits"). All SAIF Insured Deposits may not
be subject to an assessment at the 85 to 90 basis point level. Those SAIF
Insured Deposits which were acquired by banks in so-called Oakar transactions
("Oakar Deposits") may be assessed at a lower rate, possibly 66 basis points.
In addition to the special assessment on SAIF Insured Deposits, the bills also
contemplate special assessments on deposits which are insured by the Bank
Insurance Fund ("BIF")("BIF Deposits"). The assessment on BIF Deposits would
be for the purpose of providing financial support to pay interest on the FICO
bonds. It is unknown at this time what the assessment level will be on BIF
Deposits, but it is believed the assessment will be in the 7 to 10 basis point
range. A further unknown at this time is whether or not these assessments will
reduce the paying institution's taxable income. At June 30, 1995, UPC's
subsidiaries held approximately $1.6 billion in SAIF Insured Deposits,
approximately $1.2 billion of which are Oakar Deposits. At June 30, 1995, CBI
Bank Subsidiaries held approximately $325 million in SAIF Insured Deposits, of
which approximately $262 million are Oakar Deposits. Should the proposed
legislation be adopted at levels indicated, both UPC and CBI, as well as all
other financial institutions with insured deposits, would be required to take
significant charges in relation to these special assessments. See "CERTAIN
REGULATORY CONSIDERATIONS."

EQUIVALENT AND PRO FORMA PER SHARE DATA

The following table presents selected, comparative, unaudited per
share data for (i) the UPC Common Stock and the CBI Common Stock on an
historical basis; (ii) the UPC Common Stock on a pro forma basis for CBI only;
(iii) the UPC Common Stock on a pro forma basis for CBI, the Recently Completed
Acquisitions and the ENB transaction; (iv) the CBI Common Stock on an
equivalent pro forma basis for CBI only; and (v) the CBI Common Stock on an
equivalent pro forma basis for CBI, the Recently Completed Acquisitions and the
ENB transaction, for the periods indicated. The FBEA and FBNEA transactions
are immaterial to the presentations set forth in the following tables and,
accordingly, those transactions have not been included in the pro forma
presentations.

These data are not necessarily indicative of the results of the future
operations of either UPC, CBI, the Recently Completed Acquisitions or the
Pending Acquisitions (excluding the FBEA and FBNEA transactions which are
immaterial Pending Acquisitions that are not included in the pro forma
financial statements), or the actual results that would have occurred had the
Merger been consummated January 1, 1992. The information as of and for the six
months ended June 30, 1995, and as of and for the year ended December 31, 1994,
reflects on a pro forma basis the Recently Completed Acquisitions and the
Pending Acquisitions (excluding the FBEA and FBNEA transactions which are
immaterial Pending Acquisitions that are not included in the pro forma
financial statements) accounted for using either the pooling of interests or
purchase method of accounting in accordance with the accounting requirements of
each respective acquisition. The information as of and for the two years ended
December 31, 1993, presents only UPC and CBI on an historical basis using the
pooling of interests method of accounting. The information is derived from and
should be read in conjunction with, the historical consolidated financial
statements of UPC (including related notes thereto) which are incorporated by
reference, the historical consolidated financial statements of CBI (including
related notes thereto) which are incorporated by reference, and the unaudited
pro forma consolidated financial statements and

22
<PAGE> 32

related notes in UPC's Current Report on Form 8-K dated August 22, 1995 and
incorporated by reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."

23
<PAGE> 33
UNION PLANTERS CORPORATION
HISTORICAL AND PRO FORMA COMPARATIVE PER SHARE DATA

<TABLE>
<CAPTION>
Six Months
Ended Year Ended
June 30, December 31,
---------- ------------------------
1995 1994 1993 1992
---------- ------------------------
<S> <C> <C> <C> <C>
Earnings before extraordinary items
and accounting changes

UPC
Primary $1.56 $1.25 $2.31 $1.79
Fully diluted 1.49 1.25 2.23 1.77

UPC pro forma (CBI only)
Primary 1.53 1.28 2.24 1.75
Fully diluted 1.46 1.28 2.18 1.73

UPC pro forma (all recently completed acquisitions,
the ENB transaction and CBI) (2)
Primary 1.50 1.29 N/A N/A
Fully diluted 1.42 1.29 N/A N/A

CBI
Common and common equivalent share 1.33 1.90 1.87 1.66

CBI equivalent pro forma (CBI only)
Primary 1.81 1.52 2.65 2.07
Fully diluted 1.73 1.52 2.58 2.05

CBI equivalent pro forma (all recently completed
acquisitions, the ENB transaction and CBI) (2)
Primary 1.78 1.53 N/A N/A
Fully diluted 1.68 1.53 N/A N/A

Cash dividends per share

UPC 0.48 0.88 0.72 0.60

UPC pro forma 0.48 0.88 0.72 0.60

CBI 0.36 0.69 0.65 0.60

CBI equivalent pro forma 0.57 1.04 0.85 0.71
</TABLE>

<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- ------------
<S> <C> <C>
Book value per common share

UPC $17.86 $16.01

UPC pro forma (CBI only) 17.85 16.08

UPC pro forma (all recently completed acquisitions,
the ENB transaction and CBI) 18.42 17.44

CBI 20.99 19.99

CBI equivalent pro forma (CBI only) 21.15 19.05

CBI equivalent pro forma (all recently completed
acquisitions, the ENB transaction and CBI) (2) 21.83 20.67
- --------------------------
</TABLE>

N/A = Not Applicable
(1) The equivalent pro forma per share data for CBI are computed by multiplying
UPC's pro forma information by 1.185, the Exchange Ratio.
(2) See also, "--Recent Developments Affecting UPC."

24
<PAGE> 34

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following tables contain unaudited pro forma consolidated
condensed financial information including a balance sheet at June 30, 1995, and
statements of earnings for the six-month period ended June 30, 1995, and the
years ended December 31, 1994, 1993 and 1992. The pro forma statements reflect
pro forma historical results for (i) UPC for all periods; (ii) UPC and CBI for
all periods; and (iii) UPC, CBI, the Recently Completed Acquisitions, the ENB
transaction, as well as the retirement of CBI indebtedness to a third-party
financial institution and the redemption of the CBI Depositary Shares, both of
which are anticipated to occur on or shortly after consummation of this Merger,
as of and for the six-month period ended June 30, 1995, and the year ended
December 31, 1994 only. The FBEA and FBNEA transactions are not material to
the pro forma financial information presented and, accordingly, have not been
included in the pro forma statements presented. The Merger meets the
significant subsidiary test and pro forma financial information is presented
for all periods. The unaudited pro forma consolidated financial information
reflects the Recently Completed Acquisitions and the Pending Acquisitions
(other than FBEA and FBNEA which are immaterial) using the purchase method of
accounting, except for Planters Bank & Trust Company and CBI which are expected
to be accounted for by the poolings of interests method of accounting. The
unaudited pro forma consolidated financial information should be read in
conjunction with the historical consolidated financial statements of UPC and
CBI, respectively, and in conjunction with the information presented in UPC's
and CBI's Quarterly Reports on Form 10-Q for the quarter ended June 30, 1995,
and UPC's Current Reports on Form 8-K dated July 20, 1995, August 21, 1995, and
August 22, 1995. Pro forma results are not necessarily indicative of future
operating results. Certain nonrecurring charges as discussed in "--Recent
Developments Affecting UPC--Earnings Considerations Related to Pending
Acquisitions" have not been included in the pro forma condensed consolidated
financial information. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE".

25
<PAGE> 35

UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1995
(Dollars in thousands)

<TABLE>
<CAPTION>
UPC,
OTHER
CONSUMMATED
AND PROBABLE
PENDING
ACQUISITIONS,
UPC AND RETIREMENT
AND OF DEBT AND
UPC CBI PREFERRED STOCK
---------- ----------- ---------------
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 434,175 $ 462,080 $ 479,521
Interest-bearing deposits at financial
institutions 35,020 39,131 39,490
Federal funds sold and securities
purchased under agreements to resell 56,351 130,076 124,651
Trading account securities 210,775 210,775 210,775
Loans held for resale 54,136 59,384 59,384
Investment securities
Available for sale, at fair value 1,501,600 1,519,374 1,546,000
Held to maturity, at amortized cost 1,005,348 1,102,992 1,180,821
Loans 6,115,497 6,966,907 7,226,571
Less: Unearned income (30,410) (32,308) (33,926)
Allowance for losses on loans (118,675) (132,377) (135,382)
---------- ----------- -----------
Net loans 5,966,412 6,802,222 7,057,263

Premises and equipment 199,170 226,883 241,816
Accrued interest receivable 83,191 91,172 95,229
Goodwill and other intangibles 46,940 58,097 73,929
Other assets 152,321 158,586 162,408
---------- ----------- -----------
Total assets $9,745,439 $10,860,772 $11,271,287
========== =========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing $1,244,678 $ 1,345,519 $ 1,420,373
Certificates of deposit of $100,000
and over 585,569 698,745 754,988
Other interest-bearing 6,433,016 7,194,068 7,449,927
---------- ----------- -----------
Total deposits 8,263,263 9,238,332 9,625,288

Short-term borrowings 140,434 167,540 173,212
FHLB advances 291,630 298,614 298,614
Long-term debt 121,793 142,200 134,793
Accrued interest, expenses, and taxes 76,672 82,852 85,530
Other liabilities 40,127 41,399 46,005
---------- ----------- -----------
Total liabilities 8,933,919 9,970,937 10,363,442
---------- ----------- -----------
Shareholders' equity
Preferred stock
Convertible 87,298 87,298 104,586
Nonconvertible 0 13,800 0
Common stock 202,766 223,736 225,502
Additional paid-in capital 74,960 90,350 99,377
Net unrealized gain (loss) on available
for sale securities 926 808 662
Retained earnings 445,570 473,843 477,718
---------- ----------- -----------
Total shareholders' equity 811,520 889,835 907,845
---------- ----------- -----------
Total liabilities and
shareholders' equity $9,745,439 $10,860,772 $11,271,287
========== =========== ===========
</TABLE>

26
<PAGE> 36
UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE SIX MONTHS ENDED JUNE 30, 1995
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
UPC,
OTHER
CONSUMMATED
AND PROBABLE
TENDING ACQUISITIONS,
UPC AND RETIREMENT
AND OF DEBT AND
UPC CBI PREFERRED STOCK
-------- -------- ---------------------
<S> <C> <C> <C>
Interest income
Interest and fees on loans $270,725 $305,122 $319,716
Interest on investment securities
Taxable 68,017 70,961 74,362
Tax-exempt 15,700 15,956 16,158
Interest on deposits at financial institutions 902 907 922
Interest on federal funds sold and securities
purchased under agreements to resell 2,258 3,354 2,965
Interest on trading account securities 6,005 6,005 6,005
Interest on loans held for resale 1,239 1,357 1,357
-------- -------- --------
Total interest income 364,846 403,662 421,485
-------- -------- --------
Interest expense
Interest on deposits 145,520 163,765 171,471
Interest on short-term borrowings 7,146 7,859 7,921
Interest on FHLB advances and long-term debt 13,091 13,652 13,940
-------- -------- --------
Total interest expense 165,757 185,276 193,332
-------- -------- --------
Net interest income 199,089 218,386 228,153
Provision for losses on loans 3,686 4,538 5,882
-------- -------- --------
Net interest income after provision
for losses on loans 195,403 213,848 222,271
-------- -------- --------
Noninterest income
Service charges on deposit accounts 33,888 35,671 37,000
Investment securities losses (3) (3) (3)
Other income 37,885 40,316 41,499
-------- -------- --------
Total noninterest income 71,770 75,984 78,496
-------- -------- --------
Noninterest expense
Salaries and employee benefits 78,383 85,900 90,694
Net occupancy expense 12,443 13,667 15,267
Equipment expense 14,276 15,447 15,447
Other expense 63,993 68,839 73,070
-------- -------- --------
Total noninterest expense 169,095 183,853 194,478
-------- -------- --------
Earnings (loss) before income taxes 98,078 105,979 106,289
Applicable income taxes (benefit) 31,197 34,161 34,796
-------- -------- --------
Net earnings (loss) $ 66,881 $ 71,818 $ 71,493
======== ======== ========

Earnings per common share
Primary $ 1.56 $ 1.53 $ 1.50
Fully diluted 1.49 1.46 1.42
Weighted average shares outstanding (in thousands)
Primary 40,514 44,300 44,641
Fully diluted 45,005 48,791 49,997
</TABLE>

27
<PAGE> 37

UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
UPC,
OTHER
CONSUMMATED
AND PROBABLE
PENDING
ACQUISITIONS,
UPC AND RETIREMENT
AND OF DEBT AND
UPC CBI PREFERRED STOCK
-------- -------- ---------------
<S> <C> <C> <C>
Interest income
Interest and fees on loans $460,617 $517,032 $543,236
Interest on investment securities
Taxable 156,429 162,012 168,017
Tax-exempt 32,406 32,999 33,375
Interest on deposits at financial institutions 718 734 839
Interest on federal funds sold and securities
purchased under agreements to resell 3,637 4,472 3,725
Interest on trading account securities 9,143 9,143 9,143
Interest on loans held for resale 1,107 1,573 1,573
-------- -------- --------
Total interest income 664,057 727,965 759,908
-------- -------- --------
Interest expense
Interest on deposits 235,815 262,572 274,514
Interest on short-term borrowings 20,082 21,300 21,386
Interest on FHLB advances and long-term debt 19,882 20,979 21,529
-------- -------- --------
Total interest expense 275,779 304,851 317,429
-------- -------- --------
Net interest income 388,278 423,114 442,479
Provision for losses on loans 3,636 4,894 6,288
-------- -------- --------
Net interest income after provision
for losses on loans 384,642 418,220 436,191
-------- -------- --------
Noninterest income
Service charges on deposit accounts 52,590 55,552 58,807
Investment securities gains (losses) (20,298) (20,298) (20,297)
Other income 61,270 65,551 68,428
-------- -------- --------
Total noninterest income 93,562 100,805 106,938
-------- -------- --------
Noninterest expense
Salaries and employee benefits 160,862 175,218 184,468
Net occupancy expense 25,750 28,041 31,652
Equipment expense 26,451 28,698 29,238
Other expense 185,772 195,740 203,973
-------- -------- --------
Total noninterest expense 398,835 427,697 449,331
-------- -------- --------
Earnings (loss) before income taxes 79,369 91,328 93,798
Applicable income taxes (benefit) 20,761 25,467 27,109
-------- -------- --------
Net earnings (loss) $ 58,608 $ 65,861 $ 66,689
======== ======== ========

Earnings per common share
Primary $ 1.25 $ 1.28 $ 1.29
Fully diluted 1.25 1.28 1.29
Weighted average shares outstanding (in thousands)
Primary 40,055 43,741 44,082
Fully diluted 40,397 44,083 44,424
</TABLE>

28
<PAGE> 38

UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
UPC
AND
UPC CBI
-------- --------
<S> <C> <C>
Interest income
Interest and fees on loans $375,567 $425,967
Interest on investment securities
Taxable 151,538 157,403
Tax-exempt 29,825 30,507
Interest on deposits at financial institutions 1,742 1,862
Interest on federal funds sold and securities
purchased under agreements to resell 5,092 6,175
Interest on trading account securities 6,194 6,194
Interest on loans held for resale 7,432 7,438
-------- --------

Total interest income 577,390 635,546
-------- --------

Interest expense
Interest on deposits 213,197 238,019
Interest on short-term borrowings 7,230 8,203
Interest on FHLB advances and long-term debt 13,253 14,291
-------- --------

Total interest expense 233,680 260,513
-------- --------

Net interest income 343,710 375,033
Provision for losses on loans 16,558 17,950
-------- --------

Net interest income after provision
for losses on loans 327,152 357,083
-------- --------

Noninterest income
Service charges on deposit accounts 46,532 49,490
Investment securities gains (losses) 4,495 4,506
Other income 68,898 73,566
-------- --------

Total noninterest income 119,925 127,562
-------- --------

Noninterest expense
Salaries and employee benefits 150,383 163,711
Net occupancy expense 23,356 25,393
Equipment expense 23,986 25,989
Other expense 121,956 131,357
-------- --------

Total noninterest expense 319,681 346,450
-------- --------

Earnings before income taxes, extraordinary
items, and accounting changes 127,396 138,195
Applicable income taxes 37,420 41,168
-------- --------

Earnings before extraordinary items
and accounting changes $ 89,976 $ 97,027
======== ========

Earnings per common share
Primary $ 2.31 $ 2.24
Fully diluted 2.23 2.18
Weighted average shares outstanding (in thousands)
Primary 35,311 38,914
Fully diluted 39,541 43,144
</TABLE>

29
<PAGE> 39

UNION PLANTERS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1992
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
UPC
AND
UPC CBI
-------- --------
<S> <C> <C>
Interest income
Interest and fees on loans $314,814 $358,948
Interest on investment securities
Taxable 142,663 147,303
Tax-exempt 22,238 22,846
Interest on deposits at financial institutions 4,915 4,985
Interest on federal funds sold and securities
purchased under agreements to resell 5,250 6,229
Interest on trading account securities 6,648 6,648
Interest on loans held for resale 7,250 7,250
-------- --------

Total interest income 503,778 554,209
-------- --------

Interest expense
Interest on deposits 209,035 234,070
Interest on short-term borrowings 8,040 9,086
Interest on FHLB advances and long-term debt 5,555 5,842
-------- --------

Total interest expense 222,630 248,998
-------- --------

Net interest income 281,148 305,211
Provision for losses on loans 27,182 29,071
-------- --------

Net interest income after provision
for losses on loans 253,966 276,140
-------- --------

Noninterest income
Service charges on deposit accounts 35,590 37,750
Investment securities gains (losses) 14,019 14,019
Other income 63,000 65,756
-------- --------

Total noninterest income 112,609 117,525
-------- --------

Noninterest expense
Salaries and employee benefits 116,764 125,769
Net occupancy expense 19,401 20,793
Equipment expense 18,836 20,331
Other expense 124,463 130,772
-------- --------

Total noninterest expense 279,464 297,665
-------- --------

Earnings before income taxes 87,111 96,000
Applicable income taxes 23,861 27,048
-------- --------

Net earnings $ 63,250 $ 68,952
======== ========

Earnings per common share
Primary $ 1.79 $ 1.75
Fully diluted 1.77 1.73
Weighted average shares outstanding (in thousands)
Primary 31,910 35,463
Fully diluted 34,754 38,307
</TABLE>

30
<PAGE> 40

THE SPECIAL MEETING

TIME AND PLACE OF SPECIAL MEETING; SOLICITATION OF PROXIES; REVOCATION

Each copy of this Prospectus being mailed to CBI Common Stock
Shareholders on the Record Date is accompanied by a Proxy Appointment Card
furnished in connection with the CBI Board's solicitation of proxies for use at
the Special Meeting and at any adjournments or postponements thereof. The
Special Meeting is scheduled to be held at 10:00 a.m., Central Standard Time on
November 29, 1995, at The Drury Lodge, Interstate 55 and Route K, Cape
Girardeau, Missouri. Only CBI Common Stock Shareholders at the close of
business on October 11, 1995, are entitled to receive notice of and to vote at
the Special Meeting. At the Special Meeting, CBI Common Stock Shareholders
will consider and vote upon a proposal to approve the Reorganization Agreement
and Plan of Merger. If no contrary instructions are indicated on the Proxy
Appointment Card, the Proxy will be voted FOR the approval of the
Reorganization Agreement and Plan of Merger. If matters other than the
consideration of the Reorganization Agreement and Plan of Merger properly come
before the Special Meeting, the Proxy will be voted by the persons named
therein in a manner which they consider to be in the best interests of CBI.
CBI's management is not aware of any other matters to be acted upon at the
Special Meeting.

CBI COMMON STOCK SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN
THE ACCOMPANYING PROXY APPOINTMENT CARD AND RETURN IT PROMPTLY TO CBI IN THE
ENCLOSED, POSTAGE-PAID ENVELOPE. FAILURE TO RETURN YOUR PROPERLY EXECUTED
PROXY APPOINTMENT CARD OR FAILURE TO VOTE AT THE SPECIAL MEETING WILL HAVE THE
SAME EFFECT AS A VOTE AGAINST THE APPROVAL OF THE REORGANIZATION AGREEMENT AND
PLAN OF MERGER (BUT WILL NOT BE SUFFICIENT, WITHOUT FURTHER ACTION, TO PERFECT
DISSENTERS' RIGHTS). CBI COMMON STOCK SHAREHOLDERS SHOULD NOT FORWARD ANY
STOCK CERTIFICATES WITH THEIR PROXY APPOINTMENT CARDS.

Any CBI Common Stock Shareholder who has executed and delivered a
Proxy Appointment Card may nevertheless revoke it at any time before it is
voted by attending the Special Meeting and voting in person at the Special
Meeting or by giving notice of revocation in writing, or by submitting a signed
Proxy Appointment Card bearing a later date to Capital Bancorporation, Inc.,
P.O. Box 2017, Cape Girardeau, Missouri 63702-2017, Attention: David G.
Collier, Corporate Secretary, provided such notice or later dated Proxy
Appointment Card is actually received by CBI before the vote of CBI Common
Stock Shareholders has been taken.

In addition to solicitation of proxies from CBI Common Stock
Shareholders by use of the mail, proxies also may be solicited by personal
interview, telephone and facsimile by directors, officers and employees of CBI
who will not be specifically compensated for such services. Additionally, CBI
intends to retain D.F. King & Co., Inc., to assist in the solicitation of
proxies from the holders of CBI Common Stock at a fee of $6,000 plus reasonable
out-of-pocket expenses. It is expected that banks, brokerage houses, and other
institutions, nominees or fiduciaries will be

31
<PAGE> 41

requested to forward the soliciting materials to their principals and obtain
authorization for the execution of proxies. All costs of soliciting proxies,
assembling and mailing the Prospectus, all papers which now accompany or
hereafter may supplement the same, as well as reasonable out-of-pocket expenses
incurred by such banks, brokerage houses, and other institutions, nominees or
fiduciaries for forwarding proxy materials to and obtaining proxies from their
principals, will be borne by CBI; provided, however, that UPC will pay all
Commission filing fees and other regulatory filing fees incurred in connection
with the Merger and the costs of printing the Prospectus.

VOTES REQUIRED

The affirmative votes of the holders of two-thirds (2/3) of the
outstanding shares of CBI Common Stock entitled to vote at the Special Meeting
are required in order to approve the Reorganization Agreement and Plan of
Merger. As of the Record Date, there were 3,088,539 shares of CBI Common Stock
outstanding and entitled to vote at the Special Meeting, with each share
entitled to one vote.

The CBI Management Group held beneficially as of the Record Date
337,415 shares or approximately 10.93% of the outstanding shares of CBI Common
Stock. CBI has been advised by the members of the CBI Management Group that
they intend to vote their shares of CBI Common Stock "FOR" approval of the
Reorganization Agreement and Plan of Merger. William G. Lauber and Douglas D.
Hommert, Co-Trustees of the Bank Trusts are the record and beneficial owners of
473,071 shares (15.3%) of the outstanding CBI Common Stock as of the Record
Date. Messrs. Lauber and Hommert, in their capacities as Co-Trustees of the
Bank Trusts, have joined in the Reorganization Agreement for the limited
purpose of obligating themselves to vote all shares of CBI Common Stock they
hold or control "FOR" approval of the Reorganization Agreement and Plan of
Merger. Should the CBI Management Group and Trustees of the Bank Trusts vote
"FOR" approval of the Reorganization Agreement and Plan of Merger, a total of
810,486 shares of CBI Common Stock (26.24% of outstanding) will have been voted
"FOR" approval of the Reorganization Agreement and Plan of Merger, and
1,249,570 additional shares of CBI Common Stock must be voted "FOR" approval of
the Reorganization Agreement and Plan of Merger in order to meet the
shareholder approval requirements.

VOTING

Only the holders of record of CBI Common Stock as of the close of
business on the Record Date are entitled to vote either in person or by proxy
at the Special Meeting and any adjournments thereof. At the close of business
on the Record Date, 3,088,539 shares of CBI Common Stock were issued and
outstanding.

A majority of the outstanding shares of CBI Common Stock present in
person or by proxy will constitute a quorum for the transaction of business at
the Special Meeting. Proxies marked to abstain from voting will be treated as
shares that are present at the Special Meeting for

32
<PAGE> 42

purposes of determining the presence of a quorum for the transaction of
business at the Special Meeting.

The proposal to approve the Reorganization Agreement and Plan of
Merger requires the affirmative vote of the holders of two-thirds of the issued
and outstanding shares of CBI Common Stock as of the Record Date. Therefore,
failure to return a properly executed Proxy Appointment Card or to vote in
person at the Special Meeting, and abstentions, will have the same effect as a
vote against approval of the Reorganization Agreement and Plan of Merger.

CBI COMMON STOCK SHAREHOLDERS' DISSENTERS' RIGHTS

Each CBI Common Stock Shareholder as of the Record Date has the right
to dissent from the Merger and receive the fair value of such shares of CBI
Common Stock in cash if the CBI Common Stock Shareholder follows the procedures
set forth under Section 351.455 of the Missouri Act, a copy of which is
attached hereto as Appendix C, and the material provisions of which are
summarized below. Under Section 351.455 of the Missouri Act, a CBI Common
Stock Shareholder entitled to vote at the Special Meeting may dissent and
Acquisition Company, as the surviving corporation, will pay to such shareholder
the fair value of such shareholder's shares of CBI Common Stock as of the day
prior to the Special Meeting if such CBI Common Stock Shareholder (1) files
with CBI prior to or at the Special Meeting a written objection to the Merger;
(2) does not vote in favor thereof; and (3) within 20 days after the Effective
Date of the Merger makes written demand on Acquisition Company for payment of
the fair value of the shares of CBI Common Stock held by such shareholder as of
the day prior to the date of the Special Meeting. UPC will include notice of
the Effective Date of the Merger in its Exchange Materials (as defined below).
Such Exchange Materials will be mailed within five days following the Effective
Date of the Merger. Such demand by a dissenting CBI Common Stock Shareholder
must state the number of shares of CBI Common Stock owned by such dissenting
shareholder. Any CBI Common Stock Shareholder failing to make demand within
the 20-day period shall be conclusively presumed to have consented to the
Merger and shall be bound by the terms thereof. A PROXY OR VOTE AGAINST THE
MERGER WILL NOT, BY ITSELF, BE REGARDED AS A WRITTEN OBJECTION FOR PURPOSES OF
ASSERTING DISSENTERS' RIGHTS.

If within 30 days after the Effective Date of the Merger, the value of
such shares of CBI Common Stock is agreed upon between the dissenting CBI
Common Stock Shareholder and the Acquisition Company, payment therefor shall be
made within 90 days after the Effective Date of the Merger upon the surrender
by such dissenting CBI Common Stock Shareholder of the certificate or
certificates representing said shares of CBI Common Stock. Upon payment of the
agreed value, the dissenting Common Stock Shareholder shall cease to have any
interest in such shares or in Acquisition Company or UPC.

If within 30 days after the Effective Date of the Merger the
dissenting CBI Common Stock Shareholder and Acquisition Company do not agree as
to value, then the dissenting CBI Common Stock Shareholder may, within 60 days
after the expiration of the 30-day period, file a petition in any court of
competent jurisdiction asking for a finding and determination of the fair

33
<PAGE> 43

value of such shares of CBI Common Stock, and shall be entitled to judgment
against Acquisition Company for the amount of such fair value as of the day
prior to the date of the Special Meeting, together with interest thereon to the
date of such judgment. The "fair value" of the shares determined by the court
may be more or less than the amount offered to CBI Common Stock Shareholders
under the Reorganization Agreement and Plan of Merger. The judgment will be
payable only upon and simultaneously with the surrender to Acquisition Company
of the certificate or certificates representing said shares of CBI Common
Stock. Upon the payment of the judgment, the dissenting CBI Common Stock
Shareholder shall cease to have any interest in such shares of CBI Common Stock
or in Acquisition Company or UPC. Unless a dissenting CBI Common Stock
Shareholder shall have filed such petition within such 60-day period, such
dissenting CBI Common Stock Shareholder, and all persons claiming under such
dissenting CBI Common Stock Shareholder, will be conclusively presumed to have
approved and ratified the Merger, and will be bound by the terms thereof.

The foregoing summary of the applicable provisions of Section 351.455
of the Missouri Act is not intended to be a complete statement of such
provisions, and is qualified in its entirety by reference to such Section, a
copy of which is annexed to this Prospectus as Appendix C. FAILURE TO COMPLY
WITH THESE PROCEDURES WILL CAUSE THE CBI COMMON STOCK SHAREHOLDER TO LOSE HIS
OR HER DISSENTERS' RIGHTS TO RECEIVE IN CASH PAYMENT FOR HIS OR HER SHARES OF
CBI COMMON STOCK. CONSEQUENTLY, ANY CBI COMMON STOCK SHAREHOLDER WHO DESIRES
TO EXERCISE HIS OR HER RIGHTS TO PAYMENT FOR HIS OR HER SHARES OF CBI COMMON
STOCK IS URGED TO CONSULT HIS OR HER LEGAL ADVISER BEFORE ATTEMPTING TO
EXERCISE SUCH RIGHTS.

Only those CBI Common Stock Shareholders of record at the Close of
business on the Record Date are entitled to exercise dissenters' rights;
therefore, holders of outstanding CBI Depositary Shares and CBI Capital Notes
will not be entitled to exercise any dissenters' rights.

The Reorganization Agreement provides that should CBI Common Stock
Shareholders holding more than seven percent (7%) of the CBI Common Stock
issued and outstanding at the Closing Date have perfected their dissenters'
rights in accordance with the Missouri Act through the Closing Date, UPC and
Acquisition Company have the right, exercisable in their sole discretion (i) to
terminate the Reorganization Agreement without penalty, or (ii) subject to the
prior approval of the CBI Board, to reduce the Exchange Ratio by an amount
sufficient to offset the aggregate amount required to be paid to such
dissenting CBI Common Stock Shareholders that exceeds the amount of
consideration such CBI Common Stock Shareholders would have received had they
not exercised their dissenters' rights.

For a discussion of certain federal income tax consequences in
connection with exercising dissenters' rights, see "THE MERGER--Certain Federal
Income Tax Consequences."

RECOMMENDATION

For the reasons described below, the CBI Board has adopted and
approved the Reorganization Agreement and Plan of Merger and believes that the
Merger is in the best interest

34
<PAGE> 44

of CBI and the CBI Common Stock Shareholders and recommends that the CBI Common
Stock Shareholders vote "FOR" the approval of the Reorganization Agreement and
Plan of Merger.

THE MERGER

The following information concerning the Merger, insofar as it relates
to matters contained in the Reorganization Agreement or the Plan of Merger
annexed thereto as Exhibit A, is qualified in its entirety by reference to the
Reorganization Agreement and the Plan of Merger which are annexed hereto as
Appendix A and are incorporated herein by reference. CBI Common Stock
Shareholders are urged to read carefully the Reorganization Agreement and the
Plan of Merger annexed thereto as Exhibit A.

BACKGROUND OF AND REASONS FOR THE MERGER

Prior to 1994, CBI's management had casual discussions in informal
settings with personnel of other bank holding companies regarding potential
affiliations. During 1994, CBI was contacted by representatives from several
broker-dealers and bank holding companies concerning affiliation inquiries. In
February 1995, CBI engaged the services of M. A. Schapiro in connection with a
potential sale of CBI. It was determined that indications of interest should
be sought by CBI from selected potential acquirors to determine an appropriate
evaluation of the value of CBI.

The CBI Board reviewed proposals from UPC as well as several other
regional bank holding companies, and rejected all indications of interest
received, including that of UPC, but authorized CBI's Management to continue
discussions with UPC. After consultations with representatives of M. A.
Schapiro, the CBI Board determined that UPC's proposal was the most
advantageous to the CBI Common Stock Shareholders, and in June 1995, authorized
formal negotiations with UPC. During the first part of June 1995, the terms of
the Reorganization Agreement were negotiated. The Merger consideration and
other terms and conditions of the Reorganization Agreement were established
through arm's length negotiations between CBI and UPC and their respective
advisors.

The CBI Board met on June 19, 1995. After carefully considering the
terms in the Reorganization Agreement, the CBI Board unanimously approved the
Reorganization Agreement as being in the best interests of CBI and the CBI
Common Stock Shareholders.

The recommendation of CBI's Board is based upon a number of factors,
including the Exchange Ratio and other terms of the Reorganization Agreement,
the tax-free nature of the Merger for CBI's Common Stock Shareholders, the
opinion of M. A. Schapiro that the Exchange Ratio is fair from a financial
point of view to CBI Common Stock Shareholders; the benefits expected to result
from the combination of CBI and UPC, information concerning the financial
condition, results of operations and prospects of CBI and UPC on a combined
basis, the market prices of and dividend policies with respect to CBI Common
Stock and UPC Common Stock,

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<PAGE> 45

results of due diligence investigations of UPC by CBI, and recent federal and
state legislative changes affecting the banking industry in general.

FAIRNESS OPINION OF FINANCIAL ADVISOR

CBI retained M. A. Schapiro to provide an opinion as to the fairness
of the Exchange Ratio, from a financial point of view to the CBI Common Stock
Shareholders. CBI selected M. A. Schapiro as its financial advisor because of
its reputation and because M. A. Schapiro has substantial experience in
transactions similar to the Merger. M. A. Schapiro, has, from time to time,
provided other financial advisory services to CBI, including advising CBI with
respect to mergers and acquisitions. M. A. Schapiro is a nationally-recognized
investment banking firm specializing in the banking and financial services
industry. M. A. Schapiro is continually engaged in the valuation of businesses
and securities in connection with mergers and acquisitions, negotiated
underwritings, private placements, competitive biddings, secondary
distributions of listed and unlisted securities, and valuations for estate,
corporate and other purposes.

M. A. Schapiro has delivered its written opinion to the CBI Board
that, as of the date of this Prospectus, the Exchange Ratio was fair from a
financial point of view, to the CBI Common Stock Shareholders. No limits were
imposed by the CBI Board upon M. A. Schapiro with respect to the investigations
made or procedures followed by M. A. Schapiro in rendering its opinions. M. A.
Schapiro did not set the Exchange Ratio, but the Exchange Ratio was presented
to M. A. Schapiro for its analysis and opinion.

THE FULL TEXT OF THE OPINION OF M. A. SCHAPIRO DATED THE DATE OF THIS
PROSPECTUS, WHICH SETS FORTH ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITS ON
THE REVIEW UNDERTAKEN BY M. A. SCHAPIRO, IS ATTACHED HERETO AS APPENDIX B. CBI
COMMON STOCK SHAREHOLDERS ARE URGED TO READ THIS OPINION IN ITS ENTIRETY. M.
A. SCHAPIRO'S OPINION ARE DIRECTED ONLY TO THE EXCHANGE RATIO AND DOES NOT
CONSTITUTE A RECOMMENDATION TO ANY CBI COMMON STOCK SHAREHOLDER AS TO HOW SUCH
SHAREHOLDER SHOULD VOTE AT THE SPECIAL MEETING OR AS TO ANY OTHER MATTER. THE
SUMMARY OF THE OPINIONS OF M. A. SCHAPIRO SET FORTH IN THIS PROSPECTUS IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF SUCH OPINION.

In connection with its opinion dated the date hereof, M. A. Schapiro
reviewed, among other things: (a) the Reorganization Agreement and Plan of
Merger; (b) this Prospectus; (c) publicly available reports filed with the
Commission by CBI and UPC; (d) certain other publicly available financial and
other information concerning CBI and UPC; (e) certain other internal
information, including projections, relating to CBI and UPC, prepared by the
managements of CBI and UPC and furnished to M. A. Schapiro for purposes of its
analysis; and (f) publicly available information concerning certain other banks
and bank holding companies, the trading markets for their securities and the
nature and terms of certain other merger and acquisition transactions believed
relevant to its inquiry. M. A. Schapiro also met with certain officers and
representatives of CBI and UPC to discuss the foregoing as well as other
matters relevant to its inquiry, including the past and current business
operations, results of regulatory examinations, financial condition, current
loan quality and trends, and future prospects of CBI

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<PAGE> 46

and UPC, both separately and on a combined basis. In addition, M. A. Schapiro
reviewed the reported price and trading activity for both the CBI Common Stock
and the UPC Common Stock, compared certain financial and stock market
information for CBI and UPC with similar information for certain other
companies, the securities of which are publicly traded, reviewed the financial
terms of certain recent business combinations in the commercial banking
industry and performed such other studies and analyses as it considered
appropriate. M. A. Schapiro also took into account its assessment of general
economic, market and financial conditions and its experience in other
transactions, as well as its experience in securities valuation and its
knowledge of the banking industry generally. M. A. Schapiro's opinion was
necessarily based upon conditions as they existed and could be evaluated on the
date thereof and the information made available to M. A. Schapiro through the
date thereof.

In conducting its review and in arriving at its opinion, M. A.
Schapiro relied upon and assumed the accuracy and completeness of the financial
and other information provided to it or publicly available and did not attempt
independently to verify the same. M. A. Schapiro relied upon the managements
of CBI and UPC as to the reasonableness and achievability of the projections
(and the assumptions and bases therefor) provided to M. A. Schapiro, and
assumed such projections, including without limitation, projected cost savings
and operating synergies resulting from the Merger, reflected the best currently
available estimates and judgments of such managements and that such projections
would be realized in the amounts and in the time periods estimated. M. A.
Schapiro also assumed, without independent verification, that the aggregate
allowances for loan losses for CBI and UPC were adequate to cover such losses.
M. A. Schapiro did not make or obtain any evaluations or appraisals of the
property of CBI or UPC. M. A. Schapiro was retained by the CBI Board to
express an opinion as to the fairness of the Exchange Ratio to the CBI Common
Stock Shareholders from a financial point of view. M. A. Schapiro did not
address CBI's underlying business decisions to proceed with the Merger and did
not make any recommendations to the CBI Board with respect to any approval of
the Merger.

In connection with rendering its opinion to the CBI Board, M. A.
Schapiro performed a variety of financial analyses which are summarized below.
The summary of such analyses set forth herein does not purport to be a complete
description of such analyses. M. A. Schapiro believes that its analyses and
the summary set forth herein must be considered as a whole and that selecting
portions of such analyses and the factors considered therein, without
considering all factors and analyses, could create an incomplete view of the
analyses and the process underlying M. A. Schapiro's opinion. The preparation
of a fairness opinion is a complex process involving subjective judgments and
it is not necessarily susceptible to partial analyses or summary description.
In its analyses, M. A. Schapiro made numerous assumptions with respect to
industry performance, business and economic conditions, and other matters, many
of which are beyond the control of CBI and UPC. Any estimates contained in M.
A. Schapiro's analyses are not necessarily indicative of future results or
values, which may be significantly more or less favorable than such estimates.
Estimates of values of companies do not purport to be appraisals or necessarily
reflect the price at which companies or their securities actually may be sold.
No company or transaction utilized in M. A. Schapiro's analyses was identical
to CBI or UPC or the

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<PAGE> 47

Merger. Accordingly, such analyses are not based solely on arithmetic
calculations; rather they involve complex considerations and judgments
concerning differences in financial and operating characteristics of the
relevant companies, the timing of the relevant transaction and prospective
buyer interest, as well as other factors that could affect the public trading
values of the company or companies to which they are being compared. None of
the analyses performed by M. A. Schapiro was assigned a greater significance by
M. A. Schapiro than any other.

The projections reviewed by M. A. Schapiro were prepared by the
managements of CBI and UPC. Neither CBI nor UPC publicly discloses internal
management projections of the type provided to the CBI Board and to M. A.
Schapiro in connection with the review of the Merger. Such projections were
not prepared with a view towards public disclosure. The projections were based
upon numerous variables and assumptions which were inherently uncertain,
including, without limitation, factors related to general economic and
competitive conditions, as well as trends in asset quality. Accordingly,
actual results could vary significantly from those set forth in such
projections.

The following is a brief summary of the analyses performed by M. A.
Schapiro as described to the CBI Board by M. A. Schapiro on June 19, 1995:

(a) Summary. M. A. Schapiro summarized the terms of the Merger,
including the conversion of each share of CBI Common Stock into the
right to receive 1.185 shares of UPC Common Stock. M. A. Schapiro
also summarized the competitive and economic factors in CBI's market
area as they affect financial institutions, earnings sensitivity,
pricing comparability and earnings per share estimates for the pro
forma company in light of the Merger.

(b) Analyses of Other Merger Transactions. M. A. Schapiro
analyzed certain other bank and bank holding company merger and
acquisition transactions with transaction values between $50 million
and $250 million from 1988 through June 16, 1995. M. A. Schapiro
compared the multiples produced by the UPC offer with the median deal
multiples for all transactions announced in 1995 as of June 16, 1995.
This analysis compared price/earnings, price/fully diluted book value
and price/fully diluted tangible book value multiples of the UPC offer
to the median multiples for the transactions analyzed. The following
are the median deal multiples presented to the CBI Board:

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<PAGE> 48

<TABLE>
<CAPTION>
Bank UPC/*
Acquisitions CBI
-----------------------------------------------
<S> <C> <C>
Price/Earnings 15.3x 14.6x
Price/Book 170.5% 157.0%
Price/Tangible Book 180.7% 184.0%
</TABLE>

__________________________________

*The value of the UPC offer was presented to the CBI Board as of June 16, 1995.
The corresponding Price/Earnings, Price/Book, and Price/Tangible Book ratios
were 16.3%, 175.4%, and 205.6% as of October 3, 1995.

M. A. Schapiro's analysis showed that the range of implied valuations
of CBI, applying the median deal multiples described above to CBI's
earnings, book value and tangible book value, was $32.22 to $34.94 per
share. The results produced in this analysis do not purport to be
indicative of actual values or expected values of CBI or the shares of
CBI Common Stock.

The bank acquisition transactions for the Midwest for the period from
January 1, 1995 included in the above multiples are:

<TABLE>
<CAPTION>
BUYER SELLER
----- ------
<S> <C>
Summit Bancorp Garden State Bancshares
First Commerce Corp. Central Corporation
Comerica Inc. Metrobank
Bank of New York Putnam Trust Co.
First Tennessee National Financial Investment
National City Corp. United Bancorp of Kentucky
Staten Island Savings Bank Gateway Bancorp
</TABLE>

(c) Discounted Cash Flow. M. A. Schapiro performed a discounted
cash flow analysis of CBI. This scenario assumed annual earnings and
cash dividend appreciation of CBI of 12.2% and 6.2% respectively,
discount rates of 12% to 16%, and different terminal price multiples
ranging from 13.0x to 16.0x to apply to 1999 estimated earnings. This
scenario showed a range of present values per share of CBI Common
Stock from $26.41 to $37.76. The results produced in this analysis do
not purport to be indicative of the actual values or expected values
of CBI or the shares of CBI Common Stock.

(d) Analysis of the Combined Company. M. A. Schapiro analyzed
certain balance sheet and income statement data for CBI and UPC, on
both a historical and pro forma basis. Such analysis reviewed the
profitability, capital, credit quality, and market niches of UPC, and
the ranking and competitiveness within its banking market. The
analysis

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<PAGE> 49

showed, among other things, that the pro forma company would be
approximately $11 billion in assets with an excess of $800 million in
shareholders' equity. Profitability was analyzed from the impact of
realizing non- expense savings and assuming a 15% reduction in CBI's
pre-tax operating expenses.

(e) Analysis of Comparable Companies. M. A. Schapiro examined the
operating and trading performance of CBI in comparison to selected
publicly traded bank holding companies located in Missouri and
contiguous states. The group of eighteen companies included:

<TABLE>
<S> <C>
AMCORE Financial, Inc. Homeland Bankshares Corp.
BancFirst Corporation Hawkeye Bancorporation
Brenton Banks, Inc. Mid-America Bancorp.
CBT Corporation Mississippi Valley Bancshares
Cole Taylor Financial Group Peoples First Corporation
Firstbank of Illinois Co. Pikeville National Corporation
First Commerce Bancshares River Forest Bancorp
Farmers Capital Bank Corp. Trans Financial Bancorp, Inc.
Heritage Financial Services First United Bancshares, Inc.
</TABLE>

M. A. Schapiro analyzed the relative performance and outlook for CBI
by comparing certain financial and trading market information of CBI
with the group of comparable banks. M. A. Schapiro compared CBI with
the comparable banks based upon selected operating statistics,
including capitalization, profitability and credit quality. Using
data at, or for the twelve months ended, March 31, 1995, and pricing
data as of June 16, 1995 the median market price to latest twelve
months earnings multiple was 11.8x for the comparable banks and 14.0x
for CBI. The median price to stated book value was 148.6% for the
comparable banks and 147.6% for CBI. The median price to tangible
book value was 155.4% for the comparable banks and 169.7% for CBI.

M. A. Schapiro examined the operating and trading performance of UPC
in comparison to selected publicly traded commercial bank holding
companies. The group of thirty-three companies consisted of:

<TABLE>
<S> <C>
AmSouth Bancorporation Huntington Bancshares Inc.
Bank South Corporation Magna Group, Inc.
Central Fidelity Banks, Inc. Marshall & Ilsley Corporation
Centura Banks, Inc. Mercantile Bancorporation Inc.
Commerce Bancshares, Inc. Northern Trust Corporation
Compass Bancshares, Inc. Old Kent Financial Corporation
Crestar Financial Corporation Old National Bancorp
Deposit Guaranty Corp. Provident Bancorp, Inc.
Fifth Third Bancorp Regions Financial Corp.
First American Corporation Signet Banking Corporation
</TABLE>

40
<PAGE> 50

<TABLE>
<S> <C>
First Citizens BancShares Inc. Southern National Corporation
First Commercial Corporation SouthTrust Corporation
First Tennessee National Corp. Star Banc Corporation
First Virginia Banks, Inc. Synovus Financial Corp.
Firstar Corporation Trustmark Corporation
FirstMerit Corporation UMB Financial Corporation
Fourth Financial Corporation
</TABLE>

M. A. Schapiro also analyzed the relative performance and outlook for
UPC by comparing certain financial and trading market information of
UPC with the group of comparable commercial banks. M. A. Schapiro
compared UPC with the comparable commercial banks based upon selected
operating statistics, including capitalization, profitability and
credit quality. Using data at, or for the twelve months ended March
31, 1995 and pricing data as of June 16, 1995, the median market price
to latest twelve months earnings multiple was 11.1x for the comparable
commercial banks and 19.2x for UPC. The median price to 1995 earnings
estimates was 10.2x for the comparable commercial banks and 9.1x for
UPC. The median price to stated book value was 162.5% for the
comparable commercial banks and 155.8% for UPC. The median price to
tangible book value was 181.6% for the comparable commercial banks and
168.8% for UPC. The median capitalization levels for the comparable
commercial banks was, 7.28% tangible common equity to assets, and
10.66% Tier 1 risk-based capital ratio. UPC ratios for these measures
were 6.57% and 12.76%. The median return on average common equity was
14.90% for the comparable commercial banks and 7.30% for UPC. The
median ratio of nonperforming assets to loans and other real estate
owned was 0.71% for the comparable commercial banks and 0.60% for UPC.
The median ratio of reserves to nonperforming assets was 221.8% for
the comparable commercial banks and 338.7% for UPC, while reserves to
loans was 1.65% for the comparable commercial banks and 2.05% for UPC.

In the ordinary course of its business, M. A. Schapiro makes a market
in the common stock of CBI for its own account and for the account of its
customers and may at any time hold a long or short position in such securities.

CBI and M. A. Schapiro have entered into a letter agreement dated
February 22, 1995 (the "M. A. Schapiro Engagement Letter"), relating to the
services to be performed by M. A. Schapiro in connection with the Merger. CBI
has agreed to pay M. A. Schapiro a fee (the "Fee") for its services equal to
0.85% of the value of the consideration received by CBI and its CBI Common
Stock Shareholders less $25,000 which, based upon a projected $35.25 value per
share, will equal $1,035,034. The Fee, which will be paid in cash, was and is
to be paid according to the following schedule: $300,000 upon the execution of
the Reorganization Agreement and Plan of Merger; with the remaining balance to
be paid at the Effective Time of the Merger. All such payments shall be
non-refundable. For purposes of the M. A. Schapiro Engagement Letter, the
value of the non-cash consideration received by CBI and CBI Common Stock
Shareholders shall mean the fair market value of UPC Common Stock, based on the
average last sale price as reported on the NYSE for the ten trading days ending
five trading days prior to the Effective

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<PAGE> 51

Time of the Merger. CBI also agreed to periodically reimburse M. A. Schapiro
for its out-of-pocket expenses, including fees and disbursements of M. A.
Schapiro's legal counsel. In the M. A. Schapiro Engagement Letter, CBI agreed
to indemnify M. A. Schapiro against certain liabilities, including liabilities
under the federal securities laws.

M. A. Schapiro's opinion does not constitute a recommendation to any
CBI Common Stock Shareholders as to how such shareholder should vote his or her
shares of CBI Common Stock on the Reorganization Agreement and Plan of Merger.

TERMS OF THE MERGER

At the Effective Time of the Merger, CBI will merge with and into
Acquisition Company with Acquisition Company surviving the Merger. Acquisition
Company, as the surviving entity, will immediately change its name to "Capital
Bancorporation, Inc.," and will continue to operate thereafter as a
wholly-owned subsidiary of UPC. In that manner, CBI and all of its
subsidiaries would be acquired by UPC. In the Merger, each share of CBI Common
Stock outstanding immediately prior to the Effective Time of the Merger, other
than shares of CBI Common Stock with respect to which dissenters' rights shall
have been perfected as described above, will be converted exclusively into the
right of the CBI Record Shareholder to receive the consideration provided for
in the Reorganization Agreement and Plan of Merger as described in the
following paragraph.

The Exchange Ratio; Adjustments. The method of determining the
Exchange Ratio and the amount to be paid for fractional shares of UPC Common
Stock is stipulated in Section 3.1(e) of the Reorganization Agreement. Under
Section 3.1(e), the CBI Record Shareholders would receive for each of their
shares of CBI Common Stock, 1.185 shares of UPC Common Stock. The Exchange
Ratio may, however, be adjusted downward in the event CBI Common Stock
Shareholders holding more than seven percent (7%) of the CBI Common Stock
issued and outstanding at the Closing Date perfected their dissenters' rights
in accordance with the Missouri Act through the Closing Date. If such were to
occur, UPC and Acquisition Company have the right, exercisable in their sole
discretion (i) to terminate the Reorganization Agreement without penalty, or
(ii) subject to the prior approval of the CBI Board, to reduce the Exchange
Ratio by an amount sufficient to offset the aggregate amount required to be
paid to such dissenting CBI Common Stock Shareholders that exceeds the amount
of consideration such CBI Common Stock Shareholders would have received had
they not exercised their dissenters' rights.

CBI Options. Pursuant to Section 2.7 of the Reorganization Agreement,
at the Effective Time of the Merger all CBI Options then outstanding
immediately prior to the Effective Time of the Merger will be automatically
amended to represent the option to purchase, on their same terms and
conditions, that number of shares of UPC Common Stock as would equal the
Exchange Ratio for each share of CBI Common Stock which otherwise could be
purchased. Thereafter, the stock option plan pursuant to which the CBI Options
were issued will remain in effect, but no additional CBI Options will be
issued. UPC will register with the Commission the shares of UPC Common Stock
to be issued upon exercise of the CBI Options outstanding immediately

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<PAGE> 52

prior to the Effective Time of the Merger on a Form S-8 Registration Statement,
which it is anticipated will become effective on or shortly after the Effective
Date of the Merger. Such shares will also be listed on the NYSE.

CBI Warrants. Pursuant to Section 2.7 of the Reorganization
Agreement, should there be any CBI Warrants outstanding and exercisable
immediately prior to the Effective Time of the Merger, then at such Effective
Time of the Merger those CBI Warrants would be automatically amended to
represent the right to purchase, on its same terms and conditions, that number
of shares of UPC Common Stock as shall equal the Exchange Ratio for each share
of CBI Common Stock which otherwise could be purchased upon exercise of such
CBI Warrant. Pursuant to their terms, the CBI Warrants expire on December 31,
1995 (the "CBI Warrant Expiration Date"), regardless of whether the Merger is
consummated. Any holder of a CBI Warrant who wishes to exercise his or her CBI
Warrants must do so on or prior to the CBI Warrant Expiration Date.

CBI Capital Notes. Pursuant to Section 2.8 of the Reorganization
Agreement, as of the Effective Time of the Merger, the CBI Capital Notes then
outstanding will be automatically modified such that each $20 of principal
thereof would be convertible into that number of shares of UPC Common Stock as
would equal the Exchange Ratio instead of one share of CBI Common Stock.

Therefore, assuming there is no adjustment to the Exchange Ratio due
to dissenters' rights, the Exchange Ratio will be 1.185 shares of UPC Common
Stock for each share of CBI Common Stock.

No fractional shares of UPC Common Stock will be issued in the
transaction and if, after aggregation of all shares (and fractional shares) of
UPC Common Stock to which a CBI Record Shareholder shall be entitled to receive
as a result of the Merger being consummated, such CBI Record Shareholder should
be entitled to any fraction of a share of UPC Common Stock, cash will be paid
by UPC in lieu of such remaining fractional share based on the average of the
last sale price of UPC Common Stock on the NYSE for the ten (10) trading days
next preceding the Closing Date.

CBI Common Stock Shareholders at the close of business on the Record
Date for the Special Meeting will have the right to dissent from the
Reorganization Agreement and the Plan of Merger and receive a cash payment
equal to the fair value of their shares of CBI Common Stock, all in conformity
with Section 351.455 of the Missouri Act. See "THE SPECIAL
MEETING--Shareholders' Dissenters' Rights" and a copy of Section 351.455 of the
Missouri Act attached hereto as Appendix C. In order to be entitled to receive
the UPC Common Stock offered in exchange for CBI Common Stock in the Merger,
the CBI Common Stock Shareholder must own of record his or her shares of CBI
Common Stock at the Effective Time of the Merger.

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<PAGE> 53

EFFECTIVE DATE AND EFFECTIVE TIME OF THE MERGER

As soon as reasonably practicable after all conditions precedent
contained in the Reorganization Agreement have been satisfied or lawfully
waived, including receipt of all regulatory approvals and expiration of all
statutory waiting periods, or on such later date as may be agreed to by UPC and
CBI, the parties will cause to be filed Articles of Merger with the Secretary
of State of Tennessee. The Effective Time of the Merger will be the time
specified in the Articles of Merger. The Effective Date of the Merger will be
the day on which the Effective Time of the Merger occurs. It is presently
expected that the Effective Time of the Merger will occur in either the fourth
quarter of 1995 or in the first quarter of 1996. There can be no assurance
that such expectation will be achieved.

SURRENDER OF CERTIFICATES

Within five days after the Effective Time of the Merger, the Corporate
Trust Department of Union Planters National Bank, acting in the capacity of
exchange agent for UPC and CBI (the "Exchange Agent"), will mail to each CBI
Record Shareholder a form letter of transmittal, together with instructions and
a return mailing envelope (collectively, the "Exchange Materials") to
facilitate the exchange of such holder's certificates formerly representing
shares of CBI Common Stock for UPC Common Stock and cash payment for any
fractional share, as provided in the Reorganization Agreement.

CBI COMMON STOCK SHAREHOLDERS SHOULD NOT SEND IN THEIR CERTIFICATES
UNTIL THEY RECEIVE THE EXCHANGE MATERIALS FROM THE EXCHANGE AGENT.

Upon receipt of the Exchange Materials, CBI Record Shareholders should
complete the letter of transmittal in accordance with the instructions provided
and deliver the letter of transmittal, together with all stock certificates
formerly representing shares of CBI Common Stock to the Exchange Agent in the
return envelope provided. If the Exchange Agent shall have received the
certificates and related documentation completed in proper form, on or prior to
the tenth day after receipt thereof, UPC will issue and the Exchange Agent will
mail to the CBI Record Shareholder a certificate representing the whole number
of shares of UPC Common Stock to which such holder is entitled pursuant to the
Reorganization Agreement, together with a check in the amount of any cash
consideration in lieu of a fractional share. No consideration will be
delivered to a CBI Record Shareholder unless and until such holder shall have
properly delivered to the Exchange Agent certificates formerly representing the
shares of CBI Common Stock owned by him or her and in respect of which he or
she claims payment is due, or such documentation, if applicable, and security
in respect of lost or stolen certificates as may be required by the
Reorganization Agreement or the Exchange Materials.

No dividend or other distribution with respect to the shares of UPC
Common Stock will be paid or delivered to the holder of any unsurrendered
certificate(s) formerly evidencing and representing shares of CBI Common Stock
until the holder surrenders such certificate(s) in

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<PAGE> 54

accordance with the Exchange Materials, at which time the holder will be
entitled to receive all previously withheld dividends and distributions,
without any interest thereon.

After the Effective Time of the Merger there will be no further
transfers recognized of CBI Common Stock on CBI's stock transfer books. If
certificates representing shares of CBI Common Stock should be presented for
transfer after the Effective Time of the Merger, they will be returned to the
presenter together with a form of letter of transmittal and exchange
instructions.

Neither UPC, CBI, the Exchange Agent, nor any other person shall be
liable to any former CBI Record Shareholder for any amount properly delivered
to a public official pursuant to applicable unclaimed property, escheat or
similar laws.

If a certificate formerly representing CBI Common Stock shall have
been lost, stolen or destroyed, the Exchange Agent will deliver the
consideration properly payable with respect to the shares of CBI Common Stock
formerly represented by such certificate in accordance with the Reorganization
Agreement upon receipt of appropriate evidence as to such loss, theft or
destruction; appropriate evidence as to ownership of such certificate by the
claimant; and a lost instrument bond in form and with a surety satisfactory to
UPC and the Exchange Agent as required by the Exchange Materials.

CONDITIONS TO CONSUMMATION OF THE MERGER

The respective obligations of UPC and CBI to effect the Merger are
subject to the satisfaction of the following conditions prior to the Effective
Time of the Merger: (i) approval of the Reorganization Agreement and Plan of
Merger and the transactions contemplated thereby by the affirmative votes of
the holders of at least two-thirds (2/3) of the total shares of CBI Common
Stock outstanding on the Record Date; (ii) approval of the Reorganization
Agreement and the transactions contemplated thereby by the Federal Reserve and
the Missouri Division, and the expiration of any statutory waiting periods with
respect thereto; (iii) receipt of all other regulatory and contractual consents
necessary to consummate the transactions contemplated by the Reorganization
Agreement; (iv) the satisfaction of all other requirements prescribed by law as
conditions precedent to the consummation of the transactions contemplated by
the Reorganization Agreement; (v) none of UPC, CBI or Acquisition Company shall
be subject to any order, decree or injunction of a court or agency which
presents a substantial risk of the restraint or prohibition of the consummation
of the Merger or the obtaining of material damages or other relief in
connection therewith; and (vi) the Registration Statement of which this
Prospectus forms a part shall have been declared effective by the Commission,
no stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall have been initiated
or threatened by the Commission.

The obligations of UPC and Acquisition Company to effect the Merger
are further subject to the satisfaction or waiver by UPC of the following
conditions: (i) UPC shall have received a legal opinion, dated the date of
closing, from counsel to CBI as to the good standing of CBI, the

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<PAGE> 55

enforceability and due authorization of the Reorganization Agreement and the
receipt of all required approvals (subject to limitations as permitted in the
Reorganization Agreement); (ii) each of the representations, warranties and
covenants of CBI set forth in the Reorganization Agreement shall, in all
material respects, be true on, or complied with by, the Effective Date of the
Merger as if made on such date (except to the extent they relate by their terms
to an earlier date) and UPC shall have received a certificate signed by certain
officers of CBI to such effect; (iii) there shall have been no damage to or
destruction of, or taking of any property of CBI or any material adverse change
in the business, financial condition, results of operations or prospects of
CBI; (iv) CBI shall not have committed to effect any form of business
combination with, or asset sale to any other person or entity, adopted any
"poison pill", shareholders' rights provision or "golden parachute", or taken
any other action the effect of which would be to materially diminish the value
of CBI to UPC; (v) CBI shall have maintained certain asset and capital
covenants and refrained from declaring or paying any dividends on CBI Common
Stock subsequent to December 31, 1994 (except a regular cash dividend of
eighteen cents ($0.18) per share of CBI Common Stock per quarter, increasing to
nineteen cents ($0.19) per share of CBI Common Stock per quarter beginning in
the third quarter of 1995, the declaration date of which must be consistent
with CBI's past practices); (vi) each member of the CBI Board, other than Van
H. Puls and P. Anthony Novelly, shall have entered into a non-compete agreement
with UPC, CBI and each CBI Subsidiary Bank (in the form annexed as Schedule
8.2(j) to the Reorganization Agreement); (vii) UPC shall have received letters
from all CBI executive officers, directors and shareholders who would be deemed
to be "affiliates" of CBI, committing not to pledge, assign, sell or take any
action which would diminish the risk of owning the UPC Common Stock in order to
preserve pooling of interests accounting treatment, and further committing to
resell the shares of UPC Common Stock they receive in the Merger only in
accordance with the Federal securities laws; (viii) dissenters' rights shall
not have been perfected for more than ten percent of the total number of shares
of CBI Common Stock outstanding; (ix) UPC shall have received an opinion from
its independent financial adviser to the effect that the consideration to be
delivered to the CBI Common Stock Shareholders is fair to the UPC shareholders
from a financial point of view and such opinion shall not have been withdrawn
prior to the Closing Date and UPC shall have received an updated "fairness
opinion" from its financial advisor dated within five (5) days of the Closing
Date reconfirming its opinion; and (x) UPC shall have received from Price
Waterhouse LLP, a letter dated within five (5) business days prior to the
Closing Date stating such independent accountants' opinion that the Merger
should be accounted for by UPC as a pooling of interests for financial purposes
and that such accounting is in accordance with GAAP.

The obligation of CBI to effect the Merger is further subject to the
satisfaction or waiver by CBI, of the following conditions: (i) CBI shall have
received a legal opinion, dated the Closing Date, from counsel to UPC and
Acquisition Company as to the good standing of UPC and Acquisition Company; the
enforceability and due authorization of the Reorganization Agreement; the
receipt of required approvals and the absence of conflict with UPC's and
Acquisition Company's respective Charters, Bylaws and material contracts
(subject to limitations as permitted in the Reorganization Agreement); (ii)
each of the representations, warranties and covenants of UPC and Acquisition
Company set forth in the Reorganization Agreement will, in

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all material respects, be true on, or complied with by, the Effective Date of
the Merger as if made on such date (except to the extent they relate by their
terms to an earlier date) and CBI shall have received a certificate signed by
certain officers of UPC and Acquisition Company to that effect; (iii) CBI shall
have received from UPC and Acquisition Company certificates from UPC and
Acquisition Company executive officers stating that the consummation of the
transaction has been duly authorized and that the persons executing and
delivering documents on behalf of UPC and Acquisition Company are duly
appointed and that their signatures are genuine; (iv) CBI shall have received
from the Exchange Agent a certificate to the effect that the Exchange Agent has
received proper authorization to issue certificates representing the UPC Common
Stock, and cash for any fractional shares, in an amount sufficient under the
circumstances set forth in the Reorganization Agreement; (v) there shall have
been no damage to or destruction of any property of UPC or any UPC Subsidiary,
or any material adverse change in the business, financial condition, results of
operation or prospects of UPC; (vi) CBI shall have received an opinion from M.
A. Schapiro that the Exchange Ratio is fair to the CBI Common Stock
Shareholders from a financial point of view, and such fairness opinion shall
not have been withdrawn prior to the Closing Date; and (vii) CBI shall have
received a legal opinion from its legal counsel that the Merger will constitute
a tax-free reorganization under Section 368 of the Code.

No assurance can be provided as to when, if ever, the regulatory
consents and approvals necessary to consummate the Merger will be obtained (or,
if so obtained, that such consents and approvals will not contain conditions or
requirements which would materially reduce the benefits of, and result in
abandonment of the Merger) or whether all of the other conditions precedent to
the Merger will be satisfied or waived by the party lawfully permitted to do
so.

REGULATORY APPROVALS

The Merger and its related transactions are subject to prior approval
by (i) the Federal Reserve under Section 3(a) of the Bank Holding Company Act;
(ii) the Missouri Division under Section 362.920 of the Revised Statutes of
Missouri. The Bank Holding Company Act, as amended (the "Bank Holding Company
Act"), requires that the Federal Reserve take into consideration, among other
factors, the financial and managerial resources and future prospects of the
institutions and the convenience and needs of the communities to be served.
The Bank Holding Company Act prohibits the Federal Reserve from approving the
Merger if it would result in a monopoly or be in furtherance of any combination
or conspiracy to monopolize or to attempt to monopolize the business of banking
in any part of the United States, or if its effect in any section of the
country would be to substantially lessen competition or to tend to create a
monopoly, or if it would in any other manner be a restraint of trade, unless it
should find that the anticompetitive effects of the Merger are clearly
outweighed by the public interest and the probable effect of the transaction in
meeting the convenience and needs of the communities to be served. The Federal
Reserve also has the authority to deny an application if it should conclude
that the combined organization would have an inadequate capital position or if
the acquiring organization does not comply with the requirements of the
Community Reinvestment Act of 1977, as amended (the "CRA").

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Under the Bank Holding Company Act, the Merger may not be consummated
earlier than the 15th day following the date of approval by the Federal
Reserve, during which period the United States Department of Justice is
afforded an opportunity to challenge the Merger on antitrust grounds. The
commencement of an antitrust action would stay the effectiveness of the Federal
Reserve's approval unless a court should specifically order otherwise. There
can be no assurance that the Department of Justice will not challenge the
Merger, or if such challenge is made, as to the result thereof.

Applications seeking regulatory approval of the Merger were filed on
or about August 21, 1995 with the Federal Reserve and the Missouri Division.
The Missouri Division has approved the Merger, but as of the date hereof the
Federal Reserve has not. On or about September 22, 1995, Hubert Van Tol,
Executive Director, Mid-South Peace and Justice Center, Memphis, Tennessee,
filed a protest against the Merger with the Federal Reserve alleging, among
other things, that UPC is not in compliance with its obligations under the CRA.
This is not the first time that Mr. Van Tol has filed such a protest against
UPC in connection with its acquisition applications, and UPC does not believe
that the protest will adversely effect the proposed Merger or result in a
denial of the application submitted in connection therewith.

The Merger may not lawfully proceed in the absence of the requisite
regulatory approvals. See "THE MERGER-- Conditions to Consummation of the
Merger" and "--Waiver and Amendment; Termination."

CONDUCT OF BUSINESS PENDING THE MERGER

The Reorganization Agreement contains certain restrictions upon the
conduct of CBI's business pending consummation of the Merger. In particular,
the Reorganization Agreement provides that, except as otherwise provided in the
Reorganization Agreement and/or without the written consent of UPC, CBI may
not, among other things; (i) amend its Restated Articles of Incorporation or
Bylaws; (ii) permit any lien or security interest to exist in respect to any
share of stock held by CBI, with the exception of the collateralization of the
loan from an unaffiliated lender incidental to CBI's acquisition of the
Jonesboro Bank; (iii) repurchase any of its capital stock, split or otherwise
subdivide its capital stock, recapitalize in any way or declare a stock
dividend in respect to the CBI Common Stock other than its regular cash
dividend of eighteen cents ($0.18) per share of CBI Common Stock per quarter,
increasing to nineteen cents ($0.19) per share of CBI Common Stock per quarter
beginning in the third quarter of 1995, the declaration dates of which shall be
consistent with CBI's past practice; (iv) issue or sell any CBI Common Stock or
sell or otherwise dispose of a substantial part of CBI's assets or earning
power; (v) dispose of, discontinue or acquire any material assets or earning
power other than in the ordinary course of business; (vi) incur any additional
debt in excess of $100,000 except in the ordinary course of business; (vii)
increase compensation, pay bonuses or enter into severance arrangements except
in accordance with past practices; (viii) amend any existing employment
contract with any person having a salary in excess of $30,000 per year or enter
into any new employment contract providing for an annual salary exceeding
$30,000 per year unless CBI or its subsidiaries may terminate the same at will
without liability, except for past services rendered

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by the employee; (ix) adopt any new, or make any change in or termination of,
any existing benefit plan; (x) enter into any new lease agreement or service
contract; (xi) make any capital expenditures except in the ordinary course of
business; (xii) extend credit (or commit to extend credit) to any officer,
director or holder of 2% or more of CBI Common Stock if such extension of
credit would exceed $1 million or amend the terms of any such credit; or (xiii)
acquire direct or indirect control over any person or entity except in the
ordinary course of business or in connection with internal reorganizations and
acquisitions in CBI's fiduciary capacity. Moreover, CBI shall, among other
things, operate in the usual, regular and ordinary course, preserve its
organization and assets and maintain its rights and franchises, use its best
efforts to retain its customer base and assist UPC in procuring all applicable
regulatory approvals.

PAYMENT OF DIVIDENDS

CBI is prohibited under Section 7.3(c) of the Reorganization Agreement
from paying dividends on or making any other type of distribution with respect
to the CBI Common Stock, with the exception of its regular cash dividend on CBI
Common Stock of eighteen cents ($0.18) per share of CBI Common Stock per
quarter, increasing to nineteen cents ($0.19) per share of CBI Common Stock per
quarter beginning in the third quarter of 1995, the declaration dates of which
shall be consistent with CBI's past practice. This provision does not affect
CBI's right to pay dividends on the outstanding CBI Preferred Stock thereby
providing for the payment of interest on the outstanding CBI Depositary Shares,
or the payment of interest on the outstanding CBI Capital Notes.

WAIVER AND AMENDMENT; TERMINATION

Prior to the Effective Date of the Merger any condition to closing set
forth in the Reorganization Agreement may (to the extent permitted by law) be
waived by the party benefitted by the provision, or the Reorganization
Agreement may be amended or modified (including the structure of the
transaction) by an agreement in writing approved by the Boards of UPC and CBI;
provided, however, that no such amendment may be effected after approval of the
Reorganization Agreement and Plan of Merger by the CBI Common Stock
Shareholders without approval of such shareholders if the effect of such
amendment would be to change the amount or the type of consideration to be
delivered and/or paid in the Merger to the CBI Record Shareholders, other than
in the event there should be an adjustment of the Exchange Ratio in accordance
with the Reorganization Agreement or the tax consequences to such CBI Record
Holders. For a discussion of the events which might lead to an adjustment of
the Exchange Ratio, see "The Merger--Terms of the Merger."

The Reorganization Agreement may be terminated at any time prior to
the Effective Date of the Merger, either before or after approval by the CBI
Common Stock Shareholders, as follows: (i) by the mutual consent of the
parties; (ii) by UPC or Acquisition Company if CBI or any subsidiary of CBI
should violate any affirmative or negative covenant in respect to the operation
of its business; (iii) by UPC or CBI if the Closing Date shall not have, with
certain exceptions, occurred by January 31, 1996 (which may, in certain
circumstances, be extended to

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April 30, 1996), unless the failure should be due to actions of the party
seeking to terminate; (iv) by either party if any governmental or regulatory
approval should be denied and not successfully appealed within certain time
limits; (v) by either party if the other party's closing conditions shall not
have been satisfied in all material respects or waived as of the Closing Date
or if the other party shall have committed a material breach which shall not
have been cured within 30 days after the breaching party receives notice of
such breach; (vi) by either party if there shall have been a material adverse
change in the business, properties, liabilities, prospects or net worth of the
other party; or (vii) by UPC should CBI enter into any business combination or
any letter of intent or agreement with respect thereto with any other person or
if CBI or any CBI Subsidiary Bank should enter into a formal capital plan in
cooperation with any applicable bank regulatory authority.

In the event of the valid termination of the Reorganization Agreement
by either UPC or CBI, the Reorganization Agreement and the Plan of Merger shall
become void, and there will be no liability on the part of either party or
their officers or directors except for liability for breach of the
Reorganization Agreement or for any misstatement or misrepresentation made
prior to such termination.

MANAGEMENT AFTER THE MERGER

The Reorganization Agreement and the Plan of Merger provide that after
the Effective Time of the Merger, the name of the Acquisition Company shall be
changed to "Capital Bancorporation, Inc.", and that Acquisition Company's
directors and officers in place immediately prior to the Effective Time of the
Merger shall continue to be the directors and officers of Acquisition Company
(as then renamed Capital Bancorporation, Inc.) after the Effective Time of the
Merger, until such directors or officers shall be replaced in accordance with
its Charter and Bylaws.

The current directors and officers of the Acquisition Company are
employees of UPC. The directors and officers of the CBI Subsidiary Banks are
expected to remain as officers and directors of such CBI Subsidiary Banks,
subject to changes resulting from certain contemplated mergers between such CBI
Subsidiary Banks as discussed below.

It is anticipated that those persons who are directors and officers of
the CBI Subsidiary Banks, with the exception of Van H. Puls, will continue
after the Effective Time of the Merger in their respective capacities.
Exceptions will arise in connection with the proposed merger of the Perryville
Bank and the Sikeston Bank with and into the Cape Girardeau Bank, and the
merger of the Jonesboro Bank with and into Union Planters Bank of Northeast
Arkansas. These mergers involving CBI Subsidiary Banks will not be completed
unless the Merger is consummated.

The anticipated management structure of CBI and the CBI Subsidiary
Banks will be consistent with UPC's operational philosophy of having its
subsidiary and affiliate banks operate autonomously in their respective
communities with the banking decisions being made by a local

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board of directors and local management, within broad guidelines established by
UPC. UPC has a very flat organizational structure with each of its 36
affiliated bank chief executive officers reporting directly to UPC's
President/Chief Operating Officer, or Chairman/Chief Executive Officer.
Because of this, UPC does not micro-manage its bank affiliates, but seeks to
support them in their local communities and provide supervisory assistance to
protect the value of UPC's investment in each bank. The day-to-day decisions
necessary to run the banks are made by the respective bank's management and
board of directors. As such, it is not anticipated that a change in the
directors and management of CBI will affect the day-to-day operations of the
CBI Subsidiary Banks. By and large those bank subsidiaries will continue to be
operated by their present management and employees.

UPC and CBI have been informed that Van H. Puls, President and Chief
Executive Officer of CBI, will retire from any and all officer and director
positions held with CBI or any CBI Subsidiary Bank upon, or shortly after, the
Effective Time of the Merger.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

CBI has entered into non-compete/separation agreements with the
executive officers of CBI, except for Edwin R. Puls; the presidents of each of
the Cape Girardeau Bank, the Sikeston Bank, the Perryville Bank, the Columbia
Bank, the St. Louis Bank, and the Springfield Bank; and certain other employees
of CBI (the "Employees"). The agreements generally provide that if at any time
after a change of control (as defined in the agreements) the Employee's
employment with CBI or any of its successors should be terminated by the
Employee for any reason or by CBI or any of its successors, CBI or its
successors will be obligated for a period of time ranging from six to 24 months
following the date of such employee's termination to (i) pay the base salary of
such Employee as then in effect, (ii) pay the Employee an amount equal to the
average of the bonuses paid by CBI or any of its successors to the Employee
during the three fiscal years immediately preceding the fiscal year in which
the termination date occurs, and (iii) maintain at its sole cost and expense
all fringe benefit plan programs enjoyed by such Employee at the date of such
termination and, at the end of such change of control period, grant the
Employee the opportunity to convert to an individual plan or program, any and
all such fringe benefit programs which by their terms are so convertible, at
the Employees' sole cost and expense. In consideration for the promise to make
the payments set forth above, the agreements contain a covenant not to compete
restricting the Employees from, among other things, engaging in any business
which is competitive with that of CBI or the CBI Bank Subsidiaries, within a
50-mile radius of their respective work locations until December 31, 1996,
which restriction terminates upon a change of control.

Through 1985, the Cape County Bank of Jackson (which was subsequently
merged into the Cape Girardeau Bank) entered into salary continuation
agreements (the "Salary Continuation

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Agreements") with certain of its officers that provide supplemental retirement
and death benefits to such officers. In 1994, CBI assumed the obligations of
the Cape Girardeau Bank under the Salary Continuation Agreements. At the same
time, the Salary Continuation Agreements were amended to provide that in the
event of a "change of control" of CBI (as that term was defined in the
amendment), the payments due under the Salary Continuation Agreements would
become immediately due but payable in accordance with the schedule set forth in
the Salary Continuation Agreements.

CBI has entered into incentive stock option agreements with Van H.
Puls, the executive officers of CBI, and the presidents of each of the Cape
Girardeau Bank, the Sikeston Bank, the Perryville Bank, the Columbia Bank, the
St. Louis Bank, and the Springfield Bank, pursuant to which each was awarded
options to purchase shares of CBI Common Stock, which options vest at dates
ranging from November 8, 1994 through December 31, 1996.

CBI also maintains a "key man" life insurance policy on Van H. Puls in
the amount of $1,000,000, under which CBI is the beneficiary. If Mr. Puls'
employment with CBI is terminated at any time within 24 months following a
change of control, he shall have the right, upon assumption of CBI's obligation
to pay the premium, to designate the beneficiary or beneficiaries under such
policy.

Van H. Puls has also entered into a Non-Competition Agreement dated
July 13, 1995 with UPC and Acquisition Company. The Non-Competition Agreement
provides that (i) Acquisition Company shall pay Mr. Puls the aggregate sum of
$375,000 to be paid in 12 equal quarterly installments, the first of which is
payable within ten days of the Effective Date of the Merger; (ii) for three
years from the Effective Date of the Merger, Mr. Puls shall be a participant in
the UPC Group Health Plan on the same terms and conditions as UPC executive
officers, and thereafter, Mr. Puls shall be entitled to participate in the UPC
Group Health Plan as a retiree; (iii) for a period of 24 months from the
Effective Date of the Merger, Mr. Puls may retain the use of the automobile
provided to him by CBI at the Effective Date of the Merger and at the end of
such period, Acquisition Company or UPC, as the case may be, shall convey title
to such automobile to Mr. Puls at no cost to Mr. Puls. In consideration for
the foregoing, the Non-Competition Agreement contains a covenant not to compete
for a period of three years from the Effective Date of the Merger in those
counties in Missouri and Arkansas in which CBI and any financial subsidiaries
of CBI shall maintain their banking offices, including branches, on the
Effective Date of the Merger, as well as those counties contiguous to those
counties in which they operate banking offices and branches. The
Non-Competition Agreement also prohibits Mr. Puls for a period of three years
after the Effective Date of the Merger from disclosing any confidential
information to any person or entity not employed by UPC, or any of its
subsidiaries or affiliates.

CBI has implemented various termination programs for all of its
full-time employees and all of the full-time employees of each of the CBI
Subsidiary Banks, which is similar to the termination programs maintained by UPC
for its employees and for those of its subsidiaries. CBI's program provides
for early retirement benefits, severance benefits and an "early out" program.
Under the "early out" program, employees attaining certain ages and years of
service with CBI or the CBI Subsidiary Banks would be entitled to certain
termination payments based on their ages and years of service if they choose to
sever their employment with CBI or a CBI Subsidiary Bank at the Effective Date.
Eligible employees have until November 30, 1995 to submit written notification
to CBI that they intend to participate in the early out program. Mr. Van H.
Puls is the only executive officer of CBI who, because of his years of service,
is eligible to participate in the early out program. It is anticipated that
Mr. Puls will participate in the early out program and his benefit thereunder
will be $195,000.

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LIMITATION ON NEGOTIATIONS

The Reorganization Agreement provides that CBI and its subsidiaries
shall not (and shall use their best efforts to ensure that their respective
directors, officers, employees and advisors do not) institute, solicit or
knowingly encourage any inquiry, discussion or proposal, or participate in any
discussions or negotiations with, or provide any confidential or non-public
information to, any entity or group concerning any Acquisition Proposal, except
for actions reasonably considered by the CBI Board of Directors, based upon the
advice of outside counsel, to be required in order for the CBI Board to fulfill
its fiduciary obligations. CBI must notify UPC immediately following receipt
of any Acquisition Proposal. In the event CBI were to enter into a letter of
intent or agreement with respect to an Acquisition Proposal, CBI or the
acquiror would be required to pay liquidated damages in the amount of
$6,000,000 to UPC, which amount represents the sum of the agreed expenses
incurred by UPC in connection with the Merger and the agreed loss to UPC in the
event the Merger were not consummated. Such sum would be payable immediately
in the event that CBI were to enter into a letter of intent or agreement with
respect to an Acquisition Proposal. The limitation on negotiations and
provision for liquidated damages will remain in effect until April 30, 1996,
unless before that date either the Merger should be consummated or the
Reorganization Agreement should be terminated, or if the Merger should be
otherwise not consummated, under specified circumstances. These provisions may
have the effect of discouraging competing offers to acquire or merge with CBI.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

THE FEDERAL INCOME TAX DISCUSSION SET FORTH BELOW IS ABBREVIATED IN
NATURE AND IS INCLUDED FOR GENERAL INFORMATION ONLY. FURTHER, THE FEDERAL
INCOME TAX DISCUSSION BELOW DOES NOT ADDRESS THE TAX CONSEQUENCES OF THE
MERGER, INCLUDING BUT NOT LIMITED TO ANY WITHHOLDING OBLIGATION, UPON CBI
COMMON STOCK SHAREHOLDERS WHO ARE NOT RESIDENT CITIZENS OF THE UNITED STATES.
ALL CBI COMMON STOCK SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS
AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE
APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

This discussion is based on the Code, regulations and rulings now in
effect or proposed thereunder, current administrative rulings and practice, and
judicial precedent, all of which are subject to change. Any such change, which
may or may not be retroactive, could alter the tax consequences discussed
herein. This discussion is also based on certain assumptions regarding the
factual circumstances that will exist at the Effective Time of the Merger,
including certain representations of UPC and CBI. If any of these factual
assumptions should be inaccurate, the tax consequences of the Merger could
differ from those described herein. This discussion assumes that shares of CBI
Common Stock are held as capital assets (within the meaning of Section 1221 of
the Code).

Assuming the Merger occurs in accordance with the Reorganization
Agreement, the Merger will constitute a "reorganization" for federal income tax
purposes under Section 368(a)(1) of the Code, with the following federal income
tax consequences:

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(1) CBI Record Shareholders will recognize no gain or loss as a
result of the exchange of their CBI Common Stock solely for shares of UPC
Common Stock pursuant to the Merger, except with respect to cash received in
lieu of fractional shares, if any, as discussed below.

(2) The aggregate adjusted tax basis of the shares of UPC Common
Stock received by each CBI Record Shareholder in the Merger (including any
fractional share of UPC Common Stock deemed to have been received, as described
in Paragraph 4 below) will be equal to the aggregate adjusted tax basis of the
shares of CBI Common Stock surrendered.

(3) The holding period of the shares of UPC Common Stock received
by each CBI Record Shareholder in the Merger (including any fractional share of
UPC Common Stock deemed to have been received, as described in Paragraph 4
below) will include the holding period of the shares of CBI Common Stock
exchanged therefor.

(4) A CBI Record Shareholder who receives cash in the Merger in
lieu of a fractional share of UPC Common Stock will be treated as if the
fractional share had been received in the Merger and then redeemed by UPC in
return for cash. The receipt of such cash will cause the recipient to
recognize capital gain or loss equal to the difference between the amount of
cash received and the portion of such holder's adjusted tax basis in the shares
of the UPC Common Stock allocable to the fractional share.

(5) A CBI Record Shareholder who perfects his or her dissenters'
rights under the laws of Missouri and who receives a cash payment for the "fair
value" of his or her shares of CBI Common Stock will be treated as having
received such payment in redemption of such stock. Such redemption will be
subject to the conditions and limitations of Section 302 of the Code, including
the attribution rules of Section 318. In general, if the shares of CBI Common
Stock are held by the CBI Record Shareholder as a capital asset at the
Effective Time of the Merger, such CBI Record Shareholder will recognize
capital gain (or loss) measured by the difference between the amount of cash
received by such CBI Record Shareholder and the basis in his or her shares of
CBI Common Stock. Each CBI Common Stock Shareholder who contemplates
exercising his or her dissenters' rights should consult his or her own tax
advisor as to the possibility that any payment to him or her would be treated
as dividend income.

THE FOREGOING IS A GENERAL DISCUSSION OF CERTAIN OF THE MATERIAL
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER AND IS INCLUDED FOR GENERAL
INFORMATION ONLY. THE FOREGOING DISCUSSION DOES NOT TAKE INTO ACCOUNT THE
PARTICULAR FACTS AND CIRCUMSTANCES OF EACH CBI COMMON STOCK SHAREHOLDER'S TAX
STATUS AND ATTRIBUTES. AS A RESULT, THE FEDERAL INCOME TAX CONSEQUENCES
ADDRESSED IN THE FOREGOING DISCUSSION MAY NOT APPLY TO EACH CBI COMMON STOCK
SHAREHOLDER. IN VIEW OF THE INDIVIDUAL NATURE OF INCOME TAX CONSEQUENCES, EACH
CBI COMMON STOCK SHAREHOLDER SHOULD CONSULT THEIR OWN TAX ADVISOR REGARDING THE
SPECIFIC TAX CONSEQUENCES OF THE MERGER TO THEM, INCLUDING THE

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APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND
THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL AND OTHER TAX LAWS.

ACCOUNTING TREATMENT

The Merger is expected to be treated by UPC and CBI as a pooling of
interests for accounting purposes. Accordingly, under GAAP as described in
Accounting Principles Board Opinion No. 16 for business combinations, the
assets and liabilities of CBI and UPC will be carried on the books of UPC
immediately subsequent to the Effective Time of the Merger at the amounts
recorded on the respective books of each corporation immediately prior to the
Effective Time of the Merger. Net income of UPC subsequent to the Merger
becoming effective will include the net income of CBI and UPC for the entire
fiscal period in which the Merger is consummated, which is expected by UPC and
CBI to be either in the fourth quarter of 1995 or the first quarter of 1996.
Subsequent to the Merger becoming effective, the historical reported income of
CBI and UPC will be combined and restated as income of UPC. The unaudited pro
forma consolidated financial information contained in this Prospectus has been
prepared using the pooling of interests method of accounting where applicable.

EXPENSES

The Reorganization Agreement provides, in general, that UPC, CBI and
Acquisition Company will each pay its own expenses in connection with the
Reorganization Agreement and the transactions contemplated thereby, including
fees and expenses of their own independent accountants and counsel.

RESALES OF UPC COMMON STOCK

The shares of UPC Common Stock issued to CBI Record Shareholders
pursuant to the Reorganization Agreement will be freely transferable under the
Securities Act, except for those shares of UPC Common Stock issued to any CBI
executive officer, director or shareholder who shall be deemed as of the date
of the Special Meeting to be an "affiliate" of CBI and, therefore, an
"underwriter" with respect to the UPC Common Stock received for purposes of
Rule 145 under the Securities Act. Affiliates may not sell their shares of UPC
Common Stock acquired in connection with the Merger except pursuant to an
effective registration statement under the Securities Act covering such shares
or in compliance with Rule 145 promulgated under the Securities Act or another
applicable exemption from the registration requirements of the Securities Act.
Persons who may be deemed to be affiliates of CBI generally include individuals
or entities that control, are controlled by or are under common control with,
CBI and includes its executive officers, directors, or holders of ten percent
(10%) or more of the outstanding CBI Common Stock. In addition, so that UPC
would be able to account for the Merger as a pooling of interests, affiliates
of CBI will be prohibited from pledging, assigning, selling, transferring or
likewise alienating or taking any action which would eliminate or diminish
their risk of owning or holding shares of UPC Common Stock received in the
Merger, or from entering into a formal

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<PAGE> 65

or informal agreement to do so, until UPC has published financial information
reflecting the results of combined operations of UPC and CBI for a period of
not less than thirty days. UPC will place restrictive legends on certificates
representing UPC Common Stock issued to all persons who are deemed by UPC to be
"affiliates". The form of the restrictive legend is set forth in Section 2.6
of the Reorganization Agreement (page 13 of Appendix A to this Prospectus).

CERTAIN REGULATORY CONSIDERATIONS

As a bank holding company, UPC, like CBI, is subject to the regulation
and supervision of the Federal Reserve. In addition, as a savings and loan
holding company, UPC, like CBI, is registered with the Office of Thrift
Supervision (the "OTS"). Thus, UPC, like CBI, is subject to Federal Reserve
and OTS regulation, supervision and reporting requirements. The UPC Banking
Subsidiaries and the CBI Subsidiary Banks which are national banking
associations are subject to supervision and examination by both the Office of
the Comptroller of the Currency (the "Comptroller") and the Federal Deposit
Insurance Corporation (the "FDIC"). State chartered bank subsidiaries of UPC
which are members of the Federal Reserve System are subject to supervision and
examination by both the Federal Reserve and the state banking authorities of
the states in which they are located. State-chartered bank subsidiaries of UPC
and CBI which are not members of the Federal Reserve System are subject to
supervision and examination by both the FDIC and the state banking authorities
of the states in which they are located. UPC's and CBI's federally-chartered
savings bank subsidiaries are subject to supervision and examination by the
OTS. UPC's Banking Subsidiaries, like the CBI Subsidiary Banks, are subject to
various requirements and restrictions, including requirements to maintain
reserves against deposits, restrictions on the types and amounts of loans that
may be granted and the interest that may be charged thereon, and limitations on
the types of investments that may be made and the types of services that may be
offered. Various consumer laws and regulations also affect the operations of
these banking subsidiaries. In addition to the impact of regulation, these
banking subsidiaries are also affected significantly by the actions of the
Federal Reserve as it attempts to control the money supply and credit
availability in order to influence the economy. A more detailed discussion of
this subject may be found in Part I, Item 1 of UPC's Annual Report on Form 10-K
for the year ended December 31, 1994, under the caption GOVERNMENTAL
SUPERVISION AND REGULATION OF FINANCIAL INSTITUTIONS (pages 3 through 6) which
is hereby incorporated by reference in this Prospectus.

Some of the many subjects of governmental regulation are: business
expansion through acquisitions or otherwise, capital adequacy, the requirement
of prompt corrective action under certain circumstances, restriction upon
payments of dividends and making other distributions, support of subsidiary
banks, limitations upon transactions with affiliates, FDIC Deposit Insurance
assessments, standards for safety and soundness, limitations upon acceptance of
brokered deposits, consumer protection, accounting, financial reporting and
similar matters.

In the area of FDIC insurance assessments, Federal regulators have
recently reduced the annual premiums for most of the nation's banks, but not
savings associations, as a result of

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<PAGE> 66

having reached required capital levels in its bank insurance fund. Under the
new premium schedule, the annual premiums for banks range from $.04 to $.31 for
every $100 of deposits as opposed to a range of $.23 to $.31 under the old
assessment schedule. For a detailed description of FDIC insurance assessment
requirements, see Part I, Item 1 of UPC's Annual Report on Form 10-K for the
year ended December 31, 1994, as noted above, and UPC's Quarterly Report on
Form 10-Q for the three- and six-month periods ended June 30, 1995. Based on
UPC's current deposit levels, it is estimated that UPC's deposit insurance
expense will be reduced approximately $12 million annually. The change is
expected to be effective during the third quarter of 1995 and may result in
retroactive application to the second quarter of 1995. As of June 30, 1995,
UPC had approximately $6.7 billion of deposits insured by the Bank Insurance
Fund ("BIF") and $1.6 billion of deposits insured by the Savings Association
Insurance Fund ("SAIF").

Several proposed bills have been introduced into the United States
legislature, the main purpose of which is to provide additional capitalization
of the SAIF and to provide funds to pay interest and/or principal on bonds
issued to finance governmental costs associated with the savings and loan
industry. A common feature of the proposed legislation is a one-time payment
to the SAIF and BIF by both savings associations and banks. The consideration
of these proposed bills is ongoing, and at this time it is impossible to state
with accuracy the amounts, if any, CBI and UPC, or any of their subsidiaries,
will be required to pay in connection with any such legislation should it be
passed, or the effect such payments, if any, will have on the financial
condition of CBI or UPC.

DESCRIPTION OF THE UPC COMMON AND PREFERRED STOCK

UPC's Charter of Incorporation ("Charter") currently authorizes the
issuance of 100,000,000 shares of common stock having a par value of $5.00 per
share (the "UPC Common Stock") and 10,000,000 shares of preferred stock having
no par value (the "UPC Preferred Stock"). As of September 30, 1995, 41,298,627
shares of UPC Common Stock were issued and outstanding and approximately
775,000 shares were subject to issuance through the exercise of options granted
pursuant to UPC's 1992 and 1983 Stock Option Plans and other employee, officer
and director benefit plans; approximately 968,000 shares were authorized for
issuance pursuant to said plans but not yet subject to option grants or
otherwise issued; and approximately 4,710,292 shares were authorized for
issuance and reserved for conversion of certain outstanding shares of UPC
Preferred Stock. In addition, as of September 30, 1995, 3,540,419 shares of
UPC Preferred Stock of all series were issued and outstanding, consisting of
44,000 shares of UPC's $8.00 Nonredeemable, Cumulative, Convertible Preferred
Stock, Series B (the "Series B Preferred Stock"); and 3,496,419 shares of UPC's
8% Cumulative, Convertible Preferred Stock, Series E. As of September 30,
1995, none of UPC's 250,000 authorized shares of Series A Preferred Stock were
issued and outstanding nor is management aware of the existence of
circumstances from which it may be inferred that such issuance is imminent.
THE CAPITAL STOCK OF UPC DOES NOT REPRESENT OR CONSTITUTE A DEPOSIT ACCOUNT AND
IS NOT INSURED BY THE FDIC, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION
INSURANCE FUND OR ANY GOVERNMENTAL AGENCY.

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<PAGE> 67

THE UPC COMMON STOCK

General. Shares of UPC Common Stock may be issued at such time or
times and for such consideration (not less than the par value thereof) as the
UPC Board may deem advisable, subject to such limitations as may be set forth
in the laws of the State of Tennessee, UPC's Charter or Bylaws or the rules of
the NYSE. Union Planters National Bank, a wholly-owned subsidiary of UPC, is
the Registrar, Transfer Agent and Dividend Disbursing Agent for shares of UPC
Common Stock. Its street address is Union Planters National Bank, Corporate
Trust Department, 6200 Poplar Avenue, Third Floor, Memphis, Tennessee 38119.
Its mailing address is P.O. Box 387, Memphis, Tennessee 38147.

Dividends. Subject to the preferential dividend rights applicable to
outstanding shares of the UPC Preferred Stock and subject to applicable
requirements, if any, with respect to the setting aside of sums for purchase,
retirement or sinking funds, if any, for all outstanding UPC Preferred Stock,
the holders of the UPC Common Stock are entitled to receive, to the extent
permitted by law, only such dividends as may be declared from time to time by
the UPC Board.

UPC has the right to, and may from time to time, enter into borrowing
arrangements or issue other debt instruments, the provisions of which may
contain restrictions on payment of dividends and other distributions on UPC
Common Stock and UPC Preferred Stock; however, UPC has no such arrangements in
effect at the date hereof.

Liquidation Rights. In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up of UPC, after
distribution in full of the preferential amounts required to be distributed to
the holders of UPC Preferred Stock, holders of UPC Common Stock will be
entitled to receive all of the remaining assets of UPC, of whatever kind,
available for distribution to shareholders ratably in proportion to the number
of shares of UPC Common Stock held. The UPC Board may distribute in kind to
the holders of UPC Common Stock such remaining assets of UPC or may sell,
transfer or otherwise dispose of all or any part of such remaining assets to
any other person or entity and receive payment therefor in cash, stock or
obligations of such other person or entity, and may sell all or any part of the
consideration so received and distribute any balance thereof in kind to holders
of UPC Common Stock. Neither the merger or consolidation of UPC into or with
any other corporation, nor the merger of any other corporation into UPC, nor
any purchase or redemption of shares of stock of UPC of any class, shall be
deemed to be a dissolution, liquidation or winding-up of UPC for purposes of
this paragraph.

Because UPC is a holding company, its right and the rights of its
creditors and shareholders, including the holders of UPC Preferred Stock and
UPC Common Stock, to participate in the distribution of assets of a subsidiary
on its liquidation or recapitalization may be subject to prior claims of such
subsidiary's creditors except to the extent that UPC itself may be a creditor
having recognized claims against such subsidiary.

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<PAGE> 68

UPC PREFERRED STOCK

Series A Preferred Stock. UPC's Charter provides for the issuance of
up to 250,000 shares (subject to adjustment by action of the UPC Board) of
Series A Preferred Stock under certain circumstances involving a potential
change in control of UPC. None of such shares are outstanding and management
is aware of no facts suggesting that issuance of such shares may be imminent.
The Series A Preferred Stock is described in more detail in UPC's Registration
Statement on Form 8-A dated January 19, 1989, and filed February 1, 1989
(Commission File No. 0-6919) which is incorporated by reference herein.

Series B Preferred Stock. In November 1989, UPC issued to two
holders, in a private offering incidental to an acquisition, 44,000 shares of
its Series B Preferred Stock all of which are outstanding as of the date
hereof. Such shares bear a dividend rate of $8.00 per share per annum;
dividends are cumulative. Each share of Series B Preferred Stock is
convertible at the option of the holder into 7.722 shares of UPC Common Stock,
with the maximum number of shares of UPC Common Stock into which such shares
may be converted being 339,768. The Series B Preferred Stock is not subject to
any sinking fund provisions and has no preemptive rights. Such shares provide
for a liquidation preference of $100.00 per share plus unpaid dividends accrued
thereon and are not subject to redemption by UPC. Holders of Series B
Preferred Stock have no voting rights except as required by law and in certain
other limited circumstances.

Series E Preferred Stock. In February 1992, UPC issued in a public
offering 2,200,000 shares of Series E Preferred Stock, all of which (except for
600 previously converted shares) are outstanding as of the date hereof. In the
first two quarters of 1993, UPC issued 908,522 shares of Series E Preferred
Stock in connection with UPC's acquisition of the remaining equity interest in
Bank of East Tennessee and UPC's acquisition of Erin Bank & Trust Company in
Erin, Tennessee, all of which are outstanding as of the date hereof. On July
1, 1995, UPC issued 388,497 shares of Series E Preferred Stock in connection
with its acquisition of First State Bancorporation, Inc. Up to 317,459 shares
of Series E Preferred Stock are expected to be issued upon consummation of
UPC's pending acquisition of ENB.

All shares of Series E Preferred Stock have a stated value of $25.00
per share. Dividends are payable at the rate of $0.50 per share per quarter
and are cumulative. The Series E Preferred Stock is convertible at the rate of
1.25 shares of UPC Common Stock for each share of Series E Preferred Stock.
The Series E Preferred Stock is not subject to any sinking fund provisions and
has no preemptive rights. Such shares have a liquidation preference of $25.00
per share plus unpaid dividends accrued thereon and, at UPC's option and with
the prior approval of the Federal Reserve, are subject to redemption by UPC at
any time or from time to time after March 31, 1997. Holders of Series E
Preferred Stock have no voting rights except as required by law and in certain
other limited circumstances.

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<PAGE> 69

CERTAIN PROVISIONS THAT MAY HAVE AN ANTI-TAKEOVER EFFECT

Certain provisions of UPC's Charter and Bylaws and certain provisions
of Tennessee law may have an anti-takeover effect in that they could prevent,
discourage or delay a change in control of UPC. The following summary briefly
describes certain of those provisions. The summary is not intended to be
complete and is qualified in its entirety by reference to UPC's Charter and
Bylaws and to applicable Tennessee law.

Charter and Bylaw Provisions. Pursuant to UPC's Charter, the
directors of UPC are elected for three-year terms of office, and approximately
one-third of the members of the UPC Board are up for election each year. The
Charter also restricts the removal of directors by shareholders.

The Charter requires the affirmative votes of the holders of 66 2/3%
of the outstanding shares for approval of a merger, consolidation or a sale or
lease of all or substantially all of the assets of UPC if the other party to
the transaction is a beneficial owner of 10% or more of the outstanding shares
of UPC. The Charter also requires the affirmative votes of the holders of 66
2/3% of the outstanding stock to amend the Bylaws of UPC and the provisions of
the Charter applicable to UPC's capital stock; to change the number, election
and classification of directors; to give approval of certain transactions as
described above; and to amend certain provisions of the Charter.

Share Purchase Rights Plan. In 1989, the UPC Board adopted a Share
Purchase Rights Plan and distributed a dividend of one Preferred Share Unit
Purchase Right ("Right") for each outstanding share of UPC Common Stock.
Moreover, one Right was required to be, automatically and without further
action by UPC, distributed in respect to each share of UPC Common Stock issued
thereafter. The Rights are generally designed to deter coercive takeover
tactics and to encourage all persons interested in potentially acquiring
control of UPC to treat each shareholder on a fair and equal basis. Each Right
trades in tandem with the share of UPC Common Stock to which it relates until
the occurrence of certain events indicating a potential change in control of
UPC. Upon the occurrence of such an event, the Rights would separate from UPC
Common Stock and each holder of a Right (other than the potential acquiror)
would be entitled to purchase certain equity securities at prices below their
market value. UPC has authorized 250,000 shares of Series A Preferred Stock
for issuance under the Share Purchase Rights Plan, but no shares have been
issued as of the date of this Prospectus. Until a Right is exercised, the
holders thereof, as such, will have no rights as shareholders of UPC, thus they
would have no right to vote or to receive dividends on the Series A shares.

Provisions of the Tennessee Code. As a Tennessee corporation, UPC is
or could be subject to various legislative acts set forth in Chapter 35 of
Title 48 of the Tennessee Code, which impose certain restrictions on business
combinations, including, but not limited to, combinations with interested
shareholders similar to those described above.

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<PAGE> 70

The Tennessee Business Combination Act (the "Tennessee BCA") generally
prohibits a "business combination" (generally defined to include mergers, share
exchanges, sales and leases of assets, issuances of securities, and similar
transactions) by UPC or a subsidiary with an "Interested Shareholder"
(generally defined as any person or entity which beneficially owns 10% or more
of the voting power of any class or series of UPC's stock then outstanding)
within five years after the person or entity becomes an Interested Shareholder
unless the business combination or the transaction pursuant to which the
Interested Shareholder became such was approved by the UPC Board before the
Interested Shareholder became such, and the business combination satisfies any
other applicable requirements imposed by law or by UPC's Charter or Bylaws.
The Tennessee BCA also severely limits the extent to which UPC or any of its
officers or directors could be held liable for resisting any business
combination.

The Tennessee Control Share Acquisition Act (the "Tennessee CSAA")
restricts the voting powers of shares acquired by a party once a specific level
of control is acquired unless certain conditions are met. Specifically, the
Tennessee CSAA provides that "Control Shares" will not have the voting rights
to which they normally would be entitled unless approved by the other
shareholders at an annual or special meeting. "Control shares" are shares
that, in the absence of the Tennessee CSAA, would give the acquiror voting
power within any of the following ranges of all of the voting power of UPC: (i)
one-fifth or more but less than one-third; (ii) one-third or more but less than
a majority; or (iii) a majority or more.

The provisions described above might be deemed to make UPC less
attractive as a candidate for acquisition by another company than would
otherwise be the case in the absence of such provisions. For example, if
another company should seek to acquire a controlling interest of less than 66
2/3% of the outstanding shares of UPC Common Stock, the acquiror would not
thereby obtain the ability to replace a majority of the UPC Board until at
least the second annual meeting of shareholders following the acquisition, and
furthermore the acquiror would not obtain the ability immediately to effect a
merger, consolidation or other similar business combination unless the
described conditions were met. As a result, UPC's shareholders may be deprived
of opportunities to sell some or all of their shares at prices that represent a
premium over prevailing market prices in a takeover context. The provisions
described above also may make it more difficult for UPC's shareholders promptly
to replace the UPC Board or management, even if the holders of a majority of
the UPC Common Stock should believe that such replacement is in the interests
of UPC. As a result, such provisions may tend to perpetuate the incumbent UPC
Board and management.

EFFECT OF MERGER ON RIGHTS OF CBI COMMON STOCK SHAREHOLDERS

At the Effective Date of the Merger, CBI Record Shareholders (except
for any such holder who shall have effectively exercised his or her dissenters'
rights) automatically will become holders of the UPC Common Stock and their
rights as holders of the UPC Common Stock will be determined by the Tennessee
Business Corporation Act and by UPC's Charter and Bylaws.

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<PAGE> 71

The following is a summary of the material differences in the rights of holders
of UPC Common Stock and CBI Common Stock.

REMOVAL OF DIRECTORS

CBI Directors may be removed with or without cause by the vote of the
holders of a majority of the shares entitled to vote at any meeting called for
that purpose.

In contrast, UPC's bylaws provide that directors may be removed with
or without cause by vote of the holders of 66 2/3% or more of the outstanding
shares entitled to vote generally in the election of directors.

REQUIRED SHAREHOLDER VOTES

Neither CBI's Restated Articles of Incorporation nor CBI's Bylaws, as
amended, require a supermajority vote of shareholders with respect to any item.
The UPC Charter provides that the vote of the holders of 66 2/3% or more of the
shares entitled to vote shall be required to approve any merger or
consolidation of UPC with or into any other corporation or the sale, lease,
exchange or other disposition of substantially all of UPC's assets, if on the
date a binding agreement is executed providing for such merger, sale or other
disposition, the corporation, person or entity into which UPC would be merged
or to which its assets would be sold is the beneficial owner of 10% or more of
the outstanding capital stock of UPC.

ELECTION OF DIRECTORS

CBI's Bylaws provide for only one class of directors and shareholders
are entitled to elect all of CBI's directors annually. Cumulative voting for
the election of directors is permitted. The number of directors may be fixed
from time to time by a majority of the entire CBI Board, but in no event shall
the number of directors be less than three nor more than twenty-five (25).

In contrast, UPC's bylaws provide for a classified board of directors
consisting of three classes with staggered terms of three years each.
Therefore, UPC shareholders are entitled to elect only one class, i.e.,
approximately one-third of UPC's directors annually. The number of UPC
directors shall be not less than seven (7) nor more than twenty-five (25). To
increase the number of directors, 66 2/3% of the directors then in office must
concur.

METHOD OF CASTING VOTES

Voting Rights. Each UPC Common Stock Shareholder shall have one vote
on all matters voted upon by shareholders in respect of each share of UPC
Common Stock held. Holders of UPC Common Stock do not have cumulative voting
rights.

Each CBI Common Stock Shareholder is entitled to one vote for each
share of stock held by him on each matter submitted at a meeting of
shareholders; provided, however, that in electing

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directors, each shareholder has cumulative voting rights. Cumulative voting
entitles each CBI Common Stock Shareholder to as many votes as shall equal the
number of shares of CBI Common Stock held by such CBI Common Stock Shareholder
multiplied by the number of directors to be elected, which votes may be cast
for one candidate or distributed among as many candidates and in such numbers
as he or she shall see fit.

Reservation of Shares. Such number of shares of UPC Common Stock as
may from time to time be required for such purpose shall be reserved for
issuance (i) upon conversion of any shares of UPC Preferred Stock or any other
obligation of UPC convertible into shares of UPC Common Stock which shall be at
the time outstanding, and (ii) upon the exercise of any outstanding options or
warrants to purchase shares of UPC Common Stock.

SHARE PURCHASE RIGHTS PLAN

As described above under "CERTAIN PROVISIONS THAT MAY HAVE AN
ANTI-TAKEOVER EFFECT--Share Purchase Rights Plan," UPC Common Stock has
attached Rights, which may deter certain takeover proposals. CBI does not have
a rights plan.

RESTRICTIONS ON CHANGES IN CONTROL

CBI is subject to the control share acquisition and the business
combination sections of the Missouri Act. The Missouri business combination
statute protects domestic corporations from hostile takeovers by prohibiting
certain transactions once an acquiror has gained control. The Missouri control
share acquisition statute generally requires shareholder approval for the
purchase of control shares, as defined, of a publicly traded corporation.
These provisions generally make it more difficult for there to be a change in
control of CBI or for CBI to enter into certain business combinations. As
described above under CERTAIN PROVISIONS THAT MAY HAVE AN ANTI-TAKEOVER
EFFECT--Provisions of the Tennessee Code, UPC is subject to similar
restrictions on changes in control.

VALIDITY OF UPC COMMON STOCK

The validity of the shares of the UPC Common Stock offered hereby will
be passed upon by E. James House, Jr., Secretary and Manager of the Legal
Department of UPC. E. James House, Jr. is an officer of, and receives
compensation from UPC. The tax consequences of the Merger to the CBI Record
Shareholders, in general, will be passed upon by Peper, Martin, Jensen, Maichel
and Hetlage, counsel to CBI. Certain members of Peper, Martin, Jensen, Maichel
and Hetlage own in the aggregate 1,900 shares of CBI Common Stock, 1,600 CBI
Warrants and $11,000 in principal amount of CBI Capital Notes.

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<PAGE> 73

EXPERTS

The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K of Union Planters Corporation
for the year ended December 31, 1994, have been so incorporated in reliance on
the report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K of Capital Bancorporation, Inc.,
for the year ended December 31, 1994 have been so incorporated in reliance on
the report of KPMG Peat Marwick LLP, independent certified public accountants,
given on the authority of said firm as experts in auditing and accounting.

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UNION PLANTERS CORPORATION
INDEX TO APPENDICES

<TABLE>
<CAPTION>
APPENDIX
NUMBER
- --------
<S> <C> <C>
A -- Agreement and Plan of Reorganization between Union Planters Corporation, Capital Bancorporation, Inc.
and CBI Acquisition Company, Inc., dated as of June 20, 1995, as amended and restated June 22, 1995,
together with the related Plan of Merger annexed thereto as Exhibit A.

B -- Fairness Opinion of Financial Advisor

C -- Copy of Section 351.455 of the Missouri Act pertaining to Shareholders' Dissenters' Rights.

</TABLE>

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<PAGE> 75

AGREEMENT AND PLAN OF REORGANIZATION

Dated as of June 20, 1995
(As amended and restated June 22, 1995)

Between

UNION PLANTERS CORPORATION and
CBI ACQUISITION COMPANY, INC.

and

CAPITAL BANCORPORATION, INC.

Joined in for limited purposes by:

WILLIAM G. LAUBER AND DOUGLAS D. HOMMERT,
AS CO-TRUSTEES OF CERTAIN TRUSTS DESCRIBED HEREIN
<PAGE> 76

<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C> <C>
AGREEMENT AND PLAN OF REORGANIZATION . . . . . . . . . . . . . . . . . . . 1

AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE 1

DEFINITIONS
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
-----------

ARTICLE 2

TERMS OF THE REORGANIZATION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.1 The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.2 Charter, Bylaws, Directors, Officers and Name of the Surviving Corporation . . . . . . . . . . . . . 10
(a) Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(b) Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(c) Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(d) Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.3 Due Diligence Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.4 Availability of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.5 UPC's Right to Revise the Structure of the Transaction . . . . . . . . . . . . . . . . . . . . . . . 12
2.6 Holding Period of UPC Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.7 CBI Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.8 CBI Convertible Subordinated Capital Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.9 CBI 9.5% Increasing Rate, Redeemable, Cumulative, Perpetual Preferred Stock, Series C . . . . . . . 14
2.10 CBI Treasury Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE 3

DESCRIPTION OF THE TRANSACTION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.1 Terms of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(a) Satisfaction of Conditions to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(b) Effective Time of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(c) Shares of INTERIM to Remain Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(d) Conversion of Outstanding Shares of CBI . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(e) Conversion and Exchange of Shares of CBI Common Stock; Exchange Ratio . . . . . . . . . . 16
(f) Mechanics of Payment of Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(g) Stock Transfer Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(h) Effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(i) Transfer of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(j) Assumption of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>

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<TABLE>
<S> <C> <C>
(k) Dissenters' Rights of CBI Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.2 Time and Place of Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF UPC AND INTERIM
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.1 Organization and Corporate Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.2 Authorization, Execution and Delivery; Reorganization Agreement Not in Breach . . . . . . . . . . . 24
4.3 No Legal Bar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
4.4 Government and Other Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
4.5 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.6 UPC Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.7 Exchange Act and Listing Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.8 The UPC Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.9 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.10 Labor and Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.11 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.12 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.13 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.14 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.15 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF CBI COMPANIES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.1 Organization and Qualification of CBI and Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . 31
5.2 Authorization, Execution and Delivery; Reorganization Agreement Not in Breach . . . . . . . . . . . 32
5.3 No Legal Bar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.4 Government and Other Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.5 Compliance With Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.6 Charter Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.7 CBI Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.8 Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.9 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.10 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.11 CBI Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.12 Condition of Fixed Assets and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.13 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.14 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.15 Hazardous Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
5.16 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
5.17 Labor and Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
5.18 Records and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
5.19 Capitalization of CBI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
5.20 Sole Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
5.21 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
5.22 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
</TABLE>

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<TABLE>
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5.23 Allowance for Possible Loan or ORE Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
5.24 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
5.25 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
5.26 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
5.27 Material Contract Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
5.28 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
5.29 Exchange Act Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
5.30 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

ARTICLE 6

COVENANTS OF UPC
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
6.1 Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
6.2 Registration of UPC Common Stock under the Securities Laws . . . . . . . . . . . . . . . . . . . . . 57
6.3 Employee Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
6.4 Conduct of Business -- Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
6.5 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE 7

COVENANTS OF CBI COMPANIES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
7.1 Proxy Statement; CBI Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
7.2 Conduct of Business -- Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
7.3 Conduct of Business -- Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
7.4 Certain Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

ARTICLE 8

CONDITIONS TO CLOSING
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
8.1 Conditions to the Obligations of CBI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
(a) Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
(b) Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
(c) Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
(d) Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
(e) Opinion of UPC's and INTERIM's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . 70
(f) Destruction of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
(g) Inspections Permitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
(h) No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
(i) Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
(j) Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
8.2 Conditions to Obligations of UPC and INTERIM . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
(a) Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
(b) Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
(c) Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
(d) Destruction of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
(e) Inspections Permitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
(f) No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
(g) Opinion of CBI's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
</TABLE>

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<TABLE>
<S> <C> <C>
(h) Other Business Combinations, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
(i) Maintenance of Certain Covenants, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
(j) Non-Compete Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
(k) Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
(l) Receipt of Affiliate Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
(m) Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
(n) Pooling of Interests Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . 79
8.3 Conditions to Obligations of All Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
(a) No Pending or Threatened Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
(b) Government Approvals and Acquiescence Obtained . . . . . . . . . . . . . . . . . . . . . . 79
(c) Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
(d) Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

ARTICLE 9

TERMINATION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
9.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
9.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

ARTICLE 10

GENERAL PROVISIONS
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
10.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
10.2 Assignability and Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
10.3 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
10.4 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
10.5 Best Efforts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
10.6 Publicity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
10.7 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
10.8 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
10.9 Modifications, Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
10.10 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
10.11 Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
10.12 Finders and Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
10.13 Equitable Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
10.14 Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
10.15 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
10.16 Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
</TABLE>

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AGREEMENT AND PLAN OF REORGANIZATION
(as amended and restated June 22, 1995)

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Reorganization
Agreement") dated as of the 20th day of June, 1995, by and between UNION
PLANTERS CORPORATION ("UPC"), a corporation chartered and existing under the
laws of the State of Tennessee which is registered both as a bank holding
company and as a savings and loan holding company and whose principal offices
are located at 7130 Goodlett Farms Parkway, Memphis, Shelby County, Tennessee
38018; CBI ACQUISITION COMPANY, INC. ("INTERIM" or the "Surviving Corporation"
as the context may require), a corporation chartered and existing under the
laws of the State of Tennessee whose principal place of business is located at
7130 Goodlett Farms Parkway, Memphis, Shelby County, Tennessee 38018 and which
is a wholly-owned subsidiary of UPC; and CAPITAL BANCORPORATION, INC. ("CBI"),
a corporation chartered and existing under the laws of the State of Missouri
which is registered as a bank holding company and whose principal offices are
located at 407 North Kingshighway, Fourth Floor, Cape Girardeau, Cape Girardeau
County, Missouri 63701.

UPC and INTERIM may sometimes be referred to herein collectively as
the "UPC Parties" and UPC, INTERIM and CBI are sometimes referred to herein
collectively as the "Parties."

Certain other capitalized terms used in this Reorganization Agreement
are defined below in ARTICLE 1.

CAPITAL BANK OF CAPE GIRARDEAU COUNTY, CAPITAL BANK OF COLUMBIA,
CAPITAL BANK OF SOUTHWEST MISSOURI, CAPITAL BANK AND TRUST and CAPITAL BANK OF
SIKESTON, each a Missouri-chartered banking corporation; CAPITAL BANK OF
PERRYVILLE, NATIONAL ASSOCIATION, a National Banking Association chartered
under the Acts of Congress; MARYLAND AVENUE BANCORPORATION, INC. and CENTURY
STATE BANCSHARES, INC., both Missouri corporations registered as bank holding
companies under the BHCA (collectively, the "CBI Financial Subsidiaries") are
each wholly-owned subsidiaries of CBI.

CBI is currently in the process of acquiring HOME FEDERAL SAVINGS AND
LOAN ASSOCIATION, a thrift institution chartered under the Acts of Congress and
headquartered in Jonesboro, Craighead County, Arkansas. When and if said
acquisition should be consummated, HOME FEDERAL SAVINGS AND LOAN ASSOCIATION
shall also be deemed to be one of the CBI Financial Subsidiaries for purposes
of this Reorganization Agreement.

Although they shall not be deemed to be formal parties to it, in
consideration of UPC and INTERIM executing this Reorganization Agreement, each
of the CBI Financial Subsidiaries

REORGANIZATION AGREEMENT - PAGE 1
<PAGE> 81

shall, during the "initial Due Diligence Review" period described in Section
2.3 below, execute and deliver to UPC a CERTIFICATION in the form of Exhibit B
hereto in which each of them shall make the same warranties, representations
and covenants to UPC and INTERIM as CBI shall make to UPC and INTERIM in
Article 5, Article 7 and elsewhere in this Reorganization, limited, however, in
the case of each CBI Financial Subsidiary to the properties, operations and
other activities of such Subsidiary.

William G. Lauber and Douglas D. Hommert, co-trustees of the Capital
Trust dated February 4, 1994, PAN-Bank Trust dated February 11, 1994, CNN-Bank
Trust dated February 11, 1994, JJN-Bank Trust dated February 4, 1994, and MDN-
Bank Trust dated February 4, 1994 beneficially own as co-trustees of such
trusts an aggregate 603,142 shares of CBI Common Stock (including shares
issuable upon the exercise of CBI warrants). William G. Lauber and Douglas D
Hommert are executing this Reorganization Agreement for the sole purpose of
binding themselves, as co-trustees of the foregoing trusts, to vote such shares
of CBI Common Stock held as co-trustees of the foregoing trusts in favor of the
Reorganization Agreement and Plan of Merger annexed hereto as Exhibit A (the
"Plan of Merger"), and they acknowledge that the execution of this
Reorganization Agreement by UPC constitutes a sufficient consideration to
support their said undertaking.

RECITALS

A. CBI is the beneficial owner and holder of record of all of the
issued and outstanding shares of the capital stock of each of the CBI Financial
Subsidiaries and desires to have itself and, indirectly, all of its assets,
including the capital stock of each of the CBI Financial Subsidiaries, acquired
by UPC on the terms and subject to the conditions set forth in this
Reorganization Agreement and the Plan of Merger.

B. UPC is the beneficial owner and holder of record of 1,000
shares of common stock having a par value of $1.00 per share of INTERIM (the
"INTERIM Common Stock") which constitute all of the shares of INTERIM Common
Stock which are issued and outstanding and UPC desires to acquire CBI and,
indirectly, CBI's assets, including the capital stock of the CBI Financial
Subsidiaries, on the terms and subject to the conditions set forth in this
Reorganization Agreement and the accompanying Plan of Merger.

C. The Board of Directors of CBI deems it desirable and in the
best interests of CBI and the shareholders of CBI (the "CBI Shareholders") that
CBI be merged with and into INTERIM (which would survive the merger as the
Surviving Corporation, as defined herein) on the terms and subject to the
conditions set forth in

REORGANIZATION AGREEMENT - PAGE 2
<PAGE> 82

this Reorganization Agreement and in the manner provided in this Reorganization
Agreement and the Plan of Merger (the "Merger") and has directed that the
Reorganization Agreement and annexed Plan of Merger be submitted to the CBI
Shareholders with the recommendation that it be approved by them.

D. The Boards of Directors of UPC and INTERIM deem it desirable
and in the best interests of UPC and INTERIM and the shareholders of UPC and
INTERIM that CBI be merged with and into INTERIM on the terms and subject to
the conditions set forth in this Reorganization Agreement and in the manner
provided in this Reorganization Agreement and the Plan of Merger and have
directed that the Reorganization Agreement and annexed Plan of Merger be
submitted to UPC as the sole shareholder of INTERIM with the recommendation
that it be approved.

E. The respective Boards of Directors of UPC, INTERIM and CBI
have each adopted (or will each adopt) resolutions setting forth and adopting
this Reorganization Agreement and the annexed Plan of Merger, and have directed
that this Reorganization Agreement and the annexed Plan of Merger and all
resolutions adopted by said Boards of Directors and by the CBI Shareholders and
INTERIM Shareholder related to this Reorganization Agreement, be submitted with
appropriate applications to, and filed with the Board of Governors of the
Federal Reserve System (the "Federal Reserve"), the Division of Finance of the
Department of Consumer Affairs Regulation and Licensing of the State of
Missouri (the "Missouri Division"); the Tennessee Department of Financial
Institutions (the "TDFI") and such other regulatory agencies or authorities as
may be necessary in order to obtain all prior governmental authorizations
required to consummate the proposed Merger and the transactions contemplated in
this Reorganization Agreement in accordance with this Reorganization Agreement,
the Plan of Merger and applicable law.

NOW THEREFORE, in consideration of the foregoing premises and the
mutual representations, warranties, covenants and agreements herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

ARTICLE 1

DEFINITIONS

1.1 Definitions. As used in this Reorganization
Agreement, the following terms have the definitions indicated:

REORGANIZATION AGREEMENT - PAGE 3
<PAGE> 83

"AFFILIATE" of a party means any person, partnership,
corporation, association, limited liability company, business trust, or other
legal entity directly or indirectly controlling, controlled by or under common
Control, as that term is defined herein, with that party.

"APPLICABLE ENVIRONMENTAL LAWS" shall have the meaning
assigned to such term in Section 5.15(a) of this Reorganization Agreement.

"AUDITED FINANCIAL STATEMENTS OF CBI" shall have the meaning
assigned to such term in Section 5.7 of this Reorganization Agreement.

"BALANCE SHEET DATE" shall have the meaning assigned to such
term in Section 5.8 of this Reorganization Agreement.

"BHCA" shall mean the Bank Holding Company Act of 1956, as
amended.

"BUSINESS DAY" shall mean any Monday, Tuesday, Wednesday,
Thursday or Friday that is not a federal or state holiday generally recognized
or observed by banks in the States of Missouri or Tennessee.

"CBI" means Capital Bancorporation, Inc., a corporation
chartered and existing under the laws of the State of Missouri which is
registered as a bank holding company under the BHCA and whose principal offices
are located at 407 North Kingshighway, Cape Girardeau, Cape Girardeau County,
Missouri 63701.

"CBI COMMON STOCK" has the meaning assigned to such term in
Section 3.1(d) of this Reorganization Agreement.

"CBI COMPANIES" shall mean CBI and all of its Subsidiaries,
whether direct or indirect.

"CBI EMPLOYEE PLANS" shall mean any pension plans, profit
sharing plans, deferred compensation plans, stock option plans, cafeteria
plans, and any other such or related benefit plans or arrangements offered or
funded by CBI or any CBI Subsidiary, to or for the benefit of the officers,
directors or employees of CBI or any CBI Subsidiary.

"CBI RECORD HOLDERS" means those Persons who shall be the
holders of record of all of the issued and outstanding shares of CBI Common
Stock immediately prior to the Effective Time of the Merger.

"CBI SERIES C PREFERRED STOCK" shall have the meaning
assigned in Section 5.19.

REORGANIZATION AGREEMENT - PAGE 4
<PAGE> 84

"CBI SHAREHOLDERS" shall have the meaning assigned to such
term in Recital C of this Reorganization Agreement.

"CBI STOCK OPTIONS" shall have the meaning assigned to such
term in Section 2.7 of this Reorganization Agreement.

"CBI FINANCIAL SUBSIDIARIES" shall have the meaning assigned
in the Preamble.

"CERCLA" shall have the meaning set forth in Section 5.15(a)
of this Reorganization Agreement.

"CLOSING" shall have the meaning assigned to such term in
Section 3.1(a) of this Reorganization Agreement.

"CLOSING DATE" shall have the meaning assigned to such term in
Section 3.2 of this Reorganization Agreement.

"COMPTROLLER" shall mean the Office of the Comptroller of the
Currency, or any successor thereto.

"CONSIDERATION" shall mean the value to be received by the CBI
Record Holders in exchange for their shares of CBI Common Stock, such value to
be determined as provided in Article 3, Section 3.1(e), of this Reorganization
Agreement.

"CONTROL" shall have the meaning assigned to such term in
Section 2(a)(2) of the Bank Holding Company Act of 1956, as amended.

"DEPOSITS" shall mean all deposits (including, but not limited
to, certificates of deposit, savings accounts, NOW accounts and checking
accounts) of the CBI Financial Subsidiaries and other deposit-taking
Affiliates.

"EFFECTIVE DATE OF THE MERGER" shall mean that date on which
the Effective Time of the Merger shall have occurred.

"EFFECTIVE TIME OF THE MERGER" shall have the meaning assigned
in Section 3.3 of the Plan of Merger and Section 3.1(b) of this Reorganization
Agreement.

"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

"EXCHANGE AGENT" shall mean Union Planters National Bank,
Memphis, Tennessee, a wholly-owned subsidiary of UPC, acting through its
Corporate Trust Department.

"EXCHANGE RATIO" shall have the meaning assigned to such term
in Section 3.1(e) of this Reorganization Agreement.

REORGANIZATION AGREEMENT - PAGE 5
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"FDIC" means the Federal Deposit Insurance Corporation, or any
successor thereto.

"FEDERAL RESERVE" shall mean the Board of Governors of the
Federal Reserve System and shall include the Federal Reserve Bank of St. Louis
when acting under delegated authority.

"FIXED ASSETS" shall mean the furniture, fixtures and
equipment of the referenced Party.

"GAAP" shall mean generally accepted accounting principles as
in effect from time to time, consistently applied.

"GOVERNMENT APPROVALS" shall have the meaning assigned to such
term in Section 4.4 of this Reorganization Agreement.

"HOLA" shall mean the Home Owners' Loan Act of 1933, as
amended and recodified.

"HAZARDOUS SUBSTANCES" shall have the meaning set forth in
Section 5.15(a) of this Reorganization Agreement.

"INTERIM" shall mean CBI Acquisition Company, Inc., a
corporation chartered and existing under the laws of the State of Tennessee,
whose principal place of business is located at 7130 Goodlett Farms Parkway,
Memphis, Shelby County, Tennessee 38018, and which is a wholly-owned subsidiary
of UPC formed solely to effect the Merger.

"INTERIM COMMON STOCK" shall have the meaning assigned to such
term in Section 3.1(c) of this Reorganization Agreement.

"IRC" shall mean the Internal Revenue Code of 1986, as amended.

"MERGER" shall, as described in Section 2.1 of this
Reorganization Agreement, mean the merger of CBI with and into INTERIM, in
which INTERIM shall survive the Merger as the Surviving Corporation.

"MISSOURI CODE" shall mean the Revised Statutes of the State
of Missouri 1994.

"MISSOURI DIVISION" shall mean the Division of Finance of the
Department of Consumer Affairs Regulation and Licensing of the State of
Missouri.

"NYSE" shall mean the New York Stock Exchange, or its
successor, upon which shares of the UPC Common Stock are listed for trading.

REORGANIZATION AGREEMENT - PAGE 6
<PAGE> 86

"1933 ACT" shall mean the Securities Act of 1933, as amended.

"1934 ACT" shall mean the Securities Exchange Act of 1934, as
amended.

"OFFICER" shall have the meaning set forth in Section 5.8(k)
of this Reorganization Agreement.

"ORE" shall mean real estate and other property acquired
through foreclosure, deed in lieu of foreclosure or similar procedures.

"OTS" shall mean the Office of Thrift Supervision, or any
successor thereto.

"PARTIES" shall mean CBI, UPC and INTERIM collectively; CBI on
the one hand or UPC and INTERIM on the other hand, may sometimes be referred to
as a "PARTY."

"PENSION PLAN" shall mean any employee pension benefit plan as
such term is defined in Section 3(2) of ERISA which is maintained by the
referenced Party.

"PERSON" shall mean any natural person, fiduciary,
corporation, partnership, joint venture, association, business trust or any
other entity of any kind.

"PLAN OF MERGER" shall mean the Plan of Merger substantially
in the form of Exhibit A hereto to be executed by authorized representatives of
CBI, UPC and INTERIM and filed with the Tennessee Secretary of State along with
Articles of Merger prepared in accordance with Section 48-21-107 of the
Tennessee Code and providing for the Merger of CBI with and into INTERIM, the
Surviving Corporation, as contemplated by Section 2.1 of this Reorganization
Agreement.

"PROPERTY" shall have the meaning assigned to such term in
Section 5.15(a) of this Reorganization Agreement.

"PROXY STATEMENT" shall mean the proxy statement to be used by
CBI to solicit proxies with a view to securing the approval of the CBI
Shareholders of this Reorganization Agreement and the Plan of Merger.

"REALTY" means the real property of CBI or of any CBI
Subsidiary owned or leased by CBI or any CBI Subsidiary.

"RECORDS" means all available records, minutes of meetings of
the Board of Directors, committees and shareholders of CBI or any CBI
Subsidiary; original instruments and other

REORGANIZATION AGREEMENT - PAGE 7
<PAGE> 87

documentation, pertaining to CBI or any CBI Subsidiary, CBI's or any CBI
Subsidiary's assets (including plans and specifications relating to the
Realty), CBI's or any CBI Subsidiary's liabilities, the CBI Common Stock, the
common stock of any CBI Subsidiary, the Deposits and the loans; and all other
business and financial records which are necessary or customary for use in the
conduct of CBI's or any CBI Subsidiary's business by UPC or CBI on and after
the Effective Time of the Merger as it was conducted prior to the Closing Date.

"REGULATORY AUTHORITIES" shall mean, collectively, the Federal
Reserve, the Missouri Division, the TDFI, the SEC, or any other state or
federal governmental or quasi-governmental entity which has, or may hereafter
have, jurisdiction over any aspect of any of the transactions described in this
Reorganization Agreement.

"RELEASE" shall have the meaning assigned to such term in
Section 5.15(b)(i) of this Reorganization Agreement.

"REORGANIZATION" shall mean the Merger (as described in
Section 2.1 of this Reorganization Agreement) and the ancillary transactions
contemplated in this Reorganization Agreement and the Plan of Merger annexed
hereto as Exhibit A.

"REORGANIZATION AGREEMENT" means collectively this Agreement
and Plan of Reorganization together with the Plan of Merger (Exhibit A) and all
Exhibits and Schedules annexed to, and incorporated by specific reference as a
part of, this Reorganization Agreement except where the context indicates
otherwise.

"SEC" shall mean the United States Securities and Exchange
Commission, or any successor thereto.

"SEC DOCUMENTS" shall mean all reports, proxy statements and
registration statements filed, or required to be filed, by a Party or any of
its Subsidiaries pursuant to the Securities Laws, whether filed, or required to
be filed, with the SEC, the OTS, the Comptroller, the FDIC, the Missouri
Division, the TDFI, the Federal Reserve or with any other Regulatory Authority
pursuant to the Securities Laws.

"SECURITIES LAWS" shall mean the 1933 Act, the 1934 Act, the
Investment Company Act of 1940, as amended, the Investment Advisors Act of
1940, as amended, the Trust Indenture Act of 1939, as amended, and the rules
and regulations of the SEC promulgated thereunder, as well as any similar state
securities laws and any similar rules and regulations promulgated by the
applicable federal or state bank Regulatory Authorities.

REORGANIZATION AGREEMENT - PAGE 8
<PAGE> 88

"SHAREHOLDERS MEETING" shall mean the Special Meeting of the
CBI Shareholders to be held pursuant to Section 7.1 of this Reorganization
Agreement, including any adjournment or adjournments thereof.

"SUBSIDIARIES" shall mean all of those corporations, banks,
associations or other entities of which the entity in question owns or controls
5% or more of the outstanding voting equity securities either directly or
through an unbroken chain of entities as to each of which 5% or more of the
outstanding equity securities is owned directly or indirectly by its parent;
provided, however, that there shall not be included any such entity acquired
through foreclosure or in satisfaction of a debt previously contracted in good
faith, any such entity that owns or operates an automatic teller machine
interchange network, any such entity that is a joint venture of the parent or
of a Subsidiary of the parent, or any such entity the equity securities of
which are owned or controlled in a fiduciary capacity or through a small
business investment corporation.

"SURVIVING CORPORATION" shall mean INTERIM as the corporation
resulting from and surviving the consummation of the Merger as set forth in
Section 2.1(a) of this Reorganization Agreement.

"TENNESSEE CODE" shall mean the Tennessee Code Annotated, as
amended.

"TDFI" shall mean the Tennessee Department of Financial
Institutions.

"TENNESSEE COMMISSIONER" shall mean the Commissioner of
Financial Institutions of the State of Tennessee.

"UPC" means Union Planters Corporation, a corporation
chartered and existing under the laws of the State of Tennessee which is
registered both as a bank holding company and as a savings and loan holding
company and whose principal offices are located at 7130 Goodlett Farms Parkway,
Memphis, Shelby County, Tennessee 38018.

"UPC COMMON STOCK" shall have the meaning set forth in Section
4.5 of this Reorganization Agreement.

"UPC FINANCIAL STATEMENTS" shall mean (i) the audited
consolidated balance sheets as of December 31, 1994 and 1993 and the related
consolidated statements of earnings, of changes in shareholders' equity, and of
cash flows for the three years ended December 31, 1994 (including related
notes) of UPC and its Subsidiaries and as of each subsequent December 31 prior
to the Effective Time of the Merger, and (ii) the quarterly unaudited

REORGANIZATION AGREEMENT - PAGE 9
<PAGE> 89

consolidated balance sheets and related consolidated statements of earnings, of
changes in shareholders' equity, and of cash flows (including related notes) of
UPC and its Subsidiaries for each of the quarters ended or ending after January
1, 1995, as filed by UPC in SEC Documents.

"UPC PREFERRED STOCK" shall have the meaning assigned to such
term in Section 4.5 of this Reorganization Agreement.

ARTICLE 2

TERMS OF THE REORGANIZATION

2.1 The Merger. Subject to the satisfaction (or the
lawful waiver) of all of the conditions to the obligations of each of the
Parties to this Reorganization Agreement, at the Effective Time of the Merger,
CBI shall be merged with and into INTERIM (the "Merger"). INTERIM shall
survive the Merger as the "Surviving Corporation."

2.2 Charter, Bylaws, Directors, Officers and Name of the
Surviving Corporation.

(a) Charter. At the Effective Time of the
Merger, the Charter of INTERIM as in effect immediately prior to the Effective
Time of the Merger, shall continue to be the Charter of INTERIM as the
Surviving Corporation unless and until the same shall be amended thereafter as
provided by law and the terms of such Charter.

(b) Bylaws. At the Effective Time of the Merger,
the Bylaws of INTERIM, as in effect immediately prior to the Effective Time of
the Merger, shall continue to be the Bylaws of INTERIM as the Surviving
Corporation unless and until amended or repealed as provided by law, its
Charter and such Bylaws.

(c) Directors and Officers. The directors and
officers of INTERIM in office immediately prior to the Effective Time of the
Merger shall continue to be the directors and officers of the Surviving
Corporation subsequent to the Effective Time of the Merger and to hold office
as provided in the Charter and Bylaws of the Surviving Corporation unless and
until their successors shall have been elected or appointed and shall have
qualified or until they shall have been removed in the manner provided therein.

(d) Name. At the Effective Time of the Merger,
the name of INTERIM as the Surviving Corporation of the Merger shall be changed
to and be: CAPITAL BANCORPORATION, INC.

REORGANIZATION AGREEMENT - PAGE 10
<PAGE> 90

2.3 Due Diligence Review. At the time of execution of
this Reorganization Agreement, neither Party has received from the other
Party(ies) any Schedules of Exceptions which are to become a part of this
Reorganization Agreement and no Party has conducted its due diligence
investigation of the other(s). Within 15 days after the date of this
Reorganization Agreement, each Party shall deliver to the opposite Party(ies)
any Schedules of Exceptions which it is required or may desire to provide
hereunder. Upon execution hereof, each Party shall be entitled forthwith to
commence its due diligence review of the books, records and operations of the
other Party, including, but not limited to, a review of the other Party's loan
portfolios, ORE and classified assets, investment portfolios and properties, to
verify the quality of such assets, the adequacy of any allowances or reserves
which have been provided against them and the reasonableness of the other
Party's earnings projections, growth projections and sustained earnings
prospects after consummation of the Merger at reasonable growth rates;
provided, however, that any review conducted by a Party pursuant to the
provisions of this Section 2.3 shall be completed within thirty (30) days from
the date of this Reorganization Agreement or within fifteen (15) days of
receipt of all Schedules of Exceptions from the opposite Party, whichever shall
be the longer period. Should, as a result of such review, either Party find in
good faith that the allowances/reserves provided by the other Party are
insufficient to absorb any losses inherent in such other Party's assets or that
the earnings projections, growth projections or sustained earnings prospects
provided by the other Party are not likely to be achieved or maintained after
consummation of the Merger, it may, prior to the expiration of said due
diligence review period (as extended by failure of a Party to provide its
Schedules of Exceptions on a timely basis), terminate this Reorganization
Agreement without penalty by giving the other Party written notice of such
termination in the manner provided in Section 10.1. Nothing in this Section
2.3 shall be construed to limit the right of any party to continue its due
diligence review through the Closing Date.

2.4 Availability of Information. Promptly after the
execution by the Parties of this Reorganization Agreement, each Party shall
provide to the other Party, its Officers, employees, agents, and
representatives access, on reasonable notice and during customary business
hours, to all of the books, records, properties and facilities of the Party and
shall use its best efforts to cause its Officers, employees, agents and
representatives to cooperate with any of the reviewing Party's reasonable
requests for information which would be customary in order to conduct the
review provided for in Section 2.3 of this Reorganization Agreement as well as
its ongoing review through Closing. Except as expressly permitted by the
disclosing Party, the receiving Party shall keep confidential all non-public

REORGANIZATION AGREEMENT - PAGE 11
<PAGE> 91

information received by the disclosing Party in connection with the provisions
of this Section 2.4, which covenant shall survive the Closing of this
Reorganization Agreement.

2.5 UPC's Right to Revise the Structure of the
Transaction. UPC shall have the unilateral right to revise the structure of
the corporate reorganization contemplated by this Reorganization Agreement in
order to achieve tax benefits or for any other reason which UPC may deem
advisable; provided, however, that UPC shall not have the right, without the
approval of the Board of Directors of CBI, to make any revision to the
structure of the Reorganization which (i) changes the amount of the
Consideration which the CBI Record Holders are entitled to receive [determined
in the manner provided in Section 3.1(e) of this Reorganization Agreement];
(ii) changes the intended tax-free effect of the Merger to UPC, INTERIM, CBI or
to any CBI Shareholder or CBI Subsidiary; or (iii) would permit UPC to pay the
Consideration other than by delivery of shares of UPC Common Stock registered
with the SEC (in the manner described in Section 6.2 of this Reorganization
Agreement). UPC may exercise this right of revision by giving written Notice
to CBI in the manner provided in Section 10.1 of this Reorganization Agreement,
which Notice shall be in the form of an amendment to this Reorganization
Agreement or in the form of an Amended and Restated Agreement and Plan of
Reorganization.

2.6 Holding Period of UPC Common Stock. CBI hereby
acknowledges and agrees that, in order to qualify the Merger under the IRC as a
tax-free reorganization, any CBI Record Holder who would be deemed an Affiliate
of CBI at the time of Closing under the Securities Laws and who shall accept
shares of UPC Common Stock as Consideration for the cancellation, exchange and
conversion of his or her shares of CBI Common Stock pursuant to the terms and
conditions of this Reorganization Agreement, shall not pledge, assign, sell,
transfer, or otherwise alienate or take any action which would eliminate or
diminish the risk of owning or holding the shares of UPC Common Stock to be
received by such CBI Record Holder upon consummation of the Merger, nor shall
such Affiliate enter into any formal or informal agreement to pledge, assign,
sell or transfer or otherwise alienate his right, title or interest in any of
the shares of UPC Common Stock to be delivered by UPC to such CBI Record Holder
pursuant to the terms and conditions of this Reorganization Agreement except in
accordance with the Securities Laws and consistently with the transaction being
treated as one or more tax-free "reorganizations" as defined in Section 368 of
the IRC. Moreover, no person who would be deemed an Affiliate of CBI shall
pledge, assign, sell, transfer, or otherwise alienate or take any action which
would eliminate or diminish the risk of owning or holding the shares of UPC
Common Stock to be received by such CBI Record Holder upon consummation of the
Merger or enter into any

REORGANIZATION AGREEMENT - PAGE 12
<PAGE> 92

formal or informal agreement to pledge, assign, sell or transfer or otherwise
alienate his right, title or interest in any of the shares of UPC Common Stock
to be delivered by UPC to such CBI Record Holder pursuant to the terms and
conditions of this Reorganization Agreement until there shall have been
published financial information which reflects the results of combined
operations of UPC and CBI for a period of not less than 30 days in order to
permit the Parties to account for the acquisition of CBI by UPC as a "pooling
of interests" under Accounting Principles Bulletin No. 16 and GAAP.

CBI further acknowledges and agrees that any certificates representing
and evidencing UPC Common Stock issued in connection with the Merger to CBI
Record Holders who would be deemed Affiliates of CBI or UPC at the time of
Closing under the Securities Laws shall be subject to, and bear two restrictive
legends in substantially the following form:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE SHALL NOT BE
PLEDGED, ASSIGNED, SOLD, TRANSFERRED, OR OTHERWISE ALIENATED NOR SHALL
THE HOLDER TAKE ANY ACTION WHICH WOULD ELIMINATE OR DIMINISH THE RISK
OF OWNING OR HOLDING SUCH SHARES OR ENTER INTO ANY FORMAL OR INFORMAL
AGREEMENT TO PLEDGE, ASSIGN, SELL, TRANSFER OR OTHERWISE ALIENATE THE
HOLDER'S RIGHT, TITLE OR INTEREST IN ANY OF THE SHARES OF STOCK
REPRESENTED BY THIS CERTIFICATE UNTIL THERE SHALL HAVE BEEN PUBLISHED
FINANCIAL INFORMATION CONCERNING UNION PLANTERS CORPORATION
("UPC") WHICH REFLECTS THE RESULTS OF THE COMBINED OPERATIONS OF UPC
AND CAPITAL BANCORPORATION, INC. FOR A PERIOD OF NOT LESS THAN 30
DAYS.

IN ADDITION, THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE
HELD SUBJECT TO ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THE RULES AND REGULATIONS
PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION ("SEC")
THEREUNDER. NO SALES, TRANSFERS OR OTHER DISPOSITION OF THESE SHARES
MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT (OTHER THAN A REGISTRATION STATEMENT ON SEC
FORM S-4) OR UPON THE PRIOR DELIVERY TO UNION PLANTERS CORPORATION
("UPC") OF AN OPINION FROM LEGAL COUNSEL SATISFACTORY TO UPC AND IN
FORM AND SUBSTANCE SATISFACTORY TO UPC AND ITS LEGAL COUNSEL, STATING
THAT SUCH SALE OR OTHER DISPOSITION IS BEING MADE PURSUANT TO AND IN
ACCORDANCE WITH THE REQUIREMENTS OF SEC RULES 144 AND 145 OR IS
OTHERWISE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT.

2.7 CBI Stock Options. Except as described in Schedule
2.7 hereto, as of the date of this Reorganization Agreement there are no
validly issued and outstanding options to

REORGANIZATION AGREEMENT - PAGE 13
<PAGE> 93

purchase shares of CBI Common Stock, and no other options, rights, warrants,
scrip or similar rights to purchase shares of CBI Common Stock (collectively,
the "CBI Stock Options") are (or have been) issued and outstanding by CBI.
Therefore, at the Effective Time of the Merger, there will be no issued and
outstanding CBI Stock Options, warrants or similar instruments other than those
described in Schedule 2.7 hereto. Each CBI Stock Option or warrant which shall
be outstanding at the Effective Time of the Merger shall, without any action on
the part of anyone, be automatically converted into an option to acquire at the
exercise price per share of CBI Common Stock that number of shares of UPC
Common Stock as shall be equal to the Exchange Ratio; e.g., assuming that the
Exchange Ratio were 1.185 shares of UPC Common Stock for each share of CBI
Common Stock, a holder of an option or warrant to purchase 100 shares of CBI
Common Stock for $20.00 per share would, upon exercise by paying the exercise
price of $2,000, receive, after aggregation, 118 full shares of UPC Common
Stock and a cash settlement for the remaining .5 share based upon the closing
price of the UPC Common Stock on the date of exercise of the option or warrant.
[100 X 1.185 = 118.5]

2.8 CBI Convertible Subordinated Capital Notes. As of
the date hereof, CBI has outstanding $207,400 in principal amount of 9%
Convertible Subordinated Capital Notes which are due and payable on June 30,
1997 (the "CBI Convertible Notes" or "Notes"). At the option of the holders,
the Notes are convertible into shares of CBI Common Stock prior to maturity at
the rate of one share of CBI Common Stock for each $20.00 of principal
outstanding on the Notes. At the Effective Time of the Merger, without any
action on the part of anyone, the Notes shall automatically be modified such
that each $20.00 of outstanding principal would be convertible at the option of
the holder into that number of shares and fractional shares of UPC Common Stock
which shall be equal to the Exchange Ratio; i.e., assuming that the Exchange
Ratio were 1.185 shares of UPC Common Stock for one share of CBI Common Stock,
$20.00 of outstanding principal would be convertible into 1.185 shares of UPC
Common Stock. (A cash settlement would be paid for any fractional share
remaining after aggregation of all whole and fractional shares to which a CBI
convertible noteholder would be entitled.)

2.9 CBI 9.5% Increasing Rate, Redeemable, Cumulative,
Perpetual Preferred Stock, Series C. At the Effective Time of the Merger, each
share of CBI Series C Preferred Stock which shall be validly issued and
outstanding immediately prior to the Effective Time of the Merger shall, by
virtue of the Merger becoming effective and without any further action on the
part of anyone, be converted, exchanged and cancelled as provided in Section
3.1(d)(1) hereof.

REORGANIZATION AGREEMENT - PAGE 14
<PAGE> 94

2.10 CBI Treasury Stock. Except as described in Schedule
2.10 hereto, within two (2) years prior to the date of this Reorganization
Agreement, CBI has not repurchased any CBI Stock Options and CBI has not
repurchased any shares of its capital stock. Therefore, as of the date of this
Reorganization Agreement, there are no shares of CBI Common Stock held by CBI
as Treasury Stock nor will there be any such shares at the Effective Time of
the Merger.

ARTICLE 3

DESCRIPTION OF THE TRANSACTION

3.1 Terms of the Merger.

(a) Satisfaction of Conditions to Closing. After
the transactions contemplated herein shall have been approved by the
shareholders of CBI and INTERIM and each other condition to the obligations of
the Parties hereto (other than those conditions which are to be satisfied by
delivery of documents by any Party to any other Party) shall have been
satisfied or, if lawfully permitted, waived by the Party or Parties entitled to
the benefits thereof, a closing (the "Closing") shall be held on the date (the
"Closing Date") and at the time of day and place referred to in Section 3.2 of
this Reorganization Agreement. At the Closing the Parties shall use their
respective best efforts to deliver the certificates, letters and opinions which
constitute conditions to effecting the Merger and each Party shall provide the
other Parties with such proof or indication of satisfaction of the conditions
to the obligations of such other Parties to consummate the Merger as such other
Parties may reasonably require. If all conditions to the obligations of each
of the Parties shall have been satisfied or lawfully waived by the Party(ies)
entitled to the benefits thereof, the Parties shall, at the Closing, duly
execute Articles of Merger for filing with the Secretary of State of the State
of Tennessee and its banking authorities and promptly thereafter CBI and
INTERIM shall take all steps necessary or desirable to consummate the Merger in
accordance with all applicable laws, rules and regulations and the Plan of
Merger which is attached hereto as Exhibit A and incorporated by reference as
part of this Reorganization Agreement. The Parties shall thereupon take such
other and further actions as UPC shall direct or as may be required by law or
this Reorganization Agreement to consummate the transactions contemplated
herein.

(b) Effective Time of the Merger. Upon the
satisfaction of all conditions to Closing, the Merger shall become effective
upon the filing of Articles of Merger and other required documentation with the
Secretary of State of the State

REORGANIZATION AGREEMENT - PAGE 15
<PAGE> 95

of Tennessee or on such later date and time as may be specified in such
Articles of Merger (the "Effective Time of the Merger").

(c) Shares of INTERIM to Remain Outstanding.
Each share of $1.00 par value common stock of INTERIM (the "INTERIM Common
Stock") which shall be issued and outstanding immediately prior to the
Effective Time of the Merger shall remain outstanding after the Effective Time
of the Merger as one share of the issued and outstanding common stock of
INTERIM as the Surviving Corporation.

(d) Conversion of Outstanding Shares of CBI.

(1) CBI PREFERRED STOCK. CBI has outstanding
27,600 shares of its Series C Preferred Stock having a stated value
and redemption value of $500.00 per share. The CBI Series C Preferred
Stock is currently redeemable at the option of CBI at $500 per share
together with unpaid accrued dividends thereon with the prior written
consent of the Federal Reserve. Unless earlier redeemed by CBI, the
Series C Preferred Stock shall, as a result of the Merger becoming
effective and without any action on the part of anyone, be converted
exclusively into the right of the holders thereof to receive in cash
Five Hundred Dollars ($500) per share, together with all accrued and
unpaid dividends thereon (whether or not declared) calculated to the
Effective Date of the Merger in the manner provided in CBI's
CERTIFICATE OF PREFERRED STOCK DESIGNATION dated June 10 1992 pursuant
to which the CBI Series C Preferred Stock has been issued.

(2) CBI COMMON STOCK. At the Effective Time
of the Merger, each share of common stock of CBI having a par value of
$.10 per share (the "CBI Common Stock") which shall be validly issued
and outstanding immediately prior to the Effective Time of the Merger
shall, by virtue of the Merger becoming effective and without any
further action on the part of anyone, be converted, exchanged and
cancelled as provided in Section 3.1(e) hereof.

(e) Conversion and Exchange of Shares of CBI
Common Stock; Exchange Ratio. At the Effective Time of the Merger, all
outstanding shares of CBI Common Stock held by the CBI Record Holders
immediately prior to the Effective Time of the Merger shall, without any
further action on the part of anyone, cease to represent any interest (equity,
shareholder or otherwise) in CBI and shall, except for those shares held by any
CBI Record Holders who shall have properly perfected such Holders' dissenters'
rights and shall have maintained the perfected status of such dissenters'
rights through the Effective Time of the Merger, automatically be converted
exclusively into, and constitute only the right of each CBI Record Holder to

REORGANIZATION AGREEMENT - PAGE 16
<PAGE> 96

receive in exchange for such holder's shares of CBI Common Stock, whole shares
of UPC Common Stock and a cash payment in settlement of any fractional share of
UPC Common Stock which shall remain after aggregating all whole and fractional
shares of UPC Common Stock to which the CBI Record Holder is entitled as
provided in this Section 3.1(e). The shares of UPC Common Stock and the cash
settlement of any remaining fractional share of UPC Common Stock deliverable by
UPC to the CBI Record Holders pursuant to the terms of this Reorganization
Agreement are sometimes collectively referred to herein as the "Consideration."

(1) THE EXCHANGE RATIO. Subject to any
adjustments which may be required by an event described in Subsections
3.1(e)(3) and 3.1(e)(4) below, the number of shares of UPC Common
Stock to be exchanged for each share of CBI Common Stock which shall
be issued and outstanding immediately prior to the Effective Time of
the Merger shall be based on an exchange ratio (the "Exchange Ratio")
of One and 185/1000 (1.185) shares of UPC Common Stock for each share
of CBI Common Stock which shall be outstanding immediately prior to
the Effective Time of the Merger. The Exchange Ratio specified in this
Section 3.1(e) is based upon there being no more than an aggregate of
3,067,268 shares of CBI Common Stock validly issued and outstanding
immediately prior to the Effective Time of the Merger in addition to
any shares of CBI Common Stock which shall have been issued in
connection with: (i) the exercise of options or warrants which are
outstanding on the date of this Reorganization Agreement, the
existence of which is specifically disclosed in this Reorganization
Agreement or in a Schedule of Exceptions hereto or (ii) the conversion
of the principal of the CBI Convertible, Subordinated Capital Notes
referred to in Section 2.8, above; provided, however, that no
fractional shares of UPC Common Stock shall be issued in the
transaction and if, after aggregating all of the whole and fractional
shares of UPC Common Stock to which a CBI Record Holder shall be
entitled based upon the Exchange Ratio, there should be a fractional
share of UPC Common Stock remaining, such fractional share shall be
settled by a cash payment therefor pursuant to the Mechanics of
Payment of the Consideration set forth in Section 3.1(f) hereof, which
cash settlement shall be based upon the Current Market Price Per Share
of one (1) full share of UPC Common Stock.

(2) DEFINITION OF "CURRENT MARKET PRICE PER
SHARE." The "Current Market Price Per Share" shall be the average
price per share of the "last" real time trades (i.e., the "closing
price") of the UPC Common Stock on the New York Stock Exchange
("NYSE") Consolidated Tape (the information as published in The
Wall Street Journal,

REORGANIZATION AGREEMENT - PAGE 17
<PAGE> 97

Midwestern Edition, shall be rebuttably presumed to be correct) for
each of the ten (10) general market trading days next preceding the
Closing Date on which the NYSE shall have been open for business (the
"Pricing Period"). In the event the UPC Common Stock should not trade
on one or more of the trading days during the Pricing Period (a "No
Trade Date"), any such No Trade Date shall be disregarded in computing
the average closing price per share of UPC Common Stock and the
average shall be based upon the "last" real time trades and the number
of days on which the UPC Common Stock actually traded on the NYSE
during the Pricing Period.

(3) EFFECT OF EXERCISE OF DISSENTERS' RIGHTS ON THE
EXCHANGE RATIO. Should CBI Record Holders holding as much as seven
percent (7%) of the shares of CBI Common Stock issued and outstanding
at the time of Closing have perfected such CBI Record Holders'
Dissenters' Rights pursuant to the Missouri Code and have maintained
the perfected status of such Dissenters' Rights through the Closing
Date, UPC and INTERIM shall have the right, exercisable in their sole
discretion, to either terminate this Reorganization Agreement without
penalty or, subject to the prior approval of a committee consisting of
those persons who were serving on the CBI Board of Directors
immediately prior to the Effective Time of the Merger, to reduce the
per share Consideration to be delivered by UPC hereunder (i.e., the
Exchange Ratio) by an amount sufficient to offset against the
aggregate Consideration the amount by which (A) the aggregate amount
paid, or required to be paid, by INTERIM as the Surviving Corporation
to such dissenting CBI Record Holders in satisfaction of their
Dissenters' Rights shall exceed (B) the value of the Consideration
which would have been delivered hereunder to such dissenting Record
Holders had they not exercised their Dissenters' Rights. The "value"
referred to in the previous sentence shall be the Current Market Price
Per Share of the UPC Common Stock as defined in Subsection 3.1(e)(2)
above.

(4) EFFECT OF STOCK SPLITS, REVERSE STOCK SPLITS,
STOCK DIVIDENDS AND SIMILAR CHANGES IN THE CAPITAL OF CBI. Should CBI
effect any stock splits, reverse stock splits, stock dividends or
similar changes in its respective capital accounts subsequent to the
date of this Reorganization Agreement but prior to the Effective Time
of the Merger, the Exchange Ratio shall be adjusted in such a manner
as the Board of Directors of UPC shall deem in good faith to be fair
and reasonable in order to give effect to such changes.

REORGANIZATION AGREEMENT - PAGE 18
<PAGE> 98

(f) Mechanics of Payment of Consideration.

(1) THE CBI COMMON STOCK. Within five days after the
Effective Time of the Merger and the receipt of a certified list of
all of the CBI Record Holders, the Corporate Trust Department of Union
Planters National Bank, Memphis, Tennessee (the "Exchange Agent")
shall deliver to each of the CBI Record Holders such materials and
information as may be deemed necessary by the Exchange Agent to advise
the CBI Record Holders of the procedures required for proper surrender
of their certificates formerly evidencing and representing shares of
the CBI Common Stock in order for the CBI Record Holders to receive
the Consideration. Such materials shall include, without limitation,
a Letter of Transmittal, an Instruction Sheet, and a return envelope
addressed to the Exchange Agent (collectively the "Shareholder
Materials"). All Shareholder Materials shall be sent by First Class
United States mail to the CBI Record Holders at the addresses set
forth on a certified shareholder list to be delivered by CBI to UPC at
the Closing (the "Shareholder List"). As soon as reasonably
practicable thereafter, the CBI Record Holders of all of the
outstanding shares of CBI Common Stock, shall deliver, or cause to be
delivered, to the Exchange Agent, pursuant to the Shareholder
Materials, the certificates formerly evidencing and representing all
of the shares of CBI Common Stock which were validly issued and
outstanding immediately prior to the Effective Time of the Merger, and
the Exchange Agent shall take prompt action to process such
certificates formerly evidencing and representing shares of CBI Common
Stock received by it (including the prompt return of any defective
submissions with instructions as to those actions which the Exchange
Agent may deem necessary to remedy any defects). Upon receipt of the
proper submission of the certificate(s) formerly representing and
evidencing ownership of the shares of CBI Common Stock, the Exchange
Agent shall, on or prior to the 10th day after the receipt of such
certificates, mail to the former CBI Record Holders in exchange for
the certificate(s) surrendered by them, the Consideration to be paid
for each such CBI Record Holder's shares of CBI Common Stock evidenced
by the certificate or certificates which were cancelled and converted
exclusively into the right to receive the Consideration upon the
Merger becoming effective. After the Effective Time of the Merger and
until properly surrendered to the Exchange Agent, each outstanding
certificate or certificates which formerly evidenced and represented
the shares of CBI Common Stock of a CBI Record Holder, subject to the
provisions of this Section, shall be deemed for all corporate purposes
to represent and evidence only the right to receive the Consideration
into which such CBI Record Holder's shares of

REORGANIZATION AGREEMENT - PAGE 19
<PAGE> 99

CBI Common Stock were converted and aggregated at the Effective Time
of the Merger. Unless and until the outstanding certificate or
certificates which immediately prior to the Effective Time of the
Merger evidenced and represented the CBI Record Holder's CBI Common
Stock shall have been properly surrendered as provided above, the
Consideration payable to the CBI Record Holder(s) of the cancelled
shares as of any time after the Effective Date shall not be paid to
the CBI Record Holder(s) of such certificate(s) until such
certificates shall have been surrendered in the manner required. No
dividends or other distributions which shall otherwise be payable on
the shares of UPC Common Stock constituting the Consideration shall be
paid to any CBI Record Holders entitled to receive such shares until
such persons shall have surrendered in accordance with the Shareholder
Materials their certificates formerly representing shares of CBI
Common Stock. Upon such proper surrender, there shall be paid to such
person in whose name the shares of UPC Common Stock shall be issued
any dividends or other distributions, the record date of which shall
have occurred between the Effective Time of the Merger and such
surrender, with respect to such shares of UPC Common Stock, without
interest thereon. Each CBI Record Holder will be responsible for all
federal, state and local taxes which may be incurred by him or her on
account of his or her receipt of the Consideration to be paid in the
Merger. The CBI Record Holder(s) of any certificate(s) which shall
have been lost or destroyed may nevertheless, subject to the
provisions of this Section 3.1(f), receive the Consideration to which
each such CBI Record Holder is entitled, provided that each such CBI
Record Holder shall deliver to UPC and to the Exchange Agent: (i) a
sworn statement certifying the fact of such loss or destruction and
specifying the circumstances thereof and (ii) a lost instrument bond
in form satisfactory to UPC and the Exchange Agent which shall have
been duly executed by a corporate surety satisfactory to UPC and the
Exchange Agent, indemnifying the Surviving Corporation, UPC, the
Exchange Agent (and their respective successors) to their satisfaction
against any loss or expense which any of them may incur as a result of
such lost or destroyed certificates being thereafter presented. Any
costs or expenses which may arise from such replacement procedure,
including the premium on the lost instrument bond, shall be for the
account of the CBI Record Holder. Should the Exchange Ratio
potentially be subject to adjustment in the manner provided in
Subsection 3.1(e)(3) above, the Exchange Agent shall, with the
presumed consent of each CBI Record Holder, withhold delivery of the
Consideration until such time as the amount of the adjustment to the
Exchange Ratio shall have been determined upon the proceedings upon
the Dissenters' Rights having

REORGANIZATION AGREEMENT - PAGE 20
<PAGE> 100

become final; provided, however, that if a CBI Record Holder should so elect in
his or her Letter of Transmittal, the Exchange Agent shall retain for future
delivery only such part of the Consideration as shall be reasonably estimated
to be required to effect the adjustment described in Section 3.1(e)(3) and
shall deliver to the CBI Record Holder the remainder of the Consideration.

(2) THE CBI PREFERRED STOCK. Within five days after
the Effective Time of the Merger and the receipt of a certified list
of all of those persons who shall be holders of record of the CBI
Series C Preferred Stock immediately prior to the Effective Time of
the Merger, the Exchange Agent shall deliver to each of such holders
of CBI Series C Preferred Stock such materials and information as may
be deemed necessary by the Exchange Agent to advise them of the
procedures required for proper surrender of their certificates
formerly evidencing and representing shares of the CBI Series C
Preferred Stock in order for such holders thereof to receive the
consideration into which such shares shall have been converted upon
the Merger becoming effective. Such procedures shall be similar to
the procedures set forth above with respect to the surrender of the
CBI Common Stock; provided, however, that if all of such CBI Series C
Preferred Stock shall be held of record at the Effective Time of the
Merger by Capital Bank of Cape Girardeau County or its successor as
Depositary for the benefit of the holders of Depositary Shares each
representing a 1/25th (or other)interest in a share of CBI Series C
Preferred Stock, the Exchange agent shall, by prior arrangement with
such Depositary, cause to be transferred by wire transfer to the
Depositary against delivery of the certificates formerly evidencing
and representing shares of the CBI Series C Preferred Stock
immediately available funds in an amount sufficient to pay the
redemption price plus unpaid accrued dividends as provided in
Subsection 3.1(d)(1) above. This transfer shall be effected by the
Exchange Agent as soon as practicable after the Effective Time of the
Merger.

(g) Stock Transfer Books. At the Effective Time
of the Merger, the stock transfer books of CBI shall be closed and no transfer
of shares of CBI Common Stock or CBI Series C Preferred Stock shall be made
thereafter.

(h) Effects of the Merger. At the Effective Time
of the Merger, the separate existence of CBI shall cease, and CBI shall be
merged with and into INTERIM which, as the Surviving Corporation, shall
thereupon and thereafter possess all of the assets, rights, privileges,
appointments, powers, licenses, permits and franchises of the two merged
corporations, whether of

REORGANIZATION AGREEMENT - PAGE 21
<PAGE> 101

a public or a private nature, and shall be subject to all of the liabilities,
restrictions, disabilities and duties of both CBI and INTERIM as provided in
Section 48-21-108 of the Tennessee Code.

(i) Transfer of Assets. At the Effective Time of
the Merger, all rights, assets, licenses, permits, franchises and interests of
CBI and INTERIM in and to every type of property, whether real, personal, or
mixed, whether tangible or intangible, and to choses in action shall be deemed
to be vested in INTERIM as the Surviving Corporation by virtue of the Merger
having become effective and without any deed or other instrument or act of
transfer whatsoever as provided in Section 48-21-108(2) of the Tennessee Code.

(j) Assumption of Liabilities. At the Effective
Time of the Merger, the Surviving Corporation shall become and be liable for
all debts, liabilities, obligations and contracts of CBI as well as those of
INTERIM, whether the same shall be matured or unmatured; whether accrued,
absolute, contingent or otherwise; and whether or not reflected or reserved
against in the balance sheets, other financial statements, books of account or
records of CBI or INTERIM as provided in Section 48-21-108(3) of the Tennessee
Code.

(k) Dissenters' Rights of CBI Shareholders. Any
CBI Record Holder of shares of CBI Common Stock who shall comply strictly with
the provisions of Sections 351.455, et seq. of the Missouri Code, shall be
entitled to dissent from the Merger and to seek those appraisal remedies
afforded by the Missouri Code. Such a CBI Shareholder is referred to herein as
a "CBI Dissenting Shareholder." However, UPC and INTERIM shall not be
obligated to consummate the Merger if CBI Record Holders holding or controlling
more than ten percent (10%) of the shares of the CBI Common Stock issued and
outstanding immediately prior to the Effective Time of the Merger shall have
perfected and maintained in perfected status their Dissenters' Rights in
accordance with the Missouri Code and the perfected status of said Dissenters'
Rights shall have continued to the time of Closing.

(l) Reservation, Registration and Listing of
shares of UPC Common Stock. UPC shall reserve for issuance, register under the
Securities Laws and apply for listing for trading on the NYSE a sufficient
number of shares of UPC Common Stock for the purpose of having available such
shares for issuance to the CBI Record Holders of the Consideration to which
they shall become entitled under the provisions of this Reorganization
Agreement and for issuance to the holders of CBI Stock Options, CBI Warrants
and CBI Convertible Notes upon the exercise or conversion thereof.

REORGANIZATION AGREEMENT - PAGE 22
<PAGE> 102

3.2 Time and Place of Closing. The Closing shall take
place at 10:00 a.m. on the Business Day next preceding the date on which the
Effective Time of the Merger is expected to occur, or at such other time as the
Parties, acting through their respective chief executive officers, presidents
or chief financial officers, may mutually agree (the "Closing Date"). The place
of Closing shall be at the Union Planters Administrative Center, Union Planters
Corporation Executive Offices (Fourth Floor), 7130 Goodlett Farms Parkway,
Memphis, Shelby County, Tennessee 38018. The Closing may be held at such other
time or place as may be mutually agreed upon by the Parties.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF UPC AND INTERIM

As of the date hereof and as of the Effective Time of the
Merger, UPC and INTERIM represent and warrant to CBI as follows:

4.1 Organization and Corporate Authority. (a) UPC is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Tennessee. UPC is registered with the Federal Reserve
under the BHCA as a bank holding company. INTERIM is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Tennessee. UPC and INTERIM (i) have, in all material respects, all requisite
corporate power and authority to own, operate and lease their material
properties and to carry on their businesses as they are currently being
conducted; (ii) are in good standing and are duly qualified to do business in
each jurisdiction where the character of their properties owned or held under
lease or the nature of their business makes such qualification necessary; and
(iii) have in effect all material federal, state, local and foreign
governmental authorizations, permits and licenses which are necessary for them
to own or lease their properties and assets and to carry on their businesses as
they are currently being conducted. The corporate Charter and Bylaws of UPC
and the Charter and Bylaws of INTERIM, as amended to date, are in full force
and effect.

(b) Each UPC Subsidiary is duly chartered, validly
existing and in good standing under the laws of the state or jurisdiction of
its incorporation and (i) has all requisite corporate power and authority to
own, operate and lease its properties and to carry on its business as it is
currently being conducted and (ii) is in good standing and is duly qualified to
do business in each jurisdiction where the character of its properties owned or
held under lease or the nature of its

REORGANIZATION AGREEMENT - PAGE 23
<PAGE> 103

business makes such qualification necessary. Each UPC Subsidiary has in effect
all material federal, state, local and foreign governmental authorizations,
permits and licenses necessary for it to own or its respective properties and
assets and to carry on its business as it is currently being conducted.

(c) UPC's bank and thrift Subsidiaries' deposit
accounts are insured by the Bank Insurance Fund (the "BIF") and the Savings
Association Insurance Fund ("SAIF"), respectively, as administered by the FDIC
to the fullest extent permitted under applicable law.

4.2 Authorization, Execution and Delivery; Reorganization
Agreement Not in Breach.

(a) UPC and INTERIM have all requisite corporate
power and authority to execute and deliver this Reorganization Agreement and
the Plan of Merger and to consummate the transactions contemplated hereby and
thereby. This Reorganization Agreement, and all other agreements contemplated
to be executed in connection herewith by UPC and/or INTERIM, have been (or upon
execution will have been) duly executed and delivered by UPC and/or INTERIM,
have been (or upon execution will have been) effectively authorized by all
necessary action, corporate or otherwise, and, other than the approval of UPC
as sole shareholder of INTERIM and UPC's Board of Directors, no other corporate
proceedings on the part of UPC or INTERIM are (or will be) necessary to
authorize such execution and delivery, and constitute (or upon execution will
constitute) legal, valid and enforceable obligations of UPC and INTERIM,
subject as to enforceability, to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally, and to the application of equitable principles and
judicial discretion.

(b) Except as described in Schedule 4.2(b), the
execution and delivery of this Reorganization Agreement, the consummation of
the transactions contemplated hereby and the fulfillment of the terms hereof
will not result in a violation or breach of any of the terms or provisions of,
or constitute a default under (or an event which, with the passage of time or
the giving of notice or both, would constitute a default under), or conflict
with, or permit the acceleration of any obligation under, any material
mortgage, lease, covenant, agreement, indenture or other instrument to which
UPC or INTERIM or any UPC Subsidiary is a party or by which they or their
property or any of their assets are bound; the corporate Charter and Bylaws of
UPC or the Charter and Bylaws of INTERIM or any UPC Subsidiary; or any material
judgment, decree, order or award of any court, governmental body or arbitrator
by which UPC or INTERIM or any UPC Subsidiary is bound; or any material permit,
concession,

REORGANIZATION AGREEMENT - PAGE 24
<PAGE> 104

grant, franchise, license, law, statute, ordinance, rule or regulation
applicable to UPC or INTERIM or any UPC Subsidiary or their properties; or
result in the creation of any lien, claim, security interest, encumbrance,
charge, restriction or right of any third party of any kind whatsoever upon the
property or assets of UPC or INTERIM or any UPC Subsidiary, except that the
Government Approvals shall be required in order for UPC and INTERIM to
consummate the Merger.

4.3 No Legal Bar. Neither UPC nor INTERIM is a party to,
subject to or bound by any agreement, judgment, order, letter of understanding,
writ, prohibition, injunction or decree of any court or other governmental body
of competent jurisdiction, or any law which would prevent the execution of this
Reorganization Agreement by UPC or INTERIM or the Plan of Merger by INTERIM, or
the delivery thereof to CBI and the CBI Companies or the consummation of the
transactions contemplated hereby or thereby, and no action or proceeding is
pending, or to the best of the knowledge of UPC, INTERIM or any UPC Subsidiary,
threatened against UPC or INTERIM or any UPC Subsidiary in which the validity
of this Reorganization Agreement, any of the transactions contemplated hereby
or any action which has been taken by any of such parties in connection
herewith or in connection with any of the transactions contemplated hereby is
at issue.

4.4 Government and Other Approvals. No consent,
approval, order or authorization of, or registration, declaration or filing
with, any federal, state or local governmental authority is required to be made
or obtained by UPC or INTERIM in connection with the execution and delivery of
this Reorganization Agreement or the consummation of the transactions
contemplated hereby by UPC or INTERIM, except for: (a) the prior approval of
the Board of Governors of the Federal Reserve System (the "Federal Reserve") of
the Merger under the Bank Holding Company Act of 1956, as amended; (b) the
prior approval of the Director of Finance of the Missouri Division under
Sections 362.925, et seq of the Missouri Code and the regulations promulgated
by the Missouri Division thereunder; (c) the prior approval of the Tennessee
Department of Financial Institutions ("TDFI") under Sections 45-12-101 et seq
of the Tennessee Code and the regulations promulgated by the TDFI thereunder;
and (d) if required, the prior approval of the OTS and HOLA, as amended
(collectively, the "Government Approvals"). Neither UPC nor Interim is aware
of any facts, circumstances or reasons why such Government Approvals should not
be forthcoming or which would prevent or hinder such approvals from being
obtained. Except as described in Schedule 4.4, no consent or approval is
required from any non-governmental party in connection with the execution and
delivery of this Reorganization Agreement or the consummation of the
transactions contemplated hereby.

REORGANIZATION AGREEMENT - PAGE 25
<PAGE> 105

4.5 Capitalization. (a) The authorized capital stock of
UPC consists of 10,000,000 shares of preferred stock having no par value (the
"UPC Preferred Stock") and 100,000,000 shares of common stock having a par
value of $5.00 per share (the "UPC Common Stock"). As of March 31, 1995, UPC
had issued and outstanding: 44,000 shares of $8.00 Nonredeemable Cumulative
Convertible Preferred Stock, Series B; 253,655 shares of 9.5% Redeemable,
Cumulative Preferred Stock, Series D; and 3,107,922 shares of 8% Cumulative,
Convertible Preferred Stock, Series E. In addition, 250,000 shares of UPC
Preferred Stock have been reserved for issuance as Series A Preferred Stock
pursuant to the UPC Share Purchase Rights Agreement dated January 19, 1989,
between UPC and Union Planters National Bank as Rights Agent (the "UPC Share
Purchase Rights Agreement"). As of April 30,1995, there were 40,415,368 shares
of UPC Common Stock issued and outstanding. All of the issued and outstanding
shares of UPC Common Stock and UPC Preferred Stock are duly and validly issued
and outstanding and are fully-paid and non-assessable. None of the outstanding
shares of UPC Common Stock or UPC Preferred Stock has been issued in violation
of any preemptive rights.

As of the date hereof, UPC is the holder, directly or indirectly, of
all of the outstanding capital stock of its Subsidiaries, except for directors'
qualifying shares.

(b) The authorized capital stock of INTERIM consists
of 1,000 shares of common stock having a par value of $1.00 per share (the
"INTERIM Common Stock") and no preferred stock. As of the date hereof, INTERIM
had issued all 1,000 shares of the authorized INTERIM Common Stock to UPC.
Therefore, UPC is the record holder and beneficial owner of all of the INTERIM
Common Stock outstanding.

4.6 UPC Financial Statements. UPC has delivered and, to
the extent reference is made to financial statements not yet available or
capable of development, will deliver to CBI true and complete copies of: (i)
UPC's audited Consolidated Financial Statements for the calendar years ended
December 31, 1994 and 1993 (as originally issued, but without giving effect to
subsequently effected business combinations accounted for as poolings of
interests); (ii) UPC's Forms 10-K filed under the 1934 Act for the years ended
December 31, 1994 and 1993, including UPC's annual reports to shareholders
filed as Exhibits 13 thereto; (iii) UPC's unaudited consolidated financial
statements for each of the calendar quarters ending in calendar year 1995 and
thereafter through the Closing Date; and (iv) upon issuance thereof, UPC's
audited Consolidated Financial Statements for the calendar year ending December
31, 1995. Such financial statements and the notes thereto present fairly, or
will present fairly when issued, in all material respects, the consolidated
financial position of UPC at the respective dates thereof and the

REORGANIZATION AGREEMENT - PAGE 26
<PAGE> 106

consolidated results of operations and consolidated cash flow of UPC for the
periods indicated, and in each case in conformity with GAAP consistently
applied and maintained.

4.7 Exchange Act and Listing Filings.

(a) The outstanding shares of UPC Common Stock are
registered with the SEC pursuant to Section 12(b) of the 1934 Act and UPC has
filed with the SEC all material forms and reports required by law to be filed
by UPC with the SEC, which forms and reports, taken as a whole, are true and
correct in all material respects, and do not misstate a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading.

(b) The outstanding shares of UPC Common Stock are
listed for trading on the NYSE (under the symbol "UPC") pursuant to the listing
rules of the NYSE and UPC has made all required filings with the NYSE and has
filed with the NYSE all reports required by the NYSE to be filed by UPC with
the NYSE, which filings and reports, taken as a whole, are true and correct in
all material respects, and do not misstate a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
contained therein, in light of the circumstances under which they were made,
not misleading.

4.8 The UPC Common Stock. All shares of UPC Common Stock
to be issued by UPC and delivered to the CBI Record Holders in exchange for all
of the CBI Common Stock will be duly authorized, validly issued, fully paid and
non-assessable and none of such shares of UPC Common Stock will have been
issued in violation of any preemptive rights of any UPC shareholders. The
shares of UPC Common Stock to be delivered in payment of the Consideration
shall have in all material respects such distinguishing characteristics as
those of the shares of UPC Common Stock which shall be outstanding immediately
prior to the Effective Time of the Merger.

4.9 Litigation. Except as set forth in Schedule 4.9
hereto, there is no action, suit or proceeding pending against UPC or any UPC
Subsidiary, or to the best knowledge of UPC or any UPC Subsidiary, threatened
against or affecting UPC, any UPC Subsidiary or any of their assets, before any
court or arbitrator or any governmental body, agency or official that (i)
would, if decided against UPC or the UPC Subsidiary, have a material adverse
impact on the business, properties, assets, liabilities, condition (financial
or other) or prospects of UPC or any significant UPC Subsidiary and that are
not reflected in the UPC Financial Statements or (ii) has been brought by or on
behalf of

REORGANIZATION AGREEMENT - PAGE 27
<PAGE> 107

any employee employed or formerly employed by UPC or any UPC Subsidiary.

4.10 Labor and Employment Matters. Except as reflected in
Schedule 4.10 hereto, there is no (i) collective bargaining agreement or other
labor agreement to which UPC or any UPC Subsidiary is a party or by which any
of them is bound; (ii) employment, profit sharing, deferred compensation,
bonus, stock option, purchase, retainer, consulting, retirement, welfare or
incentive plan or contract to which UPC or any UPC Subsidiary is a party or by
which it is bound; or (iii) plan or agreement under which "fringe benefits"
(including, but not limited to, vacation plans or programs, sick leave plans or
programs and related benefits) are afforded any of the employees of UPC or any
UPC Subsidiary. No party to any such agreement, plan or contract is in default
with respect to any material term or condition thereof, nor has any event
occurred which, through the passage of time or the giving of notice, or both,
would constitute a default thereunder or would cause the acceleration of any
obligation of any party thereto. Neither UPC nor any UPC Subsidiary has
received notice from any governmental agency of any alleged violation of
applicable laws that remains unresolved respecting employment and employment
practices, terms and conditions of employment and wages and hours. UPC and
each UPC Subsidiary have complied in all material respects with all applicable
laws, rules and regulations relating to the employment of labor, including
those related to its employment practices, employee disabilities, wages, hours,
collective bargaining and the payment and withholding of taxes and other sums
as required by the appropriate governmental authorities, and UPC and each UPC
Subsidiary have withheld and paid to the appropriate governmental authorities
or are holding for payment not yet due to such authorities, all amounts
required to be withheld from the employees of UPC and each UPC Subsidiary and
are not liable for any arrears of wages, taxes, penalties or other sums for
failure to comply with any of the foregoing. Except as set forth in Schedule
4.10, there is no: unfair labor practice complaint against UPC or any UPC
Subsidiary pending before the National Labor Relations Board or any state or
local agency; pending labor strike or other labor trouble affecting UPC or any
UPC Subsidiary; labor grievance pending against UPC or any UPC Subsidiary;
pending representation question respecting the employees of UPC or any UPC
Subsidiary; pending arbitration proceedings arising out of or under any
collective bargaining agreement to which UPC or any UPC Subsidiary is a party,
or to the best knowledge of UPC, any basis for which a claim may be made under
any collective bargaining agreement to which UPC or any UPC Subsidiary is a
party.

4.11 Absence of Undisclosed Liabilities. Except as
described in Schedule 4.11 hereto, neither UPC nor any UPC

REORGANIZATION AGREEMENT - PAGE 28
<PAGE> 108

Subsidiary has any obligation or liability (contingent or otherwise) that is
material to the financial condition or operations of UPC or any significant UPC
Subsidiary, or that, when combined with all similar obligations or liabilities,
would be material to the financial condition or operations of UPC or any
material UPC Subsidiary (i) except as disclosed in the UPC Financial Statements
delivered to CBI prior to the date of this Reorganization Agreement, or (ii)
except obligations or liabilities incurred in the ordinary course of its
business consistent with past practices, or (iii) except as is contemplated
under this Reorganization Agreement. Since December 31, 1994, neither UPC nor
any UPC Subsidiary has incurred or paid any obligation or liability or entered
into any transactions which would be material to the financial condition or
operations of UPC except for obligations paid in connection with transactions
made by it in the ordinary course of its business consistent with past
practices, laws and regulations applicable to UPC, and there has not been any
material change in the capital stock or long-term debt of UPC or any material
adverse change in the condition (financial or otherwise), net worth, business,
affairs, prospects or the results of operations of UPC.

4.12 Disclosure. The information concerning, and the
representations or warranties made by UPC and INTERIM as set forth in this
Reorganization Agreement or in the Schedules of Exceptions of UPC and INTERIM
hereto, or in any document, statement, certificate or other writing furnished
or to be furnished by UPC and INTERIM to CBI pursuant hereto, do not and will
not contain any untrue statement of a material fact and do not and will not
omit to state a material fact required to be stated herein or therein which is
necessary to make the statements and facts contained herein or therein, in
light of the circumstances under which they were or are made, not false or
misleading. Copies of all documents heretofore or hereafter delivered or made
available to CBI by UPC or INTERIM pursuant hereto were or will be complete and
accurate copies of such documents.

4.13 Compliance with Laws. UPC and each UPC Subsidiary:
(a) Is in compliance with all laws, rules,
regulations, reporting and licensing requirements, and orders applicable to its
business or employees conducting its business (including, but not limited to,
those relating to consumer disclosure and currency transaction reporting) the
breach or violation of which would or could reasonably be expected to have a
material adverse effect on the financial condition or operations of UPC or of
any UPC Subsidiary or which would or could reasonably be expected to subject
UPC, or any UPC Subsidiary or any of the directors or officers of UPC or of a
UPC Subsidiary to civil money penalties; and

REORGANIZATION AGREEMENT - PAGE 29
<PAGE> 109

(b) Has received no notification or communication
from any agency or department of federal, state, or local government or any of
the Regulatory Authorities, or the staff thereof (i) asserting that UPC or any
UPC Subsidiary is not in compliance with any of the statutes, rules,
regulations, or ordinances which such governmental authority or Regulatory
Authority enforces, which, as a result of such noncompliance, would result in a
material adverse impact on UPC or on any UPC Subsidiary; (ii) threatening to
revoke any license, franchise, permit, or governmental authorization which is
material to the financial condition or operations of UPC or any UPC Subsidiary;
or (iii) requiring UPC or any UPC Subsidiary to enter into a cease and desist
order, consent, agreement, or memorandum of understanding.

4.14 Reports. Since January 1, 1990, UPC and each UPC
Subsidiary have filed all reports and statements, together with any amendments
required to be made with respect thereto, that it was required to file with (i)
the Tennessee Department, (ii) the Federal Reserve, (iii) the Comptroller, (iv)
the FDIC, (v) the OTS or (vi) the SEC, including, but not limited to, Annual
Reports on Form 10-K; Quarterly Reports on Form 10-Q; Current Reports on Form
8-K; Reports on Form 2900 and FFIEC Forms 032, 033 and 034 and proxy
statements; and (vi) any other applicable federal or state securities or
banking authorities (except, in the case of federal or state securities
authorities, filings which are not material). As of their respective dates,
each of such reports and documents, including the financial statements, tables,
exhibits, and schedules thereto, complied in all material respects with all of
the requirements of the respective forms on which they were filed and with all
of the statutes, rules, and regulations enforced or promulgated by the
Regulatory Authority with which they were filed. All such reports were true
and complete in all material respects and did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. UPC will provide to
CBI true and correct copies of all such reports filed by UPC or by any UPC
Subsidiary subsequent to January 1, 1990.

4.15 Statements True and Correct. None of the information
prepared by, or on behalf of UPC or by any UPC Subsidiary regarding UPC, any
UPC Subsidiary or any Subsidiary of a UPC Subsidiary included or to be included
in the Proxy Statement to be mailed to CBI's shareholders in connection with
the Shareholders Meeting and any other documents to be filed with the SEC, or
any other Regulatory Authority in connection with the transaction contemplated
herein, will, at the respective times such documents are filed, and, with
respect to the Proxy Statement, when first mailed to the shareholders of CBI,
be false

REORGANIZATION AGREEMENT - PAGE 30
<PAGE> 110

or misleading with respect to any material fact, or omit to state any material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, or, in the case of the Proxy
Statement or any amendment thereof or supplement thereto, at the time of the
Shareholders Meeting, be false or misleading with respect to any material fact,
or omit to state any material fact necessary to correct any statement in any
earlier communication with respect to the solicitation of any proxy for the
Shareholders Meeting. All documents which UPC or any UPC Subsidiary is
responsible for filing with the SEC or any other Regulatory Authority in
connection with the transactions contemplated hereby will comply as to form in
all material respects with the provisions of applicable law, including
applicable provisions of the Securities Laws and the rules and regulations
issued thereunder.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF CBI COMPANIES

Both as of the date hereof and as of the Effective Time of the Merger,
both CBI and each of the CBI Financial Subsidiaries represent and warrant to
UPC and INTERIM as follows:

5.1 Organization and Qualification of CBI and
Subsidiaries.

(a) CBI is a corporation duly organized, validly
existing and in good standing under the laws of the State of Missouri and (i)
has all requisite corporate power and authority to own, operate and lease its
properties and to carry on its business as it is currently being conducted;
(ii) is in good standing and is duly qualified to do business in each
jurisdiction where the character of its properties owned or held under lease or
the nature of its business makes such qualification necessary; and (iii) is
registered with the Federal Reserve under the BHCA as a bank holding company.

(b) Each CBI Subsidiary is duly chartered, validly
existing and in good standing under the laws of the state or jurisdiction of
its incorporation and (i) has all requisite corporate power and authority to
own, operate and lease its properties and to carry on its business as it is
currently being conducted and (ii) is in good standing and is duly qualified to
do business in each jurisdiction where the character of its properties owned
or held under lease or the nature of its business makes such qualification
necessary. CBI and each of its Subsidiaries have in effect all material
federal, state, local and foreign governmental authorizations, permits and
licenses

REORGANIZATION AGREEMENT - PAGE 31
<PAGE> 111

necessary for them to own or lease their respective properties and assets and
to carry on their business as it is currently being conducted.

(c) CBI's Financial Subsidiaries are: CAPITAL BANK
OF CAPE GIRARDEAU COUNTY, CAPITAL BANK OF COLUMBIA, CAPITAL BANK OF SOUTHWEST
MISSOURI, CAPITAL BANK AND TRUST and CAPITAL BANK OF SIKESTON, each a Missouri-
chartered banking corporation; CAPITAL BANK OF PERRYVILLE, NATIONAL
ASSOCIATION, a National Banking Association chartered under the Acts of
Congress; and MARYLAND AVENUE BANCORPORATION, INC. and CENTURY STATE
BANCSHARES, INC., Missouri-chartered corporations registered as bank holding
companies. Each is a wholly-owned subsidiary of CBI. If and when HOME FEDERAL
SAVINGS AND LOAN ASSOCIATION, Jonesboro, Arkansas, should become a Subsidiary
of CBI, it shall be included as a CBI Financial Subsidiary for all purposes of
this Reorganization Agreement. Each of said CBI Financial Subsidiaries is duly
organized, validly existing and in good standing under the laws of the State of
its incorporation (or of the United States) and engages only in activities (and
holds properties only of the types) permitted by applicable state and federal
law and the rules and regulations promulgated thereunder by the Missouri
Division, the Federal Reserve, the FDIC and the Comptroller. CBI's bank
Subsidiaries' deposit accounts are insured by the Bank Insurance Fund (the
"BIF") or the Savings Association Insurance Fund (the "SAIF") as administered
by the FDIC to the fullest extent permitted under applicable law.

5.2 Authorization, Execution and Delivery; Reorganization
Agreement Not in Breach.

(a) CBI has all requisite power and authority to
execute and deliver this Reorganization Agreement and the Plan of Merger and to
consummate the transactions contemplated hereby and thereby. The execution and
delivery of this Reorganization Agreement and the Plan of Merger and the
consummation of the proposed transaction have been [or, upon expiration of the
initial due diligence review period described in Section 2.3, will have been]
duly authorized by a majority of the entire Board of Directors of CBI and,
except for the approval of the CBI Shareholders, no other corporate
authorizations on the part of CBI are necessary to authorize the execution and
delivery of this Reorganization Agreement and the Plan of Merger and the
consummation of the transactions contemplated hereby and thereby. This
Reorganization Agreement and all other agreements and instruments herein
contemplated to be executed by CBI or a CBI Financial Subsidiary have been (or
upon execution will have been) duly executed and delivered by CBI or such CBI
Financial Subsidiary and constitute (or upon execution will constitute) legal,
valid and enforceable obligations of CBI or such CBI Financial Subsidiary
subject, as to enforceability, to applicable

REORGANIZATION AGREEMENT - PAGE 32
<PAGE> 112

bankruptcy, insolvency, receivership, conservatorship, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and to the application of equitable principles and judicial
discretion.

(b) Except as described in Schedule 5.2(b)
hereto, the execution and delivery of this Reorganization Agreement and the
Plan of Merger, the consummation of the transactions contemplated hereby and
thereby, and the fulfillment of the terms hereof and thereof will not result in
a violation or breach of any of the terms or provisions of, or constitute a
default under (or an event which, with the passage of time or the giving of
notice, or both, would constitute a default under), or conflict with, or permit
the acceleration of, any obligation under any mortgage, lease, covenant,
agreement, indenture or other instrument to which CBI or any CBI Subsidiary is
a party or by which CBI or any CBI Subsidiary is bound; the Restated Articles
of Incorporation and Bylaws of CBI or the Articles of Incorporation, Articles
of Association or Articles of Agreement and Bylaws of any CBI Subsidiary; or
any judgment, decree, order, regulatory letter of understanding or award of any
court, governmental body, authority or arbitrator by which CBI or any CBI
Subsidiary is bound; or any permit, concession, grant, franchise, license, law,
statute, ordinance, rule or regulation applicable to CBI or any CBI Subsidiary
or the properties of any of them; or result in the creation of any lien, claim,
security interest, encumbrance, charge, restriction or right of any third party
of any kind whatsoever upon the properties or assets of CBI or any CBI
Subsidiary.

5.3 No Legal Bar. Neither CBI nor any CBI Subsidiary is
a party to, or subject to, or bound by, any agreement or judgment, order,
letter of understanding, writ, prohibition, injunction or decree of any court
or other governmental body of competent jurisdiction, or any law which would
prevent the execution of this Reorganization Agreement by CBI or the execution
of the Plan of Merger by CBI, or the delivery thereof to UPC and INTERIM, or
the consummation of the transactions contemplated hereby and thereby, and no
action or proceeding is pending against CBI or any CBI Subsidiary in which the
validity of this Reorganization Agreement, the transaction contemplated hereby
or any action which has been taken by any of such parties in connection
herewith or in connection with the transaction contemplated hereby is at issue.

5.4 Government and Other Approvals. Except for the
Government Approvals described in Section 4.4, no consent, approval, order or
authorization of, or registration, declaration or filing with, any federal,
state or local governmental authority is required to be made or obtained by CBI
or any CBI Subsidiary in connection with the execution and delivery of this

REORGANIZATION AGREEMENT - PAGE 33
<PAGE> 113

Reorganization Agreement or the consummation of the transactions contemplated
by this Reorganization Agreement nor is any consent or approval required from
any landlord, licensor or other non-governmental party in connection with the
execution and delivery of this Reorganization Agreement or the Plan of Merger
or the consummation of the transactions contemplated therein. Neither CBI nor
any CBI Subsidiary is aware of any facts, circumstances or reasons why such
Government Approvals should not be forthcoming or which would prevent or hinder
such approvals from being obtained.

5.5 Compliance With Law. CBI and all CBI Subsidiaries
hold all licenses, franchises, permits and authorizations necessary for the
lawful conduct of their respective businesses, and CBI and each CBI Subsidiary,
respectively, as the owners of the Realty have complied in all material
respects with all applicable statutes, laws, ordinances, rules and regulations
of all federal, state and local governmental bodies, agencies and subdivisions
having, asserting or claiming jurisdiction over CBI's or any CBI Subsidiary's
properties or over any other part of CBI's or any CBI Subsidiary's assets,
liabilities or operations. The benefits of all of such licenses, franchises,
permits and authorizations are in full force and effect and may continue to be
enjoyed by CBI and each CBI Subsidiary subsequent to the Closing of the
transactions contemplated herein without any consent or approval. Neither CBI
nor any CBI Subsidiary has received notice of any proceeding for the suspension
or revocation of any such license, franchise, permit, or authorization and no
such proceeding is pending or has been threatened by any governmental
authority.

5.6 Charter Documents. Included in Schedule 5.6 hereto
are true and correct copies of the Articles of Incorporation and Bylaws of CBI
and the Articles of Incorporation or Articles of Association or Articles of
Agreement and Bylaws of each CBI Subsidiary, respectively. The Articles of
Incorporation and Bylaws of CBI and the Articles of Incorporation, Articles of
Association or Articles of Agreement and Bylaws of each CBI Subsidiary, as
amended to date, are in full force and effect.

5.7 CBI Financial Statements. Accompanying Schedule 5.7
hereto are true copies of the audited Consolidated Balance Sheets of Capital
Bancorporation, Inc. and Subsidiaries as of December 31, 1994 and 1993 together
with the related Consolidated Statements of Income, Consolidated Statements of
Changes in Stockholders' Equity and Consolidated Statements of Cash Flows of
CBI for the years ended December 31, 1994, 1993 and 1992 (the "Audited
Financial Statements of CBI") and the unaudited comparative interim (or annual)
consolidated financial statements of CBI for any subsequent quarter ending
after December 31, 1994 and prior to the Closing Date; the audited comparative
parent

REORGANIZATION AGREEMENT - PAGE 34
<PAGE> 114

company only balance sheets of CBI as of December 31, 1994 and 1993; certain
unaudited Selected Consolidated Financial Data of Capital Bancorporation, Inc.
and Subsidiaries for the years ended December 31, 1994, 1993, 1992, 1991 and
1990; and all Call Reports, including any amendments thereto, filed with the
federal bank regulatory authorities by each of CBI's deposit-taking
Subsidiaries, CAPITAL BANK OF CAPE GIRARDEAU COUNTY, CAPITAL BANK OF COLUMBIA,
CAPITAL BANK OF SOUTHWEST MISSOURI, CAPITAL BANK AND TRUST, CAPITAL BANK OF
SIKESTON, CAPITAL BANK OF PERRYVILLE, NATIONAL ASSOCIATION and, if and when it
should be acquired by CBI, HOME FEDERAL SAVINGS AND LOAN ASSOCIATION, for the
years ended December 31, 1994, 1993, 1992 and 1991 together with any
correspondence with the SEC or with any financial institution regulatory
authority concerning any of the aforesaid financial statements. Such financial
statements (i) were (or will be) prepared from the books and records of CBI
and/or each CBI Subsidiary; (ii) were (or will be) prepared in accordance with
GAAP (or, where applicable, regulatory accounting principles) consistently
applied; (iii) accurately present (or, when prepared, will present) CBI's and
each CBI Subsidiary's financial condition and the results of its operations,
changes in stockholders' equity and cash flows at the relevant dates thereof
and for the periods covered thereby; (iv) do contain or reflect (or, when
prepared, will contain and reflect) all necessary adjustments and accruals for
an accurate presentation of CBI's and each CBI Subsidiary's financial condition
and the results of CBI's and each CBI Subsidiary's operations and cash flows
for the periods covered by such Financial Statements; (v) do contain and
reflect (or, when prepared, will contain and reflect) adequate provisions for
loan losses, for ORE reserves and for all reasonably anticipatable liabilities
for all taxes, federal, state, local or foreign, with respect to the periods
then ended; and (vi) do contain and reflect (or, when prepared, will contain
and reflect) adequate provisions for all reasonably anticipated liabilities for
Post Retirement Benefits Other Than Pensions ("OPEB") pursuant to SFAS Nos. 106
and 112.

5.8 Absence of Certain Changes. Except as disclosed in
Schedule 5.8 or as provided for or contemplated in this Reorganization
Agreement, since December 31, 1994 (the "Balance Sheet Date") there has not
been:

(a) any material transaction by CBI or any CBI
Subsidiary not in the ordinary course of business and in conformity with past
practice;

(b) any material adverse change in the business,
property, assets (including loan portfolios), liabilities (whether absolute,
accrued, contingent or otherwise), prospects,

REORGANIZATION AGREEMENT - PAGE 35
<PAGE> 115

operations, liquidity, income, condition (financial or otherwise) or net worth
of CBI or of any CBI Subsidiary;

(c) any damage, destruction or loss, whether or
not covered by insurance, which has had or which may be reasonably expected to
result in a material adverse effect on any of the properties, business or
prospects of CBI or any CBI Subsidiary or their future use and operation by CBI
or any CBI Subsidiary;

(d) any acquisition or disposition by CBI or any
CBI Subsidiary of any property or asset of CBI or any CBI Subsidiary, whether
real or personal, having a fair market value, singularly or in the aggregate
for each CBI Company, in an amount greater than One Hundred Thousand Dollars
($100,000), except in the ordinary course of business and in conformity with
past practice;

(e) any mortgage, pledge or subjection to lien,
charge or encumbrance of any kind on any of the respective properties or assets
of CBI or any CBI Subsidiary, except to secure extensions of credit in the
ordinary course of business and in conformity with past practice;

(f) any amendment, modification or termination of
any contract or agreement, relating to CBI or any CBI Subsidiary, to which CBI
or any CBI Subsidiary is a party which would have an adverse effect upon the
financial condition or operations of CBI or any CBI Subsidiary.

(g) any increase in, or commitment to increase,
the compensation payable or to become payable to any officer, director,
employee or agent of CBI or any CBI Subsidiary, or any bonus payment or similar
arrangement made to or with any of such officers, directors, employees or
agents, other than routine increases made in the ordinary course of business
not exceeding the greater of ten percent (10%) per annum or $6,000 for any of
them individually;

(h) any incurring of, assumption of, or taking
of, by CBI or any CBI Subsidiary, any property subject to, any liability,
except for liabilities incurred or assumed or property taken subsequent to the
Balance Sheet Date in the ordinary course of business and in conformity with
past practice;

(i) any material alteration in the manner of
keeping the books, accounts or Records of CBI or of any CBI Subsidiary, or in
the accounting policies or practices therein reflected;

REORGANIZATION AGREEMENT - PAGE 36
<PAGE> 116

(j) any release or discharge (or partial release
or discharge) of any obligation or liability of any person or entity related to
or arising out of any loan made by CBI or any CBI Subsidiary of any nature
whatsoever, except in the ordinary course of business and in conformity with
past practice; or

(k) any loan or other extension of credit (except
credit card loans, loans secured by certificates of deposit, automobile loans,
passbook loans or home loans) by CBI or any CBI Subsidiary to any Officer,
director or 2% shareholder of CBI or of any CBI Subsidiary or to any Affiliate
of CBI or any CBI Subsidiary; or to any member of the immediate family of such
Officer, director or 2% shareholder of CBI or to any CBI Subsidiary or any
Affiliate of CBI; or to any Person in which such Officer, director or 2%
shareholder directly or indirectly owns beneficially or of record ten percent
(10%) or more of any class of equity securities in the case of a corporation,
or of any equity interest, in the case of a partnership or other non-corporate
entity; or to any trust or estate in which such Officer, director or 2%
shareholder has a ten percent (10%) or more beneficial interest or as to which
such Officer, director or 2% shareholder serves as a trustee or in a similar
capacity. As used in this Section 5.8(k), "Officer" shall refer to a person
who holds the title of chairman, president, executive vice president, senior
vice president, controller, secretary, cashier or treasurer or who performs the
normal duties of such officer whether or not he or she is compensated for such
service or has an official title.

5.9 Deposits. None of the Deposits of any CBI Subsidiary
is a "brokered" Deposit or subject to any encumbrance, legal restraint or other
legal process. Except as set forth in Schedule 5.9, no portion of the Deposits
represents a Deposit by any Affiliate of CBI or any CBI Subsidiary.

5.10 Properties. Except as described in Schedule 5.10
hereto or adequately reserved against in the Audited Financial Statements of
CBI, CBI and each CBI Subsidiary has good and marketable title free and clear
of all material liens, encumbrances, charges, defaults, or equities of whatever
character to all of the material properties and assets, tangible or intangible,
reflected in the Audited Financial Statements of CBI as being owned by CBI or
any CBI Subsidiary as of the dates thereof. All buildings, and all fixtures,
equipment, and other property and assets which are material to the business of
CBI or any of its Subsidiaries held under leases or subleases by CBI or any CBI
Subsidiary, are held under valid instruments enforceable in accordance with
their respective terms (except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or other laws affecting the
enforcement of creditors' rights generally, and except that

REORGANIZATION AGREEMENT - PAGE 37
<PAGE> 117

the availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceedings
may be pending). The policies of fire, theft, liability, and other insurance
maintained with respect to the properties, assets or businesses of the CBI
Companies provide adequate coverage against loss, and the fidelity bonds in
effect as to which any of the CBI Companies is a named insured are believed to
be sufficient.

5.11 CBI Subsidiaries. Schedule 5.11 hereto lists all of
the active and inactive CBI Subsidiaries (including any Subsidiary of a CBI
Subsidiary) as of the date of this Reorganization Agreement and describes
generally the business activities conducted, or permitted to be conducted by
each CBI Subsidiary. Except as described in Schedule 5.11 hereto, no equity
securities of any of the CBI Subsidiaries are, or may become required to be
issued (other than to CBI or any CBI Subsidiary) by reason of any options,
warrants, scrip, rights to subscribe to, calls, or commitments of any character
whatsoever relating to, or securities or rights convertible into or
exchangeable for, shares of the capital stock of any CBI Subsidiary, and there
are no contracts, commitments, understandings, or arrangements by which any CBI
Subsidiary is bound to issue (other than to CBI) any additional shares of its
capital stock or options, warrants, or rights to purchase or acquire any
additional shares of its capital stock. Except as described in Schedule 5.11
hereto, all of the shares of capital stock of each CBI Subsidiary held by CBI
or by any CBI Subsidiary are fully paid and nonassessable and are owned by CBI
or by such CBI Subsidiary free and clear of any claim, lien, or encumbrance of
any nature whatsoever, whether perfected or not.

5.12 Condition of Fixed Assets and Equipment. Except as
disclosed in Schedule 5.12 hereto, each item of CBI's or any CBI Subsidiary's
fixed assets and equipment having a net book value in excess of One Hundred
Thousand Dollars ($100,000) included in the Fixed Assets is in good operating
condition and repair, normal wear and tear excepted.

5.13 Tax Matters. Except as described in Schedule 5.13
hereto:

(a) all federal, state, local, and foreign tax
returns required to be filed by or on behalf of CBI and each CBI Subsidiary
have been timely filed or requests for extensions have been timely filed,
granted, and have not expired for periods ended on or before the date of this
Reorganization Agreement, and all returns filed are, and the information
contained therein is, complete and accurate. All tax obligations reflected in
such returns have been paid. As of the date of this Reorganization Agreement,
there is no audit examination, deficiency, or refund

REORGANIZATION AGREEMENT - PAGE 38
<PAGE> 118

litigation or matter in controversy with respect to any taxes that might result
in a determination materially adverse to CBI or any CBI Subsidiary except as
fully reserved for in the Audited Financial Statements of CBI. All taxes,
interest, additions, and penalties due with respect to completed and settled
examinations or concluded litigation have been paid.

(b) Neither CBI nor any CBI Subsidiary has executed
an extension or waiver of any statute of limitations on the assessment or
collection of any tax due that is currently in effect.

(c) Adequate provision for any federal, state,
local, or foreign taxes due or to become due for CBI and all CBI Subsidiaries
for all periods through and including December 31, 1994, has been made and is
reflected on the December 31, 1994 financial statements included in the Audited
Financial Statements of CBI, and have been, and will continue to be made with
respect to periods ending after December 31, 1994.

(d) Deferred taxes of CBI and each CBI Subsidiary
have been and will be provided for in accordance with GAAP.

(e) To the best knowledge of CBI and all CBI
Subsidiaries, neither the Internal Revenue Service nor any foreign, state,
local or other taxing authority is now asserting or threatening to assert
against CBI or any CBI Subsidiary any deficiency or claim for additional taxes,
or interest thereon or penalties in connection therewith. All material income,
payroll, withholding, property, excise, sales, use, franchise and transfer
taxes, and all other taxes, charges, fees, levies or other assessments, imposed
upon CBI by the United States or by any state, municipality, subdivision or
instrumentality of the United States or by any other taxing authority,
including all interest, penalties or additions attributable thereto, which are
due and payable by CBI or any CBI Subsidiary, either have been paid in full, or
have been properly accrued and reflected in the Audited Financial Statements of
CBI referred to in Section 5.7 of this Reorganization Agreement.

5.14 Litigation. Except as set forth in Schedule 5.14
hereto, there is no action, suit or proceeding pending against CBI or any CBI
Subsidiary, or to the best knowledge of CBI or any CBI Subsidiary threatened
against or affecting CBI, any CBI Subsidiary or any of their assets, before any
court or arbitrator or before any governmental body, agency or official that
(i) would, if decided against CBI or the CBI Subsidiary, have a material
adverse impact on the business, properties, assets, liabilities, condition
(financial or other) or prospects of CBI or any CBI Subsidiary and that are not
fully reflected in the Audited Financial Statements of CBI or (ii) which has
been

REORGANIZATION AGREEMENT - PAGE 39
<PAGE> 119

brought by or on behalf of any employee employed or formerly employed by CBI or
any CBI Subsidiary.

5.15 Hazardous Materials.

(a) CBI and all CBI Subsidiaries have obtained
all material permits, licenses and other authorizations which are required to
be obtained by CBI or its Subsidiaries with respect to the Property (as defined
herein) under all Applicable Environmental Laws (as defined herein). All
Property controlled, directly or indirectly, by CBI or any CBI Subsidiary is in
material compliance with the terms and conditions of all of such permits,
licenses and authorizations, and is also in material compliance with all other
limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables contained in any Applicable Environmental
Laws or in any regulation, code, plan, order, decree, judgment, injunction,
notice or demand letter issued, entered, promulgated or approved thereunder,
except as described in detail in Schedule 5.15 hereto. For purposes hereof,
the following terms shall have the following meanings:

"APPLICABLE ENVIRONMENTAL LAWS" shall mean all federal, state,
local and municipal environmental laws, rules or regulations to the extent
applicable to the Property, including, but not limited to, (a) the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
Section 9601 et seq. ("CERCLA"); (b) the Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901 et seq. "RCRA"; (c) the Federal Water Pollution
Control Act, 33 U.S.C. Section 1251 et seq.; (d) the Clean Air Act, 42 U.S.C.
Section 7401 et seq.; (e) the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1471 et seq.; (f) the Toxic Substances Control Act, 15 U.S.C. Section
2601 et seq.; (g) the Emergency Planning and Community Right-to-Know Act, 42
U.S.C. Section 11001 et seq.; (h) the National Environmental Policy Act, 42
U.S.C. Section 4321 et seq.; (i) the Rivers and Harbours Act of 1899, 33 U.S.C.
Section 401 et seq.; (j) the Occupational Safety and Health Act, 29 U.S.C.
Section 651 et seq.; (k) the Safe Drinking Water Act, 42 U.S.C. Section 300(f)
et seq.; (l) the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.; (m)
the Missouri Clean Water Law, Title XL Section 644.006 et seq. of the Missouri
Code; (n) the Air Quality Attainment Act, Title XL Section 643.300 et seq. of
the Missouri Code; (o) the "Missouri Air Conservation Law," Title XL Section
643.010 of the Missouri Code; (p) the "Missouri Hazardous Waste Management
Law," Title XVI Section 260.350 of the Missouri Code; (q) the Missouri statutes
dealing with "abandoned or uncontrolled" sites where hazardous waste has been
disposed of illegally or prior to regulation, Title XVI Section 260.435 of the
Missouri Code; (r) the Arkansas Water and Air Pollution Control Act, Section
8-4-101 et seq. of the Arkansas Code of 1987 Annotated; (s) the Arkansas Solid
Waste Management

REORGANIZATION AGREEMENT - PAGE 40
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Act, Section 8-6-201 et seq. of the Arkansas Code of 1987 Annotated; (t) the
Hazardous Waste Management Act of 1979, Section 8-7-301 et seq. of the Arkansas
Code of 1987 Annotated; (u) the Arkansas Resource Reclamation Act of 1979,
Section 8-7-301 et seq. of the Arkansas Code of 1987 Annotated; (v) the
Emergency Response Fund Act, Section 8-7-401 et seq. of the Arkansas Code of
1987 Annotated; (w) Remedial Act Trust Fund Act, Section 8-7-501 et seq. of the
Arkansas Code of 1987 Annotated; (x) the Arkansas statute dealing with
Regulated Substance Storage Tanks, Sections 8-7-801 et seq. of the Arkansas
Code of 1987 Annotated; (y) the Petroleum Storage Tank Trust Fund Act, Sections
8-7-901 et seq. of the Arkansas Code of 1987 Annotated; (z) any amendments to
the foregoing Acts and regulations as may be adopted from time to time on or
before the Closing; and (aa) any rule, regulation, order, injunction, judgment,
declaration or decree implementing or interpreting any of the foregoing Acts,
as amended.

"HAZARDOUS SUBSTANCES" shall mean any substance, material,
waste, or pollutant that is now (or prior to the Closing) listed, defined,
characterized or regulated as hazardous, toxic or dangerous under or pursuant
to any statute, law, ordinance, rule or regulation of any federal, state,
regional, county or local governmental authority having jurisdiction over the
Property of CBI or any CBI Subsidiary or its use or operation, including,
without limitation, (a) any substance, material, element, compound, mixture,
solution, waste, chemical or pollutant listed, defined, characterized or
regulated as hazardous, toxic or dangerous under any Applicable Environmental
Laws, (b) petroleum, petroleum derivatives or by-products, and other
hydrocarbons, (c) polychlorinated biphenyls (PCBs), asbestos and urea
formaldehyde, and (d) radioactive substances, materials or waste.

"PROPERTY" shall be deemed to include, but shall not be
limited to, all real property owned, controlled, leased or held by CBI or a CBI
Subsidiary, in whole or in part, solely or in a joint venture or other business
arrangement, either for operational or investment purposes, and whether
assigned, purchased, or obtained through foreclosure (or similar action) or in
satisfaction of debts previously contracted.

(b) In addition, except as set forth in Schedule 5.15(b) hereto:

(i) No notice, notification, demand,
request for information, citation, summons or order has been issued,
no complaint has been filed, no penalty has been assessed and no
investigation or review is pending by any governmental or other entity
with respect to any alleged failure by CBI or any CBI Subsidiary to
have any permit,

REORGANIZATION AGREEMENT - PAGE 41
<PAGE> 121

license or authorization required in connection with the conduct of
the business of CBI or any CBI Subsidiary or with respect to any
generation, treatment, storage, recycling, transportation, release or
disposal, or any release as defined in 42 U.S.C. Section 9601(22)
("Release"), of any Hazardous Substances generated by CBI or any
Affiliate of CBI at the Property;

(ii) To the best knowledge of CBI or any
CBI Subsidiary, none of the Property has received or held any
Hazardous Substances in such amount and in such manner as to
constitute a violation of the Applicable Environmental Laws, and no
Hazardous Substances have been Released or disposed of on, in or under
any of the Property during or prior to CBI's or any CBI Subsidiary's
occupancy thereof, or during or, to the best knowledge of CBI or any
CBI Subsidiary, prior to the occupancy thereof by any assignee or
sublessee of CBI or any CBI Subsidiary, except in compliance with all
Applicable Environmental Laws;

(iii) There are no Hazardous Substances
being stored at any Property or located in, on or upon, any Property
(including the subsurface thereof) or installed or affixed to
structures or equipment on the Property; and there are no underground
storage tanks for Hazardous Substances, active or abandoned, at any
Property; and

(iv) No Hazardous Substances have been
Released during, or to the best knowledge of CBI or any CBI
Subsidiary, prior to CBI's or any CBI Subsidiary's occupancy thereof,
in a reportable quantity, where such a quantity has been established
by statute, ordinance, rule, regulation or order, at, on or under any
Property.

(c) Neither CBI nor any Affiliate of CBI has
transported or arranged for the transportation of any Hazardous Substances to
any location which is listed on the National Priorities List under CERCLA,
listed for possible inclusion on the National Priorities List by the
Environmental Protection Agency in the CERCLA Information System ("CERCLIS") or
on any similar state list or which is the subject of federal, state or local
enforcement actions or other investigations which may lead to claims against
the owner of the Property for cleanup costs, remedial work, damages to natural
resources or for personal injury claims, including, but not limited to, claims
under CERCLA.

(d) Except as set forth in Schedule 5.15(d), no
Hazardous Substances have been generated, recycled, treated, stored, disposed
of or Released by, CBI or any Affiliate of CBI in violation of Applicable
Environmental Laws.

REORGANIZATION AGREEMENT - PAGE 42
<PAGE> 122

(e) No oral or written notification of a Release
of Hazardous Substances has been filed by or on behalf of CBI or any Affiliate
of CBI relating to the Property and no Property is listed or proposed for
listing on the National Priority List promulgated pursuant to CERCLA, on
CERCLIS or on any similar state list of sites requiring investigation or
clean-up.

(f) There are no liens arising under or pursuant
to any Applicable Environmental Laws on any Property, and no government actions
have been taken or, to the best knowledge of CBI, threatened, or are in process
which could subject any of such properties to such liens and none of the
Property would be required to place any notice or restriction relating to the
presence of Hazardous Substances at any Property in any deed to such Property.

(g) Except as described in Schedule 5.15(g)
hereto, there have been no environmental investigations, studies, audits,
tests, reviews or other analyses conducted by or which are in the possession of
CBI or any Affiliate of CBI in relation to any Property, which have not been
made available to UPC.

(h) Neither CBI nor any CBI Subsidiary is aware
of any facts which might suggest that CBI or any CBI Subsidiary has engaged in
any management practice with respect to any of its past or existing borrowers
which could reasonably be expected to subject CBI or any CBI Subsidiary or the
Property to any liability, either directly or indirectly, under the principles
of law as set forth in United States v. Fleet Factors Corporation, 901 F.2d
1550 (11th Cir. 1990).

5.16 Insurance. CBI and each CBI Subsidiary have paid all
material amounts due and payable under any insurance policies and guaranties
applicable to CBI and any CBI Subsidiary and CBI's or any CBI Subsidiary's
assets and operations; all such insurance policies and guaranties are in full
force and effect; and CBI and each CBI Subsidiary and all of CBI's and each CBI
Subsidiary's material Realty and other material properties are insured against
fire, casualty, theft, loss, and such other hazards and occurrences against
which it is customary to insure, all such insurance policies being in amounts
that are adequate and consistent with past practice and experience.

5.17 Labor and Employment Matters. Except as reflected in
Schedule 5.17 hereto, there is no (i) collective bargaining agreement or other
labor agreement to which CBI or any CBI Subsidiary is a party or by which any
of them is bound; (ii) employment, profit sharing, deferred compensation,
bonus, stock option, purchase, retainer, consulting, retirement, welfare or
incentive plan or contract to which CBI or any CBI Subsidiary is a party or by
which it is bound; or (iii) plan or agreement under

REORGANIZATION AGREEMENT - PAGE 43
<PAGE> 123

which "fringe benefits" (including, but not limited to, vacation plans or
programs, sick leave plans or programs and related benefits) are afforded any
of the employees of CBI or any CBI Subsidiary. No party to any such agreement,
plan or contract is in default with respect to any material term or condition
thereof, nor has any event occurred which, through the passage of time or the
giving of notice, or both, would constitute a default thereunder or would cause
the acceleration of any obligation of any party thereto. Neither CBI nor any
CBI Subsidiary has received notice from any governmental agency of any alleged
violation of applicable laws that remains unresolved respecting employment and
employment practices, terms and conditions of employment and wages and hours.
CBI and each CBI Subsidiary have complied in all material respects with all
applicable laws, rules and regulations relating to the employment of labor,
including those related to its employment practices, employee disabilities,
wages, hours, collective bargaining and the payment and withholding of taxes
and other sums as required by the appropriate governmental authorities and CBI
and each CBI Subsidiary have withheld and paid to the appropriate governmental
authorities or are holding for payment not yet due to such authorities all
amounts required to be withheld from the employees of CBI and each CBI
Subsidiary and are not liable for any arrears of wages, taxes, penalties or
other sums for failure to comply with any of the foregoing. Except as set
forth in Schedule 5.17, there is no: unfair labor practice complaint against
CBI or any CBI Subsidiary pending before the National Labor Relations Board or
any state or local agency; pending labor strike or other labor trouble
affecting CBI or any CBI Subsidiary; labor grievance pending against CBI or any
CBI Subsidiary; pending representation question respecting the employees of CBI
or any CBI Subsidiary; pending arbitration proceedings arising out of or under
any collective bargaining agreement to which CBI or any CBI Subsidiary is a
party, or to the best knowledge of CBI, any basis for which a claim may be made
under any collective bargaining agreement to which CBI or any CBI Subsidiary is
a party.

5.18 Records and Documents. The Records of CBI and of
each CBI Subsidiary are and will be sufficient to enable CBI and each such CBI
Subsidiary to continue conducting its business under similar standards as CBI
and each such CBI Subsidiary have heretofore conducted such business.

5.19 Capitalization of CBI. The authorized capital stock
of CBI consists of 6,500,000 shares of common stock having a par value of $.10
per share (the "CBI Common Stock"), 200,000 shares of preferred stock having a
par value of $1.00 per share (the "CBI Preferred Stock") and no other class of
equity security. As of the date of this Reorganization Agreement, (i)
3,067,268 shares of CBI Common Stock were issued and outstanding,

REORGANIZATION AGREEMENT - PAGE 44
<PAGE> 124

(ii) 27,600 shares of CBI's 9.75% Increasing Rate, Redeemable, Cumulative,
Perpetual Preferred Stock, Series C (the "CBI Series C Preferred Stock") were
issued and outstanding; and (iii) no shares of CBI Common Stock or CBI
Preferred Stock were held by CBI as treasury stock . All of the outstanding CBI
Common Stock is validly issued, fully-paid and nonassessable and has not been
issued in violation of any preemptive rights of any CBI Shareholder. Except as
described in Section 2.7 of this Reorganization Agreement or as described on
Schedule 5.19 hereto, as of the date hereof, there are no outstanding
securities or other obligations which are convertible into CBI Common Stock or
into any other equity or debt security of CBI, and there are no outstanding
options, warrants, rights, scrip, rights to subscribe to, calls, puts or other
commitments of any nature which would entitle the holder, upon exercise
thereof, to be issued CBI Common Stock or any other equity or debt security of
CBI. Accordingly, immediately prior to the Effective Time of the Merger, there
will be not more than (nor less than) 3,067,268 shares of CBI Common Stock
issued and outstanding (other than shares which shall have been issued by CBI
incidental to the conversion of certain convertible Notes or incidental to the
exercise of stock options, warrants or similar rights issued prior to the date
hereof, the existence of which has been disclosed in this Reorganization
Agreement or in any Schedule hereto. Except as set forth in Schedule 5.19
hereto, CBI is the beneficial owner and record holder of, and has good and
freely transferable title to, all of the shares of CBI's Subsidiaries' Common
Stock outstanding, which recorded on the books and Records of each CBI
Subsidiary as being held in CBI's name, free and clear of all liens, charges or
encumbrances, and such stock is not subject to any voting trusts, agreements or
similar arrangements or other claims which could affect the ability of CBI to
freely vote such stock in support of the transactions contemplated herein.

5.20 Sole Agreement. Except as described in Schedule 5.20
hereto, with the exception of this Reorganization Agreement, neither CBI, nor
any CBI Subsidiary, nor any Subsidiary of either has been, is or will become a
party to: any letter of intent or agreement to merge, to consolidate, to sell
or purchase assets (other than in the normal course of its business) or to any
other agreement which contemplates the involvement of CBI or any CBI Subsidiary
or any Subsidiary of any CBI Subsidiary (or any of their assets) in any
business combination of any kind; or any agreement obligating CBI or any CBI
Subsidiary to issue or sell or authorize the sale or transfer of CBI Common
Stock or the capital stock of any CBI Subsidiary. Except as described in
Schedule 5.20 hereto, there are no (nor will there be at the Effective Time of
the Merger any) shares of capital stock or other equity securities of CBI
outstanding, except for shares of CBI Common Stock presently issued and
outstanding, and there are

REORGANIZATION AGREEMENT - PAGE 45
<PAGE> 125

no (nor will there be at the Effective Time of the Merger any) outstanding
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into or
exchangeable for, shares of the capital stock of CBI or any CBI Subsidiary, or
contracts, commitments, understandings, or arrangements by which CBI or any CBI
Subsidiary is or may be bound to issue additional shares of their capital stock
or options, warrants, or rights to purchase or acquire any additional shares of
their capital stock. There are no (nor will there be at the Effective Time of
the Merger any) contracts, commitments, understandings, or arrangements by
which CBI or any CBI Subsidiary is or may be bound to transfer or issue to any
third party any shares of the capital stock of any CBI Subsidiary, and there
are no (nor will there be at the Effective Time of the Merger any) contracts,
agreements, understandings or commitments relating to the right of CBI to vote
or to dispose of any such shares.

5.21 Disclosure. The information concerning, and the
representations and warranties made by, CBI and each CBI Subsidiary set forth
in this Reorganization Agreement; or in the Schedules of Exceptions of CBI
hereto; or in any document, statement, certificate or other writing furnished
or to be furnished by CBI or by any CBI Subsidiary to UPC and INTERIM pursuant
hereto, does not and will not contain any untrue statement of a material fact
or omit and will not omit to state a material fact required to be stated herein
or therein necessary to make the statements and facts contained herein or
therein, in light of the circumstances in which they were or are made, not
false or misleading. Copies of all documents heretofore or hereafter delivered
or made available to UPC or INTERIM by CBI or any CBI Subsidiary pursuant
hereto were or will be complete and accurate copies of such documents.

5.22 Absence of Undisclosed Liabilities. Except as
described in Schedule 5.22 hereto, neither CBI nor any CBI Subsidiary has any
obligation or liability (contingent or otherwise) that is material to the
financial condition or operations of CBI or of any CBI Subsidiary, or that,
when combined with all similar obligations or liabilities, would be material to
the financial condition or operations of CBI or any CBI Subsidiary (i) except
as disclosed in the Audited Financial Statements of CBI delivered to UPC prior
to the date of this Reorganization Agreement or (ii) except obligations or
liabilities incurred in the ordinary course of its business consistent with
past practices or (iii) except as contemplated under this Reorganization
Agreement. Since December 31, 1994, neither CBI nor any CBI Subsidiary has
incurred or paid any obligation or liability which would be material to the
financial condition or operations of CBI or such CBI Subsidiary, except for
obligations paid in connection with transactions made by it in

REORGANIZATION AGREEMENT - PAGE 46
<PAGE> 126

the ordinary course of its business consistent with past practices, laws and
regulations applicable to CBI or any CBI Subsidiary.

5.23 Allowance for Possible Loan or ORE Losses. The
"Allowance for possible loan losses" reflected in the Audited Financial
Statements of CBI is (with respect to periods ended on or before December 31,
1994) or will be (with respect to periods ending subsequent to December 31,
1994) adequate in all respects to provide for anticipated losses inherent in
Loans outstanding and with respect to commitments to extend credit or similar
off-balance-sheet items (including accrued interest receivable) as of the dates
thereof. Except as disclosed in Schedule 5.23 hereto, as of the date thereof
neither CBI nor any CBI Subsidiary has any Loan or other extension of credit
which has been criticized or classified by the bank examiners representing any
Regulatory Authority or by its independent auditors as "Other Assets Especially
Mentioned," "Substandard," "Doubtful" or "Loss" or as a "Potential Problem
Loan." The net book value of CBI's assets acquired through foreclosure in
satisfaction of problem loans ("ORE") are carried on the Balance Sheet of the
Audited Financial Statements of CBI at fair value at the time of acquisition
less estimated selling costs which approximates the net realizable value of the
ORE in accordance with the American Institute of Certified Public Accountants'
Statement of Position 92-3.

5.24 Compliance with Laws. CBI and each CBI Subsidiary:
(a) Is in compliance with all laws, rules,
regulations, reporting and licensing requirements, and orders applicable to its
business or employees conducting its business (including, but not limited to,
those relating to consumer disclosure and currency transaction reporting) the
breach or violation of which would or could reasonably be expected to have a
material adverse effect on the financial condition or operations of CBI or of
any CBI Subsidiary or which would or could reasonably be expected to subject
CBI, or any CBI Subsidiary or any of the directors or officers of CBI or of a
CBI Subsidiary to civil money penalties; and

(b) Has received no written notification or
communication from any agency or department of federal, state, or local
government or any of the Regulatory Authorities, or the staff thereof (i)
asserting that CBI or any CBI Subsidiary is not in compliance with any of the
statutes, rules, regulations, or ordinances which such governmental authority
or Regulatory Authority enforces, which, as a result of such noncompliance,
would result in a material adverse impact on CBI or on any CBI Subsidiary; (ii)
threatening to revoke any license, franchise, permit, or governmental
authorization which is material to the financial condition or operations of CBI
or any CBI Subsidiary;

REORGANIZATION AGREEMENT - PAGE 47
<PAGE> 127

or (iii) requiring CBI or any CBI Subsidiary to enter into a cease and desist
order, consent, agreement, or memorandum of understanding.

5.25 Employee Benefit Plans.

(a) CBI has previously provided to UPC true and
complete copies of each "employee pension benefit plan," as defined in Section
3(2) of the Employee Retirement Income Security Act of 1974 ("ERISA") which, to
the best of its knowledge, is subject to any provision of ERISA and covers any
employee, whether active or retired, of CBI or any CBI Subsidiary or any other
entity which is a member of a controlled group or is under common control with
CBI or its Subsidiaries in the manner defined and further described in Section
414(b), (c), or (m) of the IRC of 1986 (the "Code"). Such plans are
hereinafter referred to collectively as the "Employee Pension Benefit Plans",
and each such Employee Pension Benefit Plan is listed in Schedule 5.25(a)
hereto. CBI has also provided to UPC true and complete copies of all trust
agreements, collective bargaining agreements, and insurance contracts related
to such Employee Pension Benefit Plans.

To the best knowledge of CBI and its Subsidiaries,
each Employee Pension Benefit Plan which is intended to be qualified under
Section 401(a) of the IRC is so qualified and each trust forming a part thereof
is exempt from tax pursuant to Section 501(a) of the IRC. Copies of the latest
determination letters concerning the qualified status of each Employee Pension
Benefit Plan which is intended to be qualified under Section 401(a) of the IRC
have been provided to UPC. Requests for determination letters relating to
amendments required to cause such Employee Pension Benefit Plans to be in
compliance with the Tax Equity and Fiscal Responsibility Act of 1982, the
Deficit Reduction Act of 1984, the Retirement Equity Act of 1984 and the IRC
were timely filed and have been received by CBI and its Subsidiaries. Requests
for determination letters relating to any subsequent amendments to such plans
which are currently pending have been provided to UPC. All such requests were
timely and properly filed and appropriate notice of any such filing was timely
and properly provided to affected plan participants and beneficiaries.

To the best knowledge of CBI and its Subsidiaries,
each of the Employee Pension Benefit Plans has been operated in substantial
conformity with the written provisions of the applicable plan documents which
have been delivered to UPC and in compliance with the requirements prescribed
by all statutes, orders, rules, and regulations including, but not limited to,
ERISA and the IRC, which are applicable to such Employee Pension

REORGANIZATION AGREEMENT - PAGE 48
<PAGE> 128

Benefit Plans. To the extent that the operation of an Employee Pension Benefit
Plan shall have materially deviated from the written provisions of the plan,
such operational deviations have been disclosed in Schedule 5.25(a) hereto. In
any event, a violation with respect to the Employee Pension Benefit Plans, the
consequences of which shall not be material, shall not be deemed to constitute
a breach of this warranty and representation.

With respect to Employee Pension Benefit Plans which
are subject to the annual report requirement of ERISA Section 103 or to the
annual return requirement of IRC Section 6047, all required annual reports and
annual returns, or such other documents as may have been required as
alternative means of compliance with the annual report requirement, have been
timely filed. Copies of all such annual returns/reports, including all
attachments and Schedules, for the three (3) plan years immediately preceding
the current date have been delivered to UPC. With respect to Employee Pension
Benefit Plans which complied with the annual return requirement by satisfaction
of an alternate compliance method, any documents required to be filed with the
Department of Labor in satisfaction of such requirements have been provided to
UPC.

With respect to all Employee Pension Benefit Plans
which are subject to the summary plan description requirement of ERISA Section
102, all such summary plan descriptions as were required to be filed with the
Department of Labor and distributed to participants and beneficiaries have been
timely filed and distributed. Copies of all such summary plan descriptions
have been delivered to UPC. No Employee Pension Benefit Plan constitutes a
"multiemployer plan" as defined in Section 4001(a)(3) of ERISA.

No Employee Pension Benefit Plan subject to Part III
of Subtitle B of ERISA or Section 412 of the IRC, or both, has incurred an
"accumulated funding deficiency" within the meaning of IRC Section 412, whether
or not waived. All required contributions to all Employee Pension Benefit
Plans have been timely made. Any penalties or taxes which have been incurred
by CBI or its subsidiaries or by any Employee Pension Benefit Plan with respect
to the timing or amount of payment of any contribution to an Employee Pension
Benefit Plan have been timely paid. The limitations of IRC Section 415 have
not been exceeded with respect to any Employee Pension Benefit Plan or
combination of such plans to which such limitations apply.

To the best knowledge of CBI and its Subsidiaries, no
"reportable event" (as described in Section 4043(b) of ERISA) has occurred with
respect to any Employee Pension Benefit Plan. No Employee Pension Benefit Plan
or any trust created thereunder, nor any "disqualified person" with respect to
the plan (as

REORGANIZATION AGREEMENT - PAGE 49
<PAGE> 129

defined in Section 4975 of the IRC), has engaged in a "prohibited transaction",
as such term is defined in Section 4975 of the IRC, which could subject such
Employee Pension Benefit Plan, any such trust or any such disqualified person
(other than a person for whom neither CBI nor any CBI Subsidiary is directly or
indirectly responsible) to any material liability under Title I of ERISA or to
the imposition of any tax under Section 4975 of the IRC.

No condition exists with regard to any Employee
Pension Benefit Plan which constitutes grounds for the termination of such plan
pursuant to Section 4042 of ERISA.

The fair market value of the assets of any Employee
Pension Benefit Plan which is subject to Title IV of ERISA (excluding for these
purposes any accrued but unpaid contributions) exceeded the present value of
all benefits accrued under any such plan, determined on a termination basis
using the assumptions established by the Pension Benefit Guaranty Corporation
as in effect on such date. Neither CBI nor its Subsidiaries have incurred any
liability under Title IV of ERISA arising in connection with the termination
of, or complete or partial withdrawal from, any plan covered or previously
covered by Title IV of ERISA. The termination of any IRC Section 401(a)
qualified Employee Pension Benefit Plan previously terminated by CBI or any CBI
Subsidiary did not adversely affect the qualification of such Employee Pension
Benefit Plan. The distribution of the assets of any such Employee Pension
Benefit Plan was made or is currently being made in conformity with the
requirements of that Employee Pension Benefit Plan and of applicable legal
requirements and has not resulted in, will not result in, and is reasonably not
anticipated to result in the assessment of any tax, penalty, or excise tax
against such pension plan, its related trusts, the fiduciary and administrators
of the Employee Pension Benefit Plan, CBI or its Subsidiaries, or any
disqualified person (as defined in IRC Section 4975) with respect to the
Employee Pension Benefit Plan.

No tax has been, will be, or is reasonably
anticipated to be imposed under IRC Section 4978, 4978B, or 4979A due to the
operation of an Employee Pension Benefit Plan sponsored by CBI or its
Subsidiaries which is an employee stock ownership plan ("ESOP").

Except as disclosed in Schedule 5.25(a) hereto, all
Employee Pension Benefit Plans were in effect for substantially all of calendar
year 1994. There has been no material amendment of any such plans (other than
amendments required to comply with applicable law) or material increase in the
cost of maintaining such plans or providing benefits thereunder on or after the
last day of the plan year which ended

REORGANIZATION AGREEMENT - PAGE 50
<PAGE> 130

in calendar year 1994 for each such Employee Pension Benefit Plan.

CBI has provided to UPC copies of the annual
actuarial valuation or allocation report for each Employee Pension Benefit Plan
for the three (3) plan years for such plan immediately preceding the current
date. With regard to Employee Pension Benefit Plans which are not intended to
be qualified under Section 401(a) of the IRC, copies of financial statements or
reports containing information regarding the financial accounting expense of
maintaining any such Employee Pension Benefit Plan for the three (3) plan years
preceding the current date have been delivered to UPC.

CBI has provided to UPC copies of all filings
regarding the Employee Pension Benefit Plans which have been made with the
Securities and Exchange Commission for the three (3) plan years preceding the
date hereof.

(b) CBI has furnished to UPC true and complete copies of
each "Employee Welfare Benefit Plan" as defined in Section 3(1) of ERISA,
which, to the best of its knowledge, is subject to any provision of ERISA and
covers any employee, whether active or retired, of CBI or any CBI Subsidiary or
members of a controlled group or entities under common control with CBI or its
Subsidiaries in the manner defined and further described in Section 414(b),
(c), or (m) of the IRC. Such plans are hereinafter referred to collectively as
the "Employee Welfare Benefit Plans", and each such Employee Welfare Benefit
Plan is listed in Schedule 5.25(b) hereto.

CBI has also provided to UPC true and complete copies
of documents establishing all funding instruments for such Employee Welfare
Benefit Plans, including but not limited to, trust agreements, cafeteria plans
(pursuant to IRC Section 125), and voluntary employee beneficiary associations
(pursuant to IRC Section 501(c)(9)). To the best knowledge of CBI and its
Subsidiaries, each of the Employee Welfare Benefit Plans has been operated in
substantial conformity with the written provisions of the plan documents which
have been delivered to UPC and in compliance with the requirements prescribed
by all statutes, orders, rules, and regulations including, but not limited to,
ERISA and the IRC, which are applicable to such Employee Welfare Benefit Plans.
In any event, a violation with respect to the Employee Welfare Benefit Plans,
the consequences of which shall not be material, shall not be deemed to
constitute a breach of this warranty and representation. CBI has provided any
notification required by law to any participant covered under any Employee
Welfare Benefit Plan which has failed to comply with the requirements of any
IRC section which results in the imposition

REORGANIZATION AGREEMENT - PAGE 51
<PAGE> 131

of a tax on benefits provided to such participants under such plan.

With respect to all Employee Welfare Benefit Plans
which are subject to the annual report requirement of ERISA Section 103 or to
the annual return requirement of IRC Section 6039D, all annual reports and
annual returns as were required to be filed pursuant to such sections have been
timely filed. Copies of all such annual returns/reports, including all
attachments and Schedules, for the three (3) plan years immediately preceding
the current date for all plans subject to such requirements have been delivered
to UPC. With respect to all Employee Welfare Benefit Plans which are subject
to the summary plan description requirement of ERISA Section 102, all such
summary plan descriptions as were required to be filed with the Department of
Labor and distributed to participants and beneficiaries have been timely filed
and distributed. Copies of all such summary plan descriptions have been
delivered to UPC.

Except as disclosed in Schedule 5.25(b) hereto, all
Employee Welfare Benefit Plans which are in effect were in effect for
substantially all of calendar year 1994. Except as disclosed in Schedule
5.25(b) hereto, there has been with respect to such Employee Welfare Benefit
Plans no material amendment thereof (except as may have been, or may be
required by applicable law) or material increase in the cost thereof or
benefits payable thereunder on or after January 1, 1995.

No Employee Welfare Benefit Plan or any trust created
thereunder, nor any "party in interest" with respect to the plan (as defined in
Section 3(14) of ERISA), has engaged in a "prohibited transaction", as such
term is defined in Section 406 of ERISA, which could subject such Employee
Welfare Benefit Plan, any such trust, or any party in interest (other than a
person for whom neither CBI nor any CBI Subsidiary is directly or indirectly
responsible) to the imposition of a penalty for such prohibited transaction
under Section 502(i) of ERISA. The Department of Labor has not assessed any
such penalty or served notice to CBI or any of its Subsidiaries that such a
penalty may be imposed upon any Employee Welfare Benefit Plan.

Neither CBI nor any CBI Subsidiary has failed to make
any contribution to, or pay any amount due and owing by CBI or a CBI Subsidiary
under the terms of, an Employee Welfare Benefit Plan. Except as disclosed in
Section 5.25(b) hereto, no claims have been incurred with respect to any
Employee Welfare Benefit Plan which may, to the best knowledge, information and
belief of CBI, constitute a liability for CBI or any CBI Subsidiary after the
application of any insurance, trust or other funds which are applicable to the
payment of such claims.

REORGANIZATION AGREEMENT - PAGE 52
<PAGE> 132

Except as disclosed in Schedule 5.25(b) hereto, to
the best knowledge, information and belief of CBI, no condition exists that
could subject any Employee Welfare Benefit Plan or any person (other than a
person for whom neither CBI or any CBI Subsidiary is directly or indirectly
responsible) to liabilities, damages, losses, taxes, or sanctions that arise
under Section 4980B of the IRC or Sections 601 through 608 of ERISA for failure
to comply with the continuation health care coverage requirements of ERISA
Sections 601 through 608 and IRC Section 4980B with respect to any current or
former employee of CBI or any CBI Subsidiary, or the beneficiaries of such
employee.

(c) CBI has furnished to UPC true and complete copies
and/or descriptions of each plan or arrangement maintained or otherwise
contributed to by CBI or any CBI Subsidiary which is not an Employee Pension
Benefit Plan and is not an Employee Welfare Benefit Plan and which (exclusive
of base salary and base wages) provides for any form of current or deferred
compensation, bonus, stock option, profit sharing, retirement, group health or
insurance, welfare benefits, fringe benefits, or similar plan or arrangement
for the benefit of any employee or class of employees, whether active or
retired, or independent contractors of CBI or any CBI subsidiary. Such plans
and arrangements shall collectively be referred to herein as "Benefit
Arrangements" and all such Benefit Arrangements of CBI and CBI's Subsidiaries
are listed on Schedule 5.25(c) hereto. Except as disclosed in Schedule 5.25(c)
hereto, there are no other benefit arrangements of the CBI companies and all
Benefit Arrangements which are in effect were in effect for substantially all
of calendar year 1994. Except as disclosed in Schedule 5.25(c) hereto, there
has been with respect to Benefit Arrangements no material amendment thereof or
material increase in the cost thereof or benefits payable thereunder on or
after January 1, 1995. There has been no material increase in the base salary
and wage levels of CBI or any CBI Subsidiary and, except in the ordinary course
of business, no change in the terms or conditions of employment (including
severance benefits) compared, in each case, to those prevailing for
substantially all of calendar year 1994. Except as disclosed in Schedule
5.25(c) hereto, there has been no material increase in the compensation of, or
benefits payable to, any senior executive employee of CBI or any CBI subsidiary
on or after January 1, 1995, nor has any employment, severance, or similar
contract been entered into with any such employee, nor has any amendment to any
such contract been made on or after January 1, 1995.

With respect to all Benefit Arrangements which are
subject to the annual return requirement of IRC Section 6039D, all annual
returns as were required to be filed have been timely filed. Copies of all
such annual returns for the three (3) plan

REORGANIZATION AGREEMENT - PAGE 53
<PAGE> 133

years immediately preceding the current date have been delivered to UPC.

(d) Listed on Schedule 5.25(d) hereto are all Employee
Pension Benefit Plans, Employee Welfare Benefit Plans, and Benefit Arrangements
which provide compensation or benefits which become effective upon a change in
control of CBI or any CBI Subsidiary, including, but not limited to, additional
compensation or benefits, or acceleration in the amount or timing of payment of
compensation or benefits which had become effective prior to the date of such
acceleration. Except as disclosed in Schedule 5.25(d) hereto, there is no
Employee Pension Benefit Plan, Employee Welfare Benefit Plan, or Benefit
Arrangement covering any employee of CBI or any CBI Subsidiary which
individually or collectively could give rise to the payment of any amount which
would constitute an "excess parachute payment," as such term is defined in
Section 280G of the IRC and Regulations proposed pursuant to that section.

(e) Except as described in Schedule 5.25(e) hereto, each
Employee Pension Benefit Plan, Employee Welfare Benefit Plan, or Benefit
Arrangement and each personal services contract, fringe benefit, consulting
contract or similar arrangement with or for the benefit of any officer,
director, employee, or other person may be terminated by CBI (or by INTERIM as
the Surviving Corporation) within a period of no more than thirty (30) days
following the effective time of the merger, without payment of any amount as a
penalty, bonus, premium, severance pay, or other compensation for such
termination. No limitation on the right to terminate any such plan has been
communicated by CBI or its Subsidiaries to employees, former employees, or
retirees who are or may be participants in or beneficiaries of such plans or
arrangements. Each Employee Pension Benefit Plan which is qualified under
Section 401(a) of the IRC as a qualified defined benefit pension plan contains
language which permits the reversion of excess assets to the employer
maintaining the plan or its successors or assigns upon a plan termination and
such provision has been included in the Employee Pension Benefit Plan for the
period required under ERISA Section 4044(d).

(f) Except as disclosed in Schedule 5.25(f) hereto,
neither CBI nor any CBI Subsidiary has received notice from any governmental
agency of any alleged violation of applicable laws or of any prospective audit
or other investigation for the purpose of reviewing compliance with applicable
laws with respect to any Employee Pension Benefit Plan, Employee Welfare
Benefit Plan or Benefit Arrangement.

Except as disclosed in Schedule 5.25(f) hereto, no
suits, actions, or claims have been filed in any court of law or with any
governmental agency regarding the operation of any

REORGANIZATION AGREEMENT - PAGE 54
<PAGE> 134

Employee Pension Benefit Plan, Employee Welfare Benefit Plan, or Benefit
Arrangement and no such additional suits, actions, or claims are, to the best
information, knowledge and belief of CBI, anticipated to be filed.

5.26 Material Contracts. Except as reflected in the
Audited Financial Statements of CBI or as described in Schedule 5.26 hereto,
neither CBI nor any CBI Subsidiary, nor any of their respective assets,
businesses, or operations, is as of the date of this Reorganization Agreement a
party to, or is bound or affected by, or receives benefits under any contract
or agreement or amendment thereto that in each case would (assuming that each
were a reporting company under the 1934 Act, whether or not it is so
registered) be required to be filed as an exhibit to an Annual Report on Form
10-K filed by CBI as of the date of this Reorganization Agreement that has not
already been filed as an exhibit to CBI's Form 10-K filed for the fiscal year
ended December 31, 1994, or in any other SEC Document filed prior to the date
of this Reorganization Agreement.

5.27 Material Contract Defaults. Neither CBI nor any CBI
Subsidiary is in default in any respect under any contract, agreement,
commitment, arrangement, lease, insurance policy, or other instrument to which
it is a party or by which its respective assets, business, or operations may be
bound or affected or under which it or its respective assets, business, or
operations receives benefits, which default may be reasonably expected to have
either individually or in the aggregate a material adverse effect on CBI or on
any CBI Subsidiary and there has not occurred any event which, with the lapse
of time or the giving of notice or both, would constitute such a default.

5.28 Reports. Since January 1, 1990, CBI and each CBI
Subsidiary have filed all reports and statements, together with any amendments
required to be made with respect thereto, that it was required to file with (i)
the Missouri Division; (ii) the Federal Reserve; (iii) the Comptroller; (iv)
the FDIC; (v) the OTS (if applicable as a result of the acquisition of Home
Federal); or (vi) the SEC, including, but not limited to, Annual Reports on SEC
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
proxy statements; (vii) reports on Forms 2900 and call reports (on FFIEC Forms
032, 033 and 034 and similar forms) and (viii) any other applicable federal or
state securities or banking authorities (except, in the case of federal or
state securities authorities, filings which are not material). As of their
respective dates, each of such reports and documents, including the financial
statements, tables, exhibits, and schedules thereto, complied in all material
respects with all of the requirements of the respective forms on which they
were filed and with all of the statutes, rules, and regulations enforced or
promulgated by the Regulatory Authority with which they were

REORGANIZATION AGREEMENT - PAGE 55
<PAGE> 135

filed. All such reports were true and complete in all material respects and
did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. CBI will provide to UPC true and correct copies of all such
reports filed by CBI or by any CBI Subsidiary subsequent to January 1, 1990.

5.29 Exchange Act Filings. The outstanding shares of CBI
Common Stock and the Depositary Shares of CBI Series C Preferred Stock are
registered with the SEC pursuant to Section 12 of the 1934 Act.

5.30 Statements True and Correct. None of the information
prepared by, or on behalf of CBI or by any CBI Subsidiary regarding CBI, any
CBI Subsidiary or any Subsidiary of a CBI Subsidiary included or to be included
in the Proxy Statement to be mailed to CBI's shareholders in connection with
the Shareholders Meeting and any other documents to be filed with the SEC, or
any other Regulatory Authority in connection with the transaction contemplated
herein, will, at the respective times such documents are filed, and, with
respect to the Proxy Statement, when first mailed to the shareholders of CBI,
be false or misleading with respect to any material fact, or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or, in the case of
the Proxy Statement or any amendment thereof or supplement thereto, at the time
of the Shareholders Meeting, be false or misleading with respect to any
material fact, or omit to state any material fact necessary to correct any
statement in any earlier communication with respect to the solicitation of any
proxy for the Shareholders Meeting. All documents which CBI or any CBI
Subsidiary is responsible for filing with the SEC or any other Regulatory
Authority in connection with the transactions contemplated hereby will comply
as to form in all material respects with the provisions of applicable law,
including applicable provisions of the Securities Laws and the rules and
regulations issued thereunder.

ARTICLE 6

COVENANTS OF UPC

6.1 Regulatory Approvals. Within a reasonable time after
completion of UPC's "due diligence review" described in Section 2.3 of this
Reorganization Agreement and its decision to proceed with the transaction as a
result thereof, UPC shall file any and all applications with the appropriate
government Regulatory Authorities in order to obtain the necessary prior

REORGANIZATION AGREEMENT - PAGE 56
<PAGE> 136

Government Approvals of the transactions contemplated in this Reorganization
Agreement and shall take such other actions as may be reasonably required to
consummate the transactions contemplated in this Reorganization Agreement and
the Plan of Merger with reasonable promptness. UPC shall pay all fees and
expenses arising in connection with such applications for regulatory approval.
UPC agrees to provide the appropriate Regulatory Authorities with the
information required by such authorities in connection with UPC's applications
for regulatory approval and UPC agrees to use its best efforts to obtain such
regulatory approvals and any other approvals and consents as may be required
for the Closing as promptly as practicable; provided, however, that nothing in
this Section 6.1 shall be construed to obligate UPC to take any action to meet
any condition required to obtain prior regulatory approval if UPC shall, in
UPC's sole discretion, deem such condition to be unreasonable or to constitute
a significant impediment upon UPC's ability to carry on its business or
acquisition programs or to require UPC to increase UPC's capital ratios to
amounts in excess of the Federal Reserve's minimum capital ratio guidelines
which may be in effect from time to time.

6.2 Registration of UPC Common Stock under the Securities
Laws. UPC shall cooperate with CBI in the preparation of the CBI Proxy
Statement to be used at the Shareholders Meeting (and which shall serve also as
UPC's prospectus with respect to UPC's issuance of shares of UPC Common Stock
as Consideration for the Merger) and shall cause a registration statement on
the appropriate SEC Form to be prepared and filed so as to cause any shares of
UPC Common Stock which may be delivered to the CBI Record Holders in payment of
the Consideration to be registered under the 1933 Act and to be duly qualified
under the appropriate state securities laws. UPC shall also list for trading
on the NYSE the UPC Common Stock to be delivered in payment of the
Consideration. Such registration, qualification and listing shall be effected
prior to the Closing.

6.3 Employee Benefits. Following the consummation of the
transactions contemplated herein, UPC shall not be obligated to make further
contributions to any of the Employee Plans or Benefit Arrangements of CBI or
the CBI Subsidiaries and all employees of CBI and the CBI Subsidiaries
immediately prior to the Effective Time of the Merger who shall continue as
employees of INTERIM as the Surviving Corporation or as employees of any other
UPC Subsidiary will be afforded the opportunity to participate in any employee
benefit plans maintained by UPC or UPC's Subsidiaries, including but not
limited to any "employee benefit plan," as that term is defined in ERISA, on an
equal basis with employees of UPC or any UPC Subsidiaries with comparable
positions, compensation, and tenure. Service with CBI or with any CBI
Subsidiary prior to the Effective Time of the

REORGANIZATION AGREEMENT - PAGE 57
<PAGE> 137

Merger by such former CBI Company employees will be deemed service with UPC for
purposes of determining eligibility for participation and vesting in such
employee benefit plans of UPC and UPC's Subsidiaries. In its sole discretion,
UPC may elect to postpone until the first day of July next following the
Effective Time of the Merger the participation of the employees of CBI and
CBI's Subsidiaries in the employee benefit plans maintained by UPC or UPC's
Subsidiaries; provided, however, during any such postponement period, the CBI
Employee Plans and all related employee benefit plans shall continue in full
force and effect, except as expressly modified or amended by the terms of this
Reorganization Agreement, or until such time as such plans shall have been
replaced by benefit plans maintained by UPC.

6.4 Conduct of Business -- Affirmative Covenants. Unless
the prior written consent of CBI shall have been obtained and, except as
otherwise contemplated herein:

(a) At all times prior to the Closing, UPC shall
promptly inform CBI in writing of any developments, occurrences, events or
facts necessary to add to, amend or supplement the representations and
warranties made herein (including those made in the Schedules of Exceptions
attached hereto) as may be necessary to the end that the information contained
herein and therein will accurately reflect the current status of UPC and of
each UPC Subsidiary; provided, however, that any such updates to Schedules
shall be required prior to the Closing only with respect to matters which
represent material changes to the Schedules and the information contained
therein; and, provided further, that before such amendment, supplement or
update shall be deemed to have become and to constitute a part of, or an
amendment to, this Reorganization Agreement, CBI shall have agreed in writing
to each such amendment, supplement or update to the Reorganization Agreement
and/or Schedules which initially shall have become a part of this
Reorganization Agreement;

(b) On and after the Closing Date, UPC and each UPC
Subsidiary shall give such further assistance to CBI and shall execute,
acknowledge and deliver all such documents and instruments as CBI may
reasonably request and take such further action as may be necessary or
appropriate effectively to consummate the transactions contemplated by this
Reorganization Agreement;

(c) Between the date of this Reorganization
Agreement and the Closing Date, UPC and each UPC Subsidiary shall afford CBI
and its authorized agents and representatives reasonable access during normal
business hours to the properties, operations, books, records, contracts,
documents, loan files and other information of, or relating to UPC and any UPC
Subsidiary. UPC and each UPC Subsidiary shall provide reasonable assistance

REORGANIZATION AGREEMENT - PAGE 58
<PAGE> 138

to CBI in its investigation of matters relating to UPC and any UPC Subsidiary;
and

(d) Subject to the terms and conditions of this
Reorganization Agreement, UPC agrees to use all reasonable efforts and to take,
or to cause to be taken, all actions, and to do, or to cause to be done, all
things necessary, proper, or advisable under applicable laws and regulations to
consummate and make effective, with reasonable promptness after the date of
this Reorganization Agreement, the transactions contemplated by this
Reorganization Agreement, including, without limitation, using reasonable
efforts to lift or rescind any injunction or restraining or other order
adversely affecting the ability of the Parties to consummate the transactions
contemplated by this Reorganization Agreement. UPC shall use, and shall cause
each of its Subsidiaries to use, its best efforts to obtain consents of all
third parties and Regulatory Authorities necessary or desirable for the
consummation of each of the transactions contemplated by this Reorganization
Agreement.

6.5 Indemnification. (a) From and after the Effective
Time of the Merger, UPC shall or UPC shall cause the Surviving Corporation to
indemnify, defend and hold harmless the present and former officers, directors,
employees and agents of CBI and its Subsidiaries (each an "Indemnified Party")
against all losses, expenses, claims, damages or liabilities arising out of
their status as such officer, director, employee or agent for actions or
omissions occurring on or prior to the Effective Time (including, without
limitation, the transactions contemplated by this Reorganization Agreement)
and, further, including without limitation, any proceeding in which an
Indemnified Party becomes or may become involved as a witness, defendant or
otherwise as a result of any such act or omission) to the fullest extent
permitted under Missouri law and by the Articles of Incorporation and bylaws of
CBI as in effect on the date hereof, including provisions relating to advances
of expenses incurred in the defense of any action or suit. Without limiting
the foregoing, in any case in which approval by UPC or the Surviving
Corporation shall be required to effectuate any indemnification, UPC shall or
UPC shall cause the Surviving Corporation to direct, at the election of the
Indemnified Party, that the determination of any such approval shall be made by
independent counsel selected by the Indemnified Party. UPC shall, and shall
cause the Surviving Corporation to, apply such rights of indemnification in
good faith and to the fullest extent permitted by applicable law.

(b) For three years after the Effective Time of the Merger, UPC
shall or shall cause the Surviving Corporation to provide the directors and
officers of CBI and its Subsidiaries with the same directors' and officers'
liability insurance coverage, if reasonably available, that UPC provides to
directors and officers

REORGANIZATION AGREEMENT - PAGE 59
<PAGE> 139

of its other banking subsidiaries generally, with respect to claims arising
from facts or events which occurred prior to or at the Effective Time.

(c) If after the Effective Time of the Merger,UPC or the Surviving
Corporation or any of its successors or assigns (i) shall consolidate with, or
merge into any other corporation or entity and shall not be the continuing or
surviving corporation or entity or such consolidation or merger or (ii) shall
transfer all or substantially all of its properties and assets to any
individual, corporation or other entity, then and in each such case, proper
provision shall be made such that the successors and assigns of UPC or the
Surviving Corporation shall assume any remaining obligations set forth in this
Section 6.5.

ARTICLE 7

COVENANTS OF CBI COMPANIES

7.1 Proxy Statement; CBI Shareholder Approval. CBI shall
call a special meeting of its shareholders (the "Shareholders Meeting") to be
held as soon as reasonably practicable after the date of this Reorganization
Agreement and shall use its best efforts to ensure that such meeting is held no
later than November 30, 1995, for the purpose of (i) approving this
Reorganization Agreement and the Plan of Merger, and (ii) such other related
matters as it deems appropriate. In connection with the Shareholders Meeting,
(i) CBI shall, with UPC's assistance, prepare a Proxy Statement to be filed
with the SEC as part of UPC's registration statement on the appropriate SEC
Form and with any other appropriate Regulatory Authority; shall mail or cause
to be mailed such Proxy Statement to the CBI Shareholders and shall provide UPC
the opportunity to review and comment on the Proxy Statement at least five (5)
business days prior to the filing of the Proxy Statement with the Regulatory
Authorities for prior review and at least five (5) business days prior to the
mailing of the Proxy Statement to the CBI Shareholders; (ii) the Parties shall
furnish to each other all information concerning them that the other Party may
reasonably request in connection with the preparation of such Proxy Statement;
(iii) the Board of Directors of CBI shall recommend (subject to compliance with
their legal and fiduciary duties as advised by counsel) to the CBI Shareholders
the approval of this Reorganization Agreement and the Plan of Merger; and (iv)
CBI shall use its best efforts, subject to compliance with its legal and
fiduciary duty as advised by counsel, to obtain such CBI Shareholders'
approvals.

REORGANIZATION AGREEMENT - PAGE 60
<PAGE> 140

7.2 Conduct of Business -- Affirmative Covenants. Unless
the prior written consent of UPC shall have been obtained and, except as
otherwise contemplated herein:

(a) CBI and each CBI Subsidiary shall, and CBI
shall cause each CBI Subsidiary to:

(i) Operate its business only in the
usual, regular, and ordinary course;

(ii) Preserve intact its business
organization and assets and maintain in effect its rights and
franchises;

(iii) Take no action, unless otherwise
required by law, rules or regulation, that would (A) adversely affect
the ability of any of them or of UPC to obtain any necessary approvals
of Regulatory Authorities required to consummate the transactions
contemplated by this Reorganization Agreement or (B) adversely affect
the ability of such Party to perform its covenants and agreements
under this Reorganization Agreement;

(iv) Except as they may terminate in
accordance with their terms, keep in full force and effect, and not
default in any of their obligations under, all material contracts;

(v) Keep in full force and effect insurance
coverage with responsible insurance carriers which is reasonably
adequate in coverage and amount for companies the size of CBI or the
CBI Subsidiary and for the businesses and properties owned by each and
in which each is engaged, to the extent that such insurance is
reasonably available;

(vi) Use its best efforts to retain any CBI
Subsidiary's present customer base and to enhance the probability of
the retention of such customer base by each CBI Subsidiary and its
branches after the Effective Time of the Merger; and

(vii) Maintain, renew, keep in full force
and effect, and preserve its business organization and material rights
and franchises, permits and licenses, and to use its best efforts to
maintain positive relations with its present employees such that such
employees will continue to perform effectively and will be available
to CBI, any CBI Subsidiary or UPC and UPC's Subsidiaries at and after
the Effective Time of the Merger, and to use its best efforts to
maintain its existing, or substantially equivalent, credit
arrangements with banks and other financial institutions and

REORGANIZATION AGREEMENT - PAGE 61
<PAGE> 141

to assure the continuance of any CBI Subsidiary's customer
relationships;

(b) CBI and each CBI Subsidiary agree to use their
best respective efforts to assist UPC in obtaining the Government Approvals
necessary to complete the transactions contemplated hereby and are not aware of
any reason why such Government Approvals cannot be obtained; CBI and each CBI
Subsidiary shall provide to UPC or to the appropriate governmental authorities
all information required to be submitted in connection with obtaining such
approvals;

(c) CBI and each CBI Subsidiary, at their own cost
and expense, shall use their respective best efforts to secure all necessary
consents and all consents and releases, if any, which may be required of CBI or
of any CBI Subsidiary or from any third parties and shall comply with all
applicable laws, regulations and rulings in connection with this Reorganization
Agreement and the consummation of the transactions contemplated hereby;

(d) At all times prior to the Closing, CBI and each
CBI Subsidiary shall promptly inform UPC in writing of any developments,
occurrences, events or facts necessary to add to, amend or supplement the
representations and warranties made herein (including those made in the
Schedules of Exceptions attached hereto) as may be necessary to the end that
the information contained herein and therein will accurately reflect the
current status of CBI and of each CBI Subsidiary; provided, however, that any
such updates to Schedules shall be required prior to the Closing only with
respect to matters which represent material changes to the Schedules and the
information contained therein; and provided further, that before such
amendment, supplement or update shall be deemed to have become and to
constitute a part of, or an amendment to, this Reorganization Agreement, UPC
shall have agreed in writing to each such amendment, supplement or update to
the Reorganization Agreement and/or Schedules which initially shall have become
a part of this Reorganization Agreement;

(e) On and after the Closing Date, CBI and each CBI
Subsidiary shall give such further assistance to UPC and shall execute,
acknowledge and deliver all such documents and instruments as UPC may
reasonably request and take such further action as may be necessary or
appropriate effectively to consummate the transactions contemplated by this
Reorganization Agreement;

(f) Between the date of this Reorganization
Agreement and the Closing Date, CBI and each CBI Subsidiary shall afford UPC
and its authorized agents and representatives

REORGANIZATION AGREEMENT - PAGE 62
<PAGE> 142

reasonable access during normal business hours to the properties, operations,
books, records, contracts, documents, loan files and other information of, or
relating to CBI and any CBI Subsidiary. CBI and each CBI Subsidiary shall
provide reasonable assistance to UPC in its investigation of matters relating
to CBI and any CBI Subsidiary; and

(g) Subject to the terms and conditions of this
Reorganization Agreement, CBI and each CBI Subsidiary agree to use all
reasonable efforts and to take, or to cause to be taken, all actions, and to
do, or to cause to be done, all things necessary, proper, or advisable under
applicable laws and regulations to consummate and make effective, with
reasonable promptness after the date of this Reorganization Agreement, the
transactions contemplated by this Reorganization Agreement, including, without
limitation, using reasonable efforts to lift or rescind any injunction or
restraining or other order adversely affecting the ability of the Parties to
consummate the transactions contemplated by this Reorganization Agreement. CBI
shall use, and shall cause each of its Subsidiaries to use, its best efforts to
assist UPC in obtaining the consents of all third parties and Regulatory
Authorities necessary or desirable for the consummation of each of the
transactions contemplated by this Reorganization Agreement.

7.3 Conduct of Business -- Negative Covenants. From the
date of this Reorganization Agreement until the earlier of the Effective Time
of the Merger or the termination of this Reorganization Agreement, CBI and each
CBI Subsidiary covenant and agree that they will neither do, nor agree or
commit to do, nor permit any CBI Subsidiary to do or commit or agree to do, any
of the following without the prior written consent of the chief executive
officer, president, or chief financial officer of UPC, which consent will not
be unreasonably withheld:

(a) Except as expressly contemplated by this
Reorganization Agreement or the Plan of Merger, amend its Charter or Bylaws; or

(b) With the exception of the collateralization of a
loan from Boatmen's Bank expected to be incurred incidental to the acquisition
of HOME FEDERAL SAVINGS AND LOAN ASSOCIATION, Jonesboro, Arkansas, impose, or
suffer the imposition, on any share of capital stock held by it or by any of
its Subsidiaries of any lien, charge, or encumbrance, or permit any such lien,
charge, or encumbrance to exist; or

(c) (i) Repurchase, redeem, or otherwise acquire or
exchange, directly or indirectly, any shares of its capital stock or other
equity securities or any securities or instruments convertible into any shares
of its capital stock, or any rights

REORGANIZATION AGREEMENT - PAGE 63
<PAGE> 143

or options to acquire any shares of its capital stock or other equity
securities except as expressly permitted by this Reorganization Agreement or
the Plan of Merger; or (ii) split or otherwise subdivide its capital stock; or
(iii) recapitalize in any way; or (iv) declare a stock dividend on the CBI
Common Stock; or (v) with the exception of its regular cash dividend of
Eighteen Cents ($.18) per share per quarter, increasing to Nineteen Cents
($.19) cents per share per quarter beginning in the third quarter of 1995, the
declaration dates of which shall be consistent with past practice, pay or
declare any cash dividends or make or declare any other type of distribution on
the CBI Common Stock except as expressly permitted in Section 8.2(i) of this
Reorganization Agreement or the Plan of Merger; or

(d) Except as expressly permitted by this
Reorganization Agreement, acquire direct or indirect control over any
corporation, association, firm, organization or other entity, other than in
connection with (i) mergers, acquisitions, or other transactions approved in
writing by UPC, (ii) internal reorganizations or consolidations involving
existing Subsidiaries, (iii) foreclosures in the ordinary course of business
and not knowingly exposing it to liability by reason of Hazardous Substances,
(iv) acquisitions of control in its fiduciary capacity, or (v) the creation of
new subsidiaries organized to conduct or continue activities otherwise
permitted by this Reorganization Agreement; or

(e) Except as expressly permitted by this
Reorganization Agreement or the Plan of Merger, to (i) issue, sell, agree to
sell, or otherwise dispose of or otherwise permit to become outstanding any
additional shares of CBI Common Stock, or any other capital stock of CBI or of
any CBI Subsidiary, or any stock appreciation rights, or any option, warrant,
conversion, call, scrip, or other right to acquire any such stock, or any
security convertible into any such stock, unless any such shares of such stock
should be directly sold or otherwise directly transferred to CBI or any CBI
Subsidiary, or (ii) sell, agree to sell, or otherwise dispose of any
substantial part of the assets or earning power of CBI or of any CBI
Subsidiary; or (iii) sell, agree to sell, or otherwise dispose of any asset of
CBI or any CBI Subsidiary other than in the ordinary course of business for
reasonable and adequate consideration; or (iv) buy, agree to buy or otherwise
acquire a substantial part of the assets or earning power of any other Person
or entity; or

(f) Incur, or permit any CBI Subsidiary to incur,
any additional debt obligation or other obligation for borrowed money other
than (i) in replacement of existing short-term debt with other short-term debt
of an equal or lesser amount, (ii) financing of banking related activities
consistent with past practices, or (iii) indebtedness of CBI or any CBI
Subsidiary to

REORGANIZATION AGREEMENT - PAGE 64
<PAGE> 144

any CBI Subsidiary in excess of an aggregate of $100,000 (for CBI and its
Subsidiaries on a consolidated basis) except for a loan to CBI by a CBI
Subsidiary with respect to the headquarters building of CBI and except in the
ordinary course of the business of CBI or such CBI Subsidiary consistent with
past practices (and such ordinary course of business shall include, but shall
not be limited to, creation of deposit liabilities, entry into repurchase
agreements or reverse repurchase agreements, purchases or sales of federal
funds, Federal Reserve advances, and sales of certificates of deposit); or

(g) Grant any increase in compensation or benefits
to any of its employees or officers, except in accordance with past practices
or as required by law; pay any bonus except in accordance with past practices;
enter into any severance agreements with any of its officers or employees;
grant any material increase in fees or other increases in compensation or other
benefits to any director of CBI or of any CBI Subsidiary; or effect any change
in retirement benefits for any class of its employees or officers, unless such
change shall be required by applicable law; or

(h) Amend any existing employment contract between
it and any person having a salary thereunder in excess of $30,000 per year
(unless such amendment shall be required by law) to increase the compensation
or benefits payable thereunder; or to enter into any new employment contract
with any person having an annual salary thereunder in excess of $30,000 which
CBI or the applicable CBI Subsidiary (or their respective successors) shall not
have the unconditional right to terminate without liability (other than
liability for services already rendered) at any time on or after the Effective
Time of the Merger; or

(i) Adopt any new employee benefit plan or terminate
or make any material change in or to any existing employee benefit plan other
than any change that shall be required by law or that, in the opinion of
counsel, shall be necessary or advisable to maintain the tax-qualified status
of any such plan; or

(j) Enter into any new service contract, purchase or
sale agreement or lease agreement which is material to CBI or to any CBI
Subsidiary; or

(k) Make any material capital expenditure except for
ordinary purchases, repairs, renewals or replacements; or

(l) Enter into any material transaction other than
in the ordinary course of business; or

REORGANIZATION AGREEMENT - PAGE 65
<PAGE> 145

(m) Grant or commit to grant any new extension of
credit to any officer, director or holder of 2% or more of the outstanding CBI
Common Stock, or to any officer or director of a CBI Subsidiary, or to any
corporation, partnership, trust or other entity controlled by any such person,
if such extension of credit, together with all other credits then outstanding
to the same borrower and all affiliated persons of such borrower, would exceed
$1,000,000, or amend in any material respect the terms of any such credit
outstanding on the date hereof.

7.4 Certain Actions. (a) Except to the extent
necessary to consummate the transactions specifically contemplated by this
Reorganization Agreement, CBI and the CBI Financial Subsidiaries shall not, and
shall use their respective best efforts to ensure that their respective
directors, officers, employees, and advisors do not, directly or indirectly,
institute, solicit or knowingly encourage (including by way of furnishing any
information not legally required to be furnished) any inquiry, discussion, or
proposal, or participate in any discussions or negotiations with, or provide
any confidential or non-public information to, any corporation, partnership,
person or other entity or group (other than to UPC or any UPC Subsidiary)
concerning any "Acquisition Proposal" (as defined below), except for actions
reasonably considered by the Board of Directors of CBI, based upon the advice
of outside counsel, to be required in order to fulfill its fiduciary
obligations. CBI shall notify UPC immediately if any Acquisition Proposal
shall have been, or should hereafter be received by CBI or by any of the CBI
Financial Subsidiaries, such notice to contain, at a minimum, the identity of
such persons, and, subject to disclosure being consistent with the fiduciary
obligations of CBI's (or, if applicable, any CBI Financial Subsidiary's) Board
of Directors, a copy of any written inquiry, the terms of any proposal or
inquiry, any information requested or discussions sought to be initiated, and
the status of any requests, negotiations or expressions of interest. For
purposes of this Section, "Acquisition Proposal" means any tender offer,
agreement, understanding or other proposal of any nature pursuant to which any
corporation, partnership, person or other entity or group, other than UPC or
any UPC Subsidiary, would directly or indirectly (i) acquire or participate in
a merger, share exchange, consolidation or any other business combination
involving CBI or any of the CBI Financial Subsidiaries; (ii) acquire the right
to vote ten percent (10%) or more of the CBI Common Stock or any CBI Financial
Subsidiary's Common Stock; (iii) acquire a significant portion of the assets or
earning power of CBI or of any CBI Financial Subsidiary; or (iv) acquire in
excess of ten percent (10%) of the outstanding CBI Common Stock or any CBI
Financial Subsidiary's Common Stock.

REORGANIZATION AGREEMENT - PAGE 66
<PAGE> 146

(b) As a condition of, and as an inducement to UPC's entering into
this Reorganization Agreement, CBI and each of the CBI Financial Subsidiaries
covenant, acknowledge, and agree that it shall be a specific, absolute, and
unconditionally binding condition precedent to either CBI's or any of the CBI
Financial Subsidiaries' entering into a letter of intent, agreement in
principle, or definitive agreement (whether or not considered binding,
non-binding, conditional or unconditional) with any third-party with respect to
an Acquisition Proposal, or supporting or indicating an intent to support an
Acquisition Proposal other than this Reorganization Agreement and the
transactions contemplated in this Reorganization Agreement, regardless of
whether CBI or the CBI Financial Subsidiaries have otherwise complied with the
provisions of Section 7.4(a) hereof, that CBI or such third-party which is a
party to the Acquisition Proposal shall have paid to UPC the sum of Six Million
Dollars ($6,000,000), which sum represents the (i) direct costs and expenses
(including, but not limited to, fees and expenses incurred by UPC's financial
or other consultants, printing costs, investment bankers, accountants, and
counsel) incurred by or on behalf of UPC in negotiating and undertaking to
carry out the transactions contemplated by this Reorganization Agreement and
(ii) indirect costs and expenses of UPC in connection with the transactions
contemplated by this Reorganization Agreement, including UPC's management time
devoted to negotiation and preparation for the transactions contemplated by
this Reorganization Agreement and (iii) UPC's loss as a result of the
transactions contemplated by this Reorganization Agreement not being
consummated. Accordingly, CBI and the CBI Financial Subsidiaries hereby
jointly and severally stipulate and covenant that prior to CBI's or any one or
more of the CBI Financial Subsidiaries' entering into a letter of intent,
agreement in principle, or definitive agreement, (whether binding or
non-binding, conditional or unconditional) with any third-party with respect to
an Acquisition Proposal or supporting or indicating an intent to support an
Acquisition Proposal, either CBI or such third- party shall have paid to UPC
the amount set forth above in immediately available funds to satisfy the
specific, absolute, and unconditionally binding condition precedent imposed by
this Section 7.4. UPC and INTERIM each acknowledges that under no
circumstances shall any officer or director of CBI or the CBI Financial
Subsidiaries (unless such officer or director shall have an interest in a
potential acquiring party in an Acquisition Proposal) be held liable to any of
them for any amount of the foregoing payment. On payment of such amount to
UPC, neither UPC nor INTERIM shall have any cause of action or claim (either in
law or equity) whatsoever against CBI or any of the CBI Financial
Subsidiaries, or against any officer or director of CBI or the CBI Financial
Subsidiaries, or the third party, with respect to or in connection with such
Acquisition Proposal, this Reorganization Agreement or the Plan of Merger.

REORGANIZATION AGREEMENT - PAGE 67
<PAGE> 147

The requirements, conditions, and obligations imposed by this Section
7.4 shall continue in effect from the date of this Reorganization Agreement
until April 30, 1996, unless or until the earlier of any of the following
events shall occur, in which event, thereafter neither CBI, the CBI Financial
Subsidiaries nor any third party that is involved in an Acquisition Proposal
shall be obligated to pay the amount required by this Section 7.4 as a
condition precedent to such transaction:

(1) This Reorganization Agreement shall have been terminated (i)
by mutual consent of the Parties pursuant to Section 9.1(a) of
this Reorganization Agreement; (ii) by UPC, INTERIM or CBI
pursuant to Section 9.1(c) of this Reorganization Agreement;
(iii) by CBI pursuant to Section 9.1(d) of this Reorganization
Agreement; (iv) by CBI pursuant to Section 9.1(g) of this
Reorganization Agreement; (v) by UPC or CBI pursuant to
Section 9.1(j) of this Reorganization Agreement; (vi) by CBI
pursuant to Section 9.1(k) or (vii) by UPC or CBI pursuant to
Section 9.1(e) of this Reorganization Agreement, and in the
case of termination pursuant to Section 9.1(e), only on the
basis of the failure to satisfy the conditions enumerated in
subparagraph (2) below; or

(2) In the event the Merger should not be consummated as a result
of the failure to satisfy any of the following conditions:

(i) Noncompliance by UPC or INTERIM with their
respective obligations as required by the provisions
of Section 8.1(a) of this Reorganization Agreement;

(ii) Material inaccuracy (without waiver thereof)
of representations and warranties of UPC as
contemplated by the provisions of Section 8.1(b) of
this Reorganization Agreement;

(iii) The failure by UPC or INTERIM to effect all
corporate action necessary on their respective parts
as required by the provisions of Section 8.1(c)(i) of
this Reorganization Agreement;

(iv) The occurrence of material legal proceedings
as contemplated by the provisions of Section 8.3(a)
of this Reorganization Agreement;

(v) The failure to receive the requisite
approvals as required by the provisions of Section
8.3(b) of this Reorganization Agreement other than

REORGANIZATION AGREEMENT - PAGE 68
<PAGE> 148

any such failure arising out of any action or
inaction on the part of CBI or of any CBI Financial
Subsidiary;

(vi) The failure on the part of counsel to UPC to
deliver the requisite opinion required by the
provisions of Section 8.1(e) of this Reorganization
Agreement; or

(vii) UPC shall have determined not to consummate
the Merger pursuant to Sections 8.2(d), 8.2(f),
8.2(i), or 8.2(k).

(viii) The failure by UPC to deliver to CBI and the
CBI Financial Subsidiaries the certificates
contemplated by Section 8.3 of this Reorganization
Agreement.

ARTICLE 8

CONDITIONS TO CLOSING

8.1 Conditions to the Obligations of CBI. Unless waived
in writing by CBI, the obligation of CBI to consummate the transactions
contemplated by this Reorganization Agreement is subject to the satisfaction at
or prior to the Closing Date of the following conditions:

(a) Performance. Each of the material acts and
undertakings of UPC and INTERIM to be performed at or prior to the Closing Date
pursuant to this Reorganization Agreement shall have been duly performed;

(b) Representations and Warranties. The
representations and warranties of UPC and INTERIM contained in Article 4 of
this Reorganization Agreement shall be true and complete, in all material
respects, on and as of the Effective Time of the Merger with the same effect as
though made on and as of the Effective Time of the Merger;

(c) Documents. In addition to the other
deliveries of UPC or INTERIM described elsewhere in this Reorganization
Agreement, CBI shall have received the following documents and instruments:

(i) a certificate signed by the
Secretary or an Assistant Secretary of UPC and INTERIM dated as of the
Closing Date certifying that:

REORGANIZATION AGREEMENT - PAGE 69
<PAGE> 149

(A) UPC's and INTERIM's respective
Boards of Directors have duly adopted resolutions (copies of
which shall be attached to such certificate) approving the
substantive terms of this Reorganization Agreement (including
the Plan of Merger) and authorizing the consummation of the
transactions contemplated by this Reorganization Agreement and
certifying that such resolutions have not been amended or
modified and remain in full force and effect;

(B) each person executing this
Reorganization Agreement on behalf of UPC or INTERIM is an
officer of UPC or INTERIM, as the case may be, holding the
office or offices specified therein, with full power and
authority to execute this Reorganization Agreement and any and
all other documents in connection with the Merger, and that
the signature of each person set forth on such certificate is
his or her genuine signature;

(D) UPC and INTERIM are in good
standing under their respective corporate charters; and

(ii) a certificate signed respectively by
duly authorized officers of UPC and INTERIM stating that the
conditions set forth in Section 8.1(a) and Section 8.1(b) of this
Reorganization Agreement have been fulfilled;

(d) Consideration. CBI shall have received a
certificate executed by an authorized officer of the Exchange Agent to the
effect that the Exchange Agent has received and holds in its possession proper
authorization to issue certificates representing and evidencing shares of UPC
Common Stock and cash or other good funds sufficient to meet the obligation of
UPC to deliver to the CBI Record Holders the Consideration under this
Reorganization Agreement and the Plan of Merger; and

(e) Opinion of UPC's and INTERIM's Counsel. CBI
shall have been furnished with an opinion of counsel to UPC and INTERIM, dated
as of the Closing Date, addressed to and in form and substance satisfactory to
CBI, to the effect that:

(i) UPC is a Tennessee corporation duly
organized, validly existing, and in good standing under the laws of
the State of Tennessee and INTERIM is a Tennessee

REORGANIZATION AGREEMENT - PAGE 70
<PAGE> 150

corporation duly organized, validly existing, and in good standing
under the laws of the State of Tennessee;

(ii) this Reorganization Agreement has
been duly and validly authorized, executed and delivered by UPC, and
INTERIM and (assuming this Reorganization Agreement is a binding
obligation of CBI) constitutes a valid and binding obligation of UPC
and INTERIM enforceable in accordance with its terms, subject as to
enforceability to applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors'
rights generally and subject to the application of equitable
principles and judicial discretion;

(iii) neither the execution and delivery by
UPC or INTERIM of this Reorganization Agreement nor any of the
documents to be executed and delivered by UPC or INTERIM in connection
herewith violates or conflicts with UPC's, or INTERIM's corporate
charters or bylaws or, to the best of the knowledge, information and
belief (without making special inquiry) of such counsel, any material
contracts, agreements or other commitments of UPC or INTERIM; and

(iv) to the knowledge of such counsel
after due inquiry, no consent or approval by any Governmental
Authority which has not already been obtained is required for
execution and delivery by UPC and INTERIM of this Reorganization
Agreement or any of the documents to be executed and delivered by UPC
or INTERIM in connection herewith.

Such opinion may (i) expressly rely as to matters of fact upon certificates
furnished by appropriate officers of UPC or INTERIM or appropriate government
officials; (ii) in the case of matters of law governed by the laws of the
states in which they are not licensed, reasonably rely upon the opinions of
legal counsel duly licensed in such other states and may be limited, in any
event, to Federal Law and the law of the State of Tennessee; and (iii)
incorporate, be guided by, and be interpreted in accordance with, the Legal
Opinion Accord of the ABA Section of Business Law (1991).

(f) Destruction of Property. Between the date of
this Reorganization Agreement and the Closing Date, there shall have been no
damage to, or destruction of, any real property, improvements or personal
property of UPC or of any UPC Subsidiary which materially reduces the market
value of such property, and no zoning or other order, limitation or restriction
imposed against the same that might have a material adverse impact upon the
operations, business or prospects of UPC or any UPC Subsidiary; provided,
however, that the availability of insurance

REORGANIZATION AGREEMENT - PAGE 71
<PAGE> 151

coverage shall be taken into account in determining whether there shall have
been such a material adverse impact or material reduction in market value. In
the event of such damage, destruction, order, limitation or restriction, UPC
and INTERIM may elect either (i) to close the contemplated transactions in
accordance with the terms of this Reorganization Agreement or (ii) to terminate
this Reorganization Agreement without penalty;

(g) Inspections Permitted. Between the date of
this Reorganization Agreement and the Closing Date, UPC and each UPC Subsidiary
shall have afforded CBI and its authorized agents and representatives
reasonable access during normal business hours to the properties, operations,
books, records, contracts, documents, loan files and other information of or
relating to UPC and each UPC Subsidiary. UPC and each UPC Subsidiary shall
have caused all UPC or any such UPC Subsidiary personnel to provide reasonable
assistance to CBI in its investigation of matters relating to UPC and any UPC
Subsidiary;

(h) No Material Adverse Change. No material
adverse change in the business, property, assets (including loan portfolios),
liabilities (whether absolute, contingent or otherwise), prospects, operations,
liquidity, income, or condition (financial or otherwise) of UPC or of any UPC
Subsidiary shall have occurred since the date of this Reorganization Agreement.
In the event of such a material adverse change with respect to UPC or any UPC
Subsidiary, UPC may elect either (i) to close the contemplated transactions in
accordance with the terms of this Reorganization Agreement or (ii) to terminate
this Reorganization Agreement without penalty;

(i) Fairness Opinion. CBI shall have received a
"fairness opinion" from its independent financial adviser to the effect that,
in the opinion of such adviser, the Consideration to be received by the CBI
Record Holders incidental to the Merger is fair to them from a financial point
of view and such fairness opinion shall not have been withdrawn prior to the
Closing Date; and

(j) Tax Opinion. CBI shall have received a
written opinion from its legal counsel, Messrs. Peper, Martin, Jensen, Maichel
and Hetlage to the effect that, in the opinion of such legal counsel, the
transactions contemplated by this Reorganization Agreement and the Plan of
Merger will constitute one or more tax-free reorganizations under IRC Section
368 and that the CBI Record Holders will not recognize any gain or loss to the
extent that such CBI Record Holders shall exchange shares of CBI Common Stock
for shares of UPC Common Stock (other than any fractional share of UPC Common
Stock which shall remain after aggregating all shares of UPC Common Stock to
which each CBI Record shall be entitled to receive in the Merger) contemplated

REORGANIZATION AGREEMENT - PAGE 72
<PAGE> 152

by this Reorganization Agreement assuming that the shares of CBI Common Stock
so exchanged by such CBI Record Holders shall be held by them as capital assets
at the Effective Time of the Merger; (b) that the basis of the UPC Common Stock
received will be the same as the basis of the CBI Common Stock exchanged
therefor; and (c) that the holding period of the UPC Common Stock received will
include the holding period of the CBI Common Stock surrendered in the exchange.

8.2 Conditions to Obligations of UPC and INTERIM. Unless
waived in writing by UPC, the obligation of UPC and INTERIM to consummate the
transactions contemplated by this Reorganization Agreement is subject to the
satisfaction at or prior to the Closing Date of the following conditions:

(a) Performance. Each of the material acts and
undertakings of CBI and of each CBI Subsidiary to be performed at or before the
Closing Date pursuant to this Reorganization Agreement shall have been duly
performed;

(b) Representations and Warranties. The
representations and warranties of CBI and of each CBI Subsidiary contained in
Article 5 of this Reorganization Agreement shall be true and correct, in all
material respects, on and as of the Closing Date with the same effect as though
made on and as of the Closing Date;

(c) Documents. In addition to the documents
described elsewhere in this Reorganization Agreement, UPC shall have received
the following documents and instruments:

(i) a certificate signed by the
Secretary or Cashier or by an Assistant Secretary or Assistant Cashier
of CBI and each CBI Subsidiary dated as of the Closing Date certifying
that:

(A) CBI's Board of Directors and
shareholders have duly adopted resolutions (copies of which
shall be attached to such certificate) approving the
substantive terms of this Reorganization Agreement (including
the Plan of Merger) and authorizing the consummation of the
transactions contemplated by this Reorganization Agreement and
certifying that such resolutions have not been amended or
modified and remain in full force and effect;

(B) each person executing this
Reorganization Agreement on behalf of CBI is an officer of CBI
holding the office or offices specified therein, with full
power and authority to execute and deliver this Reorganization
Agreement and any and all other

REORGANIZATION AGREEMENT - PAGE 73
<PAGE> 153

documents in connection with the Merger, and that the signature of
each person set forth on such certificate is his or her genuine
signature;

(C) the charter documents of CBI
and of each CBI Subsidiary attached to such certificate remain
in full force and effect; and

(D) CBI and all CBI Subsidiaries
are in good standing under their respective corporate
charters; and

(ii) a certificate signed by the
respective President, Chief Executive Officer or an Executive Vice
President of each of CBI and each CBI Subsidiary stating that the
conditions set forth in Section 8.2(a), Section 8.2(b) and 8.2(f) of
this Reorganization Agreement, as to each of them, have been
satisfied;

(d) Destruction of Property. Between the date of
this Reorganization Agreement and the Closing Date, there shall have been no
damage to or destruction of any real property, improvements or personal
property of CBI or of any CBI Subsidiary which materially reduces the market
value of such property, and no zoning or other order, limitation or restriction
imposed against the same that might have a material adverse impact upon the
operations, business or prospects of CBI or any CBI Subsidiary; provided,
however, that the availability of insurance coverage shall be taken into
account in determining whether there shall have been such a material adverse
impact or material reduction in market value. In the event of such damage,
destruction, order, limitation or restriction, UPC and INTERIM may elect either
(i) to close the contemplated transactions in accordance with the terms of this
Reorganization Agreement or (ii) to terminate this Reorganization Agreement
without penalty;

(e) Inspections Permitted. Between the date of
this Reorganization Agreement and the Closing Date, CBI and each CBI Subsidiary
shall have afforded UPC and its authorized agents and representatives
reasonable access during normal business hours to the properties, operations,
books, records, contracts, documents, loan files and other information of or
relating to CBI and each CBI Subsidiary. CBI and each CBI Subsidiary shall
have caused all CBI or any such CBI Subsidiary personnel to provide reasonable
assistance to UPC in its investigation of matters relating to CBI and any CBI
Subsidiary;

(f) No Material Adverse Change. No material
adverse change in the business, property, assets (including loan portfolios),
liabilities (whether absolute, contingent or otherwise), prospects, operations,
liquidity, income, or

REORGANIZATION AGREEMENT - PAGE 74
<PAGE> 154

condition (financial or otherwise) of CBI or of any CBI Subsidiary shall have
occurred since the date of this Reorganization Agreement. In the event of such
a material adverse change with respect to CBI or any CBI Subsidiary, UPC may
elect either (i) to close the contemplated transactions in accordance with the
terms of this Reorganization Agreement or (ii) to terminate this Reorganization
Agreement without penalty;

(g) Opinion of CBI's Counsel. UPC shall have
been furnished with an opinion of legal counsel to CBI and the CBI
Subsidiaries, dated the Closing Date, addressed to UPC and in form and
substance satisfactory to UPC, to the effect that:

(i) CBI is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Missouri;

(ii) each CBI Subsidiary is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation;

(iii) this Reorganization Agreement has
been duly and validly authorized, executed and delivered by CBI and
by each CBI Financial Subsidiary and (assuming that this Reorganization
Agreement is a binding obligation of UPC and INTERIM and the Plan of
Merger is a binding obligation of UPC and INTERIM) constitutes a valid
and binding obligation of CBI, enforceable in accordance with its
terms, subject as to enforceability to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and to the application of
equitable principles and judicial discretion; and

(iv) to the knowledge of such counsel
after due inquiry, no consent or approval, which has not already been
obtained, by any governmental authority is required for execution and
delivery by CBI or any CBI Subsidiary of this Reorganization Agreement
or any of the documents to be executed and delivered by CBI and any
CBI Subsidiary in connection herewith and the consummation of the
Merger and ancillary transactions described in the Reorganization
Agreement.

Such opinion may (i) expressly rely as to matters of fact upon certificates
furnished by appropriate officers of CBI or of any CBI Subsidiary or
appropriate government officials; (ii) in the case of matters of law governed
by the laws of the states in which they are not licensed, reasonably rely upon
the opinions of legal counsel duly licensed in such states and may be limited,
in any event, to Federal Law and to the law of the State of

REORGANIZATION AGREEMENT - PAGE 75
<PAGE> 155

Missouri; and (iii) incorporate, be guided by and be interpreted in accordance
with, the Legal Opinion Accord of the ABA Section of Business Law (1991);

(h) Other Business Combinations, Etc. Except as
otherwise provided in this Reorganization Agreement, neither CBI nor any CBI
Subsidiary shall have entered into any agreement, letter of intent,
understanding or other arrangement pursuant to which CBI or any CBI Subsidiary
would merge; consolidate with; effect a business combination with; sell any
substantial part of CBI's or any CBI Subsidiary's assets; acquire a significant
part of the shares or assets of any other Person or entity (financial or
otherwise); adopt any "poison pill" or other type of anti- takeover
arrangement, any shareholder rights provision, any "golden parachute" or
similar program which would have the effect of materially decreasing the value
of CBI or of any CBI Subsidiary or the benefits of acquiring the CBI Common
Stock;

(i) Maintenance of Certain Covenants, Etc. At
the time of Closing, (i) the total consolidated assets of CBI and Subsidiaries
shall be not less than $970,000,000; (ii) the total consolidated stockholders'
equity of CBI shall have been not less than $74,440,000 at December 31, 1994,
and shall have increased since that date through earnings growth less any
dividends which shall have been declared as permitted hereunder; (iii) the
tangible equity capital of CBI shall be not less than its reported level as of
December 31, 1994, and shall have increased since that time through earnings
growth less any dividends which shall have been declared as permitted
hereunder; (iv) neither CBI nor any CBI Subsidiary shall have issued or
repurchased from the date hereof any additional equity or debt securities, or
any rights to purchase or repurchase such securities, except as set forth in
this Reorganization Agreement (such that there shall be not more than 3,067,268
shares of CBI Common Stock validly issued and outstanding at the Effective Time
of the Merger other than those additional shares which shall have been issued
by CBI subsequent to December 31, 1994, incidental to the exercise of stock
options, warrants and similar rights to acquire CBI Common Stock which were
issued and outstanding on that date and which have been disclosed to UPC in
this Reorganization Agreement and other than shares of CBI Common Stock which
shall have been issued incidental to conversion of the CBI Convertible Notes);
(v) from December 31, 1994, there shall have been no extraordinary sale of
assets, nor any material investment portfolio restructuring by either CBI or
any CBI Subsidiary; (vi) neither CBI nor any CBI Subsidiary shall have issued
or granted since December 31, 1994, through the Closing Date any CBI Stock
Options; (vii) from the date hereof, except as permitted in Section 7.3(c)(v)
of this Reorganization Agreement, CBI shall not have declared or paid any cash
dividends or other distributions prior to Closing; and (viii) the Merger shall
qualify as one or

REORGANIZATION AGREEMENT - PAGE 76
<PAGE> 156

more tax-free reorganizations under Section 368 of the IRC of 1986, as amended.
The financial criteria and calculations set forth above shall be determined in
accordance with GAAP assuming that CBI and each CBI Subsidiary shall have been
operated consistently in the normal course of their respective businesses;
provided, however, that the effects of any balance sheet expansion through
abnormal, unusual, nonrecurring or out-of-the-ordinary borrowings or by the
realization of extraordinary or nonrecurring gains otherwise than in the
ordinary course of business or other income from the disposition of assets or
liabilities or through similar transactions shall be eliminated from the
calculations;

(j) Non-Compete Agreements. Each member of the Board of
Directors of CBI, other than Van H. Puls and P. Anthony Novelly, should he
become a director, shall have entered into a non-compete agreement with UPC,
CBI and each CBI Financial Subsidiary substantially in the form of UPC's
standard form of non-compete agreement, a copy which is annexed hereto as
Exhibit 8.2(j), providing for a term of two (2) years from Closing and covering
those Counties in the State of Missouri (and, if applicable, Arkansas) in which
CBI and the CBI Financial Subsidiaries shall maintain their banking offices,
including branches, on the Closing Date as well as those Counties which are
contiguous to those counties in which they operate banking offices or branches;
and such Board Member shall not be involved in any way with the formation or
organization of a new financial institution which would maintain banking
offices in any of such counties;

(k) Tax Opinion. UPC shall have received a written
opinion from counsel to the effect that the transactions contemplated by this
Reorganization Agreement and the Plan of Merger will constitute one or more
tax-free reorganizations under Section 368 of the IRC and that neither UPC,
INTERIM nor CBI will recognize any gain or loss for federal income tax purposes
as a result of the consummation of the transactions contemplated by the
Reorganization Agreement;

(l) Receipt of Affiliate Letters. UPC shall have
received a written commitment in form and substance satisfactory to UPC and its
counsel (an "Affiliate Letter") from each CBI Record Holder who would be deemed
under the Securities Laws to be an Affiliate of CBI at the time of Closing and
who shall accept shares of UPC Common Stock as Consideration for the
cancellation, exchange and conversion of his or her shares of CBI Common Stock
pursuant to the terms and conditions of this Reorganization Agreement,
committing to UPC that such CBI Record Holder shall not pledge, assign, sell,
transfer, otherwise alienate or take any action which would eliminate or
diminish the risk of owning or holding the shares of UPC Common Stock to be
received by such

REORGANIZATION AGREEMENT - PAGE 77
<PAGE> 157

CBI Record Holder upon consummation of the Merger nor enter into any formal or
informal agreement to pledge, assign, sell, transfer, or otherwise alienate
his right, title and interests in any of the shares of UPC Common Stock to be
delivered by UPC to such CBI Record Holder pursuant to the terms and conditions
of this Reorganization Agreement if such disposition of, commitment to dispose
of, or reduction of the risk of ownership of the shares of UPC Common Stock to
be received in the Merger (collectively, a "Disposition"):

(i) would require the Merger and other transactions
contemplated by the Reorganization Agreement to be accounted for under
the "purchase" method of accounting rather than under the "pooling-of-
interests" method of accounting; or

(ii) would constitute a sale or other disposition of
such shares of UPC Common Stock in violation of the Securities Laws;
or

(iii) would adversely affect the ability of the
Parties to treat the Merger and other transactions contemplated in the
Reorganization Agreement as one or more tax-free "reorganizations" in
the sense of Section 368 of the IRC such that the tax-free status of
the transactions might be jeopardized for federal income tax purposes.

Accordingly, no Affiliate shall effect a Disposition prior to the date on which
UPC shall have released to the public the financial results of the combined
operations of UPC and CBI for a period of not less than 30 days duration in
order to satisfy the requirements of clause (i). In addition, no Affiliate
shall effect a Disposition otherwise than by compliance with SEC Rules 144 or
145 or in a transaction which, in the opinion of counsel satisfactory to UPC,
shall be exempt from the registration requirements of the 1933 Act in order to
satisfy the requirements of clause (ii) above. Moreover, each Affiliate shall
represent and warrant to UPC that as of the Closing Date such Affiliate has no
present intention of disposing of any amount in excess of 45% of the shares of
UPC Common Stock to be received by such Affiliate as Consideration for the CBI
Common Stock surrendered in the transaction and shall undertake to make no
disposition of any of the remaining 55% of the UPC Common Stock received by
such Affiliate for a period of not less than 24 months (or, with the approval
of UPC, such shorter period as may be justified by material events, occurrences
or changes in circumstances which were not reasonably foreseeable or foreseen
on the Closing Date)in order to protect the ability of the Parties to treat the
Merger and other transactions contemplated in the Reorganization Agreement as
one or more tax-free "reorganizations" in the sense of Section 368 of the IRC;
and

REORGANIZATION AGREEMENT - PAGE 78
<PAGE> 158

(m) Fairness Opinion. UPC shall have received a
"fairness opinion" from its independent financial adviser to the effect that,
in the opinion of such adviser, the Consideration to be received by the CBI
Record Holders in exchange for their shares of CBI Common Stock pursuant to the
terms and conditions of this Reorganization agreement is fair to the
shareholders of UPC from a financial point of view; such fairness opinion shall
not have been withdrawn prior to the Closing Date; and UPC shall have received
an updated "fairness opinion" letter from such advisers dated within five days
of the Closing Date confirming that, in the opinion of such adviser, such
Consideration to be received by the CBI Record Holders continues to be fair to
the UPC Shareholders from a financial point of view.

(n) Pooling of Interests Accounting Treatment. UPC shall
have received (i) from Price Waterhouse or other independent accountants
satisfactory to UPC, a letter dated within five days prior to the Closing Date,
in form and substance acceptable to UPC, stating the accountants' opinion that,
based upon the information furnished to them, the Reorganization and Merger
should be accounted for by UPC as a "pooling of interests" for financial
statement purposes and that such accounting treatment is in accordance with
generally accepted accounting principles and (ii) from CBI's regularly retained
independent accountants or other accountants acceptable to UPC, a letter dated
within five days prior to the Closing Date stating that, upon a review of the
books and records of CBI, such accountants are aware of no reason why the
business combination described in this Reorganization Agreement to which CBI is
a Party should not be accounted for as a "pooling of interests" under generally
accepted accounting principles.

8.3 Conditions to Obligations of All Parties. The
obligation of each Party to effect the transactions contemplated hereby shall
be subject to the fulfillment, at or prior to the Closing, of the following
conditions:

(a) No Pending or Threatened Claims. That no
claim, action, suit, investigation or other proceeding shall be pending or
threatened before any court or governmental agency which presents a substantial
risk of the restraint or prohibition of the transactions contemplated by this
Reorganization Agreement or the obtaining of material damages or other relief
in connection therewith; and

(b) Government Approvals and Acquiescence
Obtained. The Parties hereto shall have received all applicable Government
Approvals for the consummation of the transactions contemplated herein and all
waiting periods incidental to such approvals or notices given shall have
expired; and

REORGANIZATION AGREEMENT - PAGE 79
<PAGE> 159

(c) Shareholder Approval. The shareholders of
CBI shall have approved the Merger in accordance with the Missouri Code; and

(d) Registration Statement. UPC's Registration
Statement to be filed with the SEC shall have been declared effective by the
SEC and shall not be subject to a stop order issued by the SEC and, should the
offer and sale of the UPC Common Stock incidental to the Merger described in
this Reorganization Agreement be subject to the Blue Sky Laws of any state,
shall not be subject to any stop order of any state securities commission.

ARTICLE 9

TERMINATION

9.1 Termination. This Reorganization Agreement and the
Plan of Merger may be terminated at any time prior to the Closing, as follows:

(a) By mutual consent in writing of the Parties;

(b) By UPC or INTERIM, should CBI or any CBI
Subsidiary fail to conduct its business pursuant to CBI's and such CBI
Subsidiary's Covenants made in Article 7;

(c) By UPC, INTERIM or CBI in the event the
Closing shall not have occurred by January 31, 1996 (the "Target Date"),
unless the failure of the Closing to occur shall be due to the failure of the
Party seeking to terminate this Agreement to perform its obligations hereunder
in a timely manner. If UPC shall have filed any and all applications to
obtain the requisite Government Approvals within sixty (60) days of the date
hereof, and if the Closing shall not have occurred solely because of a delay
caused by a government regulatory agency or authority in its review of the
application before it, then CBI and any CBI Subsidiary that is a party to this
Reorganization Agreement shall, upon UPC's written request, extend the Closing
Date until such time as all Government Approvals shall have been obtained and
any statutory waiting periods shall have expired; provided, however, the
Closing Date shall not be extended under the provisions of this Section 9.1(c)
beyond April 30, 1996;

(d) By either UPC, INTERIM or CBI, upon written
notice to the other Party, upon denial of any Governmental Approval necessary
for the consummation of the Merger (or should such approval be conditioned upon
a substantial deviation from the transactions contemplated); provided, however,
that either UPC or CBI may, upon written notice to the other, extend the term

REORGANIZATION AGREEMENT - PAGE 80
<PAGE> 160

of this Reorganization Agreement for only one 60-day period to prosecute
diligently and overturn such denial, provided, further, that such denial shall
have been appealed within twenty (20) business days of the receipt thereof;

(e) By UPC or INTERIM in the event the conditions
set forth in Sections 8.2 or 8.3 shall not have been satisfied in all material
respects as of the Closing Date, or by CBI if the conditions set forth in
Section 8.1 or 8.3 shall not have been satisfied in all material respects as of
the Closing Date, and such failure shall not have been waived prior to the
Closing;

(f) By UPC or INTERIM in the event that there
shall have been, in UPC's good faith opinion, a material adverse change in the
business, property, assets (including loan portfolios), liabilities (whether
absolute, accrued, contingent or otherwise), prospects, operations, liquidity,
income, condition (financial or otherwise) or net worth of CBI or any CBI
Subsidiary taken as a whole, or upon the occurrence of any event or
circumstance which may have the effect of limiting or restricting UPC's voting
power or other rights normally enjoyed by the registered holders of the CBI
Common Stock which are the subject of the instant transaction;

(g) By UPC, INTERIM or CBI in the event that
there shall have been a material breach of any obligation of the other Party
hereunder and such breach shall not have been remedied within thirty (30) days
after receipt by the breaching Party of written notice from the other Party
specifying the nature of such breach and requesting that it be remedied;

(h) By UPC or INTERIM should CBI or any CBI
Subsidiary enter into any letter of intent or agreement with a view to being
acquired by, or effecting a business combination with any other Person; or any
agreement to merge, to consolidate, to combine with or to sell a material
portion of its assets or to be acquired in any other manner by any other Person
or to acquire a material amount of assets or a material equity position in any
other Person, whether financial or otherwise;

(i) By UPC or INTERIM should CBI or any CBI
Subsidiary enter into any formal agreement, letter of understanding, memorandum
or other similar arrangement with any bank regulatory authority establishing a
formal capital plan requiring CBI or any CBI Subsidiary to raise additional
capital or to sell a substantial portion of its assets;

(j) By either Party, without penalty, during the
"due diligence review" period described in Section 2.3 of this Reorganization
Agreement in the manner provided, and on the basis set forth in said Section
2.3.

REORGANIZATION AGREEMENT - PAGE 81
<PAGE> 161

(k) By CBI in the event that there shall have
been, in CBI's good faith opinion, a material adverse change in the business,
property, assets (including loan portfolios), liabilities (whether absolute,
accrued, contingent or otherwise), prospects, operations, liquidity, income,
condition (financial or otherwise) or net worth of UPC; or

If a Party should elect to terminate this Reorganization Agreement pursuant to
subsections (b), (c), (d), (e), (f), (g), (h), (i), (j) or (k) of this Section
9.1, it shall give notice to the other Party, in writing, of its election in
the manner prescribed in Section 10.1 ("Notices") of this Reorganization
Agreement.

9.2 Effect of Termination. In the event that this
Reorganization Agreement should be terminated pursuant to Section 9.1 hereof,
all further obligations of the Parties under this Reorganization Agreement
shall terminate without further liability of any Party to another; provided,
however, that a termination under Section 9.1 hereof shall not relieve any
Party of any liability for a breach of this Reorganization Agreement or for any
misstatement or misrepresentation made hereunder prior to such termination, or
be deemed to constitute a waiver of any available remedy for any such breach,
misstatement or misrepresentation.

ARTICLE 10

GENERAL PROVISIONS

10.1 Notices. Any notice, request, demand and other
communication which either Party hereto may desire or may be required hereunder
to give shall be in writing and shall be deemed to be duly given if delivered
personally or mailed by certified or registered mail (postage prepaid, return
receipt requested), air courier or facsimile transmission, addressed or
transmitted to such other Party as follows:

If to UPC/INTERIM: Union Planters Corporation
Post Office Box 387 (for mailing)
Memphis, Tennessee 38147
7130 Goodlett Farms Parkway (for deliveries)
Memphis, Tennessee 38018
Fax: (901) 383-2877
Attn: Mr. Jackson W. Moore, President
E. James House, Jr., Esquire, Secretary

REORGANIZATION AGREEMENT - PAGE 82
<PAGE> 162

With a copy to: McDonnell Dyer, P.L.C
Post Office Box 775000 (for mailing)
Memphis, TN 38177-5000
6075 Poplar Avenue (Suite 650) (deliveries)
Memphis, TN 38119
Fax: (901) 537-1010
Attn: Marion S. Boyd, Jr.

If to CBI: Capital Bancorporation, Inc.
Post Office Box 2017 (for mailing)
Cape Girardeau, MO 63702-2017
407 N. Kingshighway (4th Floor) (deliveries)
Cape Girardeau, MO 63701
Fax: (314) 335-1085
Attn: Mr. Van H. Puls
President & Chief Executive Officer
Mr. David G. Collier, Secretary

With a copy to: Peper, Martin, Jensen, Maichel and Hetlage
720 Olive Street (24th Floor)
St. Louis, MO 63101
Fax: (314) 621-4834
Attn: John R. Short, Esq.

or to such other address as any Party hereto may hereafter designate to the
other Parties in writing. Notice shall be deemed to have been given on the
date reflected in the proof or evidence of delivery, or if none, on the date
actually received.

10.2 Assignability and Parties in Interest. This
Reorganization Agreement shall not be assignable by any of the Parties hereto;
provided, however, that UPC may assign, set over and transfer all, or any part
of its rights and obligations under this Reorganization Agreement to any one or
more of its present or future Affiliates. This Reorganization Agreement shall
inure to the benefit of, and be binding only upon the Parties hereto and their
respective successors and permitted assigns and no other Persons.

10.3 Governing Law. This Reorganization Agreement shall
be governed by, and construed and enforced in accordance with, the internal
laws, and not the laws pertaining to choice or conflicts of laws, of the State
of Tennessee, unless and to the extent that federal law controls. Any dispute
arising between the Parties in connection with the transactions which are the
subject of this Reorganization Agreement shall be heard in a court of competent
jurisdiction located in Tennessee.

10.4 Counterparts. This Reorganization Agreement may be
executed simultaneously in one or more counterparts, each of

REORGANIZATION AGREEMENT - PAGE 83
<PAGE> 163

which shall be deemed an original, but all of which shall constitute but one
and the same instrument.

10.5 Best Efforts. CBI, each CBI Subsidiary, UPC and
INTERIM each agrees to use its best efforts to complete the transactions
contemplated by this Reorganization Agreement; provided, however, that the use
of best efforts by UPC shall not obligate UPC or INTERIM to obtain or to
provide CBI or any CBI Subsidiary additional capital in an amount, to divest
any Subsidiary or branch, or to meet any other condition which may be imposed
by any Regulatory Authority as a condition to approval which UPC or INTERIM
shall deem in good faith to be unreasonable in the circumstances.

10.6 Publicity. The Parties agree that press releases and
other public announcements to be made by any of them with respect to the
transactions contemplated hereby shall be subject to mutual agreement.
Notwithstanding the foregoing, each of the Parties hereto may respond to
inquiries relating to this Reorganization Agreement and the transactions
contemplated hereby by the press, employees or customers without any notice or
further consent of the other Parties, provided, however, that the Parties shall
mutually develop in advance, responses to anticipated inquiries by the press.

10.7 Entire Agreement. This Reorganization Agreement,
together with the Plan of Merger which is Exhibit A hereto, the Schedules,
Annexes, Exhibits and certificates required to be delivered hereunder and any
amendments or addenda hereafter executed and delivered in accordance with
Section 10.9 hereof constitute the entire agreement of the Parties hereto
pertaining to the transactions contemplated hereby and supersede all prior
written and oral (and all contemporaneous oral) agreements and understandings
of the Parties hereto concerning the subject matter hereof. The Schedules,
Annexes, Exhibits and certificates attached hereto or furnished pursuant to
this Reorganization Agreement are hereby incorporated as integral parts of this
Reorganization Agreement. Except as provided herein, by specific language and
not by mere implication, this Reorganization Agreement is not intended to
confer upon any other person not a Party to this Reorganization Agreement any
rights or remedies hereunder.

10.8 Severability. If any portion or provision of this
Reorganization Agreement should be determined by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such
portion or provision shall be ineffective as to that jurisdiction to the extent
of such invalidity, illegality or unenforceability, without affecting in any
way the validity or enforceability of the remaining portions or provisions
hereof in such jurisdiction or rendering that or any

REORGANIZATION AGREEMENT - PAGE 84
<PAGE> 164

other portions or provisions of this Reorganization Agreement invalid, illegal
or unenforceable in any other jurisdiction.

10.9 Modifications, Amendments and Waivers. At any time
prior to the Closing or termination of this Reorganization Agreement, the
Parties may, solely by written agreement executed by their duly authorized
officers:

(a) extend the time for the performance of any of
the obligations or other acts of the other Party hereto;

(b) waive any inaccuracies in the representations
and warranties made by the other Party contained in this Reorganization
Agreement or in the Annexes, Schedules or Exhibits hereto or any other document
delivered pursuant to this Reorganization Agreement;

(c) waive compliance with any of the covenants or
agreements of the other Party contained in this Reorganization Agreement; and

(d) amend or add to any provision of this
Reorganization Agreement or the Plan of Merger; provided, however, that,
subject to the provisions of Section 2.5, no provision of this Reorganization
Agreement may be amended or added to except by an agreement in writing signed
by the Parties hereto or their respective successors in interest and expressly
stating that it is an amendment to this Reorganization Agreement.

10.10 Interpretation. The headings contained in this
Reorganization Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Reorganization Agreement.

10.11 Payment of Expenses. Except as set forth herein, UPC,
INTERIM and CBI shall each pay its own fees and expenses (including, without
limitation, legal fees and expenses) incurred by it in connection with the
transactions contemplated hereunder.

10.12 Finders and Brokers. Except as disclosed in Schedule
10.12, UPC, INTERIM, CBI and each CBI Subsidiary represent and warrant to each
other that they have employed no broker or finder in connection with the
transactions described in this Reorganization Agreement under an arrangement
pursuant to which a fee is, or may be due to such broker or finder as a result
of the execution of this Reorganization Agreement or the closing of the
transactions contemplated herein. This section shall survive the termination
of this Reorganization Agreement.

REORGANIZATION AGREEMENT - PAGE 85
<PAGE> 165

10.13 Equitable Remedies. The Parties hereto agree that, in
the event of a breach of this Reorganization Agreement by CBI or any CBI
Subsidiary, UPC and INTERIM will be without an adequate remedy at law by reason
of the unique nature of CBI and each CBI Subsidiary. In recognition thereof,
in addition to (and not in lieu of) any remedies at law which may be available
to UPC and INTERIM, UPC and INTERIM shall be entitled to obtain equitable
relief, including the remedies of specific performance and injunction, in the
event of a breach of this Reorganization Agreement by CBI or any CBI
Subsidiary, and no attempt on the part of UPC or INTERIM to obtain such
equitable relief shall be deemed to constitute an election of remedies by UPC
or INTERIM which would preclude UPC or INTERIM from obtaining any remedies at
law to which it would otherwise be entitled. CBI and each CBI Subsidiary
covenant that they shall not contend in any such proceeding that UPC or INTERIM
is not entitled to a decree of specific performance by reason of having an
adequate remedy at law.

10.14 Attorneys' Fees. If any Party hereto shall bring an
action at law or in equity to enforce its rights under this Reorganization
Agreement (including an action based upon a misrepresentation or the breach of
any warranty, covenant, agreement or obligation contained herein), the
prevailing Party in such action shall be entitled to recover from the other
Party its reasonable costs and expenses necessarily incurred in connection with
such action (including fees, disbursements and expenses of attorneys and costs
of investigation).

10.15 No Waiver. No failure, delay or omission of or by any
Party in exercising any right, power or remedy upon any breach or default of
any other Party shall impair any such rights, powers or remedies of the Party
not in breach or default, nor shall it be construed to be a waiver of any such
right, power or remedy, or an acquiescence in any similar breach or default;
nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver,
permit, consent or approval of any kind or character on the part of any Party
of any provisions of this Reorganization Agreement must be in writing and must
be executed by the Parties to this Reorganization Agreement and shall be
effective only to the extent specifically set forth in such writing.

10.16 Remedies Cumulative. All remedies provided in this
Reorganization Agreement, by law or otherwise, shall be cumulative and not
alternative.

IN WITNESS WHEREOF, each of the Parties hereto has duly executed and
delivered this Reorganization Agreement or has caused this Reorganization
Agreement to be executed and delivered

REORGANIZATION AGREEMENT - PAGE 86
<PAGE> 166

in its name and on its behalf by its representatives thereunto duly authorized,
all as of the date first written above.

CAPITAL BANCORPORATION, INC.

By: /s/ Van H. Puls
------------------------------------
Van H. Puls
Its: President and Chief
Executive Officer
ATTEST:

/s/ David G. Collier
- ----------------------------------
David G. Collier, Secretary

CAPITAL TRUST Dated February 4, 1994

/s/ William G. Lauber
----------------------------------------
William G. Lauber, Co-trustee