UNION PLANTERS CORP, DEF 14A, 1995-03-22

UNION PLANTERS CORP
DEF 14A, 1995-03-22
NATIONAL COMMERCIAL BANKS

Previous: UNION OIL CO OF CALIFORNIA, 424B3, 1995-03-22

Next: UJB FINANCIAL CORP /NJ/, DEFA14A, 1995-03-22

<PAGE> 1

SCHEDULE 14A INFORMATION

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

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

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

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

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

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

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

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/X/ Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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

(3) Filing Party:

(4) Date Filed:
<PAGE> 2
UNION PLANTERS
CORPORATION
(Logo)

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

APRIL 27, 1995

Dear Shareholder:

You are cordially invited to attend this year's Annual Meeting of
Shareholders of Union Planters Corporation in the Union Planters Administrative
Center, Assembly Room C, Lake Level, 7130 Goodlett Farms Parkway, Memphis,
Tennessee 38018, at 10:00 a.m. on April 27, 1995. The Annual Meeting has been
called by order of the Board of Directors for the purpose of considering and
voting upon:

1. The election of five directors;

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

3. An amendment to the Charter of the Corporation to increase the
number of shares of the Corporation's Common Stock, $5.00 par value per
share, authorized for issuance by the Corporation from 50 million to 100
million; and

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

In addition, there will be a report on current operations. Holders of the
Corporation's Common Shares at the close of business on the record date of
February 16, 1995 will be entitled to notice of, and to vote at, the Annual
Meeting.

Whether or not you plan to attend the meeting, please sign, date and
promptly return the enclosed proxy. If for any reason you desire to revoke your
proxy, you may do so at any time before the voting as described in the
accompanying proxy statement.

Very truly yours,

Benjamin W. Rawlins, Jr.
-------------------------
Benjamin W. Rawlins, Jr.
Chairman of the Board

Approximate Date of Mailing to Shareholders: March 21, 1995

<PAGE> 3

UNION PLANTERS CORPORATION
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018

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

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

This proxy statement is furnished by the Board of Directors of Union
Planters Corporation (the "Corporation") in connection with its solicitation of
the enclosed proxy, which will be used in voting at the Annual Meeting of
Shareholders of the Corporation to be held in the Union Planters Administrative
Center, Assembly Room C, Lake Level, 7130 Goodlett Farms Parkway, Memphis,
Tennessee 38018, on April 27, 1995 at 10:00 a.m. (the "Annual Meeting") or any
adjournment or adjournments thereof.

This proxy statement and the enclosed proxy are first being sent to
shareholders on or about March 21, 1995.

VOTING

Only holders of record of common stock of the Corporation (the "Common
Stock") at the close of business on February 16, 1995 are entitled to receive
notice of, and to vote at, the Annual Meeting. On that date, 40,286,251 shares
of Common Stock were issued and outstanding for purposes of the Annual Meeting.
Each share of Common Stock is entitled to one vote.

If a proxy on the accompanying form is properly executed, returned to the
Corporation and not revoked, the shares represented by such proxy will be voted
in accordance with the instructions set forth thereon. If no instructions are
given, the shares represented will be voted for the director nominees named
herein, for ratification of the selection of the independent accountants and
auditors, and for the proposed amendment to the Charter of the Corporation
increasing the number of shares of Common Stock authorized for issuance from 50
million to 100 million. The Board of Directors at present knows of no other
business to be brought before the Annual Meeting. However, persons named in the
enclosed proxy will have discretionary authority to vote on the transaction of
any other business which may properly come before the Annual Meeting and any
adjournment thereof, and will vote the proxies in accordance with
recommendations of the Board of Directors.

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

PROPOSAL 1: ELECTION OF DIRECTORS

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

At the Annual Meeting, one director is to be elected in Class I whose term
will expire at the annual meeting of shareholders to be held in 1997 and four
directors are to be elected in Class II, each of whose terms will expire at the
annual meeting of shareholders to be held in 1998. The Board of Directors has
nominated for election in Class I, M. J. Womack, and in Class II, A. M. Austin,
G. W. Bryan, C. J. Lowrance III, and M. P. Sturdivant. Mr. Womack was elected to
the Board of Directors effective April 1, 1995. All the Class II directors
currently serve on the Board. The Class III and Class I directors' terms will
expire at the annual meetings of shareholders to be held in 1996 and 1997,
respectively.

<PAGE> 4

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

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

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

2
<PAGE> 5

<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY OWNED
ON JANUARY 31, 1995(1)
----------------------------
NAME AND PRINCIPAL OCCUPATION DIRECTOR PERCENT OF
FOR PAST FIVE YEARS AGE SINCE DIRECTLY(2) INDIRECTLY(3) CLASS
- ---------------------------------------------- --- -------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C>
CLASS II: DIRECTORS AND NOMINEES
ALBERT M. AUSTIN.............................. 68 1974 11,536 3,000 *
Chairman, Cannon, Austin and Cannon, Inc. 12,658(4)(5)
(real estate). 266(6)(7)
GEORGE W. BRYAN............................... 50 1986 2,400 1,000(6)(7) *
Senior Vice President, Sara Lee
Corporation** (Meat Group Division, meat
processing and packaging).
C. J. LOWRANCE, III........................... 64 1985 25,881 12,152 *
President, Lowrance Brothers & Co., Inc.
(planter).
MIKE P. STURDIVANT............................ 67 1989 89,307 45,946 *
President, Due West Gin Co., Inc. (cotton
ginning); Investor, Chairman, Executive
(various entities).
CLASS III: DIRECTORS
JACKSON W. MOORE.............................. 46 1986 52,551 17,494 *
President of the Corporation since April 1, 91,375(4)(5) 60,670(4)(5)
1989; Chief Operating Officer of the 2,116(7)
Corporation since April 1994.
BENJAMIN W. RAWLINS, JR....................... 57 1984 258,275 15,349 *
Chairman of the Corporation's Board since 7,878(7)
April 1, 1989; CEO of the Corporation and
CEO of UPNB since 1984; President of the
Corporation from 1984 to April 1, 1989;
Chairman of UPNB since January 1986.
V. LANE RAWLINS............................... 57 1992 0 0 *
President, University of Memphis since May
1991; Vice Chancellor for Academic Affairs,
University of Alabama System, from 1986 to
May 1991.
RICHARD A. TRIPPEER, JR....................... 55 1974 235,720 155,000 1.04%
President, R.A. Trippeer, Inc. 26,624(4)(5)
(investments).
OTHER NAMED EXECUTIVE OFFICERS
JAMES A. GURLEY............................... 61 -- 33,528 374 *
Executive Vice President of the Corporation 8,162(7)
since 1990; Vice President of the
Corporation from 1980 to 1990; Executive
Vice President of UPNB since January 1981.
</TABLE>

3
<PAGE> 6

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

* Less than 1%.
** Directorships currently held with corporations (other than Union Planters
Corporation) subject to the registration or reporting requirements of the
Securities Exchange Act of 1934, or registered pursuant to the Investment
Company Act of 1940.
(1) Under applicable SEC rules, "beneficial ownership" of a security means
directly or indirectly, through any contract, relationship, arrangement,
undertaking or otherwise, having or sharing "voting power," which includes
the power to vote or to direct the voting of such security, or "investment
power," which includes the power to dispose of or direct the disposition of
such security. Unless otherwise indicated, the securities shown are held
with sole voting and investment power. More than one person may be deemed
to be a beneficial owner of the same securities, and a person may be deemed
to be a beneficial owner of securities as to which he has no beneficial
interest.
(2) Includes shares, in the amount indicated, as to which the following have the
right to exercise options to purchase within 60 days of January 31, 1995:
A.M. Austin, 5,200; J.A. Gurley, 6,400; J.W. Moore, 52,551; S.D. Overton,
3,000; J.W. Parker, 15,545; B.W. Rawlins, Jr., 99,263; M. K. Walters,
5,704; and all directors and executive officers as a group, 187,663.
(3) May include shares (a) owned as trustee; or (b) owned and traded in the name
of the spouse, minor children or other relative of the director, or (c)
owned by a corporation, partnership or other legal organization in which
the director has a substantial beneficial interest.
(4) Shared investment power.
(5) Shared voting power.
(6) No voting power.
(7) No investment power.

To the knowledge of the Corporation, no persons beneficially owned more
than 5% of the outstanding Common Stock as of the record date of February 16,
1995 as determined in accordance with the requirements of the Securities
Exchange Act of 1934 and applicable rules promulgated thereunder.

4
<PAGE> 7

THE BOARD OF DIRECTORS AND ITS COMMITTEES

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

The Directors' Audit Committee, which is currently composed of Messrs. M.E.
Bruce, R.B. Colbert, Jr., S.D. Overton, V.L. Rawlins, and R.A. Trippeer, Jr.,
held five meetings during 1994. This committee makes recommendations to the
Board with respect to the selection of independent accountants; the review and
scope of audit arrangements; the independent auditors' suggestions for
strengthening internal accounting controls; matters of concern to the Committee,
the auditors, or management relating to the Corporation's financial statements
or other results of the annual audit; the review of internal accounting
procedures and controls with the Corporation's financial and accounting staff;
the review of the activities and recommendations of the Corporation's general
auditor and compliance auditors; and the review of financial statements and
other financial information published by the Corporation.

The Salary and Benefits Committee, which held one meeting in 1994, makes
recommendations to the Board of Directors as to the amount and form of officer
compensation. A subcommittee of the Salary and Benefits Committee consisting of
the same members administers the Corporation's 1992 and 1983 Stock Incentive
Plans and is authorized to grant stock options and award stock without further
approval, except grants to directors. Messrs. Austin, Bruce and Sturdivant
currently serve as members of the Salary and Benefits Committee.

The Board of Directors held seven meetings during 1994. The directors who,
because of conflicting schedules, attended less than 75% of the aggregate of the
meetings held by the Board and any Board committees of which they were members
were Mr. Bryan and Dr. Rawlins.

DIRECTOR COMPENSATION

Directors who are employees of the Corporation or any of its subsidiaries
do not receive compensation for service as directors. Directors who are not
employees of the Corporation or any of its subsidiaries were each paid fees of
$25,000 annually. Compensated directors also receive fees for service on
committees of the Corporation's Board in the following amounts: Directors' Audit
Committee, $5,000 annually; Salary and Benefits Committee, $3,000 annually; and
Executive Committee, $1,000 per meeting.

Directors of the Corporation who also serve as Directors of subsidiary
banks also receive fees for service on committees in the following amounts:
Directors' Loan Committee, $4,000; Community Reinvestment Act Committee, $3,000;
and Executive Committee, $500 per meeting.

Individual directors may, at their option, defer the receipt of directors'
fees. Under alternatives available each year from 1987 through 1994, up to 100%
of a director's annual board and committee fees were deferrable. Such fees, plus
interest, will be paid to the participating director or to his beneficiaries, as
applicable, in monthly payments for a maximum ten-year period commencing on the
earlier of (a) the death of the director; or (b) the later of (i) age 65, or
(ii) completion of five years' participation in the fee deferral program. Six
directors elected to enter into such nonqualified deferred compensation
agreements for 1994.

5
<PAGE> 8

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

Subject to shareholders' ratification, the Board of Directors has selected
Price Waterhouse LLP to be the independent accountants and auditors of the
Corporation for the year ending December 31, 1995. Price Waterhouse LLP has
served the Corporation in this capacity since 1985. As in the past, a
representative of Price Waterhouse LLP is expected to attend the Annual Meeting.
The representative will have an opportunity to make a statement and will be
available to respond to appropriate questions from shareholders. Assuming the
presence of a quorum at the Annual Meeting, the selection of Price Waterhouse
LLP will be ratified if the votes cast in favor exceed the votes cast in
opposition.

PROPOSAL 3: CHARTER AMENDMENT TO INCREASE COMMON STOCK

The Corporation's Charter provides for the authority of the Corporation to
issue up to 50 million shares of common stock, $5 par value per share.

The Board of Directors believes that an increase in authorized but unissued
shares of common stock is in the best interests of the Corporation and,
therefore, at a meeting held February 23, 1995, the Board of Directors adopted a
proposed amendment to the Corporation's Charter increasing the number of
authorized shares of common stock from 50 million shares, par value of $5 per
share, to 100 million shares, par value of $5 per share.

The additional shares of common stock for which authorization is sought
will have the same terms and rights as the shares of common stock now
authorized. No pre-emptive rights would be attached to these shares. If the
proposed amendment is approved, the additional authorized shares will be
available for issuance for proper corporate purposes at the discretion of the
Board of Directors. Except as may be required by applicable law or regulation at
the time of issuance, the shares may be issued without further action by the
shareholders.

The Board of Directors presently has no plans to issue any of the
authorized but unissued shares of common stock that the approval of this
amendment would allow. The Board of Directors believes that the proposed
increase in the number of authorized shares of common stock will provide the
Corporation with the flexibility it will need in conducting its business and in
meeting future contingencies. For the most part, it is contemplated that these
shares may be used by the Corporation to assist in future capital formation and
franchise expansion. Additionally, issuance of the shares of common stock, under
certain circumstances, could discourage, or make more difficult, an attempt to
gain control of the Corporation. The Board of Directors presently has no
intention of issuing authorized but unissued shares for that purpose or for any
other purpose and knows of no ongoing attempt to gain control of the
Corporation.

The Board of Directors recommends a vote "For" the proposed amendment to
the Charter increasing the number of authorized shares of common stock. The
enclosed proxy will be so voted unless the shareholder specifies a contrary
choice. The affirmative vote of a majority of the outstanding shares of common
stock of the Corporation is required for approval of this proposed amendment to
the Charter. A failure to vote, abstention, or broker nonvote with respect to
the proposed amendment to the Charter will have the effect of a vote against the
proposed amendment.

6
<PAGE> 9

CERTAIN INFORMATION AS TO MANAGEMENT

The following table contains information concerning the compensation
received by the Corporation's Chief Executive Officer ("CEO") and the four most
highly compensated executive officers of the Corporation in the three fiscal
years ended December 31, 1994.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM(1) COMPENSATION
--------------------------------------
SECURITIES
RESTRICTED UNDERLYING
ANNUAL COMPENSATION STOCK OPTIONS/ ALL OTHER
NAME AND --------------------------- AWARDS SARS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) (#)(2) ($)(3)
- -------------------------------------- ---- --------- -------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
B.W. Rawlins, Jr. 1994 480,000 100,000 109,263 15,760
Chairman of the Board and CEO of 1993 410,000 200,000 450,840 97,215 15,163
Corporation and UPNB 1992 390,000 185,000 134,671 14,332
J.A. Gurley 1994 137,450 15,000 1,500 12,474
Executive Vice President of 1993 135,200 17,267 6,400 12,937
Corporation and UPNB 1992 135,200 13,520 7,947 12,711
J.W. Moore 1994 290,000 60,000 5,000 13,417
President and Chief Operating 1993 244,000 60,000 302,354 52,552 12,793
Officer of Corporation 1992 220,000 60,000 37,825 11,609
J.W. Parker 1994 166,004 35,000 8,563 12,035
Executive Vice President and CFO of 1993 159,375 30,000 9,982 12,433
Corporation and Executive Vice 1992 153,000 30,000 1,700 11,751
President of UPNB
M.K. Walters 1994 121,917 35,000 6,704 9,196
Senior Vice President, Treasurer, 1993 117,083 35,000 5,938 9,242
and Chief Accounting Officer of 1992 112,500 41,625 4,540 8,999
Corporation and Senior Vice
President of UPNB
</TABLE>

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

(1) The Corporation does not maintain a formal "Long Term Incentive Plan" other
than the 1983 and 1992 Stock Incentive Plans. Based on employment
agreements, in May 1993, B.W. Rawlins, Jr., and J.W. Moore were granted
17,680 and 11,857 shares, respectively, of restricted stock which vested in
December 1993. There were no shares of restricted stock held by any of the
named executive officers on December 31, 1994.
(2) Shares acquired pursuant to option exercise must generally be held 3 years
or any profits must be paid to the Corporation. The Corporation does not
grant SARs.

(3) "All Other Compensation" for 1994 consists of the following various
components. Employee stock ownership plan contributions on behalf of the
employees as follows: $8,830, B.W. Rawlins, Jr.; $4,227, J.A. Gurley;
$8,797, J.W. Moore; $5,105, J.W. Parker; and $3,941, M.K. Walters. 401(k)
plan contributions on behalf of the same employees, respectively, are as
follows: $6,930; $8,247; $4,620; $6,930; and $5,255.

7
<PAGE> 10

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT
----------------------------------------- ASSUMED ANNUAL
% OF TOTAL RATES OF
NUMBER OF OPTIONS/SARS STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OR OPTION TERM
OPTIONS/SARS IN FISCAL BASE PRICE EXPIRATION ---------------------
NAME GRANTED(#)(2) YEAR ($/SH) DATE 5%($) 10%($)
- --------------------------- ------------ ------------ ----------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
B. W. Rawlins, Jr. 15,000(3) 44.9% 23.875 02-08-04 225,225 570,825
2,928(1) 26.125 01-17-99 21,126 46,702
30,538(1) 28.125 02-14-95 27,026 54,113
5,439(1) 28.125 01-17-99 39,079 85,778
17,333(1) 28.125 02-28-01 190,230 440,900
38,025(1) 28.125 05-20-03 588,057 1,447,688
J. A. Gurley 1,500(3) .6% 23.875 02-08-04 22,523 57,077
J. W. Moore 5,000(3) 2.1% 23.875 02-08-04 75,075 190,255
J. W. Parker 3,000(3) 3.5% 23.875 02-08-04 45,045 114,153
5,563(1) 26.00 09-03-97 25,395 53,844
M. K. Walters 3,000(3) 2.8% 23.875 02-08-04 45,045 114,153
2,846(1) 28.125 05-16-95 3,842 7,684
858(1) 28.125 01-21-03 12,662 30,907
</TABLE>

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

(1) Options granted in 1994 as reload options on exercises where shares were
used as the consideration for the exercise. The reload options carry the
same term as the option which was exercised. Reload options vest 6 months
after the grant date.
(2) Generally, options may not be granted at less than the fair market value of
the underlying shares on the date of grant, and will expire upon the
earliest of 10 years after the date of grant, termination for cause, three
months after termination of employment (other than for cause) for any
reason except death or disability, and one year after death or after
termination due to disability. Already owned shares of stock may be used as
the consideration for exercise of the option, and a reload option will
generally be granted in such cases. Generally, except in the event of
involuntary termination or termination due to disability, death or
retirement, shares acquired by option exercise must be held at least three
years or any profits from sale must be repaid to the Corporation. All
options granted in 1994 have an exercise price of the underlying stock's
fair market value on the grant date.
(3) Options granted in 1994 which vest 1/3 twelve months after the date of
grant, an additional 1/3 24 months after the date of grant and the final
1/3 36 months after the date of grant.

8
<PAGE> 11

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

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FY-END (#) FY-END ($)(2)
ACQUIRED ON VALUE --------------- ---------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#)(1) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- --------------- ---------------
<S> <C> <C> <C> <C>
B.W. Rawlins, Jr........................ 103,215 $245,616 94,263/15,000 --/--
J.A. Gurley............................. -- $ -- 5,400/ 2,500 --/--
J.W. Moore.............................. -- $ -- 61,218/12,334 121,000/56,000
J.W. Parker............................. 8,080 $ 65,440 13,545/ 5,000 --/--
M.K. Walters............................ 3,938 $ 6,571 3,704/ 5,000 --/--
</TABLE>

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

(1) Shares acquired pursuant to option exercise must generally be held three
years or any profits must be paid to the Corporation. During the
restriction period, shares may be used to exercise an option or to satisfy
tax withholding requirements on option exercises.
(2) Value is calculated as the difference between the closing market price of a
share of Common Stock on December 31, 1994 ($20.875 per share) and the
exercise price of the options. No value is reported if the exercise price
of the options exceeded the market price of a share of Common Stock on
December 31, 1994.

EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE OF CONTROL
ARRANGEMENTS

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

Pursuant to these employment agreements, Messrs. Rawlins and Moore are also
entitled to certain other employee benefits and are eligible to participate in
incentive bonus, stock option, and deferred compensation plans.

As of December 31, 1994, the terms of each of the two agreements were
automatically extended for one year, and on December 31 of each year thereafter
such terms will be automatically extended for one year unless the Corporation
notifies the officer within 60 days prior to the applicable December 31 date. If
the Corporation chooses not to extend an agreement, the officer may either
remain until the end of the term of his agreement, or may choose to terminate
the agreement and be paid an amount equal to: for Mr. Rawlins, three times the
sum of; and for Mr. Moore, two and one half times the sum of; his then current
base pay and an amount equal to his incentive bonus for the prior year. In
either case, all options or grants issued to the officer by the Corporation will
immediately vest and be exercisable. If termination of employment is for cause,
the officer will be provided base pay through the date of termination, and all
options held will vest and become exercisable. If termination of employment is
due to death or disability, the officer will be paid an amount equal to: for Mr.
Rawlins, three times the sum of; and for Mr. Moore, two and one half times the
sum of; his then current base pay and an amount equal to his incentive bonus for
the prior year. All options or grants held will immediately vest and become
exercisable.

<PAGE> 12

These employment agreements also provide that in the event of a substantial
change in the control of the Corporation or UPNB, including by acquisition or
merger, these officers will have the option to extend the terms of their
employment agreements. In such event, the officers may choose a renewal term,
beginning on the later of the date of the renewal notice or the date of the
change in control as follows: B.W. Rawlins, Jr., three years; and J.W. Moore,
two and one half years. Upon acceptance of a renewal term, any remaining period
of the then current term of the employment agreement will be canceled.

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

COMPENSATION COMMITTEE REPORT

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

Pay Philosophy

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

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

Base Salary

Base salary is set annually based on job-related experience, individual
performance and pay levels of similar positions at about twenty peer financial
institutions. The Corporation targets base pay at the 50th percentile of peer
base pay. In determining compensation at peer financial institutions, the
Corporation analyzes information from independent surveys. The surveys, which do
not necessarily include the same financial institutions as included in the NYSE
financial indicator (used in the performance graph), are chosen

10
<PAGE> 13

based on similarity of the surveyed financial institutions to the Corporation in
terms of size, geographic region, scope of services and return on assets/return
on equity.

In 1994, base salary of the named executive officers was at or below the
target based on peer analysis.

Annual Bonus

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

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

Long-term Incentives

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

For 1994, options were granted to the executive officers other than the
chief executive officer based on their position and a subjective assessment of
individual performance. Generally, long-term incentive awards are targeted
between the 50th and 75th percentiles of the competitive market. The Corporation
utilizes the same surveys and peer financial institutions as used in analyzing
base salary and takes into consideration options and restricted stock that have
already been granted.

1994 Compensation for the Chief Executive Officer

Many of the same philosophies used in determining compensation for officers
of the Corporation are used in determining compensation for Mr. Rawlins. The
Committee establishes each element of Mr. Rawlins' pay based on his achievement
of specific business objectives. These objectives are based upon specific
financial and nonfinancial goals. No specific weighting or formula is used to
determine levels of compensation. Additionally, the Committee takes into
consideration an analysis of compensation at the peer financial institutions
used to review compensation of other officers of the Corporation.

11
<PAGE> 14

Base Salary

The Committee increased Mr. Rawlins' base salary for the year 1994 from
$410,000 to $480,000 which represented about a 17% increase. This level
positioned his base salary slightly below the 50th percentile of peer financial
institutions.

Annual Bonus

The Committee determines the chief executive officer's annual bonus based
upon his performance relative to business objectives established at the
beginning of the year. The annual award can range between $0 and $200,000. Based
on 1994 performance, the Committee decided to award Mr. Rawlins $100,000, or
about 21% of his annual base pay.

Long-term Incentives

For 1994, Mr. Rawlins received a grant of 94,263 options pursuant to reload
option provisions on option exercises where he used already-owned shares to
effect the exercise. In addition, the Committee awarded 15,000 options to Mr.
Rawlins in 1994. The value of this long-term award alone, and the value of this
award plus base salary and the annual bonus, position the chief executive
officer below the 50th percentile of the competitive salaries for peer financial
institutions.

SALARY AND BENEFITS COMMITTEE

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

12
<PAGE> 15

PERFORMANCE GRAPH

The following graph sets forth the Corporation's cumulative total
shareholder return (assuming reinvestment of dividends) as compared to the S&P
500 and the NYSE Financial Indicator over a five-year period beginning December
31, 1989.

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

(GRAPH)

<TABLE>
<CAPTION>
December 31... 1989 1990 1991 1992 1993 1994
-------------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Union Planters 100.00 64.97 141.15 245.82 262.06 225.89
S&P 500 100.00 96.89 126.28 135.88 149.52 151.55
NYSE Financial Indicator 100.00 78.17 110.59 128.61 138.85 125.39
</TABLE>

EXECUTIVE BENEFIT PLANS

The Corporation maintains two executive benefit plans for selected
management employees. Eligibility is determined by the Salary and Benefits
Committee, which is also responsible for administering the plans.

The supplemental retirement plan provides a retirement income benefit at
age 65 equal to a percentage of final compensation. The benefit can be paid in
either an equivalent lump sum amount or in installments. The plan is
nonqualified and unfunded. Amounts accrued by the Corporation during 1994 were
as follows: $85,773 for Mr. Rawlins; $9,889 for Mr. Gurley; $12,200 for Mr.
Moore; and $1,070 for Mr. Walters. The Corporation is considering amendments to
this plan which will affect benefit levels in the future.

The deferred compensation plan allows participants to defer a portion of
their cash compensation into an unfunded and nonqualified savings plan. The plan
credits interest annually equal to 120% of the long-term Applicable Federal
Rate. The plan returns the compensation deferred plus interest earned upon
termination of employment or earlier if otherwise elected by the participant.

13
<PAGE> 16

CERTAIN RELATIONSHIPS AND TRANSACTIONS

During 1994, some of the directors and officers of the Corporation, and
other persons and entities with which they are affiliated, were customers of,
and had in the ordinary course of business banking transactions with, the
Corporation's subsidiary banks. All loans included in such transactions were
made on substantially the same terms, including interest rates and collateral
requirements, as those prevailing at the time for comparable transactions with
other persons and, in the opinion of management, did not involve more than the
normal risk of collectibility or present other unfavorable features. Such loans
aggregated approximately 4% of shareholders' equity as of December 31, 1994.

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

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

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

SOLICITATION OF PROXIES

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

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

SHAREHOLDER PROPOSALS

Any shareholder proposals intended to be presented at the Corporation's
1996 Annual Meeting of Shareholders must be received in writing by the
Corporation at the corporate offices no later than November 20, 1995.

14
<PAGE> 17

ANNUAL REPORT AND EXHIBITS

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

ANY SHAREHOLDER WHO WISHES TO OBTAIN A COPY, WITHOUT CHARGE, OF THE
CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31,
1994, WHICH INCLUDES FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES,
WHICH IS REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY
CONTACT E. J. HOUSE, JR., LEGAL DIVISION, AT P.O. BOX 387, MEMPHIS, TENNESSEE,
38147, OR AT TELEPHONE NUMBER 901/383-6584.

BY ORDER OF THE BOARD OF DIRECTORS

E. J. House, Jr.
----------------
E. J. House, Jr.
Secretary

Memphis, Tennessee

March 21, 1995

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

15
<PAGE> 18
APPENDIX A

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, UNION PLANTERS CORPORATION

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned shareholder of Union
Planters Corporation, do hereby nominate, constitute and appoint JOHN H.
HEMBREE, THOMAS R. PRICE and TIMMONS L. TREADWELL, III, or either one or any of
them, my true and lawful attorney(s) with full power of substitution for me and
in my name, place and stead, to vote all of the Common Stock of said Corporation
standing in my name on its books at the close of business on February 16, 1995
at the Annual Meeting of Shareholders thereof, to be held at the Union Planters
Administrative Center, Assembly Room C, Lake Level, 7130 Goodlett Farms Parkway,
Memphis, Tennessee 38018, on April 27, 1995 at 10 a.m., and at any adjournment
thereof, with all the powers the undersigned would possess if personally
present, as follows:

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

</TABLE>

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

<TABLE>
<S> <C>
CLASS I CLASS II
M.J. Womack A.M. Austin, G.W. Bryan
C.J. Lowrance III, M.P. Sturdivant
</TABLE>

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

/ /FOR / /AGAINST / /ABSTAIN

3. AN AMENDMENT TO THE CHARTER OF THE CORPORATION TO INCREASE THE NUMBER OF
SHARES OF THE CORPORATION'S COMMON STOCK, $5.00 PAR VALUE PER SHARE,
AUTHORIZED FOR ISSUANCE BY THE CORPORATION TO 100 MILLION.

/ /FOR / /AGAINST / /ABSTAIN

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

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

THIS PROXY MAY BE REVOKED PRIOR TO ITS EXERCISE. THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDERS. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2, AND 3. IF OTHER
MATTERS PROPERLY COME BEFORE SAID MEETING, OR IF ANY NOMINEE FOR DIRECTOR
BECOMES UNAVAILABLE FOR ELECTION, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH
THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" PROPOSALS 1, 2, AND 3.

NOTE: PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY AS SOON AS POSSIBLE.
DATED: , 1995
-------------------

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