<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
/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)
Union Planters Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / 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 LOGO)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1996
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 a.m. on April 25, 1996. 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 four directors;
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants and auditors for the Corporation;
3. A proposal to approve the Union Planters Corporation Senior
Management Performance Incentive Plan.
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, 1996 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,
/s/ Benjamin W. Rawlins, Jr.
----------------------------
Benjamin W. Rawlins, Jr.
Chairman and Chief Executive Officer
Approximate Date of Mailing to Shareholders: March 18, 1996
<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 25, 1996 at 10 a.m. (the "Annual Meeting") or any
adjournment or adjournments thereof.
This proxy statement and the enclosed proxy are first being sent to
shareholders on or about March 18, 1996.
VOTING
Only holders of record of common stock of the Corporation (the "Common
Stock") at the close of business on February 16, 1996 are entitled to receive
notice of, and to vote at, the Annual Meeting. On that date, 45,558,554 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 proposal to approve the Union Planters Corporation Senior
Management Performance Incentive Plan. 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, four directors are to be elected in Class III, each
of whose terms will expire at the annual meeting of shareholders to be held in
1999. The Board of Directors has nominated for election in Class III, J. W.
Moore, B. W. Rawlins, Jr., V. L. Rawlins, and R. A. Trippeer, Jr. All the Class
III directors
<PAGE> 4
currently serve on the Board. The Class I and Class II directors' terms will
expire at the annual meetings of shareholders to be held in 1997 and 1998,
respectively.
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:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
ON JANUARY 31, 1996(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 I: DIRECTORS
MARVIN E. BRUCE........................... 67 1989 2,500 0 *
Director, Chairman and CEO from 1973 to
July 1994, TBC Corporation (marketer/
distributor of auto replacement
products).
ROBERT B. COLBERT, JR..................... 74 1984 10,484 0 *
Chairman until 1987 and from January
1990 to June 1993, Signal Apparel Co.,
Inc. (garment manufacturing).
STANLEY D. OVERTON........................ 67 1992 17,000 200(4)(5) *
Chairman, Union Planters Bank of Middle 1,205(7)
Tennessee, N.A. since July 1994; Vice
Chairman, Union Planters National Bank
("UPNB") from March 1992 to July 1994;
Chairman, President and CEO of Fidelity
Bancshares, Inc. from August 1974 to
March 1992.
MILTON J. WOMACK.......................... 70 1995 40,667 30,001(4)(5) *
President, Milton J. Womack, Inc.
(general contractor); Chairman, Union
Planters Bank of Louisiana since 1989.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
ON JANUARY 31, 1996(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
ALBERT M. AUSTIN.......................... 69 1974 13,036 3,000 *
Chairman, Cannon, Austin and Cannon, 12,658(4)(5)
Inc. (real estate). 266(6)(7)
GEORGE W. BRYAN........................... 51 1986 3,900 1,000(6)(7) *
Senior Vice President, Sara Lee
Corporation (Meat Group Division, meat
processing and packaging).
CHARLES J. LOWRANCE, III.................. 65 1985 27,381 12,152 *
President, Lowrance Brothers & Co., Inc.
(planter).
MIKE P. STURDIVANT........................ 68 1989 90,981 45,946 *
President, Due West Gin Co., Inc. 6,804(6)(7)
(cotton ginning); Investor, Chairman,
Executive (various entities).
CLASS III: DIRECTORS AND NOMINEES
JACKSON W. MOORE.......................... 47 1986 68,339 18,941 *
President of the Corporation since April 94,743(4)(5) 63,028(4)(5)
1, 1989; Chief Operating Officer of the 2,380(7)
Corporation since April 1994.
BENJAMIN W. RAWLINS, JR................... 58 1984 268,275 16,818 *
Chairman of the Corporation's Board 8,366(7)
since April 1, 1989; CEO of the
Corporation and CEO of UPNB since 1984;
Chairman of UPNB since January 1986.
V. LANE RAWLINS........................... 58 1992 1,700 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................... 56 1974 235,720 155,000 *
President, R. A. Trippeer, Inc. 26,624(4)(5)
(investments).
OTHER NAMED EXECUTIVE OFFICERS
JAMES A. GURLEY........................... 62 -- 36,883 374 *
Executive Vice President of the 8,649(7)
Corporation since 1990; Executive Vice
President of UPNB since January 1981.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
ON JANUARY 31, 1996(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>
JOHN W. PARKER............................ 49 -- 18,867 2,428 *
Executive Vice President and Chief 3,253(7)
Financial Officer of the Corporation
since 1990; Executive Vice President of
UPNB since 1987.
M. KIRK WALTERS........................... 55 -- 16,035 33 *
Senior Vice President and Chief 6,747(7)
Accounting Officer of the Corporation
since 1990; Treasurer of the Corporation
since 1985; Senior Vice President of
UPNB since 1975.
DIRECTORS AND EXECUTIVE OFFICERS AS A 946,511 425,873 3.02%
GROUP (15 persons)......................
</TABLE>
- ---------------
* Less than 1%.
(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, 1996:
A.M. Austin, 5,200; J.A. Gurley, 9,755; J.W. Moore, 68,339; S.D. Overton,
5,000; J.W. Parker, 9,362; B.W. Rawlins, Jr., 109,263; M.K. Walters, 3,000;
and all directors and executive officers as a group, 209,919.
(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,
1996, as determined in accordance with the requirements of the Securities
Exchange Act of 1934 and applicable rules promulgated thereunder.
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.
4
<PAGE> 7
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 1995. This committee makes recommendations to the
Board with respect to the selection of independent accountants; the review and
scope of audit arrangements; the independent accountants' suggestions for
strengthening internal accounting controls; matters of concern to the Committee,
the independent accountants, 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 three meetings in 1995, 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 1995. Mr. Bryan, because
of conflicting schedules, attended less than 75 percent of the aggregate of the
meetings held by the Board.
DIRECTORS 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 1995, 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 1995.
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, 1996. 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.
5
<PAGE> 8
PROPOSAL 3: A PROPOSAL TO APPROVE THE UNION PLANTERS CORPORATION
SENIOR MANAGEMENT PERFORMANCE INCENTIVE PLAN
The Board of Directors recommends the adoption of the Union Planters
Corporation Senior Management Performance Incentive Plan (the "Plan") under
which certain senior executives of the Corporation will be eligible to receive
annual bonuses upon the satisfaction of certain performance criteria as more
fully described hereafter. Approval of the Plan requires the affirmative vote of
a majority of the votes cast on the proposal. Abstentions will be counted in the
total of votes cast. Broker nonvotes, if any, will not affect the outcome of the
vote for approval of the Plan.
Section 162(m) of the Internal Revenue Code, ("Code") 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. However, to the extent compensation is
"performance-based compensation" within the meaning of Code Section 162(m), it
will not be subject to the Code Section 162(m) deduction limitation. The
Corporation has structured its annual bonus program for senior executives in a
manner that would permit the annual bonuses paid to these individuals to qualify
as performance-based compensation. Accordingly, the Salary and Benefits
Committee of the Board of Directors (the "Committee") has established, and the
Board of Directors has ratified, an incentive program that allows the Committee
to award cash bonuses to certain executives based on the attainment of
performance goals. For purposes of Code Section 162(m), the material terms of
the performance goals and plan are described in this Proxy Statement. The
material terms include a description of (i) the class of employees who are
eligible to receive compensation under the arrangement, (ii) the business
criteria on which performance goals are based, and (iii) the maximum amount of
compensation to be paid if the performance goals are attained.
The Plan allows the Committee to continue to award cash bonuses to any
individual holding one of the following positions within the Corporation:
Chairman, Chief Executive Officer, President, and Chief Operating Officer. Under
this program the Committee will establish an objective performance goal, within
the meaning of Code Section 162(m), relating to each calendar year performance
period. The performance goal for a particular performance period will be based
on return on equity.
Awards will be made under this program only in the event the Committee
certifies in writing prior to payment of an award that the performance goal
under which the award is to be paid has been attained. Under no circumstances
will an award be payable for a performance period if the performance goal for
that period has not been attained.
The maximum amount of compensation that any executive may receive under the
Plan for any performance period is $2 million. The Committee has the sole and
absolute discretion to reduce the amount of an award that would otherwise be
payable to an executive upon the attainment of performance goals.
The following summary of the material features of the Union Planters
Corporation Senior Management Performance Incentive Plan is qualified in its
entirety by reference to the full text of the Plan attached to this Proxy
Statement as Exhibit A.
PURPOSE. The purposes of the Plan are to encourage outstanding
performances from the senior executives of the Corporation, to attract and
retain exceptional senior executives, and to provide a direct incentive to the
Participants to achieve the Corporation's strategic and financial goals.
ADMINISTRATION. The Plan shall be administered by the Salary and Benefits
Committee of the Board of Directors of the Corporation consisting of not less
than two outside directors of the Corporation, appointed by the Board of
Directors.
6
<PAGE> 9
The Committee shall interpret the Plan, prescribe, amend and rescind rules
relating to the Plan, select eligible Participants, grant incentive awards
thereto, and take all other actions necessary for the administration of the
Plan.
PARTICIPANTS. The Committee shall designate the senior executives who are
eligible to receive awards under the Plan ("Participants"). The Committee may
designate Participants from among the group of individuals who hold the
following positions within the Corporation:
Chairman
Chief Executive Officer (if different from the Chairman)
President
Chief Operating Officer (if different from the President)
PERFORMANCE PERIOD. The term "Performance Period" as used in this Plan
shall mean the period of twelve consecutive months beginning on January 1 and
ending on December 31.
PERFORMANCE GOAL.
(a) The Committee shall establish the performance goal applicable to a
particular Performance Period in writing, generally within 90 days of
the commencement of a relevant Performance Period.
(b) The performance goal applicable to a Performance Period shall be return
on equity and is to be monitored during the Performance Period.
(c) The Committee shall determine the target level of performance that must
be achieved in order for the performance goal to be treated as
attained.
PERFORMANCE GOAL CERTIFICATION. The Committee shall make an award to a
Participant only in the event the Committee verifies in writing prior to payment
of the award that the performance goal under which the award is to be paid has
been attained. Under no circumstances shall an award be payable under this Plan
if the performance goal for a particular Performance Period is not attained.
MAXIMUM AWARD PAYABLE. The maximum award payable under this Plan to any
Participant for any Performance Period shall be $2 million. In addition, if the
goal for a Performance Period is attained, the Committee, in its discretion, may
grant all or such portion of an award for the year as it deems advisable to a
Participant (or his beneficiary in the event of death) who is employed or who is
promoted to a senior executive position covered by the Plan during the year, or
whose employment is terminated during the Performance Period because of his
retirement, death, resignation or discharge, or who suffers a permanent
disability.
ABSOLUTE DISCRETION TO REDUCE AWARDS. The Committee in its sole and
absolute discretion may reduce the amount of an award otherwise payable to a
Participant upon attainment of the performance goal established for a
Performance Period.
AMENDMENT. The Committee may amend, modify or terminate the Plan in any
respect. No such amendment, suspension or termination may impair the right of a
Participant or his designated beneficiary to receive an award accrued prior to
the effective date of such amendment, suspension or termination.
7
<PAGE> 10
The following is the maximum potential 1996 bonus payout for participants
of the Plan if the performance goal for the 1996 Performance Period is attained:
<TABLE>
<CAPTION>
MAXIMUM
PARTICIPANT AWARD
------------------------------------------------------------------------- --------
<S> <C>
Benjamin W. Rawlins, Jr.................................................. $531,000
Chairman and Chief Executive Officer
Jackson W. Moore......................................................... $342,000
President and Chief Operating Officer
</TABLE>
The Board of Directors believes that approval to continue the Plan is in
the best interest of the Corporation and its shareholders because the Plan will
enable the Corporation to attract and retain exceptional executive talent and
cause applicable payments to be deductible for federal income tax purposes under
Section 162(m) of the Code.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL
OF THE UNION PLANTERS CORPORATION SENIOR MANAGEMENT PERFORMANCE INCENTIVE PLAN.
8
<PAGE> 11
CERTAIN INFORMATION AS TO MANAGEMENT
The following table contains information concerning the compensation
received by the Corporation's Chief Executive Officer ("CEO") and the four most
highly compensated executive officers of the Corporation in the three fiscal
years ended December 31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM(1) COMPENSATION
--------------------------------------
SECURITIES
UNDERLYING
ANNUAL COMPENSATION RESTRICTED OPTIONS/ ALL OTHER
NAME AND --------------------------- STOCK SARS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS ($) (#)(2) ($)(3)
- --------------------------------------- ----- --------- -------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
B. W. Rawlins, Jr. 1995 510,000 382,500 -- 61,685 10,798
Chairman of the Board and CEO of 1994 480,000 100,000 -- 109,263 15,760
Corporation and UPNB 1993 410,000 200,000 450,840 97,215 15,163
J. A. Gurley 1995 140,000 21,000 -- 1,500 12,903
Executive Vice President of 1994 137,450 15,000 -- 1,500 12,474
Corporation and UPNB 1993 135,200 17,267 -- 6,400 12,937
J. W. Moore 1995 320,000 240,000 -- 50,149 8,871
President and Chief Operating Officer 1994 290,000 60,000 -- 5,000 13,417
of Corporation 1993 244,000 60,000 302,354 52,552 12,793
J. W. Parker 1995 175,000 70,000 -- 8,965 11,575
Executive Vice President and CFO of 1994 166,004 35,000 -- 8,563 12,035
Corporation and Executive Vice 1993 159,375 30,000 -- 9,982 12,433
President
of UPNB
M. K. Walters 1995 135,000 54,000 -- 10,298 9,584
Senior Vice President, Treasurer, and 1994 121,917 35,000 -- 6,704 9,196
Chief Accounting Officer of 1993 117,083 35,000 -- 5,938 9,242
Corporation and Senior Vice President
of UPNB
</TABLE>
- ---------------
(1) The Corporation maintains two "Long Term Incentive Plans" that were approved
by shareholders in 1983 and 1992. 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, 1995.
(2) Shares acquired pursuant to option exercise must generally be held three
years or any profits must be paid to the Corporation. The Corporation does
not grant SARs.
(3) "All Other Compensation" for 1995 consists of the following various
components. Employee stock ownership plan contributions on behalf of the
employees as follows: $4,825, B.W. Rawlins, Jr.; $4,503, J.A. Gurley;
$4,825, J.W. Moore; $4,825, J.W. Parker; and $4,342, M.K. Walters. 401(k)
plan contributions on behalf of the same employees, respectively, are as
follows: $5,973; $8,400; $4,046; $6,750; and $5,242.
9
<PAGE> 12
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT
--------------------------------------------- ASSUMED ANNUAL
% OF TOTAL RATES OF
NUMBER OF OPTIONS/SARS STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OR OPTION TERM
OPTIONS/SARS IN FISCAL BASE PRICE EXPIRATION ---------------------
NAME GRANTED(#)(2) YEAR ($/SH) DATE 5%($) 10%($)
- -------------------- ------------ ------------ ----------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
B. W. Rawlins, Jr. 15,000(3) 27.4% 23.50 02-20-05 221,916 562,511
46,685(3) 23.125 04-26-05 679,654 1,722,784
J. A. Gurley 1,500(3) .7% 23.50 02-20-05 22,192 56,251
J. W. Moore 7,500(3) 22.3% 23.50 02-20-05 110,958 281,255
36,695(3) 23.125 04-26-05 534,217 1,354,130
4,690(1) 21.75 01-17-99 22,066 47,537
1,264(1) 21.75 12-17-00 9,227 20,895
J. W. Parker 3,000(3) 4.0% 23.50 02-20-05 44,383 112,502
3,318(1) 27.25 09-03-97 10,380 21,384
1,771(1) 27.25 01-21-03 21,711 51,450
876(1) 27.25 02-08-04 12,654 30,922
M. K. Walters 3,000(3) 4.6% 23.50 02-20-05 44,383 112,502
885(1) 27.25 01-21-03 10,784 25,529
876(1) 27.25 02-08-04 12,586 30,722
748(1) 32.25 01-21-03 10,039 23,479
790(1) 32.25 07-12-03 11,442 27,107
2,482(1) 32.25 06-01-04 41,098 99,795
762(1) 31.625 01-21-03 9,933 23,195
755(1) 31.625 02-08-04 11,613 27,910
</TABLE>
- ---------------
(1) Options granted in 1995 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 six 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 ten 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 1995 have an exercise price equal to the underlying
stock's fair market value on the grant date.
(3) Options granted in 1995 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.
10
<PAGE> 13
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....................... -- $ -- 99,263/71,685 614,119/399,342
J.A. Gurley............................ -- $ -- 8,255/ 3,000 41,303/ 24,438
J.W. Moore............................. 12,000 $131,500 62,505/49,196 507,443/423,485
J.W. Parker............................ 6,641 $ 18,417 14,869/ 6,000 80,925/ 48,875
M.K. Walters........................... 8,400 $ 34,158 --/11,537 --/ 49,254
</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, 1995 ($31.875 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, 1995.
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.
11
<PAGE> 14
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 (the "NYSE") 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.
Section 162(m) of the Code 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. Consistent
with this intention, the Committee has established and the Board of Directors
has ratified, subject to shareholder approval, the Union Planters Corporation
Senior Management Performance Incentive Plan.
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
12
<PAGE> 15
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 1995, base salary of the named executive officers was generally at or
slightly below the target based on peer analysis.
Annual Bonus
The Corporation maintains an annual incentive plan that is based on the
achievement of certain return on equity (ROE) targets established by the Salary
and Benefits Committee plus individual performance of participating executives.
First, the plan establishes three ROE target levels; target levels vary
between corporate executives and bank-level management. Each ROE target level
has a corresponding bonus potential, calculated as a percentage of base salary,
which is based upon a participant's level and scope of responsibility within the
Corporation. The bonus potential is based on target bonus levels as reported by
the same peer financial institutions used in analyzing base salary.
If actual ROE performance is within the ROE targets established by the
Salary and Benefits Committee, the plan calculates a midpoint bonus based on the
target percentage of base salary that corresponds with actual ROE performance.
During 1995, ROE performance met or exceeded the ROE targets established by the
Committee. With respect to participating executives other than the CEO, the CEO
then has discretion to increase or decrease the actual bonus by up to 50% based
on an executive's actual performance.
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 three years, or any profits from sale
must be repaid to the Corporation.
For 1995, 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.
1995 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.
13
<PAGE> 16
Base Salary
The Committee increased Mr. Rawlins' base salary for the year 1995 from
$480,000 to $510,000 which represented about a 6% 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 and specific corporate ROE targets. The Corporation's
actual ROE for 1995 exceeded the ROE targets previously established by the
Committee. Based on 1995 performance, the Committee decided to award Mr. Rawlins
$382,500, or about 75% of his annual base pay.
Long-term Incentives
For 1995, the Committee awarded 61,685 options to Mr. Rawlins. 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 above the 50th percentile but
below the 75th percentile of competitive compensation for peer financial
institutions.
SALARY AND BENEFITS COMMITTEE
Marvin E. Bruce, Chair
Albert M. Austin
Mike P. Sturdivant
14
<PAGE> 17
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, 1990.
Note: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.
THE CHART CONTAINS THE FOLLOWING POINTS
PLOTTED ON A PERFORMANCE GRAPH.
<TABLE>
<CAPTION>
December 31
--------------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Union Planters 100.00 217.25 378.36 403.35 347.68 550.41
S&P 500 100.00 130.34 140.25 154.32 156.42 214.99
NYSE Financial
Indicator 100.00 141.46 164.52 177.62 160.40 224.67
</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 62 equal to a percentage of final total cash compensation. The benefit can
be paid in either an equivalent lump sum amount or in annual/monthly
installments. The plan is nonqualified and unfunded, and the amounts payable
thereunder are not offset for social security or other amounts.
Currently, only the executive officers identified in the Summary
Compensation Table participate in the supplemental retirement plan. Supplemental
annual retirement benefits payable under the plan at age 62 are equal to 65% of
the average of executive's final three years of salary and bonus. The annual
supplemental retirement benefit under the plan is reduced 6% per year for early
retirement after age 55 but before age 62. In
15
<PAGE> 18
addition, annual supplemental retirement benefits generally vest at 65%
following termination upon a change in control as defined in the plan based on
projected three-year average total compensation.
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.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
During 1995 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, 1995.
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 NYSE. 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
1997 Annual Meeting of Shareholders must be received in writing by the
Corporation at the corporate offices no later than November 20, 1996.
16
<PAGE> 19
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,
1995, 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
/s/ E. J. House, Jr.
--------------------
E. J. House, Jr.
Secretary
Memphis, Tennessee
March 18, 1996
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.
17
<PAGE> 20
EXHIBIT A
UNION PLANTERS CORPORATION
SENIOR MANAGEMENT PERFORMANCE INCENTIVE PLAN
SECTION 1
PURPOSES
1.1 The purposes of this Plan are to encourage outstanding performances
from the senior executives of Union Planters Corporation (the "Corporation"), to
attract and retain exceptional senior executives, and to provide a direct
incentive to the Participants to achieve the Corporation's strategic and
financial goals.
SECTION 2
ADMINISTRATION
2.1 The Plan shall be administered by the Salary and Benefits Committee of
the Board of Directors of the Corporation (the "Committee") consisting of not
less than two directors of the Corporation who shall be appointed by the Board
of Directors. No person shall serve as a member of the Committee unless at the
time of his appointment and service he shall be an "outside director" for
purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code").
2.2 The Committee shall interpret the Plan, prescribe, amend and rescind
rules relating to the Plan (including rules and procedures for establishing a
performance goal in accordance with the requirements of Code Section 162(m)
relating to performance-based compensation), select eligible Participants, grant
incentive awards thereto, and take all other actions necessary for the
administration of the Plan, which actions shall be final and binding upon all
Participants.
SECTION 3
PARTICIPANTS
3.1 The Committee shall determine and designate the senior executives who
are eligible to receive awards under the Plan ("Participants"). Directors of the
Corporation who are full-time executives of the Corporation may be eligible to
participate in the Plan. The Committee shall designate Participants from among
the group of individuals who hold the following positions within the
Corporation:
Chairman
Chief Executive Officer (if different from the Chairman)
President
Chief Operating Officer (if different from the President)
SECTION 4
PERFORMANCE GOAL
4.1 The term "Performance Period" as used in this Plan shall mean the
period of twelve consecutive months beginning on January 1 and ending on
December 31.
A-1
<PAGE> 21
4.2 Performance Goal:
(a) The Committee shall establish a performance goal applicable to a
particular Performance Period in writing within 90 days of the commencement
of a relevant Performance Period, provided, however, that such goal may be
established after the commencement of the Performance Period but while the
outcome of the performance goal is substantially uncertain.
(b) The performance goal applicable to a Performance Period shall be
return on equity.
(c) The Committee shall determine the target level of performance that
must be achieved in order for a performance goal to be treated as attained.
SECTION 5
INDIVIDUAL AWARDS
5.1 Performance Goal Certification. The Committee shall make an award to a
Participant only in the event the Committee certifies in writing prior to
payment of the award that the performance goal under which the award is to be
paid has been attained. Under no circumstances shall an award be payable under
this Plan if none of the performance goals for a particular Performance Period
are attained.
5.2 Maximum Award Payable. The maximum award payable under this Plan to
any Participant for any Performance Period shall be $2 million (two million
dollars).
5.3 Absolute Discretion to Reduce Awards. The Committee in its sole and
absolute discretion may reduce the amount of an award otherwise payable to a
Participant upon attainment of the performance goal or goals established for a
Performance Period.
5.4 Unsatisfactory Performances. A Participant's performance must be
satisfactory, regardless of Corporation performance, before he may be granted an
incentive award.
5.5 New Employee, or Retirement, Permanent Disability, Death, or
Termination of Employment. In the event the performance goals for a Performance
Period are attained, the Committee, in its discretion, may grant all or such
portion of an incentive award for the year as it deems advisable to a
Participant (or his Beneficiary in the case of his death) who is employed or who
is promoted to a senior executive position covered by this Plan during the year,
or whose employment is terminated during the Performance Period because of his
retirement, death, resignation or discharge, or who suffers a permanent
disability.
SECTION 6
PAYMENT OF INCENTIVE AWARDS
6.1 Immediate Payment. Each Participant who has elected to receive his
incentive award for the year currently shall be paid the award solely in cash as
soon as practicable following grant of the award by the Committee.
SECTION 7
PLAN ADMINISTRATION
7.1 Beneficiary. The term "Beneficiary" shall mean the person or persons
to whom payments are to be paid pursuant to the terms of the Plan in the event
of the Participant's death. The designation shall be on a
A-2
<PAGE> 22
form provided by the Committee, executed by the Participant, and delivered to
the Committee. A Participant may change his beneficiary designation at any time.
7.2 Permanent Disability. For purposes of the Plan, a permanent disability
shall mean a disability which would qualify a Participant to receive benefits
under the Union Planters Corporation Long-Term Disability Plan (after satisfying
the elimination period thereunder) as now or hereafter in effect.
7.3 Incapacity of Participant or Beneficiary. If the Committee finds that
any Participant or Beneficiary to whom a payment is payable under the Plan is
unable to care for his affairs because of illness or accident or is under a
legal disability, any payment due (unless a prior claim therefore shall have
been made by a duly appointed legal representative) at the discretion of the
Committee, may be paid to the spouse, child, parent, or brother or sister of
such Participant or Beneficiary or to any person whom the Committee has
determined has incurred expense for such Participant or Beneficiary. Any such
payment shall be a complete discharge of the obligations of the Corporation
under the provisions of the Plan to the extent of such payment.
7.4 Withholding Taxes. Appropriate payroll and income taxes shall be
withheld from payments made to Participants pursuant to this Plan.
7.5 Nonassignment. The right of a Participant or Beneficiary to the
payment of any incentive awards under the Plan may not be assigned, transferred,
pledged, or encumbered nor shall such right or other interests be subject to
attachment, garnishment, execution or other legal process.
7.6 No Right to Continued Employment. Nothing in the Plan shall be
construed to confer upon any Participant any right to continue employment with
the Corporation, nor interfere in any way with the right of the Corporation or a
subsidiary to terminate the employment of such Participant at any time without
assigning any reason therefor.
7.7 Termination and Amendment. The Committee may from time to time amend,
suspend or terminate the Plan, in whole or in part, including, but not limited
to, any amendment necessary to ensure that the Corporation may obtain any
required regulatory approvals, and if the Plan is suspended or terminated, the
Committee may reinstate any or all of its provisions. No amendment, suspension
or termination may impair the right of a Participant or his designated
Beneficiary to receive the performance incentive award accrued prior to the
later of the date of adoption or the effective date of such amendment,
suspension or termination.
7.8 Applicable Law. The Plan shall be construed and governed in accordance
with the laws of the state of Tennessee.
A-3
<PAGE> 23
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, 1996
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 25, 1996 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 THE NOMINEES LISTED BELOW / / WITHHOLD AUTHORITY (TO VOTE FOR ALL
(EXCEPT AS MARKED TO THE CONTRARY BELOW) NOMINEES LISTED BELOW)
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
CLASS III
J.W. Moore, B.W. Rawlins, Jr.
V.L. Rawlins, R.A. Trippeer, Jr.
2. RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS THE INDEPENDENT
ACCOUNTANTS AND AUDITORS OF THE CORPORATION.
/ / FOR / / AGAINST / / ABSTAIN
3. A PROPOSAL TO APPROVE THE UNION PLANTERS CORPORATION SENIOR MANAGEMENT
PERFORMANCE INCENTIVE PLAN.
/ / FOR / / AGAINST / / ABSTAIN
IN RESPECT OF OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF, THIS PROXY SHALL BE VOTED AS THE BOARD OF DIRECTORS MAY
RECOMMEND.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THIS PROXY MAY BE REVOKED PRIOR TO ITS EXERCISE. THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" PROPOSALS 1, 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: , 1996
-------------------
-----------------------------
SIGNATURE OF SHAREHOLDER(S)
-----------------------------
SIGNATURE OF SHAREHOLDER(S)
