<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
[ ] 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 17, 1997
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 17, 1997. 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 seven 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 amendments to the 1992 Stock 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 18, 1997 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 14, 1997
<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 17, 1997 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 14, 1997.
VOTING
Only holders of record of common stock of the Corporation (the "Common
Stock") at the close of business on February 18, 1997 are entitled to receive
notice of, and to vote at, the Annual Meeting. On that date, 65,358,973 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 amendments to the 1992 Stock 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.
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. Abstentions and broker nonvotes will be counted
as being present or represented at the Annual Meeting for the purpose of
establishing a quorum but will not have an effect on the outcome of the vote for
Proposals 1, 2, and 3.
With respect to Proposal 1, assuming the presence of a quorum, directors
will be elected based on a plurality of the votes cast. Cumulative voting is not
permitted in the election of directors.
With respect to Proposal 2, assuming the presence of a quorum, the
selection of Price Waterhouse LLP will be ratified if the votes cast in favor
exceed the votes cast in opposition.
<PAGE> 4
With respect to Proposal 3, assuming the presence of a quorum, the
amendments to the Corporation's 1992 Stock Incentive Plan will be approved if
the votes cast in favor exceed the votes cast in opposition.
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. In
addition, the Charter provides that any director elected by the Board of
Directors to fill a vacancy (whether or not such vacancy shall have been created
by an increase in the number of directors) shall serve only until the next
annual meeting of the shareholders.
At the annual meeting, five directors are to be elected in Class I, each of
whose terms will expire at the annual meeting of shareholders to be held in
2000. The Board of Directors has nominated for election in Class I, M. E. Bruce,
J. E. Harwood, S. D. Overton, D. F. Schuppe, and S. L. Wilson. All of the Class
I directors currently serve on the Board.
The Board of Directors has further nominated for election in Class II, E.
H. Bailey, and in Class III, P. S. Lewis, Jr. The Class II and Class III
directors' terms will expire at the annual meetings of shareholders to be held
in 1998 and 1999, respectively. All the Class II and Class III directors
currently serve on the Board.
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 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 FEBRUARY 18, 1997(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 AND NOMINEES
MARVIN E. BRUCE........................... 68 1989 12,500 0 *
Director and Chairman; CEO from 1973 to
July 1994, TBC Corporation** (marketer/
distributor of auto replacement
products).
ROBERT B. COLBERT, JR.(8)................. 75 1984 21,246 0 *
Retired; Chairman from 1990 to June
1993, Signal Apparel Co., Inc. (garment
manufacturing).
JAMES E. HARWOOD.......................... 60 1996 41,161 28,975 *
President, Sterling Equities 1,525(4)(5)
(business management advisory 6,802(6)(7)
service).
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
ON FEBRUARY 18, 1997(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>
STANLEY D. OVERTON........................ 68 1992 28,000 200(4)(5) *
Chairman, Union Planters Bank of 1,350(7)
Middle 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
1974 to March 1992.
DONALD F. SCHUPPE......................... 65 1996 12,875 0 *
DFS Service Company (consulting).
SPENCE L. WILSON(9)....................... 54 1996 81,907 1,050 *
President, Kemmons Wilson, Inc. 8,503(6)(7)
(hotel development and management,
resort time-sharing, banking, home
building and subdivision development,
and private investment).
MILTON J. WOMACK(8)....................... 71 1995 50,667 30,001(4)(5) *
President, Milton J. Womack, Inc.
(general contractor); Chairman, Union
Planters Bank of Louisiana.
CLASS II DIRECTORS AND NOMINEE
ALBERT M. AUSTIN.......................... 70 1974 23,036 3,000 *
Chairman, Cannon, Austin & 12,658(4)(5)
Cannon, Inc. (real estate). 266(6)(7)
EDGAR H. BAILEY........................... 70 1996 252,207 31,088 *
Chairman and CEO from 1973 to 50,177(4)(5)
October 1996, Leader Financial 59,031(6)(7)
Corporation; Vice Chairman of the 2,493(7)
Corporation since October 1996.
GEORGE W. BRYAN........................... 52 1986 13,900 1,000(6)(7) *
Senior Vice President, Sara Lee
Corporation (Meat Group Division, meat
processing and packaging).
C. J. LOWRANCE, III....................... 66 1985 34,981 12,152 *
President, Lowrance Brothers & Co., Inc.
(planter).
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
ON FEBRUARY 18, 1997(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>
MIKE P. STURDIVANT........................ 69 1989 98,766 45,946 *
President, Due West Gin Co., Inc. 6,804(6)(7)
(cotton ginning); Investor, Chairman,
Executive (various entities).
CLASS III: DIRECTORS AND NOMINEE
PARNELL S. LEWIS, JR...................... 49 1996 11,552 4,600 *
President, Anderson-Tully Company 176(4)(5)
(hardwood lumber products).
JACKSON W. MOORE.......................... 48 1986 314,011 20,185 *
President of the Corporation; 65,747(4)(5)
Chief Operating Officer of the 2,638(7)
Corporation since April 1994.
BENJAMIN W. RAWLINS, JR................... 59 1984 458,374 17,959 *
Chairman of the Corporation's 8,837(7)
Board; CEO of the Corporation and UPNB;
Chairman of UPNB from 1986 to November
1996; Vice Chairman of UPNB since
November 1996.
V. LANE RAWLINS........................... 59 1992 11,700 0 *
President, University of Memphis.
RICHARD A. TRIPPEER, JR................... 57 1974 245,720 155,000 *
President, R. A. Trippeer, Inc. 26,624(4)(5)
(investments).
OTHER NAMED EXECUTIVE OFFICERS
JAMES A. GURLEY........................... 63 -- 31,304 374 *
Executive Vice President of the 9,124(7)
Corporation; Executive Vice President of
UPNB.
JOHN W. PARKER............................ 50 -- 60,342 2,682 *
Executive Vice President and 3,542(7)
Chief Financial Officer of the
Corporation and UPNB.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
ON FEBRUARY 18, 1997(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>
M. KIRK WALTERS........................... 56 -- 45,689 60 *
Senior Vice President, Treasurer, 7,161(7)
and Chief Accounting Officer of the
Corporation; Senior Vice President of
UPNB.
DIRECTORS AND EXECUTIVE 1,849,938 627,730 3.74%
OFFICERS AS A GROUP (20 people).........
</TABLE>
- ---------------
* Less than 1%.
** Directorship currently held with a corporation (other than the 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 February 18, 1997:
A. M. Austin, 10,000; E. H. Bailey, 245,964; M. E. Bruce, 10,000; G. W.
Bryan, 10,000; R. B. Colbert, 10,000; J. A. Gurley, 2,293; J. E. Harwood,
23,989; P. S. Lewis, 10,000; C. J. Lowrance, 10,000; J. W. Moore, 148,192;
S. D. Overton, 16,000; J. W. Parker, 27,337; B. W. Rawlins, 194,631; V. L.
Rawlins, 10,000; D. F. Schuppe, 10,000; M. P. Sturdivant, 10,000; R. A.
Trippeer, 10,000; M. K. Walters, 19,298; S. L. Wilson, 39,239; M. J.
Womack, 10,000; and all directors and executive officers as a group,
826,943.
(3) May include shares (a) owned as trustee; or (b) owned and traded in the name
of the spouse, minor children or other relative of the director, or (c)
owned by a corporation, partnership or other legal organization in which
the director has a substantial beneficial interest.
(4) Shared investment power.
(5) Shared voting power.
(6) No voting power.
(7) No investment power.
(8) R. B. Colbert and M. J. Womack will retire as directors in April 1997.
(9) S. L. Wilson is a brother-in-law of Corporation President J. W. Moore.
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 18,
1997, as determined in accordance with the requirements of the Securities
Exchange Act of 1934 and applicable rules promulgated thereunder.
5
<PAGE> 8
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Among other committees of the Corporation's Board of Directors are the
Directors' Audit Committee and the Salary and Benefits Committee. The Board does
not have a standing nominating committee or a committee performing similar
functions.
The Directors' Audit Committee, which is currently composed of Messrs.
Bruce, Colbert, Lewis, Overton, Rawlins, Schuppe, and Trippeer, held five
meetings during 1996. 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 1996, 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, Bryan, Harwood, and
Sturdivant currently serve as members of the Salary and Benefits Committee.
The Board of Directors held seven meetings during 1996. 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
$32,500 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;
Executive Committee, $1,000 per meeting; and Strategic Planning 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;
Trust 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 1996, 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 1996.
Directors who are not employees of the Corporation each received a one-time
grant of 50,000 nonstatutory stock options in October 1996. Such options were
granted at market value and vest in 20% annual increments beginning in April
1997.
6
<PAGE> 9
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, 1997. 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.
PROPOSAL 3: A PROPOSAL TO APPROVE AMENDMENTS TO THE
1992 STOCK INCENTIVE PLAN
The Board of Directors recommends approval of the amendments to the
Corporation's 1992 Stock Incentive Plan (the "1992 Plan") which were adopted by
the Board effective as of October 17, 1996, subject to the shareholder approval
solicited hereby (the 1992 Plan as amended, the "Amended 1992 Plan").
DESCRIPTION OF THE 1992 PLAN AND AMENDMENTS
The following description is a summary only and is qualified in its
entirety by reference to the 1992 Plan and the Amended 1992 Plan.
(A) PURPOSE. The purpose of the 1992 Plan has been to encourage employees
of the Corporation and its subsidiaries to own stock in the Corporation and
thereby provide an incentive for them to continue to serve at their highest
level of performance. The 1992 Plan has also provided a means through which the
Corporation and its subsidiaries may continue to obtain the services of highly
talented persons. The Board of Directors believes that the 1992 Plan has proved
its value in contributing to the growth of the Corporation and has succeeded in
increasing ownership of the Common Stock by key officers of the Corporation and
its subsidiaries.
(B) SUMMARY OF AMENDMENTS. In addition to updating certain 1992 Plan
language, the Board of Directors adopted, subject to shareholder approval,
substantive amendments which would increase the number of shares of Common Stock
available for grant and would allow the Committee to permit deferral of receipt
and transfer of Common Stock by Optionee upon exercise of Stock Options.
(1) INCREASE IN NUMBER OF SHARES AND LIMIT ON SHARES SUBJECT TO
GRANT. Under the 1992 Plan, up to 1,600,000 authorized but unissued shares of
Common Stock were available to be issued or delivered on the exercise of
nonstatutory and incentive stock options and as restricted stock. In 1995, the
Corporation increased the total number of authorized common shares to
100,000,000 and at that time made no amendment to the 1992 Plan to increase the
number of shares available under the Plan. This amendment to the 1992 Plan would
increase the number of shares of Common Stock which may be issued from 1,600,000
to 6,000,000. These 6,000,000 shares represent approximately 9% of the Common
Stock issued and outstanding as of the record date of February 18, 1997. An
amendment to the 1992 Plan also would limit the maximum number of shares that
may be awarded to any employee to 20% of the total number of shares available
for grants under the Amended 1992 Plan.
As of February 18, 1997, 238,537 shares had been issued as restricted stock
grants (see "CERTAIN INFORMATION AS TO MANAGEMENT -- SUMMARY COMPENSATION
TABLE"), and options as to 2,208,020 shares for all officers and employees of
the Corporation had been granted at option prices ranging from $20.875 to
$41.375 per share. As of the same date, options as to 293,610 shares were
vested, and options as to 386,418 shares had been exercised.
7
<PAGE> 10
The options granted will expire upon the earliest of ten years after the
date of grant, termination for cause, one month 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.
As of February 18, 1997 and subject to shareholder approval, 3,553,443
common shares were available for future grants under the Amended 1992 Plan.
(2) DEFERRAL OF RECEIPT FEATURE. If approved by the Corporation's
shareholders, this amendment would permit the Stock Option Committee to allow
Optionee to defer the issue or transfer of Common Stock which would otherwise be
issued or transferred to such Optionee upon exercise of the option. Such
deferral would postpone the recognition of taxable income by Optionee and
deduction by the Corporation of such taxable amounts.
(3) TRANSFERABILITY FEATURE. If approved by the Corporation's
shareholders, this amendment would permit the Stock Option Committee to grant
nonstatutory stock options which, subject to its terms and restrictions, could
be transferable from the Optionee to other individuals.
(C) ADMINISTRATION. Unless otherwise determined by the Board, the 1992
Plan is administered by the Stock Option Committee of the Board of Directors
(the "Committee"), which is a subcommittee of the Board's Salary and Benefits
Committee. The requirements for eligibility to serve on the Committee have been
updated in the Amended 1992 Plan to include the requirements specified by
Section 162(m) of the Internal Revenue Code. Subject to the eligibility and
other provisions of the 1992 Plan, the Committee is authorized to determine the
recipients to whom options or restricted stock will be granted; the number of
shares to be subject to each option or restricted stock grant; the terms upon
which, the times at which, and the period within which such options may be
acquired and exercised; and the terms and conditions of restricted stock grants.
In addition, the Committee is authorized to interpret the 1992 Plan and the
written agreements implementing grants, and to take all other action necessary
or advisable for the administration of the 1992 Plan. Under the Amended 1992
Plan, the Committee's responsibilities would remain unchanged.
The Board of Directors may amend or terminate the 1992 Plan, which
otherwise will terminate on February 20, 2002. However, the 1992 Plan may not,
without shareholder approval, be amended so as to change the aggregate number of
shares that may be issued, to change the class of employees eligible to
participate, or to increase materially the benefits available to participants.
The Board's amendment and termination powers and the scheduled termination date
will remain unchanged under the Amended 1992 Plan.
(D) ELIGIBILITY. Under both the 1992 Plan and the Amended 1992 Plan,
nonstatutory stock options, incentive stock options, and restricted stock may be
granted to employees of the Corporation and its subsidiaries, and nonstatutory
options and restricted stock may be granted to nonemployee directors of the
Corporation and its subsidiaries, including members of the Committee; however,
directors who are not also full-time employees shall not be eligible to receive
Incentive Stock Options.
The Committee has determined that under the 1992 Plan (and no change is
anticipated under the Amended 1992 Plan), eligible recipients of options and
restricted stock are executive officers, senior vice presidents in key
positions, subsidiary bank presidents, and key senior line managers who are
capable of making a substantial contribution to the earnings of the Corporation
or to one of its subsidiaries and who are recommended to the Committee by
management. However, no employee will be granted more than 20% of the total
shares available for grant.
(E) STOCK OPTIONS. The Committee has been and will be authorized to grant
nonstatutory stock options or incentive stock options (although the latter not
to nonemployee directors) having a term of not
8
<PAGE> 11
more than ten years from the date of grant at exercise prices not less than the
fair market value of the optioned shares at the date of grant. It is expected
that under the Amended 1992 Plan, as under the 1992 Plan, options granted will
become exercisable on a cumulative basis as to a specified percentage of the
shares during the term of the option. The fair market value (determined as of
the date the option is granted) of the stock for which incentive stock options
may become exercisable by a particular employee during any calendar year may not
exceed $100,000. The Committee has been and will be authorized to provide in its
discretion for the payment of the exercise price otherwise than in cash,
including by delivery of shares of the Corporation's common stock (other than
restricted stock) valued at fair market value on the date of exercise, or by a
combination of both cash and stock.
Under the Plan, the Committee is authorized to grant a "Reload Option." A
Reload Option means an option granted to an optionee upon surrender of shares of
Common Stock in payment of the exercise price upon exercise of the option. The
exercise price for any Reload Option is the fair market value at the date the
Common Stock is surrendered as payment. Other terms of the Reload Option remain
the same as the original option. See "Option/SAR Grants in Last Fiscal Year."
(F) RESTRICTED STOCK. Under the Amended 1992 Plan, there would be no
changes in provisions relating to the granting of restricted stock. A restricted
stock grant does not require the payment of any option price by the grantee, but
instead calls for the transfer of shares to the grantee subject to forfeiture if
conditions prescribed by the Committee, such as continued employment with the
Corporation, are not satisfied. The grantee has the right to vote and receive
dividends with respect to shares acquired upon the grant of restricted stock,
but is not permitted to transfer such shares until the specified conditions have
been satisfied.
FEDERAL INCOME TAX CONSEQUENCES
It is anticipated that the federal income tax consequences of the 1992
Plan, which are summarized below, will not change because of either of the
proposed amendments other than the timing of recognition of income by an
optionee who elects to defer receipt of shares in connection with the exercise
of an option, which also will result in a corresponding deferral of the
employer's deduction with respect to the exercise of the option.
(A) INCENTIVE STOCK OPTIONS. An optionee will not recognize income on the
grant of an incentive stock option or on the exercise of such option provided
the exercise occurs while the optionee is an employee or within certain
statutorily specified periods after termination of employment. Assuming that the
option is exercised while the optionee is an employee or during such specified
period thereafter, gain or loss from the sale or exchange of shares acquired
upon exercise of the option generally will be treated as capital gain or loss,
provided that the disposition occurs more than two years after the date of grant
of the option and at least one year after the date of exercise (the "required
holding period"). Under these circumstances, no deduction will be allowable to
the employer in connection with either the grant of such options or the issuance
of shares upon the exercise. If the option is exercised after termination of
employment and after expiration of the statutorily specified periods, the
optionee must recognize income upon exercise under the same rules as discussed
below under the caption "Nonstatutory Stock Options."
In general, if shares acquired by the exercise of the option are disposed
of prior to the expiration of the required holding period, the optionee will
recognize ordinary income equal to the excess over the exercise price of the
lesser of the amount realized or the market value of the shares at the time of
exercise. Any gain in excess of ordinary income recognized on the disposition
will be capital gain, and any loss will be capital loss. If any optionee
recognizes ordinary income as a result of the disposition, his employer will be
entitled to a deduction of the same amount.
9
<PAGE> 12
The exercise of the option may result in a tax to the optionee under the
alternative minimum tax because the excess of the market value of the stock
received on the exercise of the option over the exercise price is a "tax
adjustment item."
(B) NONSTATUTORY STOCK OPTIONS. An optionee will not recognize income at
the time of the grant of a nonstatutory stock option but will generally
recognize ordinary income when the option is exercised, unless Optionee shall
request and Committee shall permit deferral of issuance or transfer of Common
Stock to the Optionee. In general, the amount of income will be the excess, if
any, of the market value of the shares at the time of exercise over the exercise
price. If the optionee defers the option gain, the optionee will not recognize
income until the end of the deferral period. To defer the option gain, the
optionee is required to use stock to pay the exercise price of the option. Upon
exercise, only "nonprofit" shares (shares with a fair market value equal to the
exercise price) will be transferred to the optionee. The optionee will not
recognize income at the time of exercise. The remaining shares, which will be
delivered to the optionee at the end of the deferral period, will be taxable as
ordinary income at the time such shares are transferred. The amount of income
will be the fair market value of the shares on the date of transfer.
When income is recognized by an optionee in connection with the exercise of
the option, the optionee's employer will be entitled to a deduction, in the
amount of income so recognized by the optionee, for the employer's taxable year
in which the option is exercised.
(C) USE OF SHARES TO EXERCISE OPTION. Special rules govern the tax
treatment of the use of stock to pay for an incentive stock option or
nonstatutory stock option.
(D) RESTRICTED STOCK. A grantee of shares of restricted stock under the
1992 Plan is not required to include the value of such shares in ordinary income
until the first time his rights in the shares are transferable or are not
subject to a substantial risk of forfeiture, whichever occurs earlier, unless he
elects to be taxed on receipt of the shares. In either case, the amount of
income will be the excess of the market value of the stock at the time the
income is recognized (determined without regard to any restriction other than a
restriction which by its terms will never lapse) over the amount paid for the
stock. The grantee's employer will be entitled to a deduction, in the amount of
income recognized by the grantee.
(E) SUMMARY NOT CONTROLLING. The statutes governing the tax treatment of
stock options, restricted stock, and stock acquired by the exercise of options
are quite technical. The above description of tax consequences is necessarily
general in nature and does not purport to be complete. Moreover, statutory
provisions are, of course, subject to change, as are their interpretations. The
tax consequences under state laws may not be the same as under federal laws.
CERTAIN ACCOUNTING CONSEQUENCES
In October 1995, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123 "Accounting for Stock-Based Compensation" ("FAS No.
123"). This statement defines a fair value-based method of measuring and
recording compensation cost associated with employee stock compensation plans.
Under the fair value-based method, compensation cost is measured at the grant
date based on the value of the award and is recognized in income over the
service period. FAS No. 123 encourages adoption of this method of accounting;
however, it also allows an entity to continue to measure compensation cost using
the method of accounting prescribed by APB Opinion No. 25 "Accounting for Stock
Issued to Employees" ("APB No. 25"). Entities electing to continue using the
accounting method in APB No. 25 must make pro forma disclosures of net income
and earnings per share as if the fair value-based method prescribed under FAS
No. 123 had been applied. The Corporation has elected to use this approach.
Under APB No. 25, the grant or
10
<PAGE> 13
exercise of stock options does not result in a charge against the Corporation's
earnings as long as the exercise price is not less than 100% of the fair market
value of the Common Stock.
Restricted stock will require a charge to earnings representing the value
of the benefit conferred, which, in the case of restricted stock, may be spread
over the restrictive period. Such charge is based on the market value of the
shares transferred at time of issuance.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL
OF AMENDMENTS TO THE 1992 STOCK INCENTIVE PLAN.
11
<PAGE> 14
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, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION(1)
---------------------------------------------------
SECURITIES
ANNUAL COMPENSATION RESTRICTED UNDERLYING ALL OTHER
NAME AND -------------------------- STOCK AWARDS($) OPTIONS/SARS(#) COMPENSATION($)
PRINCIPAL POSITION YEAR SALARY($) BONUS($) (SEE NOTE 2.) (SEE NOTE 3.) (SEE NOTE 4.)
------------------ ---- --------- -------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
B. W. Rawlins, Jr. 1996 590,000 443,000 3,157,000 458,048 11,681
Chairman of the Board 1995 510,000 382,500 -- 61,685 10,798
and CEO of Corporation 1994 480,000 100,000 -- 109,263 15,760
and Vice Chairman and
CEO of UPNB
J. A. Gurley 1996 144,000 43,000 -- 10,443 13,876
Executive Vice President 1995 140,000 21,000 -- 1,500 12,903
of Corporation and UPNB 1994 137,450 15,000 -- 1,500 12,474
J. W. Moore 1996 380,000 285,000 2,367,750 190,366 9,559
President and Chief 1995 320,000 240,000 -- 50,149 8,871
Operating Officer of 1994 290,000 60,000 -- 5,000 13,417
Corporation
J. W. Parker 1996 200,000 96,000 789,250 72,660 12,204
Executive Vice President 1995 175,000 70,000 -- 8,965 11,575
and CFO of Corporation 1994 166,004 35,000 -- 8,563 12,035
and UPNB
M. K. Walters 1996 165,000 80,000 394,625 39,885 12,579
Senior Vice President, 1995 135,000 54,000 -- 10,298 9,584
Treasurer, and Chief 1994 121,917 35,000 -- 6,704 9,196
Accounting Officer of
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.
(2) Restricted shares were granted to the named executives in 1996 under the
"Long Term Incentive Plan" approved by shareholders in 1992. The value of
shares vesting in 1996 was zero. Shares may vest over 12 years in annual
amounts of 7,333; 5,500; 1,833; and 916 shares, respectively, for the named
executives and are subject to forfeiture for certain conditions. All shares
not forfeited will earn dividends to the extent dividends are paid on
common shares. Should all shares have been fully vested in 1996, and based
on December 31, 1996 market value, the aggregate value for each executive
would have been $3,432,000; $2,574,000; $858,000; and $429,000,
respectively, for the named executives. The value of shares vesting each
year may vary. The restricted stock awards in 1996 represent one-time
awards made for overall
12
<PAGE> 15
performance over the past five years including successful completion of
several key acquisitions and to ensure their continued employment with the
Corporation.
(3) 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.
(4) "All Other Compensation" for 1996 consists of the following various
components. Employee stock ownership plan contributions on behalf of the
employees as follows: $5,454, B. W. Rawlins; $5,236, J. A. Gurley; $5,454,
J. W. Moore; $5,454, J. W. Parker; and $5,454, M. K. Walters. 401(k) plan
contributions on behalf of the same employees, respectively, are as
follows: $6,227; $8,640; $4,105; $6,750; and $7,125.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------
NUMBER OF % OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO
GRANTED (#) EMPLOYEES IN EXERCISE OR GRANT DATE VALUE(5)
NAME (2) FISCAL YEAR BASE PRICE($/SH) EXPIRATION DATE ($)
---- ------------- ------------ ---------------- --------------- -------------------
<S> <C> <C> <C> <C> <C>
B. W. Rawlins, Jr. 87,707(3) 28.3% 30.875 02-15-06 625,351
7,463(1) 30.75 01-17-99 30,598
15,853(1) 30.75 02-28-01 84,496
34,779(1) 30.75 05-20-03 222,238
7,764(1) 30.75 02-08-04 51,864
27,931(1) 30.75 05-27-04 189,093
3,821(1) 30.75 02-20-05 26,900
6,604(1) 34.75 01-17-99 28,529
14,028(1) 34.75 02-28-01 89,499
30,776(1) 34.75 05-20-03 243,746
6,870(1) 34.75 02-08-04 57,502
24,716(1) 34.75 05-27-04 211,569
3,381(1) 34.75 02-20-05 30,395
10,355(1) 34.75 04-26-05 93,816
176,000(4) 35.875 10-18-06 1,705,440
J. A. Gurley 3,881(3) .6% 29.75 01-23-06 26,701
922(1) 39.25 01-21-03 7,994
4,733(1) 39.25 07-14-03 42,692
608(1) 39.25 02-08-04 5,733
299(1) 39.25 02-20-05 3,014
J. W. Moore 58,366(3) 11.8% 30.875 02-15-06 416,150
132,000(4) 35.875 10-18-06 1,279,080
J. W. Parker 7,002(1) 4.5% 31.375 09-03-97 23,037
13,882(3) 29.75 01-23-06 95,508
44,000(4) 35.875 10-18-06 426,360
7,776(1) 39.875 09-03-97 21,540
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------
NUMBER OF % OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO
GRANTED (#) EMPLOYEES IN EXERCISE OR GRANT DATE VALUE(5)
NAME (2) FISCAL YEAR BASE PRICE($/SH) EXPIRATION DATE ($)
---- ------------- ------------ ---------------- --------------- -------------------
<S> <C> <C> <C> <C> <C>
M. K. Walters 8,392(3) 2.5% 29.75 01-23-06 57,737
785(1) 30.75 01-21-03 4,906
776(1) 30.75 02-08-04 5,184
764(1) 30.75 02-20-05 5,379
2,082(1) 34.75 01-21-03 16,136
733(1) 34.75 07-12-03 5,864
1,374(1) 34.75 02-08-04 11,500
2,303(1) 34.75 06-01-04 19,714
676(1) 34.75 02-20-05 6,077
22,000(4) 35.875 10-18-06 213,180
</TABLE>
- ---------------
(1) Options granted in 1996 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, one
month 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 1996 have an exercise price equal to the underlying
stock's fair market value on the grant date.
(3) Options granted in 1996 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.
(4) Options granted in 1996 which vest 1/3 six months after the date of grant,
an additional 1/3 18 months after the date of grant, and the final 1/3 30
months after the date of grant.
(5) Present values were calculated using the Black-Scholes option pricing model.
The model is a mathematical formula which is widely used and accepted for
valuing traded stock options. There is no assurance that the values
generated by the model will actually be realized. The actual value, if any,
an executive may realize will depend on the excess of the stock price over
the exercise price at the date of exercise. The model was applied using the
individual grant dates and the exercise price and fair market value of the
Corporation's Common Stock on the grant date. It also assumed: (i) a
risk-free rate of return based on the yield on a U. S. Government Zero
Coupon bond with a term equal to the term of the stock grant which ranged
from 5.09% to 7.09%; (ii) stock price volatility calculated using weekly
closing prices of the Common Stock of the Corporation for a one-year period
ending on the grant date which ranged from 15.44% to 19.51%; (iii) a
constant dividend yield on the respective grant dates based on the
quarterly cash dividend rate per share paid by the Corporation on its
Common Stock; and (iv) that the options would be exercised on the final day
of their ten-year term. No discount from the theoretical value was taken to
reflect the one-year waiting period prior to vesting, the restrictions on
the transfer of the options, and the likelihood that the options will be
exercised in advance of the final day of their term.
14
<PAGE> 17
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
SHARES FY-END (#) FY-END ($)(2)
ACQUIRED ON VALUE --------------- -------------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
(#)(1) ($) UNEXERCISABLE UNEXERCISABLE
NAME -------------- -------- --------------- -------------------
<S> <C> <C> <C> <C>
B. W. Rawlins, Jr.................. 222,435 $929,637 --/406,561 --/2,398,440
J. A. Gurley....................... 9,755 $125,309 --/ 11,943 --/ 58,962
J. W. Moore........................ -- -- 80,570/221,497 1,235,719/1,377,803
J. W. Parker....................... 18,827 $148,604 6,044/ 68,658 81,317/ 312,034
M. K. Walters...................... 10,862 $ 44,841 --/ 40,560 --/ 222,965
</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, 1996 ($39.00 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, 1996.
EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE OF CONTROL
ARRANGEMENTS
The Corporation is a party to employment agreements with B. W. Rawlins,
Jr., and J. W. Moore. Those employment agreements, originally effective as of
December 1, 1989, provide for minimum base salaries for Mr. Rawlins and Mr.
Moore of $290,000 and $190,000, respectively, and entitle Messrs. Rawlins and
Moore to receive certain other employee benefits and participate in incentive
bonus, stock option, and deferred compensation plans.
On December 31 of each year the terms of such contracts are 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.
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.,
15
<PAGE> 18
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 five
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 tries to preserve
the tax deductibility of all executive compensation while maintaining
flexibility with respect to the Corporation's compensation programs as described
in this report. Consistent with this intention, the Committee has established
the Union Planters Corporation Senior Management Performance Incentive Plan and
the Board of Directors has approved, subject to shareholder approval, amendments
to the 1992 Stock Incentive Plan. Awards under the Performance Incentive Plan
and option grants under the Amended 1992 Plan are intended to qualify as
performance-based compensation as defined under Section 162(m) of the Code.
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 based on
similarity of the surveyed financial institutions to the Corporation in terms of
size, geographic region,
16
<PAGE> 19
scope of services, and return on assets/return on equity. In 1996, base salary
of the named executive officers was generally at 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 1996 ROE performance met or exceeded the ROE targets established by the
Committee. With respect to participating executives other than the CEO and the
COO, the CEO then has discretion to increase or decrease the actual bonus by up
to 50% based on an executive's actual performance. With respect to the CEO and
the COO, the Committee has discretion only to decrease the actual bonus payment.
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 and restricted
stock 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 1996, options and restricted stock were granted to the executive
officers based on their positions and a subjective assessment of individual
performances. 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.
1996 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.
17
<PAGE> 20
Base Salary
The Committee increased Mr. Rawlins' base salary for the year 1996 from
$510,000 to $590,000 which represented about a 16% increase. This level
positioned his base salary at 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 1996 exceeded the ROE targets previously established by the
Committee. Based on 1996 performance, the Committee decided to award Mr. Rawlins
$443,000.
Long-term Incentives
For 1996, the Committee awarded 87,707 options to Mr. Rawlins as part of
the Corporation's annual granting program. 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. The
Committee also made a one-time award to Mr. Rawlins of restricted stock which
vests over twelve years at 7,333 shares per year and a stock option grant of
176,000 shares.
SALARY AND BENEFITS COMMITTEE
Marvin E. Bruce, Chair
Albert M. Austin
George W. Bryan
James E. Harwood
Mike P. Sturdivant
18
<PAGE> 21
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, 1991.
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
---------------------------------------------------------------
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Union Planters 100.00 174.16 185.66 160.04 235.35 320.40
S & P 500 100.00 107.61 118.41 120.01 164.95 202.73
NYSE Financial
Indicator 100.00 116.30 125.56 113.39 158.82 203.36
</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
19
<PAGE> 22
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 a nonqualified savings plan. The plan credits
interest annually equal to the greater of 120% of the mid-term Applicable
Federal Rate or the Union Planters Corporation common stock total investment
return. In addition, the Corporation matches amounts deferred with a 25% company
contribution. 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 1996 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 3% of shareholders' equity as of December 31, 1996.
Included in related-party loans is a $5.5 million loan made in 1986 to a
partnership in which S. L. Wilson, a director and brother-in-law of J. W. Moore,
is a partner. Mr. Wilson was not a director of the Corporation and Mr. Moore was
not an executive officer at the time the loan was made. The loan was structured
as a nonrecourse tax-exempt loan as part of a real estate workout of a problem
credit originally made in 1983 by one of the Corporation's subsidiary banks to
an unrelated borrower. The workout loan was made in the ordinary course of
business on substantially the same terms, including interest rates and
collateral requirements, as those prevailing at the time for comparable
transactions. The tax-exempt loan bears interest at a rate of 6 1/2% per annum
and is nonrecourse except for a guaranty of $500,000 of the aggregate principal
amount. The loan has performed as required over the past ten years; however,
during 1996 because of significant depreciation in the value of the collateral,
the loan was written down by $2 million and the remaining $3.4 million balance
was placed on nonaccrual status, although the loan is not in default. Management
anticipates that the borrowers will perform on all their personal obligations
under the terms and conditions of the loan and other arrangements.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 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, except that P. S. Lewis, Jr., failed to file on a timely
basis an initial statement of beneficial ownership on Form 3.
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
20
<PAGE> 23
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
1998 Annual Meeting of Shareholders must be received in writing by the
Corporation at the corporate offices no later than November 12, 1997.
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,
1996, WHICH INCLUDES FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES,
WHICH IS REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY
CONTACT THE CORPORATE MARKETING DIVISION, AT P. O. BOX 387, MEMPHIS, TENNESSEE,
38147, OR AT TELEPHONE NUMBER 901/580-6604.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ E. J. House, Jr.
--------------------
E. J. House, Jr.
Secretary
Memphis, Tennessee
March 14, 1997
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.
21
<PAGE> 24
EXHIBIT A
UNION PLANTERS CORPORATION
1992 STOCK INCENTIVE PLAN
AS AMENDED OCTOBER 17, 1996
1. Definitions. In this Plan, except where the context otherwise
indicates, the following definitions apply:
a) "Agreement" means the written agreement implementing a grant
of an Option or an Award of Restricted Stock under the Plan.
b) "Board" means the Board of Directors of the Company.
c) "Code" means the Internal Revenue Code of 1986, as amended.
d) "Committee" means the committee referred to in Section 3.
Unless otherwise determined by the Board, the Stock Option
Committee of the Board shall be the Committee.
e) "Common Stock" means the authorized but unissued common stock,
par value $5, of the Company.
f) "Company" means Union Planters Corporation.
g) "Date of Exercise" means the date on which the Company
receives notice pursuant to Section 7 of the exercise of an
Option.
h) "Date of Grant" means the date on which an Option or
Restricted Stock is granted or awarded by the action of the
Committee.
i) "Director" means any person who is a director of the Company
or any Subsidiary.
j) "Director-Employee" means an Employee who is also a Director.
k) "Employee" means any person determined by the Committee to be
an employee of the Company or any Subsidiary, including
officers, Directors, and Director-Employees.
l) "Fair Market Value" of a share of Common Stock means the
amount equal to the closing price for a share of Common Stock
on the New York Stock Exchange as reported in THE WALL STREET
JOURNAL or, if the Common Stock is not traded on the New York
Stock Exchange, then the Fair Market Value of such Common
Stock as determined by the Committee pursuant to a reasonable
method adopted in good faith for such purpose.
m) "Incentive Stock Option" means an Option that qualifies as an
Incentive Stock Option under Section 422 of the Code.
n) "Nonstatutory Stock Option" means an Option which is not an
Incentive Stock Option.
o) "Officer" means any person who is an officer of the Company or
any Subsidiary.
p) "Option" means the right to purchase from the Company a
specified number of shares of Common Stock, which right shall
be designated as either an Incentive Stock Option or a
Nonstatutory Stock Option.
q) "Optionee" means an Employee to whom an Option or Restricted
Stock has been granted or awarded.
r) "Option Period" means the period during which an Option may be
exercised.
<PAGE> 25
s) "Option Price" means the price per share at which an Option
may be exercised.
t) "Plan" means the Union Planters Corporation 1992 Stock
Incentive Plan.
u) "Reload Option" means an Option granted to an Optionee upon
the surrender of shares of Common Stock in payment of an
Option Price upon the exercise of an Option. The Option Price
for any Reload Option shall be the Fair Market Value at the
date the Common Stock is surrendered as payment pursuant to
Section 3(d) (iv). Other terms of the Reload Option shall be
the same as contained in the Option Agreement relating to the
Option exercised.
v) "Restricted Stock" means shares of Common Stock awarded
pursuant to the provisions of Section 11.
w) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
x) "Subsidiary" means a corporation of which at least 50 percent
of the total combined voting power of all classes of stock is
held by the Company, either directly or through one or more
other Subsidiaries.
2. PURPOSE. The purposes of the Plan are: (1) to encourage stock ownership
by management and other key Employees in order to closely associate
their interests with the Company's shareholders by reinforcing the
relationship between Plan participants' rewards and shareholder gains;
(2) to maintain competitive compensation levels in order to continue to
attract highly talented persons; and (3) to provide an incentive to
management and other key Employees for continuous employment with the
Company or its Subsidiaries.
3. ADMINISTRATION The Plan shall be administered by the Committee, which
shall be appointed by the Board and consist of no fewer than three
disinterested members of the Board who (i) for at least one year prior
to serving on the Committee have not received, and who shall not during
their tenure on the Committee receive, any grant of stock options or
rights pursuant to the Plan or any other plan of the Company, except as
may be permitted for disinterested administrator status under Exchange
Act Rule 16b-3, and (ii) is not a current employee of the Company, is
not a former employee who receives compensation for prior services
(other than under a tax-qualified retirement plan), has not been an
officer of the Company, and does not receive remuneration from the
Company in any capacity other than as a director in accordance with the
requirements of Section 162(m) of the Code. The Board shall have the
power to fill vacancies on the Committee or to replace members of the
Committee with other members of the Board at any time. In addition to
any other powers granted to the Committee, it shall have the following
powers subject to the express provisions of the Plan:
a) subject to the provisions of Sections 4, 6, and 11, to
determine in its sole discretion the Employees to whom Options
or Restricted Stock shall be granted or awarded under the
Plan, the number of shares which shall be subject to each
Option or Restricted Stock grant, the terms upon which, the
times at which, and the periods within which such Options may
be acquired and exercised, and the terms and conditions of
Restricted Stock awards;
b) to grant Options to, and to award Restricted Stock to,
Employees selected by the Committee in its sole discretion;
c) to determine all other terms and provisions of each Agreement,
which need not be identical;
d) without limiting the foregoing, to provide in its sole
discretion in an Agreement:
i) for an agreement by the Optionee to render services
to the Company or a Subsidiary upon such terms and
conditions as are specified in the Agreement,
provided that the Committee shall not
2
<PAGE> 26
have the power to commit the Company or any
Subsidiary to employ or otherwise retain any
Optionee;
ii) for restrictions on the transfer, sale, or other
disposition of Common Stock issued to the Optionee
upon the exercise of an Option or for other
restrictions permitted by Section 11 with respect to
Restricted Stock;
iii) for an agreement by the Optionee to resell to the
Company, under specified conditions, Common Stock
issued upon the exercise of his Option or awarded as
Restricted Stock; and
iv) for the payment of the Option Price upon the exercise
of an Option otherwise than in cash, including
without limitation by delivery (including
constructive delivery) of shares of Common Stock
(other than Restricted Stock) valued at Fair Market
Value on the Date of Exercise of the Option, or by a
combination of cash and shares of Common Stock;
v) for the automatic issuance of a Reload Option for the
same number of shares delivered as payment (or
partial payment) of the Option Price as provided in
Section 3(d)(iv) above and, to the extent authorized
by the Committee, for the number of shares used to
satisfy any tax withholding requirement incident to
the exercise of an Option as provided for in Section
12. The number of shares covered by a Reload Option
shall not exceed (1) the number of shares, if any,
surrendered as payment or (2) the number of shares
remaining available for granting under the Plan,
whichever shall be less. No Reload Options shall
issue to an Optionee who exercises any Option
pursuant to the terms of this Plan following
termination of his employment.
e) to construe and interpret the Agreements and the Plan;
f) to require, whether or not provided for in the pertinent
Agreement, of any person acquiring or exercising an Option or
acquiring Restricted Stock, at the time of such exercise or
acquisition, the making of any representations or agreements
which the Committee may deem necessary or advisable in order
to comply with the securities and tax laws of the United
States or of any state; and
g) to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan.
Any determinations or actions made or taken by the Committee
pursuant to this Section shall be binding and final.
4. ELIGIBILITY. Participants in the Plan shall be selected by the
Committee from key Employees occupying responsible managerial or
professional positions and who have the ability to make a substantial
contribution to the success of the Company. In making this selection
and in determining the form and amount of grants and awards, the
Committee shall consider any factors deemed relevant, including the
individual's functions, responsibilities, value of services to the
Company or to its Subsidiaries, and past and potential contributions to
the Company's profitability and sound growth. Members of the Committee
shall not be eligible to receive awards or grants under the Plan during
their tenure on the Committee.
Options and Restricted Stock may be granted only to Employees;
provided, however, that Directors who are not also full-time employees
shall not be eligible to receive Incentive Stock Options. An Employee
who has been granted an Option or Restricted Stock may be granted
additional Options and Restricted Stock.
5. STOCK SUBJECT TO THE PLAN. There is hereby reserved for issuance upon
the exercise of Options granted under the Plan or the award of
Restricted Stock under the Plan an aggregate of 6,000,000 shares of
Common Stock. If an Option granted under the Plan expires or terminates
for any reason without having been fully exercised
3
<PAGE> 27
or if shares of Restricted Stock granted under the Plan are forfeited,
the unpurchased shares of Common Stock which had been subject to such
Option at the time of its expiration or termination or the forfeited
shares of Restricted Stock, as the case may be, shall become available
for awards by the Committee of other Options or Restricted Stock under
the Plan. The total number of shares of Common Stock available to grant
to any one Optionee will not exceed 20% of the total shares subject to
grant.
6. OPTIONS.
a) Each Option grant shall be evidenced by an Agreement, which
shall indicate whether the Option is intended to be a
Nonstatutory Stock Option or an Incentive Stock Option.
b) The Option Price shall be determined by the Committee, but in
no event shall the Option Price be less than the greater of
the Fair Market Value of the Common Stock determined as of the
Date of Grant or the par value of the Common Stock.
c) The Option Period shall be determined by the Committee and
specifically set forth in the Agreement; provided, however,
than an Option shall not be exercisable after ten years from
the Date of Grant.
d) To the extent that the aggregate fair market value (determined
on the date the Option is granted) of Common Stock with
respect to which an Incentive Stock Option is exercisable for
the first time by any Optionee during any calendar year
exceeds $100,000, such Option shall be treated as a
Nonstatutory Stock Option.
e) All Incentive Stock Options granted under the Plan shall
comply with the provisions of the Code governing incentive
stock options, and with all other applicable rules and
regulations.
f) The Committee may permit the Optionee to defer the issue or
transfer of Common Stock which would otherwise be issued or
transferred to such Optionee upon exercise of the Option. Such
deferral shall be at a time, in an amount, and in a manner
that is in accordance with the terms and conditions
established by the Committee.
7. EXERCISE OF OPTIONS. An Option shall, subject to the provisions of the
Agreement under which it was granted, be exercised in whole or in part
by the delivery to the Company of written notice of the exercise, in
such form as the Committee may prescribe, accompanied by full payment
for the Common Stock with respect to which the Option is exercised.
8. NONTRANSFERABILITY. Incentive Stock Options granted under the Plan
shall not be transferable otherwise than by will or the laws of descent
and distribution. Nonstatutory Stock Options granted under the Plan
shall not be transferable otherwise than by will or the laws of descent
and distribution, except as provided by the Committee and specified in
the Agreement.
9. DEATH OF OPTIONEE. Upon the death of an Optionee, any Option
exercisable on the date of death may be exercised by the Optionee's
estate or by a person who acquires the legal right to exercise such
Option by bequest or inheritance or otherwise, provided that such
exercise occurs within one year following date of death and within the
remaining Option Period. The provisions of this Section shall apply
notwithstanding the fact that the Optionee's employment may have
terminated prior to death, but only to the extent of any Options
exercisable on the date of death.
10. RETIREMENT, DISABILITY, AND OTHER TERMINATION. Notwithstanding the
designation of an Option in an Agreement as an Incentive Stock Option,
the tax treatment available pursuant to Section 422 of the Code upon
the exercise of an Incentive Stock Option is not available to an
Optionee who exercises any Incentive
4
<PAGE> 28
Option more than (i) 12 months after the date of termination of
employment due to permanent disability or (ii) three months after the
date of termination of employment due to retirement or for other
reasons.
11. RESTRICTED STOCK AWARDS. Restricted Stock awards under the Plan shall
consist of shares of Common Stock granted to an Employee that are
restricted against transfer, subject to forfeiture, and subject to
other terms and conditions intended to further the purpose of the Plan
as determined by the Committee. Restricted Stock awards shall be
evidenced by Agreements containing provisions setting forth the terms
and conditions governing such awards. Each such Agreement must contain
the following:
a) prohibitions against the sale, assignment, transfer, exchange,
pledge, hypothecation, or other encumbrance of (i) the shares
awarded as Restricted Stock, (ii) the right to vote such
shares, and (iii) the right to receive dividends thereon
during the restriction period applicable to such shares;
provided, however, that the Optionee shall have all the other
rights of a stockholder including, but not limited to, the
right to receive dividends and the right to vote such shares;
b) at least one term, condition, or restriction constituting a
"substantial risk of forfeitures" as defined in Section 83(c)
of the Code;
c) such other terms, conditions, and restrictions as the
Committee in its discretion chooses to apply to the stock
(including, without limitation) provisions creating additional
substantial risks of forfeiture);
d) a requirement that each certificate representing shares of
Restricted Stock shall be deposited with the Company, or its
designee, and shall bear the following legend:
This certificate and shares of stock represented
hereby are subject to the terms and conditions
(including forfeiture and restrictions against
transfer) contained in the Union Planters Corporation
1992 Stock Incentive Plan and an Agreement entered
into between the registered owner and Union Planters
Corporation. Release from such terms and conditions
shall be made only in accordance with the provisions
of the Plan and the Agreement, a copy of each of
which is on file in the office of the Treasurer of
Union Planters Corporation.
e) the applicable period or periods of any terms, conditions, or
restrictions applicable to the Restricted Stock; provided,
however, that the Committee in its discretion may accelerate
the expiration of the applicable restriction period with
respect to any part or all of the shares awarded to an
Optionee; and
f) the terms and conditions upon which any restrictions upon
shares of Restricted Stock awarded shall lapse and new
certificates free of the foregoing legend shall be issued to
the Optionee or his legal representative.
The Committee may include in an Agreement that in the
event of an Optionee's termination of employment for any
reason prior to the lapse of restrictions, all shares of
Restricted Stock shall be forfeited by such Optionee to the
Company without payment of any consideration by the Company,
and neither the Optionee nor any successors, heirs, assigns,
or personal representatives of such Optionee shall thereafter
have any further rights or interest in such shares or
certificates.
12. WITHHOLDING TAXES. Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under the Plan, the Company
shall have the right to require the Optionee to remit to the Company
cash or Common Stock in an amount sufficient to satisfy any federal,
state and/or local withholding tax requirements prior to the delivery
of any certificate or certificates for such shares. Alternatively, the
Company may issue or transfer such shares of Common Stock net of the
number of shares sufficient to satisfy the withholding tax
requirements. For withholding tax purposes, the shares of Common Stock
shall be valued on
5
<PAGE> 29
the date the withholding obligation is incurred. All Optionees shall
have the right under the Plan to elect to pay withholding taxes in
cash, to have shares of Common Stock withheld, or to deliver previously
owned shares to satisfy withholding tax requirements upon the exercise
of an Option granted under the Plan or upon the acquisition of
Restricted Stock free of prior restrictions.
13. CAPITAL ADJUSTMENTS. The number and class of shares subject to each
outstanding Option or Restricted Stock grant, the Option Price, and the
aggregate number and class of shares for which awards thereafter may be
made shall be subject to such adjustment, if any, as the Committee in
its discretion deems appropriate to reflect such events as stock
dividends, stock splits, recapitalizations, mergers, consolidations, or
reorganizations of or by the Company; provided, however, that any such
adjustment shall not materially increase the benefits accruing to Plan
participants.
14. TERMINATION OR AMENDMENT. The Board shall have the power to terminate
the Plan and to amend it in any respect, provided, however, that after
the Plan has been approved by the stockholders of the Company, no
amendment of the Plan shall be made by the Board without approval of
the Company's stockholders to the extent stockholder approval of such
amendment is required by applicable law or regulation or the
requirements of the principal exchange or interdealer quotation system
on which the Common Stock is then listed or quoted. Unless required by
applicable law or governmental regulations, no termination or amendment
of the Plan shall adversely affect the rights or obligations of the
holder of any Option or Restricted Stock granted under the Plan without
his consent.
15. MODIFICATION, EXTENSION, RENEWAL AND SUBSTITUTION OF OPTIONS. Subject
to the terms and conditions and within the limitations of the Plan, the
Committee may modify, extend, or renew outstanding Options granted
under the Plan. Notwithstanding the foregoing, however, no modification
of an Option under the Plan shall, without the consent of the Optionee,
alter or impair any of such Optionee's rights or obligations, unless
required by applicable law or governmental regulations. Anything
contained herein to the contrary notwithstanding, Options may, at the
discretion of the Committee, be granted under this Plan in substitution
for options to purchase shares of capital stock of another corporation
which is merged into, consolidated with, or all or a substantial
portion of the property or stock of which is acquired by, the Company
or a Subsidiary. The terms and conditions of the substitute options so
granted may vary from the terms and conditions set forth in this Plan
to such extent as the Committee may deem appropriate in order to
conform, in whole or in part, to the provisions of the options in
substitution for which such Options are granted. Such Options shall not
be counted toward the (20%) share limit set forth in the last sentence
in Section 5, except to the extent it is determined by the Committee
that counting such Options is required in order for the grants of such
Options hereunder to be eligible to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code and the
rules and regulations thereunder.
16. EFFECTIVENESS OF THE PLAN. Following adoption by the Board, the Plan
shall take effect on the date approved by the stockholders of the
Company. Notwithstanding any provision to the contrary, all Options and
Restricted Stock shall be without force or effect unless the Plan shall
have been approved by the stockholders of the Company. Any Plan
amendments which require stockholder approval pursuant to Section 14
are subject to approval by vote of the stockholders of the Company
within 12 months after their adoption by the Board. Subject to such
approval, any such amendments shall be effective on the date on which
they are adopted by the Board. Options and Restricted Stock which are
dependent upon stockholder approval of a Plan amendment may be granted
prior to such approval, but shall be subject to such approval. The date
on which any Option or Restricted Stock grant dependent upon
stockholder approval of a Plan amendment is effective shall be the Date
of Grant for all purposes as if the Option or Restricted Stock grant
had not been subject to such approval; however, no Option or Restricted
Stock granted may be exercised prior to such stockholder approval.
6
<PAGE> 30
17. TERM OF THE PLAN. Unless sooner terminated by the Board pursuant to
Section 14, the Plan shall terminate on the date ten years after its
adoption by the Board, and no Options or Restricted Stock may be
granted after termination. The termination shall not affect the
validity of any Option or Restricted Stock outstanding on the date of
termination.
18. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
indemnification as they may have as Directors or as members of the
Committee, the members of the Committee shall be indemnified by the
Company against the reasonable expenses, including attorneys' fees,
actually and reasonably incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein,
to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any
Option or Restricted Stock granted or awarded hereunder, and against
all amounts reasonably paid by them in settlement thereof or paid by
them in satisfaction of a judgment in any such action, suit or
proceeding, if such members acted in good faith and in a manner which
they believed to be in, and not opposed to, the best interests of the
Company.
19. GENERAL PROVISIONS.
a) The establishment of the Plan shall not confer upon any
Employee any legal or equitable right against the Company or
the Committee except as expressly provided in the Plan.
b) The Plan does not constitute inducement or consideration for
the employment of any Employee, nor is it a contract between
the Company and any Employee. Participation in the Plan shall
not give any Employee any right to be retained in the employ
of the Company. The Company retains the right to hire and
discharge any Employee at any time, with or without cause, as
if the Plan had never been adopted.
c) The interests of any Employee under the Plan are not subject
to the claims of creditors and may not in any way be assigned,
alienated, or encumbered.
d) The Plan shall be governed, construed, and administered in
accordance with the laws of the state of Tennessee and in
accordance with the intention of the Company that Incentive
Stock Options granted under the Plan qualify as such under
Section 422 of the Code, and that Options granted under the
Plan to Officers and Directors who are subject to Section 16
of the Exchange Act qualify as exempt transactions under
Exchange Act Rule 16b-3.
e) Each award under the Plan shall be subject to the requirement
that, if at any time the Committee shall determine that (i)
the listing, registration or qualification of the shares of
Common Stock subject or related thereto upon any securities
exchange or under any state or federal law, or (ii) the
consent or approval of any government regulatory body, or
(iii) an agreement by the Optionee with respect to the
disposition of shares of Common Stock is necessary or
desirable as a condition of, or in connection with, the
granting of such award or the issue or purchase of shares of
Common Stock thereunder, such award may not be consummated in
whole or in part unless such listing, registration,
qualification, consent, approval, or agreement shall have been
effected or obtained free of any conditions not acceptable to
the Committee.
ORIGINAL PLAN APPROVAL: AMENDMENT NO. 1 APPROVAL:
Board of Directors - February 20, 1992 Board of Directors - October 17, 1996
Shareholders - April 23, 1992 Shareholders -
7
<PAGE> 31
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, JAMES F. SPRINGFIELD, 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 18, 1997 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 17, 1997 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.)
<TABLE>
<S> <C> <C> <C>
CLASS I CLASS II CLASS III
M. E. Bruce D. F. Schuppe E. H. Bailey P. S. Lewis, Jr.
J. E. Harwood S. L. Wilson
S. D. Overton
</TABLE>
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 AMENDMENTS TO THE 1992 STOCK 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.
(over)
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: , 1997
------------------------
-------------------------------
SIGNATURE OF SHAREHOLDER(S)
-------------------------------
SIGNATURE OF SHAREHOLDER(S)
