UNION PLANTERS CORP, S-4, 1998-11-19

UNION PLANTERS CORP
S-4, 1998-11-19
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
As filed with the Securities and Exchange Commission on November 19, 1998
Registration No. 333- ______________
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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

UNION PLANTERS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
TENNESSEE 6712 62-0859007
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
</TABLE>
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 580-6000

(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

E. JAMES HOUSE, JR.
SECRETARY AND MANAGER OF THE LEGAL DEPARTMENT
UNION PLANTERS CORPORATION
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 580-6596

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

WITH COPIES TO:

<TABLE>
<S> <C> <C>
FRANK M. CONNER III JORGE I. TRIAY RAMON E. RASCO
ALSTON & BIRD LLP PRESIDENT AND CHIEF EXECUTIVE OFFICER RASCO, REININGER & PEREZ PA
NORTH BUILDING, 11TH FLOOR READY STATE BANK 5200 BLUE LAGOON DRIVE, SUITE 700
601 PENNSYLVANIA AVENUE, N.W. 3700 WEST 12TH AVENUE MIAMI, FLORIDA 33126
WASHINGTON, D.C. 20004 HIALEAH, FLORIDA 33012 (305) 261-0500
(202) 756-3300 (305) 823-3700
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:

As soon as practicable after the merger described in this Registration Statement
becomes effective.

If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE (2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$5.00 par value (and associated 3,214,321 shares $17.35 $55,768,372 $15,504
Preferred Share Rights)
======================================================================================================================
</TABLE>

(1) This Registration Statement covers the maximum number of
shares of the common stock of the Registrant which is
expected to be issued in connection with the merger.

(2) Estimated solely for purposes of calculating the registration
fee and based, pursuant to Rule 457 (f) under the Securities
Act of 1933, as amended, on the book value of the shares of
common stock of Ready State Bank.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE TIME UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), SHALL
DETERMINE.
================================================================================

<PAGE> 2

PROXY STATEMENT
FOR THE SPECIAL MEETING PROSPECTUS
OF STOCKHOLDERS OF UNION PLANTERS CORPORATION
READY STATE BANK

The board of directors of Ready State Bank has unanimously approved the
acquisition of Ready State by Union Planters Corporation, a multi-state bank
holding company headquartered in Memphis, Tennessee by means of the merger of
Ready State into a subsidiary bank of Union Planters.

In the proposed merger, Union Planters will issue up to 3,214,321 shares
of Union Planters common stock in exchange for shares of Ready State common
stock. Union Planters common stock is traded on the New York Stock Exchange
("NYSE") under the symbol "UPC."

The number of Union Planters shares ultimately issued will be based on
the total number of outstanding shares of Ready State common stock at the time
of the merger and the market price of Union Planters common stock during a
specified trading period immediately prior to completing the merger. For more
information about what you will receive if the merger is completed, see "SUMMARY
- - What Ready State Stockholders Will Receive in the Merger" on page 3 of this
proxy statement-prospectus.

In addition, we will ask you to terminate the stockholders' agreement to
which you are a party to permit the merger to go forward.

The special meeting of Ready State stockholders will be held on
____________, 1998 at ____________, _______________, at _______________. At the
special meeting, we will ask Ready State stockholders to approve the merger, as
well as the amended and restated agreement and plan of reorganization and the
related plan of merger which set forth the terms of the acquisition of Ready
State by Union Planters. We cannot complete the merger unless Ready State
stockholders approve it.

The date of this proxy statement-prospectus is November ___, 1998. It is
first being mailed to stockholders of Ready State Bank on November ____,
1998.

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NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THE SHARES OF UNION PLANTERS COMMON STOCK TO BE ISSUED IN THE
MERGER OR DETERMINED IF THIS PROXY STATEMENT-PROSPECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SHARES OF UNION PLANTERS COMMON STOCK ARE NOT DEPOSITS, SAVINGS ACCOUNT
OR OTHER OBLIGATIONS OF A DEPOSITARY INSTITUTION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
- --------------------------------------------------------------------------------

<PAGE> 3

PLEASE NOTE

We have not authorized anyone to provide you with any information other
than the information included in this document and the documents we refer you
to. If someone provides you with other information, please do not rely on it as
being authorized by us.

This proxy statement-prospectus has been prepared as of _________, 1998.
There may be changes in the affairs of Union Planters or Ready State since that
date which are not reflected in this document.

As used in this proxy statement-prospectus, the terms "Union Planters"
and "Ready State" refer to Union Planters Corporation and Ready State Bank,
respectively, and, where the context requires, to Union Planters and Ready State
and their respective subsidiaries.

HOW TO OBTAIN ADDITIONAL INFORMATION

THIS PROXY STATEMENT-PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND
FINANCIAL INFORMATION ABOUT UNION PLANTERS THAT IS NOT INCLUDED IN OR DELIVERED
WITH THIS DOCUMENT. THIS INFORMATION IS DESCRIBED ON PAGE 107 UNDER "WHERE YOU
CAN FIND MORE INFORMATION." YOU CAN OBTAIN FREE COPIES OF THIS INFORMATION BY
WRITING OR CALLING:

<TABLE>
<S> <C>
E. James House, Jr.
Secretary and Manager of the Legal Department
UNION PLANTERS CORPORATION
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(Telephone: (901) 580-6584)
</TABLE>

IN ORDER TO OBTAIN TIMELY DELIVERY OF THE DOCUMENTS, YOU MUST REQUEST THE
INFORMATION BY _________, 1998.

<PAGE> 4

TABLE OF CONTENTS
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Page
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SUMMARY......................................................................................................1

The Companies...........................................................................................1
The Merger..............................................................................................2
What Ready State Stockholders Will Receive in the Merger................................................3
Effect of the Merger on Ready State Options.............................................................4
Ownership of Union Planters After the Merger............................................................4
Dissenters' Rights......................................................................................4
Certain Federal Income Tax Consequences of the Merger...................................................5
Comparative Market Prices of Common Stock...............................................................5
Our Reasons for the Merger..............................................................................6
Fairness Opinion of Ready State's Financial Advisor.....................................................6
Termination of Stockholders' Agreement..................................................................6
Special Meeting of Stockholders.........................................................................6
Voting Rights at the Special Meeting....................................................................7
Our Recommendation to Stockholders......................................................................7
Stockholder Vote Required to Approve the Merger and the Termination
of the Stockholders' Agreement....................................................................7
Share Ownership of Management and Certain Stockholders..................................................7
Interests of Certain Persons in the Merger That May Be Different from Yours.............................8
Effective Time..........................................................................................8
Exchange of Stock Certificates..........................................................................8
Regulatory Approval and Other Conditions................................................................9
Waiver, Amendment, and Termination......................................................................9
Accounting Treatment...................................................................................10
Certain Differences in Stockholders' Rights............................................................10
Termination Fee Agreement..............................................................................11
Historical and Pro Forma Comparative Per Share Data....................................................11
Selected Financial Data................................................................................13

INTRODUCTION................................................................................................18

SPECIAL MEETING OF READY STATE STOCKHOLDERS.................................................................18

Date, Place, Time, and Purpose.........................................................................18
Record Date, Voting Rights, Required Vote, and Revocability of Proxies.................................18
Solicitation of Proxies................................................................................20
Dissenters' Rights.....................................................................................20
Recommendation.........................................................................................22

DESCRIPTION OF TRANSACTION..................................................................................22

The Merger.............................................................................................22
What Ready State Stockholders Will Receive in the Merger...............................................23
</TABLE>

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<PAGE> 5

<TABLE>
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Effect of the Merger on Ready State Options............................................................24
Certain Federal Income Tax Consequences of the Merger..................................................25
Background of and Reasons for the Merger...............................................................27
Opinion of Ready State's Financial Advisor.............................................................30
Effective Time of the Merger...........................................................................36
Distribution of Union Planters Stock Certificates......................................................36
Conditions to Consummation of the Merger...............................................................37
Regulatory Approval....................................................................................39
Waiver, Amendment, and Termination.....................................................................40
Conduct of Business Pending the Merger.................................................................41
Management and Operations After the Merger.............................................................42
Interests of Certain Persons in the Merger.............................................................42
Accounting Treatment...................................................................................44
Expenses and Fees......................................................................................44
Resales of Union Planters Common Stock.................................................................44
Termination Fee Agreement..............................................................................46

EFFECT OF THE MERGER ON RIGHTS OF STOCKHOLDERS..............................................................48

Anti-Takeover Provisions Generally.....................................................................49
Authorized Capital Stock...............................................................................50
Preemptive Rights......................................................................................52
Amendment of Charter and Bylaws........................................................................52
Classified Board of Directors and Absence of Cumulative Voting.........................................53
Director Removal and Vacancies.........................................................................54
Limitations on Director Liability......................................................................54
Indemnification........................................................................................56
Special Meeting of Stockholders........................................................................58
Actions by Stockholders Without a Meeting..............................................................58
Stockholder Nominations and Proposals..................................................................59
Business Combinations..................................................................................59
Limitations on Ability to Vote Stock...................................................................64
Dissenters' Rights of Appraisal........................................................................64
Stockholders' Rights to Examine Books and Records......................................................65
Dividends..............................................................................................65

COMPARATIVE MARKET PRICES AND DIVIDENDS.....................................................................66

BUSINESS OF READY STATE.....................................................................................68

General................................................................................................68
Business and Properties................................................................................68
Competition............................................................................................69
Legal Proceedings......................................................................................69
</TABLE>

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<PAGE> 6

<TABLE>
<S> <C>
Management.............................................................................................70
Employee Benefit Plans.................................................................................71
Transactions with Management...........................................................................72

VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS OF READY STATE.................................................72

READY STATE MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............................................................72

Year 2000 Issue........................................................................................89

BUSINESS OF UNION PLANTERS..................................................................................90

General................................................................................................90
Recent Developments....................................................................................91

CERTAIN REGULATORY CONSIDERATIONS...........................................................................95

General................................................................................................95
Payment of Dividends...................................................................................97
Capital Adequacy.......................................................................................98
Support of Subsidiary Institutions....................................................................100
Prompt Corrective Action..............................................................................100

DESCRIPTION OF UNION PLANTERS CAPITAL STOCK................................................................103

Union Planters Common Stock...........................................................................103
Union Planters Preferred Stock........................................................................104

PROPOSED TERMINATION OF STOCKHOLDERS' AGREEMENT............................................................105

OTHER MATTERS..............................................................................................106

STOCKHOLDER PROPOSALS......................................................................................106

EXPERTS....................................................................................................107

OPINIONS...................................................................................................107

WHERE YOU CAN FIND MORE INFORMATION........................................................................107
</TABLE>

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<PAGE> 7

APPENDICES:

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Appendix A -- Amended and Restated Agreement and Plan of Reorganization, dated as of
August 27, 1998 and amended and restated as of October 23, 1998, by and
among Ready State Bank, Union Planters Corporation, Union Planters
Holding Corporation, and Union Planters Bank, National Association

Appendix B -- Plan of Merger of Ready State Bank into and with Union Planters Bank,
National Association

Appendix C -- Opinion of Keefe, Bruyette & Woods, Inc.

Appendix D -- Section 658.44 of the Florida Banking Code, as amended, regarding
dissenters' rights

Appendix E -- Stockholders' Agreement, dated as of November 9, 1983, by and among
Ready State Bank and its Stockholders as amended by the Amendment
to Stockholders' Agreement, dated as of April 15, 1992, by and among
Ready State Bank and its Stockholders
</TABLE>

-(iv)-
<PAGE> 8

A WARNING ABOUT FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements about Union Planters
and Ready State and about Union Planters following the merger and other
acquisitions by Union Planters. These statements can be identified by our use of
words like "expect," "may," "could," "intend," "project," "estimate" or
"anticipate." These forward-looking statements reflect our current views, but
they are based on assumptions and are subject to risks, uncertainties and other
factors. These factors include the following:

(1) expected cost savings from the merger and the other acquisitions
cannot be fully realized;

(2) deposit attrition, customer loss, or revenue loss following the
merger and the other acquisitions is greater than expected;

(3) competitive pressure in the banking industry increases
significantly;

(4) costs or difficulties related to the integration of the businesses
of Union Planters and the institutions to be acquired are greater
than expected;

(5) changes in the interest rate environment reduce margins;

(6) general economic conditions, either nationally or regionally, are
less favorable than expected, resulting in, among other things, a
deterioration in credit quality;

(7) changes occur in the regulatory environment;

(8) changes occur in business conditions and inflation;

(9) changes occur in the securities markets; and

(10) disruptions of the operations of Union Planters, Ready State or
any of their subsidiaries, or any other governmental or private
entity as a result of the "Year 2000 Problem."

The forward-looking earnings estimates included in this proxy
statement-prospectus have not been examined or compiled by the independent
public accountants of Union Planters and Ready State, nor have our independent
accountants applied any procedures to our estimates. Accordingly, such
accountants do not express an opinion or any other form of assurance on them.
Further information on other factors that could affect the financial results of
Union Planters after the merger and the other acquisitions is included in the
SEC filings incorporated by reference in this proxy statement-prospectus.

<PAGE> 9

SUMMARY

This summary highlights selected information from this proxy
statement-prospectus and may not contain all of the information that is
important to you. You should carefully read this entire document and the other
documents we refer to in this document. These will give you a more complete
description of the transaction we are proposing. For more information about
Union Planters, see "WHERE YOU CAN FIND MORE INFORMATION" on page 107. We have
included page references in this summary to direct you to other places in this
proxy statement-prospectus where you can find a more complete description of the
topics we have summarized.

THE COMPANIES (SEE PAGE 68 FOR READY STATE, PAGE 90 FOR UNION PLANTERS)

Ready State Bank
3700 West 12th Avenue
Hialeah, Florida 33012
(305) 823-3700

Ready State is a Florida state bank headquartered in Hialeah, Florida.
The bank operates twelve branches in two counties in Florida. On September 30,
1998, Ready State had consolidated assets of approximately $621 million,
consolidated loans of approximately $314 million, consolidated deposits of
approximately $544 million, and consolidated stockholders' equity of
approximately $56 million.

Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 580-6000

Union Planters is a registered bank holding company incorporated in
Tennessee. Through Union Planters Bank, National Association, its principal bank
subsidiary, and various other banking and banking-related subsidiaries, Union
Planters provides a diversified range of financial services in the communities
in which it operates. It maintains 801 banking offices and 1,000 automated
teller machines.

Union Planters considers acquisitions an important part of its business
strategy and expects that they will continue to be important in the future.
During the period beginning January 1, 1994, and ending September 30, 1998,
Union Planters completed 43 acquisitions adding approximately $26.4 billion to
Union Planters' assets. Union Planters also has pending acquisitions to acquire
five financial institutions, in addition to Ready State, in four states, and an
agreement to purchase 56 branches and assume deposit liabilities of
approximately $1.8 billion in Indiana ("Indiana Branch Purchase"). These other
pending acquisitions had combined total assets of approximately $3.0 billion at
September 30, 1998.

On September 30, 1998, Union Planters had consolidated assets of
approximately $30.5 billion, consolidated loans of approximately $19.7 billion,
consolidated deposits of approximately $23.3 billion, and consolidated
stockholders' equity of approximately $2.9 billion.

<PAGE> 10

Union Planters Holding Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 580-6000

Union Planters Holding Corporation is a wholly owned subsidiary of Union
Planters. It is a bank holding company. Union Planters owns most of its banking
subsidiaries including Union Planters Bank, National Association through Union
Planters Holding Corporation. The directors and officers of Union Planters
Holding Corporation are officers of Union Planters.

Union Planters Bank, National Association
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
(901) 580-6000

Union Planters Bank, National Association, a wholly owned subsidiary of
Union Planters Holding Corporation, is a multi-state national banking
association headquartered in Memphis, Tennessee with total assets of $27
billion. Union Planters Bank, National Association has 709 branches in Alabama,
Arkansas, Florida, Illinois, Iowa, Kentucky, Louisiana, Mississippi, Missouri
and Tennessee.

THE MERGER (SEE PAGE 22)

Union Planters Holding Corporation proposes to acquire substantially all
of the assets and assume all of the liabilities of Ready State Bank. In
exchange, Ready State stockholders will receive shares of Union Planters common
stock. Union Planters Holding Corporation will transfer the assets and
liabilities acquired from Ready State to Union Planters Bank, National
Association. Solely as a convenience to Union Planters Holding Corporation,
Ready State will transfer substantially all of its assets and all of its
liabilities directly to Union Planters Bank, National Association by means of
the merger of Ready State with and into Union Planters Bank, National
Association. After the merger, Ready State's business will continue to be
conducted by Union Planters Bank, National Association as the surviving bank
from the merger.

The amended and restated agreement and plan of reorganization, attached
to this proxy statement-prospectus as Appendix A, is an agreement by and among
Union Planters Corporation, Union Planters Holding Corporation, Union Planters
Bank, National Association and Ready State Bank and governs the whole
transaction. The plan of merger, which is attached to this proxy
statement-prospectus as Appendix B, is contemplated by the amended and restated
agreement and plan of reorganization and is an agreement between Union Planters
Bank, National Association and Ready State and governs the merger of these two
banks. The agreement and plan of reorganization is dated as of August 27, 1998,
and was amended and restated as of October 23, 1998.

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<PAGE> 11

WHAT READY STATE STOCKHOLDERS WILL RECEIVE IN THE MERGER (SEE PAGE 23)

If we complete the merger, the number of shares of Union Planters common
stock that you will receive in exchange for each of your shares of Ready State
common stock will be determined by using a formula subject to certain limits.

Specifically, if the average of the closing prices of Union Planters
common stock for the 20 consecutive full trading days ending at the close of
trading on the second trading day preceding the date on which the merger is
completed is more than $59.00, then each share of Ready State common stock will
be converted into .574 of a share of Union Planters common stock.

Similarly, if the average of the closing prices of Union Planters common
stock over such trading period is less than $53.00, then each share of Ready
State common stock will be converted into .639 of a share of Union Planters
common stock.

However, if the average of the closing prices of Union Planters common
stock over such trading period is greater than or equal to $53.00 but less than
or equal to $59.00, then the parties will calculate the exchange ratio by:

(1) dividing $169 million by the total number of shares of Ready
State common stock outstanding immediately prior to the
completion of the merger; and

(2) dividing that number by the average of the closing prices of
Union Planters common stock as reported on the NYSE (as reported
by The Wall Street Journal or, if not reported thereby, another
authoritative source) for the 20 consecutive full trading days
ending at the close of trading on the second to last trading day
preceding the completion of the merger and rounding that number
to the nearest thousandth.

If the average of the closing prices of Union Planters common stock for
the 20 consecutive full trading days ending at the close of the trading on the
second to last trading day preceding the date on which the merger is completed
is less than $43.00, the Ready State board of directors may terminate the
amended and restated agreement and plan of reorganization and the related plan
of merger without another stockholder vote.

Assuming that the number of shares of Ready State common stock
outstanding immediately prior to the merger is _____________ and that the
average of the closing prices for the 20 consecutive full trading days ending on
the second to last day before the completion of the merger is ____________, the
exchange ratio will be _____. These assumptions are based on the total number of
shares of Ready State common stock outstanding on the record date and the
closing price Union Planters common stock on ----------.

Union Planters will not issue any fractions of a share of common stock.
Rather, Union Planters will pay cash (without interest) for any fractional share
interest any Ready State stockholder would otherwise receive in the

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<PAGE> 12

merger. The cash payment will be in an amount equal to the fraction multiplied
by the closing price of one share of Union Planters common stock on the NYSE on
the last trading day before the merger is completed.

EFFECT OF THE MERGER ON READY STATE OPTIONS (SEE PAGE 24)

Ready State has granted certain options to acquire Ready State common
stock under its stock option plans. If the merger is completed, Union Planters
Bank, National Association will assume each outstanding option. Each option will
then become an option to purchase Union Planters common stock, and Union
Planters Bank, National Association will agree to deliver Union Planters common
stock on the exercise of each option. The number of Union Planters shares that
may be purchased and the exercise price under the option will be adjusted based
on the number of shares of Union Planters common stock that Ready State
stockholders receive in the merger in exchange for each share of Ready State
common stock. Union Planters Bank, National Association will assume all
outstanding options whether or not the option holder then has the right to
exercise the option.

OWNERSHIP OF UNION PLANTERS AFTER THE MERGER (SEE PAGE 23)

Union Planters will issue approximately 3,214,321 shares of Union
Planters common stock to Ready State stockholders in the merger assuming an
exchange ratio of .639. This figure includes shares subject to the options
discussed above. Based on that number, after the merger, Ready State
stockholders will own approximately ___% of the outstanding shares of Union
Planters common stock (assuming all Ready State options are exercised). This
information is based on the number of shares of Ready State and Union Planters
common stock outstanding on ________, 1998. It does not reflect shares that
Union Planters may issue due to other pending acquisitions or due to the
exercise of Union Planters stock options, or for other purposes.

DISSENTERS' RIGHTS (SEE PAGE 20)

Ready State stockholders who owned shares of common stock as of
____________, 1998, the record date, are entitled to dissenters' rights of
appraisal pursuant to Section 658.44 of the Florida Banking Code, as amended. A
Ready State stockholder who complies with the provisions of this statute will be
entitled to receive a cash payment reflecting the fair value of only those
shares of Ready State common stock held by the stockholder:

(1) which are voted against the approval of the merger, the amended
and restated agreement and plan of reorganization and the related
plan of merger at the special meeting; or

(2) with respect to which the holder thereof has given written notice
to Ready State at or prior to the special meeting that the
stockholder dissents from the merger, the amended and restated
agreement and plan of reorganization and the related plan of
merger.

To the extent that a Ready State stockholder exercises dissenters'
rights, that stockholder will lose the right to receive Union Planters common
stock in the merger and will instead receive a cash payment for the fair value
of his or her shares. Such "fair value" may be determined by appraisal, the
result of which cannot be predicted. Stockholders wishing to exercise
dissenters' rights of appraisal must follow properly all requirements for the

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<PAGE> 13

exercise of such rights as set forth in Section 658.44 of the Florida Banking
Code, as amended, a copy of which is attached to this proxy statement-prospectus
as Appendix D.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER (SEE PAGE 25)

We expect that, for federal income tax purposes, Ready State stockholders
will not recognize any gain or loss upon the exchange of all of their Ready
State shares solely for shares of Union Planters common stock. But you may
recognize taxable gain or loss related to any cash you receive in lieu of a
fractional share of Union Planters common stock. You may also recognize taxable
gain or loss related to cash you receive if you exercise your dissenters'
rights. See the discussion above under "-- What Ready State Stockholders Will
Receive in the Merger." Before the merger can be completed, Union Planters and
Ready State expect to receive an opinion of Alston & Bird LLP, substantially to
this effect. If the merger does not qualify for this tax treatment, Union
Planters will not complete the merger.

Tax matters are very complicated and the tax consequences of the merger
to you will depend on your own situation. You should consult your own tax
advisors to determine the effect of the merger on you under federal, state,
local, and foreign tax laws.

COMPARATIVE MARKET PRICES OF COMMON STOCK (SEE PAGE 66)

Shares of Union Planters common stock are traded on the NYSE under the
symbol "UPC." Shares of Ready State common stock are not traded in any
established market. On August 27, 1998, the last trading day before we announced
the execution of the agreement, Union Planters common stock closed at $45.13 per
share. On November __, 1998, the latest practicable date before the mailing of
this proxy statement-prospectus, the closing price of Union Planters common
stock was $_______ per share.

Assuming that the number of shares of Ready State common stock
outstanding immediately prior to the merger is _____________ and that the
average of the closing prices for the 20 consecutive full trading days ending on
the second to last day before the completion of the merger is ____________, the
exchange ratio will be .639. These assumptions are based on the total number of
shares of Ready State common stock outstanding on the record date and the
closing price of Union Planters common stock on ________.

The market value of .639 of a share of Union Planters common stock would
be $_____, based on Union Planters' __________, 1998 closing price. We can
provide no assurance as to what the market price of the Union Planters common
stock will be (and consequently the proposed exchange ratio of Union Planters
common stock for Ready State common stock) if and when the merger is completed.
You should obtain current stock price quotations for Union Planters common stock
and Ready State common stock. In addition, as described below, the number of
shares of Union Planters common stock to be issued in connection with the merger
is subject to adjustment under certain very limited circumstances.

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<PAGE> 14

OUR REASONS FOR THE MERGER (SEE PAGE 28)

We believe that the merger will result in a company with expanded
opportunities for profitable growth. In addition, we anticipate that the
combined resources and capital of Ready State and Union Planters will improve
our ability to compete in the changing and competitive financial services
industry. We also believe that the Ready State stockholders will benefit from
the merger because, in exchange for their shares of Ready State common stock
which do not trade in any established market, they will receive shares of Union
Planters common stock which they can trade on the NYSE.

FAIRNESS OPINION OF READY STATE'S FINANCIAL ADVISOR (SEE PAGE 30)

In deciding to approve the merger, we have considered an opinion from our
financial advisor, Keefe, Bruyette & Woods, Inc., that the price to be paid to
Ready State stockholders is fair, from a financial point of view. The full text
of this opinion is attached to this proxy statement-prospectus as Appendix C. We
encourage you to read this opinion.

TERMINATION OF STOCKHOLDERS' AGREEMENT (SEE PAGE 46)

Ready State's stockholders are parties to a stockholders' agreement
attached to this proxy statement-prospectus as Appendix E that places certain
restrictions on their ability to transfer their shares of Ready State common
stock.

Ready State is proposing that the stockholders' agreement be terminated
in order to assure that the merger is not considered a violation of the
stockholders' agreement.

SPECIAL MEETING OF STOCKHOLDERS (SEE PAGE 18)

The special meeting will be held at _________________, located
at____________, __________, ______, at _____ a.m., local time, on _________,
1998. At the special meeting, we will ask you:

(1) to approve the merger, the amended and restated agreement and
plan of reorganization and the related plan of merger;

(2) to terminate the stockholders' agreement; and

(3) to act on any other matters that may be put to a vote at the
special meeting.

In order for the special meeting to be held, a quorum must be present. A
quorum is established when a majority of the shares of Ready State common stock
are represented at the special meeting either in person or by proxy.

-6-
<PAGE> 15

VOTING RIGHTS AT THE SPECIAL MEETING (SEE PAGE 18)

You are entitled to vote at the special meeting if you owned shares as of
the close of business on __________, 1998, the record date. On the record date,
there were _________ shares of Ready State common stock outstanding. You will be
entitled to one vote for each share of Ready State common stock that was validly
issued and outstanding and that you owned on the record date. You may vote
either by attending the special meeting and voting your shares or by completing
the enclosed proxy card and mailing it to us in the enclosed envelope.

We are seeking your proxy to use at the special meeting. We have prepared
this proxy statement-prospectus to assist you in deciding how to vote and
whether or not to grant your proxy to us. If you have elected not to attend the
meeting, please indicate on your proxy card how you want to vote. Then sign,
date and mail it to us as soon as possible so that your shares will be
represented at the special meeting. If you sign, date and mail your proxy card
without indicating how you wish to vote, your proxy will be counted as a vote
for the merger and the related agreement and plan of merger. If you fail to
return your proxy card and fail to vote at the meeting, the effect will be a
vote against the merger. If you have elected to attend the meeting, you need to
do nothing at this time. If you sign a proxy, you may revoke it at any time
before the special meeting or by attending and voting at the special meeting.
You cannot vote shares held in "street name"; only your broker can. If you do
not provide your broker with instructions on how to vote your shares, your
broker will not be permitted to vote them, and your shares will be treated as
votes against the merger.

OUR RECOMMENDATION TO STOCKHOLDERS (SEE PAGE 22)

Ready State's board of directors unanimously approved the amended and
restated agreement and plan of reorganization and the related plan of merger. We
believe that the proposed merger is fair to you and in your best interests. We
unanimously recommend that you vote to approve the merger, the amended and
restated agreement and plan of reorganization and the related plan of merger. We
also unanimously recommend that you vote to approve the termination of the
stockholders' agreement.

STOCKHOLDER VOTE REQUIRED TO APPROVE THE MERGER AND THE TERMINATION OF THE
STOCKHOLDERS' AGREEMENT (SEE PAGE 18)

Assuming that a quorum is present at the special meeting, to approve the
merger, stockholders who own a majority of the outstanding shares of Ready State
common stock must vote for the merger. Union Planters stockholders will not vote
on the merger. According to its terms, stockholders holding two-thirds of the
outstanding shares must vote to terminate the stockholders' agreement.

SHARE OWNERSHIP OF MANAGEMENT AND CERTAIN STOCKHOLDERS (SEE PAGES 70 AND 72)

On the record date, Ready State's directors and executive officers, their
immediate family members and entities they control owned 3,244,872 shares, or
approximately 65.03% of the outstanding shares of Ready State common stock. This
number does not include stock that the Ready State directors and executive
officers may

-7-
<PAGE> 16

acquire through exercising stock options. The members of the board of directors
of Ready State have each entered into a written agreement with Union Planters to
vote FOR the merger, the amended and restated agreement and plan of
reorganization, and the related plan of merger.

On the record date, Union Planters' directors and executive officers
owned no shares of Ready State common stock and Union Planters held no shares of
Ready State common stock in a fiduciary capacity for others, or as a result of
debts previously contracted.

INTERESTS OF CERTAIN PERSONS IN THE MERGER THAT MAY BE DIFFERENT FROM YOURS
(SEE PAGE 42)

Ready State's directors and certain officers have employment agreements,
stock options and other benefit plans and other arrangements that may provide
them with interests in and benefits from the merger that are different from
yours. The board of directors of Ready State was aware of these interests and
considered them in approving and recommending the merger.

EFFECTIVE TIME (SEE PAGE 36)

The merger will become final at the time specified in the certificate of
merger reflecting the merger issued by the Office of the Comptroller of the
Currency. If Ready State stockholders approve the merger at the special meeting,
and Union Planters obtains all required regulatory approvals, we currently
anticipate that the merger will be completed on or about December 31, 1998, or
____ days after the special meeting, although delays could occur.

Union Planters and Ready State cannot assure you that they can obtain the
necessary stockholder and regulatory approvals or that the other conditions to
consummation of the merger can or will be satisfied.

EXCHANGE OF STOCK CERTIFICATES (SEE PAGE 36)

Promptly after the merger is completed, you will receive a letter and
instructions on how to surrender your Ready State stock certificates in exchange
for Union Planters stock certificates. You will need to carefully review and
complete these materials and return them as instructed along with your stock
certificates for Ready State common stock. Please do not send Ready State, Union
Planters or Union Planters' transfer agent any stock certificates until you
receive these instructions. If you do not have stock certificates but hold
shares of Ready State common stock in the form of a book entry with Ready
State's transfer agent, the transfer agent will automatically exchange the
shares unless you have elected to exercise your dissenters' rights. If you
elected to exercise your dissenters' rights, you should follow the procedures
outlined in the "Dissenters' Rights" section beginning on page 20 of this proxy
statement-prospectus.

Do not send in your stock certificates until you receive a letter and
instructions on how to surrender your Ready State stock certificates.

-8-
<PAGE> 17

REGULATORY APPROVAL AND OTHER CONDITIONS (SEE PAGES 37 AND 39)

Union Planters is required to notify and obtain approvals from certain
government regulatory agencies before the merger may be completed, including the
Office of the Comptroller of the Currency and other federal and state banking
regulators. We expect that Union Planters will obtain all required regulatory
approvals before the special meeting.

In addition to the required regulatory approvals, the merger will be
completed only if certain conditions, including, but not limited to the
following, are met or waived, if waivable:

(1) Ready State stockholders approve the merger at the special
meeting;

(2) Ready State and Union Planters receive an opinion of counsel that
the merger will qualify as a tax-free reorganization;

(3) Union Planters receives a letter from its accountants concerning
the pooling-of-interests accounting treatment of the merger
(discussed below under "Accounting Treatment"); and

(4) neither Union Planters nor Ready State has breached any of its
representations or obligations under the amended and restated
agreement and plan of reorganization.

In addition to these conditions, the amended and restated agreement and
plan of reorganization, attached to this proxy statement-prospectus as Appendix
A, describes other conditions that must be met before the merger may be
completed.

WAIVER, AMENDMENT, AND TERMINATION (SEE PAGE 40)

Union Planters and Ready State may agree to terminate the amended and
restated agreement and plan of reorganization and the related plan of merger and
elect not to complete the merger at any time before the merger is completed.

Each of the parties also can terminate the merger in certain other
circumstances, including the following:

(1) Either party may terminate the amended and restated agreement and
plan of reorganization if the merger is not completed by May 31,
1999. But a party may not terminate the amended and restated
agreement and plan of reorganization if (a) it willfully breached
the amended and restated agreement and plan of reorganization and
(b) its breach is the reason the merger has not been completed.
There are also some instances where the parties cannot use this
reason to terminate the merger if the delay results from actions
of third parties; and

-9-
<PAGE> 18

(2) If the average of the closing prices of Union Planters common
stock for the 20 consecutive full trading days ending at the
close of trading on the second to last trading day preceding the
date on which the merger is completed is less than $43.00, the
Ready State board of directors may terminate the amended and
restated agreement and plan of reorganization and the related
plan of merger without another stockholder vote.

In addition, the parties may also terminate the merger if other
circumstances occur which are described in the amended and restated agreement
and plan of reorganization, attached to this proxy statement-prospectus as
Appendix A.

The amended and restated agreement and plan of reorganization and the
related plan of merger may be amended by the written agreement of Union Planters
and Ready State. The parties can amend the agreement without stockholder
approval, even if the Ready State stockholders have already approved the merger.
However, the Ready State stockholders must approve any amendments that would
modify in a material respect the amount of consideration that they will receive
in the merger.

ACCOUNTING TREATMENT (SEE PAGE 44)

Union Planters intends to account for the merger as a
pooling-of-interests transaction for accounting and financial reporting
purposes.

Pooling-of-interests is an accounting method that assumes that each
company's stockholders have combined their ownership interests in such a manner
that each group becomes an owner of the combined, enlarged business. The key
differences between this method of accounting and the more common purchase
accounting method fall into two areas: income measurement and asset valuation.
Under pooling-of-interests, the earnings of each company are combined as though
the combination had occurred at the beginning of the earliest financial period
presented or in the case of transactions which are not considered significant,
from the date of consummation forward. Under purchase accounting, the earnings
of the acquired company are included only after the closing of the merger. Under
pooling-of-interests, the assets of the acquired company are valued at their
historical cost. Under the purchase method, the assets are valued at their fair
value at the time of the merger. The excess of the consideration the acquiring
company pays over the fair value of the target's assets is recorded as goodwill
on the acquiring company's financial statements.

CERTAIN DIFFERENCES IN STOCKHOLDERS' RIGHTS (SEE PAGE 48)

When the merger is completed, unless you have elected to exercise your
right to dissent you will automatically become a Union Planters stockholder. The
rights of Union Planters stockholders differ from the rights of Ready State
stockholders in certain important ways. Many of these have to do with provisions
in Union Planters' charter and bylaws and Tennessee law. Certain of these
provisions are intended to make a takeover of Union Planters harder if the Union
Planters board of directors does not approve it.

-10-
<PAGE> 19

TERMINATION FEE AGREEMENT (SEE PAGE 46)

Ready State and Union Planters entered into a termination fee agreement
under which Ready State has agreed to pay to Union Planters a termination fee of
$5.0 million under certain circumstances if the merger is not consummated.

HISTORICAL AND PRO FORMA COMPARATIVE PER SHARE DATA

The following table shows certain comparative per share data relating to
earnings (before extraordinary items and accounting changes), cash dividends,
and book value. The equivalent pro forma information is based on an exchange
ratio of .639. This exchange ratio assumes that the average of the closing
prices of Union Planters common stock for the 20 consecutive full trading days
ending on the second to last day before the completion of the merger will be
less than $53.00. This assumption is based on the closing price of Union
Planters common stock on November 9, 1998, which was $48.3125.

With the exception of the Indiana Branch Purchase and the pending mergers
with First Mutual Bancorp, Inc. and First & Farmers Bancshares, Inc. which are
expected to be accounted for using the purchase method of accounting, the merger
and the other acquisitions which Union Planters has pending are expected to be
accounted for using the pooling-of-interests method of accounting. The Ready
State equivalent pro forma information reflects only the acquisition of Ready
State because the other acquisitions which Union Planters currently has pending
are not considered significant to Union Planters from a financial statement
presentation standpoint. See "BUSINESS OF UNION PLANTERS -- Recent Developments"
for a discussion of Union Planters' other pending acquisitions.

We present the pro forma and equivalent pro forma data for your
information only. It does not necessarily indicate the results of operations or
combined financial position that would have resulted had Union Planters
completed the merger or the other acquisitions at the times indicated, and it
does not necessarily indicate what future results of operations or combined
financial position will be.

You should read the information shown below in conjunction with the
historical consolidated financial statements of Union Planters and Ready State
and the notes provided with them. In reviewing Union Planters' historical
information, please keep in mind that Union Planters has restated its historical
financial statements to reflect the impact of the several mergers completed
through the third quarter of 1998. You will find the restated numbers in Union
Planters' September 30, 1998 Quarterly Report on Form 10-Q, Exhibit 99.1. See
"-- Selected Financial Data," "BUSINESS OF UNION PLANTERS -- Recent
Developments," "WHERE YOU CAN FIND MORE INFORMATION," and "INDEX TO CONSOLIDATED
FINANCIAL STATEMENTS."

-11-
<PAGE> 20

UNION PLANTERS CORPORATION
AND READY STATE BANK
HISTORICAL AND PRO FORMA COMPARATIVE PER SHARE DATA

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEARS ENDED DECEMBER 31 (1) SEPTEMBER 30,
1995 1996 1997 1998
---------- ----------- ---------- --------------
<S> <C> <C> <C> <C>
EARNINGS BEFORE EXTRAORDINARY
ITEMS AND ACCOUNTING CHANGES
Union Planters
Basic............................... $2.55 $2.24 $2.50 $1.44
Diluted............................. 2.46 2.17 2.43 1.41

Ready State
Basic............................... 14.29 15.67 15.58 11.19
Diluted............................. 14.29 15.67 15.58 11.19

Pro forma (Union Planters and
Ready State)
Basic............................ 2.61 2.30 2.56 1.48
Diluted.......................... 2.51 2.22 2.48 1.45

Ready State equivalent pro forma(1)
Basic............................... $1.67 $1.47 $1.64 $ .95
Diluted............................. 1.60 1.42 1.58 .93

CASH DIVIDENDS PER SHARE
Union Planters......................... $ .98 $1.08 $1.495 $1.50
Ready State............................ -- -- -- --
Ready State equivalent pro forma (1) .63 .69 .96 .96
</TABLE>

<TABLE>
<CAPTION>
December 31, 1997 September 30, 1998
----------------- ------------------
<S> <C> <C>
BOOK VALUE PER COMMON SHARE
Union Planters ................................ $ 20.93 $ 21.43
Ready State ................................... 100.22 111.76
Pro Forma (Union Planters and
Ready State) ............................... 21.28 21.79
Ready State equivalent pro forma(1) ........... 13.60 13.92
</TABLE>

(1) The equivalent pro forma per share data for Ready State is computed by
multiplying Pro Forma information by an exchange ratio of .639.

-12-
<PAGE> 21

SELECTED FINANCIAL DATA

The following tables present for Union Planters and for Ready State,
selected consolidated financial data for the nine-month periods ended September
30, 1998 and 1997, and for the five-year period ended December 31, 1997. The
information for Union Planters is based on the consolidated financial statements
contained in reports Union Planters has filed with the SEC, including its
September 30, 1998 Quarterly Report on Form 10-Q. Union Planters' September 30,
1998 Quarterly Report on Form 10-Q includes as Exhibit 99.1 restated audited
Financial Statements and restated Management's Discussion and Analysis of
Results of Operation and Financial Conditions for the three years ended December
31, 1997. The financial information was restated for four significant
acquisitions completed in the third quarter of 1998 and accounted for as
pooling-of-interests. All of these documents are incorporated by reference in
this proxy statement-prospectus. See "WHERE YOU CAN FIND MORE INFORMATION" on
page 107.

The information for Ready State is based on its consolidated financial
statements including its unaudited financial statements for the nine months
ended September 30, 1998 and 1997 and its audited consolidated financial
statements for the years ended December 31, 1995, 1996, and 1997, all of which
are included in this proxy statement-prospectus. See "INDEX TO CONSOLIDATED
FINANCIAL STATEMENTS" on page F-1.

You should read the following tables in conjunction with the consolidated
financial statements of Union Planters and Ready State described above and with
the notes to them.

Historical results are not necessarily indicative of results to be
expected for any future period. In the opinion of the respective managements of
Union Planters and Ready State, all adjustments (which include only normal
recurring adjustments) necessary to arrive at a fair statement of interim
results of operations of Union Planters and Ready State, respectively, have been
included. With respect to Union Planters and Ready State, results for the
nine-month period ended September 30, 1998 are not necessarily indicative of
results which may be expected for any other interim period or for the year as a
whole. See "BUSINESS OF UNION PLANTERS -- Recent Developments" for information
concerning Union Planters' other pending acquisitions.

-13-
<PAGE> 22

UNION PLANTERS SELECTED FINANCIAL DATA

Years Ended December 31, (1)
-----------------------------------------------------------------------------
1993 1994 1995 1996
------------- -------------- -------------- --------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net interest income............................ $ 779,756 $ 881,875 $ 944,694 $ 1,043,942
Provision for losses on loans.................. 49,267 23,000 47,393 84,198
Investment securities gains (losses)........... 12,160 (21,053) 2,008 4,942
Other noninterest income....................... 282,124 297,596 355,317 383,824
Noninterest expense............................ 737,608 845,217 818,944 942,733
------------- -------------- -------------- --------------
Earnings before income taxes, extra-
Ordinary item, and accounting changes....... 287,165 290,201 435,682 405,777
Applicable income taxes........................ 86,669 92,325 145,485 139,649
------------- -------------- -------------- --------------
Earnings before extraordinary item and
Accounting changes.......................... 200,496 197,876 290,197 266,128

Extraordinary item and accounting
Changes, net of taxes....................... 4,757 - - -
------------- -------------- -------------- --------------
Net earnings................................... 205,253 197,876 290,197 266,128
============= ============== ============== ==============

PER COMMON SHARE DATA (4):
Basic
Earnings before extraordinary item and
Accounting changes....................... $ 2.11 $ 1.74 $ 2.55 $ 2.24
Net earnings............................... 2.16 1.74 2.55 2.24
Diluted
Earnings before extraordinary item and
Accounting changes....................... 1.97 1.71 2.46 2.17
Net earnings............................... 2.02 1.71 2.46 2.17
Cash dividends................................. .72 .88 .98 1.08
Book value..................................... 15.23 15.66 18.64 19.87

BALANCE SHEET DATA (AT PERIOD END):
Total assets................................... $ 20,330,065 $ 22,620,487 $ 24,596,205 $ 26,427,236
Loans, net of unearned income.................. 11,815,553 14,381,566 15,713,783 17,819,088
Allowance for losses on loans.................. 229,334 237,377 243,395 257,638
Investment securities.......................... 5,970,140 5,810,934 5,976,297 5,667,251
Total deposits................................. 16,989,720 17,954,001 19,014,248 19,899,772
Short-term borrowings.......................... 432,461 980,935 1,074,673 1,732,437
Long-term debt (5)
Parent company.............................. 114,729 114,790 214,758 373,459
Subsidiary banks............................ 530,810 937,160 1,193,861 1,426,433
Total stockholders' equity..................... 1,657,832 1,768,009 2,147,621 2,376,768
Average assets................................. 19,462,599 21,796,952 23,261,530 26,003,849
Average stockholders' equity................... 1,481,351 1,779,158 1,963,852 2,247,335
Average shares outstanding (in thousands) (4)
Basic....................................... 90,360 107,981 110,255 115,794
Diluted..................................... 96,001 114,810 117,673 123,793

</TABLE>

<TABLE>
<CAPTION>
Nine Months Ended
September 30, (2) and (3)
-------------- -----------------------------------
1997 1997 1998
-------------- -------------- --------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C>
INCOME STATEMENT DATA:
Net interest income............................ $ 1,122,149 $ 835,730 $ 858,506
Provision for losses on loans.................. 150,606 104,440 122,436
Investment securities gains (losses)........... 4,781 4,500 (15,111)
Other noninterest income....................... 449,261 333,146 375,596
Noninterest expense............................ 950,986 645,979 795,169
-------------- -------------- --------------
Earnings before income taxes, extra-
Ordinary item, and accounting changes....... 474,599 422,957 301,386
Applicable income taxes........................ 162,302 144,291 113,321
-------------- -------------- --------------
Earnings before extraordinary item and
Accounting changes.......................... 312,297 278,666 188,065

Extraordinary item and accounting
Changes, net of taxes....................... - - -
-------------- -------------- --------------
Net earnings................................... 312,297 $ 278,666 $ 188,065
============== ============== ==============

PER COMMON SHARE DATA (4):
Basic
Earnings before extraordinary item and
Accounting changes....................... $ 2.50 $ 2.25 $ 1.44
Net earnings............................... 2.50 2.25 1.44
Diluted
Earnings before extraordinary item and
Accounting changes....................... 2.43 2.18 1.41
Net earnings............................... 2.43 2.18 1.41
Cash dividends................................. 1.495 1.095 1.50
Book value..................................... 20.93 21.13 21.43

BALANCE SHEET DATA (AT PERIOD END):
Total assets................................... $ 27,993,452 $ 27,939,458 $ 30,525,482
Loans, net of unearned income.................. 19,126,708 18,936,526 19,653,468
Allowance for losses on loans.................. 310,385 291,084 352,643
Investment securities.......................... 5,840,704 5,709,842 7,867,587
Total deposits................................. 21,203,147 20,800,890 23,288,899
Short-term borrowings.......................... 1,784,347 1,827,953 1,829,275
Long-term debt (5)
Parent company.............................. 373,746 373,169 380,164
Subsidiary banks............................ 1,327,451 1,588,764 1,362,894
Total stockholders' equity..................... 2,668,721 2,680,841 2,932,567
Average assets................................. 27,366,896 27,240,642 28,724,000
Average stockholders' equity................... 2,562,009 2,396,275 2,734,717
Average shares outstanding (in thousands) (4)
Basic....................................... 122,812 122,068 129,561
Diluted..................................... 129,397 127,924 133,784
</TABLE>

-14-
<PAGE> 23

UNION PLANTERS SELECTED FINANCIAL DATA (CONTINUED)

Nine Months Ended
Years Ended December 31, (1) September 30, (2) and (3)
---------------------------------------------------------- -------------------------
1993 1994 1995 1996 1997 1997 1998
-------- -------- -------- --------- --------- ------------ ----------
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
PROFITABILITY AND CAPITAL RATIOS:
Return on average assets................. 1.05% .91% 1.25% 1.02% 1.14% 1.37% .88%
Return on average common equity.......... 14.65 11.89 15.60 12.32 12.51 15.79 9.23
Net interest income (taxable-equivalent)/
Average earning assets (6)............. 4.28 4.53 4.52 4.45 4.57 4.55 4.45
Loan/deposits............................ 69.55 80.10 82.64 89.54 90.21 91.04 84.39
Equity/assets (period end)............... 8.15 7.82 8.73 8.99 9.53 9.60 9.61
Average stockholders' equity/average
Total assets........................... 7.61 8.16 8.44 8.64 9.36 8.80 9.52
Leverage ratio........................... 8.02 7.93 8.41 9.32 9.62 9.67 9.29
Tier 1 capital/risk-weighted assets...... 13.47 12.75 13.32 14.39 14.25 14.05 13.49
Total capital/risk-weighted assets....... 15.41 14.57 15.71 16.63 16.39 16.20 17.07

CREDIT QUALITY RATIOS (7):
Allowance/period-end loans............... 2.02 1.74 1.65 1.59 1.74 1.66 1.87
Nonperforming loans/total loans......... 1.22 .76 .80 .81 .83 .83 .79
Allowance/nonperforming loans........... 166 228 206 195 210 199.00 236.00
Nonperforming assets/loans and fore-
Closed properties...................... 1.73 1.06 1.03 1.04 1.01 1.01 .93
Provision/average loans.................. .45 .18 .33 .54 .87 .80 .88
Net charge-offs/average loans............ .38 .21 .31 .49 .66 .65 .75
</TABLE>

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

(1) Union Planters' audited financial statements for the three years
ended December 31, 1997, and the related management's discussion and
analysis of results of operations and financial condition were
restated for four acquisitions completed in the third quarter of 1998
and accounted for as poolings of interests. The 1997 restated audited
financial statements ("1997 Restated Financial Statements") and the
restated management's discussion and analysis of results of
operations and financial condition were filed as Exhibit 99.1 to
Union Planters Quarterly Report on Form 10-Q dated September 30,
1998. Additionally, the selected financial data for 1993 and 1994 has
been restated to reflect the aforementioned four acquisitions.

(2) Interim period ratios have been annualized where applicable.

(3) Reference is made to Union Planters' Quarterly Report on Form 10-Q
dated September 30, 1998, for a discussion of merger-related and
other charges that significantly impacted operating results for the
nine months ended September 30, 1998.

(4) Share and per share amounts have been retroactively restated for
significant acquisitions accounted for as poolings of interests and
to reflect the changes in presentation of EPS as discussed in Notes
2 and 16 to the 1997 Restated Financial Statements.

(5) Long-term debt includes Medium-Term Notes, Federal Home Loan Bank
("FHLB") advances, Trust Preferred Securities, variable rate
asset-backed certificates, subordinated notes and debentures,
obligations under capital leases, mortgage indebtedness, and notes
payable with maturities greater than one year.

(6) Average balances and calculations do not include the impact of the
net unrealized gain or loss on available for sale securities.

(7) FHA/VA government-insured/guaranteed loans have been excluded, since
they represent minimal credit risk to Union Planters.

-15-
<PAGE> 24

READY STATE SELECTED FINANCIAL DATA

Years Ended December 31,
---------------------------------------------------------------------------------
1993 1994 1995 1996
------------- --------------- --------------- -------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net interest income....................... $ 13,908 $ 16,006 $ 18,680 $ 19,697
Provision for losses on loans............. 250 645 1,415 700
Other noninterest income.................. 5,404 5,283 7,130 8,067
Noninterest expense....................... 10,892 11,439 12,874 14,388
------------- --------------- --------------- -------------
Earnings before income taxes, extra-
ordinary item, and accounting changes... 8,170 9,205 11,521 12,676
Applicable income taxes................... 3,050 3,514 4,390 4,855
Earnings before extraordinary item and
accounting changes..................... 5,120 5,691 7,131 7,821
------------- --------------- --------------- -------------

Extraordinary item and accounting
changes, net of taxes.................. 275 - - -
------------- --------------- --------------- -------------
Net earnings.............................. 5,395 5,691 7,131 7,821
============= =============== =============== =============

PER COMMON SHARE DATA:
Basic
Earnings before extraordinary item and
accounting changes.................. 10.26 11.40 14.29 15.67
Net earnings........................... 10.81 11.40 14.29 15.67
Diluted
Earnings before extraordinary item and
accounting changes.................. 10.26 11.40 14.29 15.67
Net earnings........................... 10.81 11.40 14.29 15.67
Cash dividends............................ - - - -
Book value................................ 43.23 54.12 69.21 84.69

BALANCE SHEET DATA (AT PERIOD END):
Total assets.............................. $ 292,435 $ 320,235 $ 395,671 $ 482,143
Loans, net of unearned income............. 155,102 198,832 230,650 251,057
Allowance for losses on loans............. 2,290 2,822 3,519 4,093
Investment securities..................... 103,352 80,086 111,826 183,230
Total deposits............................ 264,266 283,815 348,375 428,363
Short-term borrowings..................... - - - 3,733
Total stockholders' equity................ 21,570 27,007 34,538 42,262
Average assets............................ 289,007 306,335 357,953 438,907
Average stockholders' equity.............. 18,803 24,289 30,773 38,400
Average shares outstanding (in thousands)
Basic.................................. 499 499 499 499
Diluted................................ 499 499 499 499
</TABLE>

<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------------------------------------------------
1997 1997 1998
------------ -------------- -------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C>
INCOME STATEMENT DATA:
Net interest income....................... $ 21,799 $ 16,356 $ 17,157
Provision for losses on loans............. 675 400 295
Other noninterest income.................. 7,877 5,678 6,058
Noninterest expense....................... 16,396 11,939 13,878
------------ -------------- -------------
Earnings before income taxes, extra-
ordinary item, and accounting changes... 12,605 9,695 9,042
Applicable income taxes................... 4,829 3,732 3,459
------------ -------------- -------------
Earnings before extraordinary item and
accounting changes..................... 7,776 5,963 5,583
============ ============== =============

Extraordinary item and accounting
changes, net of taxes.................. - - -
Net earnings.............................. 7,776 5,963 5,583

PER COMMON SHARE DATA:
Basic
Earnings before extraordinary item and
accounting changes.................. 15.58 11.95 11.19
Net earnings........................... 15.58 11.95 11.19
Diluted
Earnings before extraordinary item and
accounting changes.................. 15.58 11.95 11.19
Net earnings........................... 15.58 11.95 11.19
Cash dividends............................ - - -
Book value................................ 100.22 96.62 111.76

BALANCE SHEET DATA (AT PERIOD END):
Total assets.............................. $ 571,534 $ 530,815 $ 621,393
Loans, net of unearned income............. 283,838 272,648 313,939
Allowance for losses on loans............. 4,200 4,099 4,201
Investment securities..................... 219,294 198,685 231,271
Total deposits............................ 509,572 467,938 544,422
Short-term borrowings..................... 1,660 3,468 5,721
Total stockholders' equity................ 50,010 48,214 55,768
Average assets............................ 526,838 509,016 596,939
Average stockholders' equity.............. 46,136 45,494 53,086
Average shares outstanding (in thousands)
Basic.................................. 499 499 499
Diluted................................ 499 499 499
</TABLE>

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<PAGE> 25

READY STATE SELECTED FINANCIAL DATA (CONTINUED)

Nine Months Ended
Years Ended December 31, September 30,
------------------------------------------------------ ---------------------
1993 1994 1995 1996 1997 1997 1998
-------- -------- -------- -------- --------- -------- -------
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
PROFITABILITY AND CAPITAL RATIOS:
Return on average assets.................... 1.87% 1.86% 1.99% 1.78% 1.48% 1.56% 1.25%
Return on average common equity............. 28.69 23.43 23.17 20.37 16.85 17.48 14.02
Net interest income (taxable-equivalent)/
average earning assets.................... 5.15 5.58 5.70 4.81 4.51 4.58 4.09
Loan/deposits............................... 58.69 70.05 66.21 58.61 55.7 58.27 57.66
Equity/assets (period end).................. 7.38 8.43 8.73 8.77 8.75 9.08 8.97
Average stockholders' equity/average
total assets.............................. 6.51 7.93 8.6 8.75 8.75 8.94 8.89
Leverage ratio.............................. n/a 7.83 9.86 9.72 9.75 9.28 9.48
Tier 1 capital/risk-weighted assets......... 14.2 14.0 13.9 15.5 16.4 15.4 15.9
Total capital/risk-weighted assets.......... 14.9 15.3 15.2 16.7 17.7 16.7 17.1

CREDIT QUALITY RATIOS:
Allowance/period-end loans.................. 1.48 1.42 1.5 1.6 1.48 1.5 1.34
Nonperforming loans(1)/total loans......... .63 .26 1.04 .85 .05 1.7 2.22
Allowance/nonperforming loans(1)........... 226.9 528.26 143.15 186.38 145.22 77.52 67.6
Nonperforming assets/loans and fore-
closed properties(2)...................... .6 .26 1.04 .85 1.0 1.7 2.22
Provision/average loans(3).................. .19 .36 .65 .29 .25 .15 .1
Net charge-offs/average loans(3)............ - .06 .33 .05 .21 .11 .01
</TABLE>

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

(1) Nonperforming loans equal nonaccrual loans plus restructured loans.

(2) Nonperforming assets equal nonperforming loans plus other real estate
owned.

(3) Interim period ratios have been annualized where applicable.

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<PAGE> 26

INTRODUCTION

Union Planters and Ready State are furnishing this proxy
statement-prospectus to holders of Ready State common stock, $1.00 par value per
share, in connection with the proxy solicitation by Ready State's board of
directors. The Ready State board of directors will use the proxies at the
special meeting of stockholders of Ready State to be held on ________, 1998, and
at any adjournments.

At the special meeting, holders of Ready State common stock will be asked
to vote upon a proposal to approve the Amended and Restated Agreement and Plan
of Reorganization, dated as of August 27, 1998, and amended and restated as of
October 23, 1998, by and among Union Planters Corporation, Union Planters
Holding Corporation, Union Planters Bank, National Association, and Ready State,
attached to this proxy statement-prospectus as Appendix A, and a related Plan of
Merger between Ready State and Union Planters Bank, National Association, a
wholly owned subsidiary of Union Planters, attached to this proxy
statement-prospectus as Appendix B (the "Agreement" and the "Plan of Merger").
Pursuant to the Agreement and the Plan of Merger, Union Planters Holding
Corporation will acquire substantially all of the assets and assume all of the
liabilities of Ready State by means of the merger of Ready State with and into
Union Planters Bank, National Association. Union Planters Bank, National
Association will be the surviving bank in the merger. The outstanding shares of
Ready State common stock will be converted into shares of Union Planters common
stock, $5.00 par value per share, and associated Preferred Share Rights. For
information about Union Planters' Preferred Share Rights, see page 50. Ready
State stockholders will receive cash in lieu of any fractional shares.

In addition, Ready State stockholders will be asked to terminate the
stockholders' agreement in order to permit the consummation of the merger.

SPECIAL MEETING OF READY STATE STOCKHOLDERS

DATE, PLACE, TIME, AND PURPOSE

The special meeting of Ready State's stockholders will be held at
_____________, _________, _____________ at _____ a.m., local time, on
______________, 1998. At the special meeting, holders of Ready State common
stock will be asked to vote upon a proposal to approve the Agreement and the
Plan of Merger and the merger and to vote upon a proposal to terminate the
stockholders' agreement.

RECORD DATE, VOTING RIGHTS, REQUIRED VOTE, AND REVOCABILITY OF PROXIES

Ready State's board of directors fixed the close of business on
_________, 1998, as the record date for determining those Ready State
stockholders who are entitled to notice of and to vote at the special meeting.
Only holders of Ready State common stock of record on the books of Ready State
at

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<PAGE> 27

the close of business on the record date have the right to receive notice of and
to vote at the special meeting. On the record date, there were ________ shares
of Ready State common stock issued and outstanding held by approximately
________ holders of record.

At the special meeting, Ready State stockholders will have one vote for
each share of Ready State common stock owned on the record date. The holders of
a majority of the outstanding shares of Ready State common stock entitled to
vote at the special meeting must be present in order for a quorum to exist at
the special meeting.

To determine if a quorum is present, Ready State intends to count the
following:

- shares of Ready State common stock present at the special meeting
either in person or by proxy;

- shares of Ready State common stock present in person at the special
meeting but not voting; and

- shares of Ready State common stock for which it has received proxies
but with respect to which holders of shares have abstained on any
matter.

Approval of the Agreement and the Plan of Merger requires the affirmative vote
of a majority of the votes entitled to be cast at the special meeting. Approval
of the proposal to terminate the stockholders' agreement requires the
affirmative vote of two-thirds of the shares subject to the stockholders'
agreement.

Brokers who hold shares in street name for customers who are the
beneficial owners of such shares may not give a proxy to vote those shares
without specific instructions from their customers. Any abstention, non-voting
share or "broker non-vote" will have the same effect as a vote AGAINST the
approval of the Agreement and the Plan of Merger.

Properly executed proxies that Ready State receives before the vote at
the special meeting that are not revoked will be voted in accordance with the
instructions indicated on the proxies. IF NO INSTRUCTIONS ARE INDICATED, SUCH
PROXIES WILL BE VOTED FOR THE PROPOSAL TO APPROVE THE AGREEMENT AND THE PLAN OF
MERGER AND FOR THE PROPOSAL TO TERMINATE THE STOCKHOLDERS' AGREEMENT, AND THE
PROXY HOLDER MAY VOTE THE PROXY IN ITS DISCRETION AS TO ANY OTHER MATTER WHICH
MAY COME PROPERLY BEFORE THE SPECIAL MEETING. IF NECESSARY, THE PROXY HOLDERS
MAY VOTE IN FAVOR OF A PROPOSAL TO ADJOURN THE SPECIAL MEETING IN ORDER TO
PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO
APPROVE THE PROPOSAL AT THE TIME OF THE SPECIAL MEETING. HOWEVER, NO PROXY
HOLDER WILL VOTE ANY PROXIES VOTED AGAINST APPROVAL OF THE AGREEMENT AND THE
PLAN OF MERGER OR AGAINST TERMINATION OF THE STOCKHOLDERS' AGREEMENT IN FAVOR OF
A PROPOSAL TO ADJOURN THE SPECIAL MEETING.

-19-
<PAGE> 28

A Ready State stockholder who has given a proxy solicited by Ready
State's board of directors may revoke it at any time prior to its exercise at
the special meeting by (1) giving written notice of revocation to the Secretary
of Ready State, (2) properly submitting to Ready State a duly executed proxy
bearing a later date, or (3) attending the special meeting and voting in person.
All written notices of revocation and other communications with respect to
revocation of proxies should be sent to: Ready State Bank, 3700 West Twelfth
Avenue, Hialeah, Florida 33012, Attention: Ramon E. Rasco, Secretary with a copy
to Rasco, Reininger & Perez PA, 5200 Blue Lagoon Drive, Suite 700, Miami,
Florida 33126.

On the record date, Ready State's directors and executive officers,
including their immediate family members and affiliated entities owned 3,244,872
shares or approximately 65.03% of the outstanding shares of Ready State common
stock, not including shares subject to options to purchase Ready State common
stock. On the record date, Union Planters' directors and executive officers
owned no shares of Ready State common stock. The members of the board of
directors of Ready State have each entered into a written agreement with Union
Planters to vote FOR the merger, the amended and restated agreement and plan of
reorganization, and the related plan of merger.

On the record date, Union Planters held no shares of Ready State common
stock in a fiduciary capacity for others, or as a result of debts previously
contracted, and Ready State held no shares of Ready State common stock in a
fiduciary capacity for others with respect to which it has sole or shared voting
power.

SOLICITATION OF PROXIES

Directors, officers and employees of Ready State may solicit proxies by
mail, in person or by telephone or telegraph. They will receive no additional
compensation for such services. Ready State may make arrangements with brokerage
firms and other custodians, nominees and fiduciaries, if any, for the forwarding
of solicitation materials to the beneficial owners of Ready State common stock
held of record by such persons. Ready State will reimburse any such brokers,
custodians, nominees, and fiduciaries for the reasonable out-of-pocket expenses
incurred by them for such services. Union Planters and Ready State will share
all expenses associated with the solicitation of proxies, other expenses
associated with the special meeting, and expenses related to the printing and
mailing of this proxy statement-prospectus, as provided in the Agreement. See
"DESCRIPTION OF TRANSACTION -- Expenses and Fees."

DISSENTERS' RIGHTS

Holders of Ready State common stock as of the record date are entitled to
dissenters' rights under Florida law. Pursuant to Section 658.44 of the Florida
Banking Code, as amended, a Ready State stockholder who votes his or her shares
against the merger, or who otherwise gives written notice to Ready State at or
prior to the Ready State special meeting that the stockholder dissents from the
Agreement, will lose the right to receive the shares of Union Planters common
stock to be received

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<PAGE> 29

pursuant to the terms of the Agreement and will instead receive a cash payment
for the value of his or her shares as of the time that the merger is completed.

In order to exercise dissenters' rights, a dissenting stockholder of
Ready State must fully comply with the statutory procedures of Section 658.44 of
the Florida Banking Code, as amended, which is summarized below and attached to
this proxy statement-prospectus as Appendix D. Stockholders of Ready State are
urged to read this section in its entirety and to consult with their legal
advisors. Each stockholder of Ready State who desires to assert his or her
rights is cautioned that failure on his or her part to adhere strictly to the
requirements of Florida law in any regard will cause a forfeiture of any
dissenters' rights. The following summary of Florida law is qualified in its
entirety by reference to the full text of the provisions of the Florida Banking
Code, as amended, attached to this proxy statement-prospectus as Appendix D.

Any stockholder of Ready State who has voted against the Agreement by
proxy or in person at the Ready State special meeting or has given notice in
writing at or prior to such meeting to the presiding officer that he or she
dissents from the Agreement, will be entitled to receive payment in cash of the
value of the shares so held by him or her. On or promptly after the time that
the merger is completed, Union Planters may fix an amount which it considers to
be not more than the fair market value of the shares of Ready State common stock
and which it will pay to the holders of dissenting shares of Ready State, and if
it fixes such amount, will offer to pay such amount to the holders of all
dissenting shares of Ready State. The owners of dissenting shares who have
accepted such offer will be entitled to receive the amount so offered for such
shares in cash upon surrendering the stock certificates representing such shares
at any time within 30 days after the time that the merger is completed.

The value of dissenting shares of Ready State, the owners of which have
not accepted an offer for such shares made by Union Planters, will be determined
as of the time that the merger is completed by three appraisers, one to be
selected by the owners of at least two-thirds of such dissenting shares, one to
be selected by the Union Planters board of directors, and the third to be
selected by the two so chosen. The value agreed upon by any two of the
appraisers will control and be final and binding on all parties. If, within 90
days from the time that the merger is completed for any reason one or more of
the appraisers is not selected, or the appraisers fail to determine the value of
such dissenting shares, the Florida Department of Banking and Finance will cause
an appraisal of such dissenting shares to be made which will be final and
binding on all parties. The owners of dissenting shares, the value of which is
to be determined by appraisal, will be entitled to receive the value of such
shares in cash upon surrender of the stock certificates representing such shares
at any time within 30 days after the value of such shares has been determined by
appraisal made on or after the time that the merger is completed.

Any stockholder of Ready State who votes against the Agreement in person
or by proxy at the Ready State special meeting or who gives notice in writing at
or prior to such meeting to the presiding officer that he or she dissents, will
be notified in writing of the date of consummation of the merger. The failure of
a stockholder to vote against the Agreement will not constitute a waiver of the
above

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<PAGE> 30

described dissenters' rights, provided that such stockholder has given notice in
writing at or prior to the Ready State special meeting to the presiding officer
that such stockholder dissents from the Agreement.

In the event that after the time that the merger is completed, a
dissenting stockholder Ready State fails to perfect, or effectively withdraws or
loses such holder's right to appraisal and of payment for such holder's shares,
Union Planters shall issue and deliver the consideration to which such holder of
shares of Ready State common stock is entitled under the Agreement and the Plan
of Merger upon surrender by such holder of the certificates representing the
shares of Ready State common stock held by such holder.

The foregoing discussion is only a summary of the provisions of Florida
law and does not purport to be complete and is qualified in its entirety by
reference to Section 658.44 of the Florida Banking Code, as amended, which is
attached to this proxy statement-prospectus as Appendix D. Any stockholder who
intends to dissent from the merger should review the text of Section 658.44
carefully and should also consult with his or her attorney. Any stockholder who
fails to strictly follow the procedures set forth in said statute will forfeit
dissenters' rights.

RECOMMENDATION

Ready State's board of directors has unanimously approved the Agreement,
the Plan of Merger, and the merger and believes that the proposal to approve the
Agreement and the Plan of Merger is in the best interests of Ready State and its
stockholders. Ready State's board of directors recommends that the Ready State
stockholders vote FOR approval of the Agreement and the Plan of Merger.

DESCRIPTION OF TRANSACTION

The following information describes material aspects of the merger. This
description does not provide a complete description of all the terms and
conditions of the Agreement and the Plan of Merger. It is qualified in its
entirety by the Appendices hereto, including the text of the Agreement and the
Plan of Merger, which are attached as Appendices A and B, respectively, to this
proxy statement-prospectus. The Agreement and Plan of Merger are incorporated
herein by reference. You are urged to read the Appendices in their entirety.

THE MERGER

The Agreement provides for the acquisition of Ready State by Union
Planters pursuant to the acquisition by Union Planters Holding Corporation of
substantially all of the assets of Ready State and the assumption by Union
Planters Holding Corporation of all of the liabilities of Ready State in
exchange solely for shares of Union Planters common stock. Union Planters
Holding Corporation will

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<PAGE> 31

transfer the assets and liabilities acquired from Ready State to Union Planters
Bank, National Association, a wholly-owned subsidiary of Union Planters Holding
Corporation by means of the merger of Ready State with and into Union Planters
Bank, National Association. Union Planters Bank, National Association will be
the surviving corporation resulting from the merger.

WHAT READY STATE STOCKHOLDERS WILL RECEIVE IN THE MERGER

(1) dividing $169 million by the total number of shares of Ready
State common stock outstanding immediately prior to the
completion of the merger; and

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<PAGE> 32

____________, the exchange ratio will be _____. These assumptions are based on
the total number of shares of Ready State common stock outstanding on the
record date and the closing price Union Planters common stock on __________.

Based on this exchange ratio, upon completion of the merger, Union
Planters will issue approximately _________ shares of its common stock to Ready
State stockholders, not including shares subject to options. After the merger,
Union Planters would then have outstanding approximately ___________ shares of
common stock based on the number of shares of Union Planters common stock
outstanding on __________, 1998 (not including shares Union Planters may issue
in its other pending acquisitions and shares it may issue pursuant to the
exercise of Union Planters stock options or for other purposes).

Union Planters will not issue any fractional part of a share of common
stock. Rather, Union Planters will pay cash (without interest) in an amount
equal to such fractional part of a share of Union Planters common stock
multiplied by the closing price of Union Planters common stock on the NYSE (as
reported by The Wall Street Journal) on the last trading day before the merger
becomes effective.

The actual market value of a share of Union Planters common stock at the
effective time of the merger and at the time certificates for those shares are
delivered to Ready State stockholders may be more or less than the average of
the closing prices used to determine the number of shares of Union Planters
common stock that you will receive in exchange for each of your shares of Ready
State common stock. You are urged to obtain current market quotations for Union
Planters common stock. See "COMPARATIVE MARKET PRICES AND DIVIDENDS."

EFFECT OF THE MERGER ON READY STATE OPTIONS

When the merger becomes effective, each option granted under Ready
State's stock option plan that is outstanding, whether or not exercisable, will
become an option to purchase Union Planters common stock. Union Planters Bank,
National Association will assume each option in accordance with the terms of
Ready State's stock option plans and stock option or other agreement that
evidences the option and will deliver Union Planters common stock upon the
exercise of each option. After the merger becomes effective,

(1) Union Planters Bank, National Association and its Salary and
Benefits Committee will be substituted for Ready State and the
Committee of Ready State's board of directors administering Ready
State's plans;

(2) each option assumed by Union Planters Bank, National Association
may be exercised only for shares of Union Planters common stock;

(3) the number of shares of Union Planters common stock subject to
the option will be equal to the number of shares of Ready State
common stock subject to the option immediately before the merger
becomes effective multiplied by the number of shares of

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<PAGE> 33

Union Planters common stock that Ready State stockholders receive
in the merger in exchange for each share of Ready State common
stock and rounding down to the nearest whole share; and

(4) the per share exercise price under each the option will be
adjusted by dividing it by the number of shares of Union Planters
common stock that Ready State stockholders receive in the merger
in exchange for each share of Ready State common stock and
rounding up to the nearest cent.

Notwithstanding the foregoing, each Ready State option which is an
"incentive stock option" shall be adjusted as required by Section 424 of the
Internal Revenue Code, and the regulations promulgated thereunder, so as not to
constitute a modification, extension or renewal of the option, within the
meaning of Section 424(h) of the Internal Revenue Code.

For information with respect to stock options held by Ready State's
management, see "-- Interests of Certain Persons in the Merger."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

Union Planters and Ready State have not and do not intend to seek a
ruling from the Internal Revenue Service ("IRS") as to the federal income tax
consequences of the merger. Instead, Union Planters and Ready State have agreed
to obtain the opinion of counsel, Alston & Bird LLP, as to certain of the
expected federal income tax consequences of the merger. A copy of this opinion
is attached as an exhibit to the registration statement.

The following is a discussion of the anticipated federal income tax
consequences of the merger to stockholders of Ready State. This discussion does
not address, among other matters:

(1) state, local or foreign tax consequences of the merger;

(2) federal income tax consequences to Ready State stockholders who
are subject to special rules under the Internal Revenue Code,
such as foreign persons, tax-exempt organizations, insurance
companies, financial institutions, dealers in stocks and
securities, and persons who do not own such stock as a capital
asset;

(3) federal income tax consequences affecting shares of Ready State
common stock acquired upon the exercise of stock options, stock
purchase plan rights or otherwise as compensation;

(4) the tax consequences to holders of warrants, options or other
rights to acquire shares of such stock;

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<PAGE> 34

(5) the tax consequences of Union Planters and Ready State of the
inclusion in income of the amount of the bad-debt reserve
maintained by Ready State and/or its subsidiaries and any other
amounts resulting from any required change in accounting methods;
and

(6) the tax consequences of Union Planters and Ready State of any
income and deferred gain recognized pursuant to Treasury
Regulations issued under Section 1502 of the Internal Revenue
Code.

Assuming that the merger is consummated in accordance with the Agreement,
it is anticipated that the following federal income tax consequences will
obtain:

(1) The merger will constitute a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code.

(2) No gain or loss will be recognized by the stockholders of Ready
State as a result of the exchange of all of the shares of Ready
State common stock that they own for Union Planters common stock
pursuant to the merger, except that a gain or loss will be
recognized on the receipt of any cash in lieu of a fractional
share. Assuming that the Ready State common stock is a capital
asset in the hands of the respective Ready State stockholders,
any gain or loss recognized as a result of the receipt of cash in
lieu of a fractional share will be a capital gain or loss equal
to the difference between the cash received and that portion of
the holder's tax basis in the Ready State common stock allocable
to the fractional share.

(3) The tax basis of Union Planters common stock to be received by
the stockholders of Ready State will be the same as the tax basis
of the Ready State common stock surrendered in exchange therefor
(reduced by any amount allocable to a fractional share interest
for which cash is received).

(4) The holding period of the Union Planters common stock to be
received by stockholders of Ready State will include the holding
period of the Ready State common stock surrendered in exchange
therefor, provided the Ready State shares were held as a capital
asset by the stockholders of Ready State on the date of the
exchange.

(5) A stockholder of Ready State who perfects his dissenters' rights
and who receives payment of the fair market value of his shares
of Ready State common stock will be treated as having received
such payment in redemption of such stock. Such redemption will
be subject to the conditions and limitations of Section 302 of
the Internal Revenue Code.

The obligation of Union Planters and Ready State to complete the merger
is conditioned on, among other things, receipt by Union Planters and Ready State
of an opinion of Alston & Bird LLP

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<PAGE> 35

substantially to the foregoing effect. The conditions relating to the receipt of
the tax opinion may be waived by both Union Planters and Ready State. Neither
Union Planters nor Ready State currently intends to waive the conditions
relating to the receipt of tax opinions. If the conditions relating to the
receipt of tax opinion were waived and the material federal income tax
consequences of the merger were substantially different from those described in
this proxy statement-prospectus, Ready State would resolicit the approval of its
stockholders prior to completing the merger.

Tax consequences of the merger may vary depending upon the particular
circumstances of each stockholder of Ready State. Accordingly, stockholders of
Ready State are urged to consult their own tax advisors as to the specific tax
consequences to them of the merger, including the applicability and effect of
state, local, and foreign tax laws.

BACKGROUND OF AND REASONS FOR THE MERGER

BACKGROUND TO THE MERGER. On May 27, 1998, the Ready State board of
directors retained Keefe, Bruyette & Woods, Inc. to advise Ready State on
various matters relating to the maximization of Ready State's stockholders'
value, including the possible sale or merger of Ready State with another
institution. During June and July of 1998, Keefe, Bruyette & Woods, Inc.
conducted its customary business review of Ready State and prepared, on behalf
of Ready State, various documents including a confidential offering memorandum
to solicit non-binding indications of interest from institutions, including
Union Planters, which may have had interest in acquiring Ready State. Keefe,
Bruyette & Woods, Inc. contacted twelve institutions, six responded, and Keefe,
Bruyette & Woods, Inc. subsequently distributed a confidential offering
memorandum to such entities upon Keefe, Bruyette & Woods, Inc.'s receipt of a
confidentiality agreement satisfactory to Ready State.

On July 28, 1998, Keefe, Bruyette & Woods, Inc. received on behalf of
Ready State, written non-binding indications of interest from three
institutions. Keefe, Bruyette & Woods, Inc. deemed Union Planters' revised
non-binding indication of interest superior in amount, form and substance to
competing non-binding indications of interests, and entered into exclusive
negotiations leading to the Agreement. The alternative non-binding indications
of interests were deemed inferior to that of Union Planters' as each of the
alternative non-binding indications of interest involved less consideration to
Ready State's stockholders, less local control, and institutions with different
corporate cultures, less compatible management or weaker stock.

On August 20, 1998, the Ready State board met to consider the Agreement
which contemplated a tax-free transaction utilizing all common stock. The
Agreement contemplated an exchange of shares of common stock based upon a fixed
number of shares of Union Planters common stock for each share of Ready State
common stock. The exchange ratio is subject to certain adjustments dependent
upon Union Planters stock price movement in the period prior to the closing of
the transaction as described in this proxy statement-prospectus. The Agreement
also made provision for Ready State's termination of the Agreement under various
conditions, as more fully described elsewhere in this proxy
statement-prospectus. The Ready State board also considered the then

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<PAGE> 36

prevailing stock market values, price to book value, price to tangible book
value and price earnings multiples of shares of Union Planters common stock, the
history of Union Planters paying dividends on Union Planters common stock, and
the value of recent comparable bank mergers and acquisitions. The Ready State
board then authorized the execution of the Agreement, subject to Ready State's
stockholder approval and the required regulatory approvals.

READY STATE'S REASONS FOR THE MERGER. The terms of the Agreement,
including the consideration to be paid to Ready State's stockholders, were the
result of arm's length negotiations between the authorized representatives of
Union Planters and Ready State. The Ready State board considered the following
factors that it deemed material:

(1) the consideration to be paid to Ready State's stockholders in
relation to the market value, book value, earnings per share,
and dividend rates of Ready State common stock;

(2) the financial condition, results of operations, capital levels,
asset quality and prospects for Ready State;

(3) market, industry and economic conditions and, in particular,
consolidation and competition in the financial services industry;

(4) the impact of the Merger on the depositors, employees, customers
and communities served by Ready State;

(5) the opinion of Ready State's financial advisor as to the fairness
of the exchange ratio to be received in the Merger, from a
financial point of view, to the holders of Ready State common
stock;

(6) the general structure of the transaction and the compatibility of
the management and business philosophies of both organizations;

(7) the likelihood of receiving the required approvals in a timely
manner; and

(8) the ability of the combined enterprise to compete in relevant
banking and non-banking markets.

In making its determination, the Ready State board did not find it
practicable to, and did not quantify or otherwise attempt to, assign relative
weights to the specific factors considered in reaching its determination.

In approving the Agreement, the Ready State board was aware that the
Agreement contains certain provisions prohibiting Ready State from initiating,
soliciting, or negotiating other offers or

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agreements to acquire Ready State. However, the Ready State board was also aware
that such terms were specifically bargained for inducements for Union Planters
to enter into the Agreement, and that the obligation of the Ready State board
under the Agreement to recommend approval of the Agreement by its stockholders
was explicitly made subject to, among other conditions, the fiduciary
obligations of the Ready State board under applicable law. Accordingly, the
Agreement permits the Ready State board, if required by the exercise of its
fiduciary duties under applicable law, to withdraw, modify, or change such
recommendation. See " -- Conduct of Business Pending the Merger."

Based upon the foregoing factors, Ready State's board of directors
concluded that it was in the best interests of Ready State and its stockholders
to enter into the merger and the Agreement and the Plan of Merger. The
importance of the various factors discussed above relative to one another cannot
be precisely determined or stated.

THE BOARD OF DIRECTORS OF READY STATE HAS UNANIMOUSLY APPROVED THE
AGREEMENT AND THE PLAN OF MERGER AND UNANIMOUSLY RECOMMENDS TO THE STOCKHOLDERS
OF READY STATE THAT THEY APPROVE AND ADOPT THE AGREEMENT AND THE PLAN OF MERGER
AND THE MERGER.

UNION PLANTERS' REASONS FOR THE MERGER. In adopting the Agreement, the
Plan of Merger, and the merger, Union Planters' board of directors considered a
number of factors concerning the benefits of the merger. Without assigning any
relative or specific weights to the factors, Union Planters board of directors
considered the following additional material factors:

(1) a review, based in part on a presentation by Union Planters'
management, of

- the business, operations, earnings, and financial condition,
including the capital levels and asset quality, of Ready State
on an historical, prospective, and pro forma basis and in
comparison to other financial institutions in the area,

- the demographic, economic, and financial characteristics of the
markets in which Ready State operates, including existing
competition, history of the market areas with respect to
financial institutions, and average demand for credit, on
historical and prospective basis, and

- the results of Union Planters' due diligence review of Ready
State; and

(2) a variety of factors affecting and relating to the overall
strategic focus of Union Planters.

Union Planters' board of directors determined that the merger was in the
best interests of Union Planters and its stockholders, and it unanimously
approved the proposed merger on October 15, 1998.

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OPINION OF READY STATE'S FINANCIAL ADVISOR

At the August 20, 1998 meeting of the Ready State board of directors,
during which the Ready State board of directors approved the Agreement, Keefe,
Bruyette & Woods, Inc. delivered to the Ready State board of directors an oral
opinion that, as of the date of such opinion and based upon and subject to
certain matters stated therein, the exchange ratio was fair, from a financial
point of view, to the holders of the Ready State common stock. Keefe, Bruyette &
Woods, Inc. delivered a written opinion dated __________, 1998 confirming this
oral opinion. In connection with its opinion dated the date of this proxy
statement-prospectus, Keefe, Bruyette & Woods, Inc. updated certain analyses
performed in connection with its opinion and reviewed the assumptions and
factors on which such analyses were based.

Keefe, Bruyette & Woods, Inc. has delivered to the Ready State board of
directors its updated written opinion dated the date of this proxy
statement-prospectus that as of such date the exchange ratio is fair, from a
financial point of view, to the holders of Ready State common stock. Keefe,
Bruyette & Woods, Inc.'s opinion is addressed to the Ready State board of
directors and does not constitute a recommendation as to how any stockholder of
Ready State should vote with respect to the Agreement.

THE FULL TEXT OF THE OPINION OF KEEFE, BRUYETTE & WOODS, INC., WHICH SETS
FORTH A DESCRIPTION OF THE PROCEDURES FOLLOWED, ASSUMPTIONS MADE, MATTERS
CONSIDERED AND LIMITS ON THE REVIEW UNDERTAKEN, IS ATTACHED TO THIS PROXY
STATEMENT-PROSPECTUS AS APPENDIX C AND IS INCORPORATED HEREIN BY REFERENCE.
READY STATE STOCKHOLDERS ARE URGED TO READ THE OPINION IN ITS ENTIRETY. THE
FOLLOWING SUMMARY OF THE OPINION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE FULL TEXT OF THE OPINION.

In rendering its opinion, Keefe, Bruyette & Woods, Inc.

(1) reviewed, among other things, the Agreement, audited yearly
financial reports of Ready State and Annual Reports on Form 10-K
of Union Planters, certain interim reports to stockholders of
Ready State and Quarterly Reports on Form 10-Q of Union Planters
and certain internal financial analyses and forecasts for Ready
State prepared by Ready State's management;

(2) held discussions with members of senior management of Ready State
and Union Planters regarding past and current business
operations, regulatory relationships, financial condition
and future prospects of the respective companies;

(3) compared certain financial information for Ready State and Union
Planters and stock market information for Union Planters with
similar information for certain other companies the securities of
which are publicly traded;

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(4) reviewed the financial terms of certain recent business
combinations in the banking industry; and

(5) performed such other studies and analyses as it considered
appropriate.

In conducting its review and arriving at its opinion, Keefe, Bruyette &
Woods, Inc. relied upon and assumed the accuracy and completeness of all of the
financial and other information provided to it or publicly available. Keefe,
Bruyette & Woods, Inc. did not attempt to verify such information independently.
Keefe, Bruyette & Woods, Inc. relied upon the management of Ready State as to
the reasonableness and achievability of the financial and operating forecasts
and projections (and assumptions and bases therefor) provided to Keefe, Bruyette
& Woods, Inc. and assumed that such forecasts and projections reflected the best
available estimates and judgments of such management and that such forecasts and
projections will be realized in the amounts and in the time periods estimated by
such management. Keefe, Bruyette & Woods, Inc. also assumed, without independent
verification, that the aggregate allowances for loan losses for Ready State and
Union Planters are adequate to cover such losses. Keefe, Bruyette & Woods, Inc.
did not make or obtain any evaluations or appraisals of the property of Ready
State or Union Planters, nor did Keefe, Bruyette & Woods, Inc. examine any
individual credit files.

The following is a summary of the material financial analyses employed by
Keefe, Bruyette & Woods, Inc. in connection with providing its opinion.

FINANCIAL SUMMARY OF THE UNION PLANTERS OFFER. Keefe, Bruyette & Woods,
Inc. calculated the multiple which the $28.84 per share offer (derived by
multiplying the exchange ratio of 0.639 times $45.13, the last reported sale
price of Union Planters on August 27, 1998) represents when compared to Ready
State's March 31, 1998 stated book value per share of $10.74, its March 31, 1998
estimated tangible book value per share of $10.74, its trailing 12 months (March
31, 1997 to March 31, 1998) earnings per share of $1.46 and its estimated 1998
earnings per share (provided by management) of $1.64. The price to book value
was ratio 268 percent, the price to tangible book value ratio was 268 percent,
the price to the trailing 12 months earnings per share multiple was 19.74 times
and the price to the 1998 earnings estimates per share multiple was 17.55.
Keefe, Bruyette & Woods, Inc. also described the transaction structure and the
conditions under which the number of shares of Union Planters common stock to be
issued would change and the effect that this would have on the per share
consideration received by Ready State stockholders.

SELECTED PEER GROUP ANALYSIS. Keefe, Bruyette & Woods, Inc. compared the
financial performance and market performance of Union Planters based on various
financial measures of earnings performance, operating efficiency, capital
adequacy and asset quality and various measures of market performance, including
market/book values, price to earnings and dividend yields to those of a group of
comparable holding companies. For purposes of such analysis, the financial
information used by Keefe, Bruyette & Woods, Inc. was as of and for the quarter
ended June 30, 1998 and the market price information was as of August 27, 1998.
The companies in the peer group were southeastern

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banks which had total assets ranging from approximately $7 billion to $35
billion. The companies were: SouthTrust Corporation, Regions Financial
Corporation, BB&T Corporation, AmSouth Bancorporation, First Tennessee National
Corporation, Compass Bancshares, Inc., Hibernia Corporation, First Virginia
Banks, Inc., Colonial BancGroup, Inc. and CCB Financial Corporation.

Keefe, Bruyette & Woods, Inc.'s analysis showed the following concerning
Union Planters' financial performance:

- the return on equity on an annualized basis was 17.34%, compared with
an average of 16.95% for the peer group;

- the return on assets on an annualized basis was 1.70%, compared with an
average of 1.35% for the group;

- the net interest margin on an annualized basis was 4.74%, compared with
an average of 4.28%;

- the efficiency ratio on an annualized basis was 54.55%, compared with
an average of 57.90%;

- the equity to assets ratio was 10.01%, compared to an average of 8.03%;

- the ratio of nonperforming assets to total loans and other real estate
owned was 1.01%, compared to an average of 0.55%; and

- the ratio of loan loss reserve to loans was 2.13%, compared to an
average of 3.49%.

Keefe, Bruyette & Woods, Inc.'s analysis further showed the following
concerning Union Planters' market performance:

- Union Planters' price to earnings multiple based on 1999 estimated
earnings was 11.01 times, compared to an average for the group of 14.00
times;

- its price to book value multiple was 2.09 compared to a group average
of 2.62 times; and

- the dividend yield was 4.40%, compared to an average for the group of
2.50%.

For purposes of the above calculations, all earnings estimates are based upon
the [I/B/E/S] published estimates for Union Planters.

CONTRIBUTION ANALYSIS. Keefe, Bruyette & Woods, Inc. analyzed the
relative contribution of each of Union Planters and Ready State to certain pro
forma balance sheet and income statement items

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of the combined entity. The contribution analysis showed that Ready State would
contribute approximately 2.0% of the combined common equity, 2.2% of the
combined estimated 1998 net income, and 2.1% of the combined total assets.
Keefe, Bruyette & Woods, Inc. compared the relative contribution of such balance
sheet and income statement items with the estimated pro forma ownership of 2.4%
for Ready State stockholders based on an exchange ratio of 0.639.

PRO FORMA EARNINGS PER SHARE, BOOK VALUE AND DIVIDENDS PER SHARE. Keefe,
Bruyette & Woods, Inc. analyzed the pro forma earnings per share, book value and
dividends per share of Ready State common stock assuming an exchange of 0.639
shares of Union Planters common stock for each share of Ready State common
stock. Based on 1999 earnings per share of $1.82 for Ready State and $4.10 for
Union Planters [I/B/E/S consensus estimate], Ready State's 1999 pro forma
earnings per share would have increased to $2.62, reflecting a 44.0 percent
increase. Ready State's pro forma annualized dividend per share would be $2.00
or approximately $6.4 million in aggregate annual dividends paid to Ready State
stockholders. Ready State did not pay annual dividends prior to the transaction.

DISCOUNTED CASH FLOW ANALYSIS. Keefe, Bruyette & Woods, Inc. estimated
the present value of Ready State common stock assuming that the stockholder held
the stock through December 31, 2003 and then sold it at December 31, 2003. For
purposes of this analysis, Keefe, Bruyette & Woods, Inc. utilized certain
projections of Ready State's future growth of assets, earnings and dividends.
Keefe, Bruyette & Woods, Inc. prepared a sensitivity analysis calculating
terminal values for Ready State as of December 31, 2003 by multiplying Ready
State's projected earnings per share for the year ended December 31, 2003 by a
range of assumed multiples of stock price to earnings from 14.0x to 24.0x. These
values were discounted to present value utilizing discount rates of 13.0%, 14.0%
and 15.0%, respectively. These rates were selected because, in Keefe, Bruyette &
Woods, Inc.'s experience, they represent the risk-adjusted rates of return that
investors in securities such as Ready State would require. On the basis of these
assumptions, Keefe, Bruyette & Woods, Inc. calculated a range of present values
for Ready State from $21.18 per share to $35.83 per share. These values were
compared to the $28.84 offer from Union Planters.

Keefe, Bruyette & Woods, Inc. stated that the discounted cash flow
present value analysis is a widely used valuation methodology but noted that it
relies on numerous assumptions, including asset and earnings growth rates,
terminal values and discount rates. The analysis did not purport to be
indicative of the actual values or expected values of Ready State common stock.

ANALYSIS OF SELECTED MERGER TRANSACTIONS. Keefe, Bruyette & Woods, Inc.
reviewed certain financial data related to a set of 39 recent comparable
nationwide bank holding company acquisitions with transaction values between
$100 million and $350 million since January 1, 1997. Keefe, Bruyette & Woods,
Inc. calculated an average of the comparable group's multiple of price to the
targets' future and trailing 12 months earnings as 20.94 times and 23.88 times,
respectively, compared to a multiple of price to future and trailing 12 months
earnings of 17.55 times and 19.74 times, respectively, for the merger; an
average multiple of price to the targets' stated book value of 3.04 times
compared to a

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multiple of 2.68 times associated with the merger; an average multiple of price
to the targets' estimated tangible book value of 2.91 times compared to a
multiple of 2.68 times associated with the merger; an average percentage of
price to the targets' asset value of 27.52 percent compared to a percentage of
23.75 percent associated with the merger; and an average premium to core
deposits (calculated by dividing the premium to tangible equity by core
deposits) of 25.43 percent compared to a premium 16.86 percent associated with
the merger.

Keefe, Bruyette & Woods, Inc. reviewed a second category of certain
financial data related to a set of 16 recent comparable southeastern bank
holding company acquisitions with transaction values over $100 million since May
1, 1997. Keefe, Bruyette & Woods, Inc. calculated an average of the comparable
southeast group's multiple of price to the targets' future and trailing 12
months earnings as 21.54 times and 23.85 times, respectively, compared to a
multiple of price to future and trailing 12 months earnings of 17.55 times and
19.74 times, respectively, for the merger; an average multiple of price to the
targets' stated book value of 2.95 times compared to a multiple of 2.68 times
associated with the merger; an average multiple of price to the targets'
estimated tangible book value of 3.07 times compared to a multiple of 2.68 times
associated with the merger; and an average percentage of price to the targets'
asset value of 29.34 percent compared to a percentage of 23.75 percent
associated with the merger; an average premium to core deposits (calculated by
dividing the premium to tangible equity by core deposits) of 30.10 percent
compared to a premium of 16.86 percent associated with the merger.

In reviewing these comparable transactions, Keefe, Bruyette & Woods, Inc.
pointed out that the average and median multiples of both groups reflected the
very strong market conditions that prevailed during the period studied. Keefe,
Bruyette & Woods, Inc. opined that current market conditions had, in general,
deteriorated from the previous year and that this would be reflected in the
multiples paid in the transaction.

No company or transaction used as a comparison in the above analysis is
identical to Ready State, Union Planters or the merger. Accordingly, an analysis
of the results of the foregoing is not mathematical; rather, it involves complex
considerations and judgments concerning differences in financial and operating
characteristics of the companies and other factors that could affect the public
trading value of the companies to which they are being compared.

OTHER ANALYSES. Keefe, Bruyette & Woods, Inc. also reviewed selected
investment research reports, earnings estimates, deposit market share analyses,
Union Planters' acquisition history, historical Union Planters stock price and
volume performance relative to the S&P 500 and the Keefe Bank Index, and other
financial data for Ready State and Union Planters.

The summary contained herein provides a description of the material
analyses prepared by Keefe, Bruyette & Woods, Inc. in connection with the
rendering of its opinion. The summary set forth above does not purport to be a
complete description of the analyses performed by Keefe, Bruyette & Woods, Inc.
in connection with the rendering of its opinion. The preparation of a fairness
opinion is

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not necessarily susceptible to partial analysis or summary description. Keefe,
Bruyette & Woods, Inc. believes that its analyses and the summary set forth
above must be considered as a whole and that selecting portions of its analyses
without considering all analyses, or selecting part of the above summary,
without considering all factors and analyses, would create an incomplete view of
the processes underlying the analyses set forth in Keefe, Bruyette & Woods,
Inc.'s presentations and opinion. The fact that any specific analysis has been
referred to in the summary above is not meant to indicate that such analysis was
given greater weight than any other analyses.

In performing its analyses, Keefe, Bruyette & Woods, Inc. made numerous
assumptions with respect to industry performance, general business and economic
conditions and other matters, many of which are beyond the control of Ready
State and Union Planters. The analyses performed by Keefe, Bruyette & Woods,
Inc. are not necessarily indicative of actual values or actual future results
which may be significantly more or less favorable than suggested by such
analyses. Such analyses were prepared solely as part of Keefe, Bruyette & Woods,
Inc.'s analysis of the fairness, from a financial point of view, of the exchange
ratio in the merger. These analyses were provided to the Ready State board of
directors in connection with the delivery of Keefe, Bruyette & Woods, Inc.'s
opinion. The analyses do not purport to be appraisals or to reflect the prices
at which a company actually might be sold or the prices at which any securities
may trade at the present time or at any time in the future. In addition, as
described above, Keefe, Bruyette & Woods, Inc.'s opinion, along with its
presentation to the Ready State board of directors, was just one of many factors
taken into consideration by the Ready State board of directors in unanimously
approving the Agreement.

Keefe, Bruyette & Woods, Inc. as part of its investment banking business,
is continually engaged in the valuation of banking businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, competitive biddings, secondary distributions of listed and
unlisted securities, private placements and valuations for estate, corporate and
other purposes. As specialists in the securities of banking companies, Keefe,
Bruyette & Woods, Inc. has experience in, and knowledge of, the valuation of
banking enterprises. In the ordinary course of its business as a broker-dealer,
Keefe, Bruyette & Woods, Inc. may, from time to time, purchase securities from,
and sell securities to, Ready State and Union Planters.

Ready State has agreed to pay Keefe, Bruyette & Woods, Inc., at the time
of closing, a contingent fee of 1.0% of the market value of the aggregate
consideration offered in exchange for the outstanding shares of common stock of
Ready State in the merger if the market value of aggregate consideration is
greater than three times the book value of Ready State as of March 30, 1998. If
the market value of the aggregate consideration is less than three times the
book value of Ready State as of March 30, 1998, Ready State has agreed to pay
Keefe, Bruyette & Woods, Inc. .75% of the market value of the aggregate
consideration. Ready State has agreed to pay Keefe, Bruyette & Woods, Inc.
concurrently with the first to be executed of an agreement in principle or a
definitive agreement contemplating the consummation of a merger a cash fee of
$150,000 The fee paid prior to the contingent fee payment will be credited
against the contingent fee. Based on the closing price of Union Planters common
stock on ____ __, 1998, the amount of the contingent fee would have been

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$______. Pursuant to the Keefe, Bruyette & Woods, Inc. engagement agreement,
Ready State also agreed to reimburse Keefe, Bruyette & Woods, Inc. for
out-of-pocket expenses and disbursements incurred in connection with its
retention not in excess of $15,000, and to indemnify against certain
liabilities, including liabilities under the federal securities laws.

EFFECTIVE TIME OF THE MERGER

Subject to the conditions to the obligations of the parties to effect the
merger, the merger will become effective on the date and at the time specified
by the certificate of merger reflecting the merger issued by the Office of the
Comptroller of the Currency. Unless Union Planters and Ready State agree
otherwise, they will use reasonable efforts to cause the merger to become
effective on the date designated by Union Planters that is within 30 days after
the last to occur of:

(1) the effective date of the last consent of any regulatory
authority having authority over and approving or exempting the
merger (taking into account any required waiting period);

(2) the date on which Ready State's stockholders approve the
Agreement and the Plan of Merger; and

(3) the date on which all other conditions precedent, other than
those conditions which relate to those actions to be taken at
closing, to each party's obligations under the Agreement have
been satisfied or waived.

Union Planters and Ready State anticipate that the merger will become
effective on or about December 31, 1998. However, delays could occur.

Union Planters and Ready State cannot assure you that the necessary
stockholder and regulatory approvals of the merger will be obtained or that
other conditions to consummation of the merger can or will be satisfied. Either
Ready State's or Union Planters' board of directors may terminate the Agreement
and the Plan of Merger if the merger is not completed by May 31, 1999, unless it
is not completed because of the willful breach of the Agreement by the party
seeking termination. See "-- Conditions to Consummation of the Merger" and "--
Waiver, Amendment, and Termination."

DISTRIBUTION OF UNION PLANTERS STOCK CERTIFICATES

Promptly after the merger is completed, each former Ready State
stockholder will be mailed a letter of transmittal and instructions for the
exchange of the certificates representing shares of Ready State common stock for
certificates representing shares of Union Planters common stock. Union Planters
expects that one of its bank subsidiaries will serve as the exchange agent.

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You should not send in your certificates until you receive a letter of
transmittal and instructions.

After you surrender to the exchange agent certificates for Ready State
common stock with a properly completed letter of transmittal, the exchange agent
will mail you a certificate or certificates representing the number of shares of
Union Planters common stock to which you are entitled and a check for the amount
to be paid in lieu of any fractional share (without interest), if any, together
with all undelivered dividends or distributions in respect of the shares of
Union Planters common stock (without interest thereon), if any. Union Planters
will not be obligated to deliver the consideration to you, as a former Ready
State stockholder, until you have surrendered your Ready State common stock
certificates.

Whenever a dividend or other distribution is declared by Union Planters
on Union Planters common stock with a record date after the date on which the
merger became effective, the declaration will include dividends or other
distributions on all shares of Union Planters common stock that may be issued in
the merger. However, Union Planters will not pay any dividend or other
distribution that is payable after the effective date of the merger to any
former Ready State stockholder who has not surrendered his or her Ready State
common stock certificate until the holder surrenders the certificate. If any
Ready State stockholder's common stock certificate has been lost, stolen, or
destroyed, the exchange agent will issue the shares of Union Planters common
stock and any cash in lieu of fractional shares upon the stockholder's
submission of an affidavit claiming the certificate to be lost, stolen, or
destroyed by the stockholder of record and the posting of a bond in such amount
as Union Planters may reasonably direct as indemnity against any claim that may
be made against Union Planters with respect to the certificate.

At the time the merger becomes effective, the stock transfer books of
Ready State will be closed to Ready State's stockholders and no transfer of
shares of Ready State common stock by any stockholder will thereafter be made or
recognized. If certificates for shares of Ready State common stock are presented
for transfer after the merger becomes effective, they will be canceled and
exchanged for shares of Union Planters common stock, a check for the amount due
in lieu of fractional shares, if any, and any undelivered dividends on the Union
Planters common stock.

CONDITIONS TO CONSUMMATION OF THE MERGER

Union Planters and Ready State are required to complete the merger only
after the satisfaction of various conditions. These conditions include:

(1) the holders of a majority of the outstanding shares of Ready
State common stock must approve the Agreement and the Plan of
Merger;

(2) Union Planters and Ready State must receive certain required
regulatory approvals;

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(3) Union Planters and Ready State must receive a written opinion of
counsel as to the tax-free nature of the merger;

(4) the SEC must declare the registration statement, registering the
shares of Union Planters common stock to be issued to Ready State
stockholders in the merger, effective under the Securities Act of
1933, as amended;

(5) the shares of Union Planters common stock to be issued in the
merger must be approved for listing on the NYSE, subject to
official notice of issuance;

(6) the representations and warranties of Ready State and Union
Planters as set forth in the Agreement must be accurate as of the
date of the Agreement and as of the date the merger becomes
effective;

(7) Ready State and Union Planters must perform all agreements and
comply with all covenants set forth in the Agreement,

(8) Union Planters and Ready State must receive all other consents
that may be required to complete the merger or to prevent any
default under any contract or permit which would be reasonably
likely to have, individually or in the aggregate, a material
adverse effect on Ready State or Union Planters;

(9) Union Planters must receive a letter as of the date the merger
becomes effective from PricewaterhouseCoopers LLP to the effect
that the merger will qualify for pooling-of-interests accounting
treatment;

(10) the absence of any law or order or any action taken by any court,
governmental, or regulatory authority of competent jurisdiction
prohibiting or restricting the merger or making it illegal;

(11) Union Planters must receive agreements from each person Ready
State reasonably believes may be deemed an affiliate of Ready
State; and

(12) certain other conditions must be satisfied, including the receipt
of various certificates from the officers of Ready State and
Union Planters.

Neither Union Planters nor Ready State can assure Ready State
stockholders as to when or if all of the conditions to the merger can or will be
satisfied or waived by the party permitted to do so. If the merger is not
effected on or before May 31, 1999, the board of directors of either Ready State
or Union Planters may terminate the Agreement and abandon the merger. See "--
Waiver, Amendment, and Termination."

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REGULATORY APPROVAL

Union Planters must receive certain regulatory approvals before the
merger can be completed. There is no assurance that these regulatory approvals
will be obtained or when they will be obtained.

It is a condition to the completion of the merger that Union Planters and
Ready State receive all necessary regulatory approvals to the merger, without
the imposition by any regulator of any condition that, in the reasonable
judgment of the Union Planters board of directors, would so materially adversely
impact the financial or economic benefits of the merger that, had such condition
or requirement been known, Union Planters would not have entered into the
Agreement. There can be no assurance that the regulatory approvals of the merger
will not contain terms, conditions or requirements which would have such an
impact.

Ready State and Union Planters are not aware of any material governmental
approvals or actions that are required to complete the merger, except as
described below. Should any other approval or action be required, Union Planters
and Ready State contemplate that they would seek such approval or action.

The merger is subject to the prior approval of the Office of the
Comptroller of the Currency. In evaluating the merger, the Office of the
Comptroller of the Currency must consider, among other factors, the financial
and managerial resources and future prospects of the institutions and the
convenience and needs of the communities to be served. The relevant statutes
prohibit the Office of the Comptroller of the Currency from approving the merger
if:

(1) it would result in a monopoly or be in furtherance of any
combination or conspiracy to monopolize or attempt to monopolize
the business of banking in any part of the United States; or

(2) its effect in any section of the country could be to
substantially lessen competition or to tend to create a monopoly,
or if it would result in a restraint of trade in any other
manner.

But, if the Office of the Comptroller of the Currency should find that
any anticompetitive effects are outweighed clearly by the public interest and
the probable effect of the transaction in meeting the convenience and needs of
the communities to be served, it may approve the merger. The merger may not be
consummated until the 30th day (which the Office of the Comptroller of the
Currency may reduce to 15 days) following the date of the Office of the
Comptroller of the Currency approval, during which time the United States
Department of Justice would be afforded the opportunity to challenge the
transaction on antitrust grounds. The commencement of any antitrust action would
stay the effectiveness of the approval of the agencies, unless a court of
competent jurisdiction should specifically order otherwise.

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WAIVER, AMENDMENT, AND TERMINATION

To the extent permitted by law, the boards of directors of Union Planters
and Ready State may agree in writing to amend the Agreement, whether before or
after Ready State's stockholders have approved the Agreement and the Plan of
Merger; provided, however, that after such approval by the Ready State
stockholders, no amendments may be made which modify in any material respect,
the consideration to be received by the holders of the Ready State common stock
without further approval of such stockholders. In addition, before or at the
time the merger becomes effective, either Ready State or Union Planters, or
both, may waive any default in the performance of any term of the Agreement by
the other party or may waive or extend the time for the compliance or
fulfillment by the other party of any and all of its obligations under the
Agreement. In addition, either Union Planters or Ready State may waive any of
the conditions precedent to its obligations under the Agreement, unless a
violation of any law or governmental regulation would result. To be effective, a
waiver must be in writing and signed by a duly authorized officer of Ready State
or Union Planters, as the case may be.

At any time before the merger becomes effective, the boards of directors
of Union Planters and Ready State may agree to terminate the Agreement and the
Plan of Merger. In addition, either Ready State's board of directors or the
Union Planters board of directors may terminate the Agreement in the following
circumstances:

(1) in certain circumstances, upon the inaccuracy of any
representation or warranty of a party contained in the Agreement
if the inaccuracy cannot be or has not been cured within 30 days
after the giving of written notice to the breaching party of such
inaccuracy and which inaccuracy would provide the terminating
party the ability to refuse to consummate the merger under the
applicable standards set forth in the Agreement (provided that
the terminating party is not then in breach of any representation
or warranty contained in the Agreement under the applicable
standard set forth in the Agreement or in material breach of
any covenant or other agreement contained in the Agreement);

(2) if a material breach by the other party of any covenant or
agreement contained in the Agreement cannot be or has not been
cured within 30 days after the giving of written notice to the
breaching party of such breach (provided that the terminating
party is not then in breach of any representation or warranty
contained in the Agreement under the applicable standard set
forth in the Agreement or in material breach of any covenant or
other agreement contained in the Agreement);

(3) if any consent of any regulatory authority required to complete
the merger or other transactions contemplated by the Agreement
has been denied by final nonappealable action, or if any action
taken by such authority is not appealed within the time limit for
appeal;

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<PAGE> 49

(4) if the stockholders of Ready State fail to approve the Agreement,
the Plan of Merger and the merger at the special meeting; or

(5) if the merger is not consummated by May 31, 1999, provided that
the failure to consummate is not caused by any willful breach of
the Agreement by the party electing to terminate; and

Ready State's board of directors may also terminate the Agreement
pursuant to the relevant provisions of the Agreement described in " -- What
Ready State Stockholders Will Receive in the Merger" on page 23.

If the merger is terminated, the Agreement and the Plan of Merger will
become void and have no effect, except that certain provisions of the Agreement,
including those relating to the obligations to share certain expenses and
maintain the confidentiality of certain information obtained, will survive.
Termination of the Agreement will not relieve any breaching party from liability
for any uncured willful breach of a representation, warranty, covenant, or
agreement. The Termination Fee Agreement is governed by its own terms as to its
termination. See "-- Expenses and Fees" and "-- Termination Fee Agreement."

CONDUCT OF BUSINESS PENDING THE MERGER

The Agreement obligates Ready State to conduct its business only in the
usual, regular, and ordinary course before the merger becomes effective and
imposes certain limitations on the operations of Ready State and its banking
subsidiaries. These items are listed in Article 7 of the Agreement which is
attached as Appendix A to this proxy statement-prospectus. The Agreement
authorizes Ready State to declare and pay regular quarterly dividends on the
Ready State common stock with the same payment and record dates as those
established by Union Planters for the payment of quarterly cash dividends on
Union Planters common stock, in an amount per share equal to the product
obtained by multiplying (1) the quotient obtained by dividing (a) $169 million
divided by the number of shares of Ready State common stock issued and
outstanding on the record date for determining the stockholders entitled to such
dividend (the "Dividend Record Date") by (b) the closing price of Union Planters
common stock on the Dividend Record Date rounded to the nearest thousandth by
(2) the amount of the dividend to be paid by Union Planters to the holders of
Union Planters common stock (the "Union Planters Dividend Payment"); provided,
however, (1) in the event the closing price for Union Planters common stock on
the Dividend Record Date shall be greater than $59.00, then the amount per share
of such dividend shall be .574 multiplied by the Union Planters Dividend Payment
and (2) in the event the closing price for Union Planters common stock on the
Dividend Record Date shall be less than $53.00, then the amount of such dividend
shall be .639 multiplied by the Union Planters Dividend Payment. The Agreement
contemplates that the merger will be timed to occur at such a time that the
Ready State stockholders will not fail to receive a dividend during a quarterly
period, nor will they receive a dividend on both their Ready State common stock
and the Union Planters common stock they receive in the merger during the same
quarterly period.

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<PAGE> 50

Ready State has also agreed that neither it nor any of its
representatives will directly or indirectly solicit any proposal for the
acquisition of Ready State or, except to the extent necessary to comply with the
fiduciary duties of Ready State's board of directors as advised by its counsel,
furnish any non-public information concerning Ready State that it is not legally
obligated to furnish, negotiate with respect to, or enter into any contract with
respect to, any proposal to acquire Ready State.

Union Planters and Ready State have also agreed not to take any action
that would (a) materially adversely affect their ability to obtain any consents
required for the merger or prevent the merger from qualifying for
pooling-of-interests accounting treatment or as a tax-free reorganization under
the Internal Revenue Code (see "-- Certain Federal Income Tax Consequences of
the Merger"), or (b) materially adversely affect their ability to perform their
covenants and agreements under the Agreement.

MANAGEMENT AND OPERATIONS AFTER THE MERGER

The merger will not change the present management team or board of
directors of Union Planters. Information concerning the management of Union
Planters is included in the documents incorporated by reference in this proxy
statement-prospectus. See "WHERE YOU CAN FIND MORE INFORMATION." For additional
information regarding the interests of certain persons in the merger, see "--
Interests of Certain Persons in the Merger."

Union Planters Bank, National Association will be the surviving
corporation resulting from the merger and will continue to be governed by the
laws of the United States and operate in accordance with its Articles of
Association.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

GENERAL. Certain members of Ready State's management and Ready State's
board of directors may be deemed to have certain interests in the merger that
are in addition to their interests as stockholders of Ready State generally.
Ready State's board of directors was aware of these interests and considered
them, among other matters, in approving the Agreement, the Plan of Merger and
the merger.

SEVERANCE/RETENTION PLAN. Ready State has adopted a severance/retention
plan which will provide cash payments to certain Ready State employees if the
merger is completed. Under this plan, Jorge Triay, President and Chief Executive
Officer of Ready State will receive a payment of $150,000. Mr. Triay will
receive this payment either at the time Union Planters Bank, National
Association terminates his employment or, if Mr. Triay is still employed by
Union Planters Bank, National Association, one year after the closing date of
the merger, whichever is earlier. Mr. Triay will not receive this payment if the
merger is not completed.

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<PAGE> 51

STOCK OPTIONS. Certain directors and executive officers of Ready State
own options to purchase Ready State common stock. These options were issued
under Ready State's 1998 Employee Stock Option Plan. If the merger is
consummated those options (whether or not they are exercisable at that time)
will be converted into options to purchase Union Planters common stock. Those
options which are not exercisable at the effective time of the merger, will vest
according to the vesting schedule currently in place.

The following table shows you how many Ready State options the Ready
State executive officers owned on _____, 1998. Ready State does not issue
options to non-employee directors.

<TABLE>
<CAPTION>
Weighted
Average
Stock Exercise Price
Options Held Per Option
---------------- ----------------
<S> <C> <C>
Jorge Triay .......................... 5,000 $18.78
Francisco J. Roza .................... 1,000 18.78
Ricardo L. Sanchez ................... 1,500 18.78
Hildelisa Cordovez ................... 1,500 18.78
Manuel Lopez ......................... 2,000 18.78
Executive Officers as a Group
(5 persons)....................... 11,000 18.78
</TABLE>

When the merger becomes effective, each option granted under Ready
State's stock option plan that is outstanding, whether or not exercisably will
become an option to purchase Union Planters common stock. See "-- Effect of the
Merger on Ready State Options."

INDEMNIFICATION; DIRECTORS AND OFFICERS INSURANCE. Union Planters has
agreed to indemnify the present and former directors, officers, employees, and
agents of Ready State and its subsidiaries against certain liabilities arising
out of actions or omissions occurring at or prior to the time the merger becomes
effective (including the merger) to the full extent permitted under Florida law,
Ready State's charter and bylaws, and any indemnity agreements previously
entered into by Ready State or any of its subsidiaries and any director,
officer, employee, or agent of Ready State or any of its subsidiaries. This
provision of the Agreement is consistently included in Union Planters' standard
form merger agreement and is not intended to broaden in any manner the scope of
indemnification to which the present and former directors, officers, employees,
and agents of Ready State and its subsidiaries are entitled, but serves to
ratify the legal obligations of Ready State and its subsidiaries to provide
indemnification in accordance with Florida law, Ready State's charter and
bylaws, and any indemnification agreements to which Ready State or its
subsidiaries is a party with an indemnified person. These obligations will be
assumed by Union Planters Bank, National Association upon completion of the
merger. The indemnification provided under these instruments will be subject to
the same standards that currently apply in determining whether indemnified
parties are entitled to indemnification.

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<PAGE> 52

ACCOUNTING TREATMENT

It is anticipated that the merger will be accounted for as a
pooling-of-interests. Under the pooling-of-interests method of accounting, the
recorded amounts of the assets and liabilities of Ready State will be carried
forward at their previously recorded amounts. Since Ready State is not
considered significant to Union Planters from a financial statement presentation
standpoint, the operations results will be included in Union Planters' results
from the effective time of the merger forward.

In order for the merger to qualify for pooling-of-interests accounting
treatment, substantially all (90% or more) of the outstanding Ready State common
stock must be exchanged for Union Planters common stock with substantially
similar terms. There are certain other criteria that must be satisfied in order
for the merger to qualify as a pooling-of-interests. Some of the criteria cannot
be satisfied until after the merger becomes effective. In addition, it is a
condition to closing the merger that PricewaterhouseCoopers LLP deliver a letter
to Union Planters to the effect the merger will qualify for pooling-of-interests
accounting treatment.

Certain conditions will be imposed on the exchange of Ready State common
stock for Union Planters common stock in the merger by affiliates of Ready
State. Certain restrictions will also be imposed on the transferability of the
Union Planters common stock received by those affiliates in the merger. These
conditions and restrictions will be imposed in order, among other things, to
ensure the availability of pooling-of-interests accounting treatment. For
information concerning these conditions and restrictions see"-- Resales of Union
Planters Common Stock."

EXPENSES AND FEES

Union Planters and Ready State will each pay its own expenses in
connection with the merger, including filing, registration and application fees,
printing fees, and fees and expenses of its own financial or other consultants,
investment bankers, accountants, and counsel, except that each of Union Planters
will bear and pay the filing fees and printing costs incurred in connection with
the registration statement and this proxy statement-prospectus.

RESALES OF UNION PLANTERS COMMON STOCK

Union Planters common stock to be issued to stockholders of Ready State
in the merger will be registered under the Securities Act of 1933, as amended.
All shares of Union Planters common stock received by stockholders of Ready
State in the merger will be freely transferable after the merger by those
stockholders of Ready State who are not considered to be "affiliates" of Ready
State or Union Planters. "Affiliates" generally are defined as persons or
entities who control, are controlled by, or are under common control with Ready
State or Union Planters at the time of the special meeting (generally, executive
officers, directors, and 10% or greater stockholders).

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<PAGE> 53

Rule 145 promulgated, under the Securities Act of 1933, as amended,
restricts the sale of Union Planters common stock received in the merger by
affiliates of Ready State and certain of their family members and related
entities. Under the rule, during the first calendar year after the merger
becomes effective, affiliates of Ready State or Union Planters may resell
publicly the Union Planters common stock they receive in the merger but only
within certain limitations as to the amount of Union Planters common stock they
can sell in any three-month period and as to the manner of sale. After the
one-year period, affiliates of Ready State who are not affiliates of Union
Planters may resell their shares without restriction. Union Planters must
continue to satisfy its reporting requirements under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") in order for affiliates to resell,
under Rule 145, shares of Union Planters common stock received in the merger.
Affiliates also would be permitted to resell Union Planters common stock
received in the merger pursuant to an effective registration statement under the
Securities Act of 1933, as amended, or an available exemption from the
Securities Act of 1933, as amended, registration requirements. This proxy
statement-prospectus does not cover any resales of Union Planters common stock
received by persons who may be deemed to be affiliates of Ready State or Union
Planters.

The SEC's guidelines regarding qualifying for the "pooling-of-interests"
method of accounting also limit sales of shares of Union Planters and Ready
State by their affiliates in connection with the merger. The SEC's guidelines
indicate that the "pooling-of-interests" method of accounting generally will not
be challenged on the basis of sales by affiliates of the acquiring or acquired
company if such affiliates do not dispose of any of the shares of the
corporation they own, or shares of a corporation they receive in connection with
a merger, during the period beginning 30 days before the merger is consummated
and ending when financial results covering at least 30 days of post-merger
operations of the combined companies have been published.

Ready State has agreed to use its reasonable efforts to cause each person
who may be deemed to be an affiliate of Ready State to execute and deliver to
Union Planters not later than 30 days prior to the effective time of the merger,
an agreement intended to ensure compliance with the Securities Act of 1933, as
amended, and to preserve the ability of the merger to be accounted for as a
"pooling-of-interests." Each Ready State affiliate must agree not sell, pledge,
transfer, or otherwise dispose of any Ready State common stock held by the
affiliate except as contemplated by the Agreement or the affiliate agreement. In
addition, each Ready State affiliate must agree not to sell, pledge, transfer or
otherwise dispose of any Union Planters common stock received in the merger (1)
except in compliance with the Securities Act of 1933, as amended, and the rules
and regulations under the Securities Act of 1933, as amended, and (2) until such
time as financial results covering 30 days of combined operations of Union
Planters and Ready State have been published. Prior to publication of such
results, Union Planters will not transfer on its books any shares of Union
Planters common stock received by an affiliate in the merger. The stock
certificates representing Union Planters common stock issued to affiliates in
the merger may bear a legend summarizing these restrictions on transfer. See "--
Conditions to Consummation of the Merger."

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<PAGE> 54

TERMINATION FEE AGREEMENT

Ready State and Union Planters have entered into a termination fee
agreement which requires Ready State to pay Union Planters $5.0 million if, as a
result of certain circumstances described below, the merger is not consummated.
Ready State entered into the termination fee agreement as an inducement and as a
condition to Union Planters entering into the Agreement.

The termination fee agreement provides that Ready State must pay Union
Planters the termination fee if all of the following conditions are met:

(1) the board of directors of Union Planters or Ready State terminate
the Agreement because of:

(a) an inaccuracy of any representation or warranty of the other
party contained in the Agreement which cannot be or has not
been cured within 30 days after the giving of written
notice to the breaching party of such inaccuracy and which
inaccuracy would provide the terminating party the ability
to refuse to consummate the merger under the applicable
standard set forth in the Agreement; provided that, the
terminating party cannot then be in breach of any
representation or warranty contained in this Agreement
under the applicable standard set forth in the Agreement or
in material breach of any covenant or other agreement
contained in the Agreement;

(b) a material breach by the other party of any covenant or
agreement contained in the Agreement which cannot be or has
not been cured within 30 days after the giving of written
notice to the breaching party of such breach; provided that,
the terminating party cannot then be in breach of any
representation or warranty contained in this Agreement under
the applicable standard set in the Agreement or in material
breach of any covenant or other agreement contained in this
Agreement;

(2) before or at the same time as the termination one of the
following events shall have occurred:

(a) the Ready State board of directors shall have:

- failed to approve or recommend the Agreement or the merger,

- withdrawn or modified in a manner adverse to Union Planters
its approval or recommendation of the Agreement or the
merger, or

- resolved or publicly announced an intention to do either of
the foregoing;

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<PAGE> 55

(b) Ready State or any Significant Subsidiary (as defined in Rule
1-02 of Regulation S-X promulgated by the SEC), or the Ready
State board of directors shall have:

- recommended that the stockholders of Ready State approve any
Acquisition Proposal (as such term is defined below) or

- entered into an agreement with respect to, authorized,
approved, proposed or publicly announced its intention to
enter into, any Acquisition Proposal;

(c) the Agreement shall not have been approved at a meeting of
Ready State stockholders which has been held for that purpose
prior to termination of the Agreement in accordance with its
terms, if prior thereto it shall have been publicly announced
that any person (other than Union Planters or any of its
subsidiaries) shall have made, or disclosed an intention to
make, an Acquisition Proposal;

(d) any person (together with its affiliates and associates) or
group (as such terms are used for purposes of Section 13(d) of
the Exchange Act) (other than Union Planters and its
subsidiaries) shall have acquired beneficial ownership (as
such term is used for purposes of Section 13(d) of the
Exchange Act) or the right to acquire beneficial ownership
of 20% or more of the then outstanding shares of the stock
then entitled to vote generally in the election of directors
of Ready State for a Significant Subsidiary; or

(e) following the making of an Acquisition Proposal, Ready State
shall have breached any covenant or agreement contained in the
Agreement such that Union Planters would be entitled to
terminate the Agreement under Section 10.1 thereof (without
regard to any grace period provided for therein) unless such
breach is promptly cured without jeopardizing consummation of
the merger pursuant to the terms of the Agreement; and

(3) before, concurrently, or within 12 months after the termination,
the consummation of one of the following has occurred:

(a) a merger or consolidation, or any similar transaction,
involving Ready State or any Significant Subsidiary (other
than mergers, consolidations or similar transactions
involving solely Ready State and one or more wholly owned
subsidiaries of Ready State and other than a merger or
consolidation as to which the common stockholders of Ready
State immediately prior thereto in the aggregate own at least
70% of the common stock of the publicly held surviving or
successor corporation (or any publicly held parent company
thereof) immediately following consummation thereof);

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<PAGE> 56

(b) a purchase, lease or other acquisition of all or substantially
all of the assets or deposits of Ready State or any
Significant Subsidiary; or

(c) a purchase or other acquisition (including by way of merger,
consolidation, share exchange or otherwise) of securities
representing 50% or more of the voting power of Ready State or
any significant subsidiary.

An "Acquisition Proposal" shall mean in each case, with respect to any of
the transactions listed above in paragraph (3) with a counterparty other than
the parent of Ready State or any of Ready State's subsidiaries (except that the
percentage reference contained in subparagraph (3)(c) shall be 20% rather than
50%), any of the following:

- a publicly announced proposal;

- a regulatory application of or notice (whether in draft or final form);

- an agreement or understanding;

- a disclosure of an intention to make a proposal; or

- an amendment to any of the foregoing, made or filed on or after the
date of the termination fee agreement.

However, provided that Ready State is not in material breach of any of
its covenants or agreements contained in the Agreement, Ready State will not be
obligated to pay the termination fee if Union Planters is in material breach of
any of the covenants or agreements contained in the Agreement entitling Ready
State to terminate the Agreement, without regard to any grace period provided
for in the Agreement.

EFFECT OF THE MERGER ON RIGHTS OF STOCKHOLDERS

In the merger, stockholders of Ready State will exchange their shares of
Ready State for shares of Union Planters. Ready State is a Florida state bank
governed by Florida law and Ready State's charter and bylaws. Union Planters is
a Tennessee corporation governed by Tennessee law and Union Planters' charter
and bylaws. There are significant differences between the rights of Ready State
stockholders and Union Planters stockholders. The following is a summary of the
principal differences between the current rights of Ready State stockholders and
those of Union Planters' stockholders.

The following summary is not intended to be complete and is qualified it
its entirety by reference to the Florida Banking Code, the Florida Business
Corporation Act, and the Tennessee

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Business Corporation Act, as well as Union Planters' charter and bylaws and
Ready State's charter and bylaws.

ANTI-TAKEOVER PROVISIONS GENERALLY

UNION PLANTERS. Union Planters' charter and bylaws contain certain
provisions designed to assist the Union Planters board of directors in playing a
role if any group or person attempts to acquire control of Union Planters so
that the Union Planters board of directors can further protect the interests of
Union Planters and its stockholders under the circumstances. These provisions
may help the Union Planters board of directors determine that a sale of control
is in the best interests of Union Planters' stockholders, or enhance the Union
Planters board of directors' ability to maximize the value to be received by the
stockholders upon a sale of control of Union Planters.

Although Union Planters' management believes that these provisions are
beneficial to Union Planters' stockholders, they also may tend to discourage
some takeover bids. As a result, Union Planters' stockholders may be deprived of
opportunities to sell some or all of their shares at prices that represent a
premium over prevailing market prices. On the other hand, defeating undesirable
acquisition offers can be a very expensive and time-consuming process. To the
extent that these provisions discourage undesirable proposals, Union Planters
may be able to avoid those expenditures of time and money.

These provisions also may discourage open market purchases by a company
that may desire to acquire Union Planters. Those purchases may increase the
market price of Union Planters common stock temporarily, and enable stockholders
to sell their shares at a price higher than that they might otherwise obtain. In
addition, these provisions may decrease the market price of Union Planters
common stock by making the stock less attractive to persons who invest in
securities in anticipation of price increases from potential acquisition
attempts. The provisions also may make it more difficult and time consuming for
a potential acquiror to obtain control of Union Planters through replacing the
board of directors and management. Furthermore, the provisions may make it more
difficult for Union Planters' stockholders to replace the board of directors or
management, even if a majority of the stockholders believe that replacing the
board of directors or management is in the best interests of Union Planters.
Because of these factors, these provisions may tend to perpetuate the incumbent
board of directors and management. For more information about these provisions,
see "--Authorized Capital Stock," "-- Amendment of Charter and Bylaws," "--
Classified Board of Directors and Absence of Cumulative Voting," "-- Director
Removal and Vacancies," "-- Limitations on Director Liability," "--
Indemnification," "-- Special Meeting of Stockholders," "-- Actions by
Stockholders Without a Meeting," "-- Stockholder Nominations and Proposals" and
"-- Business Combinations."

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READY STATE. Ready State's stockholders are parties to a stockholders'
agreement that places certain restrictions on their ability to transfer their
shares of Ready State common stock. The intent of this agreement is to provide
continuity, consistency and stability in the management and policies of the
Ready State. However, the agreement may prevent the transfer of control Ready
State. It may also prevent a Ready State stockholder from obtaining a premium
for his or her shares.

The agreement provides that any stockholder who is a party to the
agreement must first offer his shares to the other parties before offering to
sell his or her shares to non-parties or before accepting an offer from a
non-party to buy his or her shares. The prices at which the stockholder offers
his or her shares to the other parties must be the lesser of the price to be
paid by the non-party or the fair market value of the shares, as determined
annually by the certified public accountants of Ready State as of the end of the
preceding fiscal year. The other stockholders each have the right to purchase
the shares so offered on a pro rata basis in accordance with the percentage of
outstanding shares, excluding those shares then being offered for sale, that
each stockholder owns.

If the other stockholders who are parties to the stockholders' agreement
do not buy some or all of the shares offered for sale, the stockholder so
offering may sell the remaining shares to a non-party, but only in compliance
with the terms at which the shares were offered to the other parties to the
stockholders' agreement. The agreement also provides that if a stockholder who
is party to the agreement becomes insolvent or is otherwise forced to transfer
his or her shares, the other stockholders have an option to buy the insolvent
stockholders' shares. Any transfers of shares, voluntary or involuntary, made in
violation of the agreement are considered void and create an option for the
other stockholders to buy those shares.

The agreement provides an exception to its requirements for transfers
among immediate family members and for the creation of a trust or a bequest in a
will for the benefit of immediate family members. It also provides an exception
if a party to the agreement wants to transfer one percent or less of the total
number of outstanding shares of Ready State. If a stockholder wants to transfer
one percent or less, he or she must make a request to the Ready State board of
directors stating the terms on which the transfer is to be made. The board of
directors may either grant the request or designate another person to whom the
stockholder must transfer those shares, the transfer to whom must be on the same
terms that the stockholder had presented to the board of directors in his or her
request.

AUTHORIZED CAPITAL STOCK

UNION PLANTERS. Union Planters is authorized to issue 300,000,000 shares
of common stock, of which 136,063,035 shares were issued and outstanding as of
October 31, 1998, and 10,000,000 shares of no par value preferred stock, of
which 968,865 shares of Series E preferred stock were issued and outstanding as
of October 31, 1998. The Union Planters board of directors may authorize the

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<PAGE> 59

issuance of additional shares of common stock without further action by its
stockholders, unless applicable laws or regulations or a stock exchange on which
Union Planters' capital stock is listed requires stockholder action.

Union Planters may issue, without a stockholders vote, shares of its
preferred stock, in one or more classes or series, with voting, conversion,
dividend, and liquidation rights as it specifies in its charter. The Union
Planters board of directors may determine, among other things, the distinctive
designation and number of shares comprising a series of preferred stock, the
dividend rate or rates on the shares of such series and the relation of such
dividends to the dividends payable on other classes of stock, whether the shares
of such series shall be convertible into or exchangeable for shares of any other
class or series of Union Planters capital stock, the voting powers if any of
such series, and any other preferences, privileges, and powers of such series.

In the event of the voluntary or involuntary liquidation, dissolution,
distribution of assets, or winding up of Union Planters, holders of preferred
stock will have priority over holders of common stock.

The authority to issue additional shares of common stock or preferred
stock provides Union Planters with the flexibility necessary to meet its future
needs without the delay resulting from seeking stockholder approval. The
authorized but unissued shares of common stock and preferred stock may be issued
from time to time for any corporate purpose, including, stock splits, stock
dividends, employee benefit and compensation plans, acquisitions, and public or
private sales for cash as a means of raising capital. The shares could be used
to dilute the stock ownership of persons seeking to obtain control of Union
Planters. The sale of a substantial number of shares of voting stock to persons
who have an understanding with Union Planters concerning the voting of such
shares, or the distribution or declaration of a dividend of shares of voting
stock (or the right to receive voting stock) to its stockholders, may have the
effect of discouraging or increasing the cost of unsolicited attempts to acquire
control of Union Planters.

Union Planters has a share purchase rights plan ("Preferred Share Rights
Plan") and distributed a dividend of one preferred share unit purchase right
("Preferred Share Right") for each outstanding share of Union Planters common
stock. Under the Plan, one Preferred Share Right is automatically distributed
for each share of Union Planters common stock. The Preferred Share Rights may
deter coercive takeover tactics and encourage persons interested in potentially
acquiring control of Union Planters to treat each stockholder on a fair and
equal basis. Each Preferred Share Right trades on the same basis with the share
of Union Planters common stock to which it relates until the occurrence of
certain events. Upon a potential change in control of Union Planters, the
Preferred Share Rights would separate from Union Planters common stock and each
holder of a Preferred Share Right (other than the potential acquiror) would be
entitled to purchase equity securities of Union Planters at prices below their
market value. Union Planters has authorized 750,000 shares of Series A preferred
stock for issuance under the Preferred Share Rights Plan. No shares have been
issued as of the date of this

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proxy statement-prospectus. Until a Preferred Share Right is exercised, the
holder has no rights as a stockholder of Union Planters.

READY STATE. Ready State is currently authorized to issue 10,000,000
shares of Ready State common stock, of which _________ are outstanding as of the
record date. The Ready State board of directors may authorize the issuance of
additional shares of common stock without further action by stockholders, unless
required by applicable laws or regulations.

PREEMPTIVE RIGHTS

UNION PLANTERS. The Tennessee Business Corporation Act provides that,
unless a Tennessee corporation's charter expressly provides for preemptive
rights, stockholders of a Tennessee corporation do not have a preemptive right
to acquire proportional amounts of the corporation's unissued shares upon a
decision of the board of directors to issue shares. The Union Planters charter
does not provide for preemptive rights to its stockholders.

READY STATE. The Florida Business Corporation Act provides that, unless a
Florida corporation's charter expressly provide for preemptive rights,
stockholders of a Florida corporation do not have a preemptive right to acquire
proportionate amounts of the corporation's unissued shares upon a decision of
the board of directors to issue shares. The Ready State charter expressly
provides for preemptive rights for the holders of Ready State common stock to
subscribe for or acquire additional shares of stock of the same or any other
voting class.

AMENDMENT OF CHARTER AND BYLAWS

UNION PLANTERS. Union Planters may amend its charter in any manner
permitted by Tennessee law. The Tennessee Business Corporation Act provides that
a corporation's charter may be amended by a majority of votes entitled to be
cast on an amendment, subject to any condition the board of directors may place
on its submission of the amendment to the stockholders. Union Planters' charter
requires a vote of two-thirds or more of the shares of capital stock entitled to
vote in an election of directors to amend the articles of the charter governing
directors and to remove a director from office, whether with or without cause. A
two-thirds vote is also required to amend, alter, or repeal the article of the
charter relating to business combinations.

The Union Planters board of directors may adopt, amend, or repeal Union
Planters' bylaws by a majority vote of the entire board of directors. The bylaws
may also be amended or repealed by action of Union Planters' stockholders.

Union Planters' charter provides that the Union Planters board of
directors must exercise all powers unless otherwise provided by law. The board
of directors may designate an executive committee consisting of five or more
directors and may authorize that committee to exercise all of the authority of
the board of directors.

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READY STATE. Ready State may amend its charter if a majority of the
stockholders approve such an amendment at a meeting expressly called for the
purpose of amending the charter. The Ready State bylaws may be amended by the
stockholders or the board of directors. Unless otherwise provided by law, a
majority of the total number of directors may amend the bylaws at any regular
meeting of the directors.

CLASSIFIED BOARD OF DIRECTORS AND ABSENCE OF CUMULATIVE VOTING

UNION PLANTERS. The Union Planters charter provides that the Union
Planters board of directors is divided into three classes, with each class to be
as nearly equal in number as possible. The directors in each class serve
three-year terms of office. The effect of Union Planters having a classified
board of directors is that only approximately one-third of the members of the
Union Planters board of directors are elected each year. As a result, two annual
meetings are required for Union Planters' stockholders to change a majority of
the members of the Union Planters board of directors.

The purpose of dividing the Union Planters board of directors into
classes is to facilitate continuity and stability of leadership of Union
Planters by ensuring that experienced personnel familiar with Union Planters
will be represented on the board of directors at all times, and to permit Union
Planters' management to plan for the future for a reasonable amount of time.
However, by potentially delaying the time within which an acquirer could obtain
working control of the Union Planters board of directors, this provision may
discourage some potential mergers, tender offers, or takeover attempts.

Pursuant to the Union Planters charter, each holder of Union Planters
common stock is entitled to one vote for each share of Union Planters common
stock held in the election of directors, and is not entitled to cumulative
voting rights in the election of directors. With cumulative voting, a
stockholder has the right to cast a number of votes equal to the total number of
such holder's shares multiplied by the number of directors to be elected. The
stockholder has the right to distribute all of his or her votes in any manner
among any number of candidates or to accumulate such shares in favor of one
candidate.

Directors are elected by a plurality of the total votes cast by all
stockholders. With cumulative voting, it may be possible for minority
stockholders to obtain representation on the Union Planters board of directors.
Without cumulative voting, the holders of more than 50% of the shares of Union
Planters common stock generally have the ability to elect 100% of the Union
Planters board of directors. As a result, the holders of the remaining Union
Planters common stock effectively may not be able to elect any person to the
Union Planters board of directors. The absence of cumulative voting thus could
make it more difficult for a stockholder who acquires less than a majority of
the shares of Union Planters common stock to obtain representation on the Union
Planters board of directors.

READY STATE. The Ready State charter does not provide for a classified
board of directors. The directors serve for one year terms of office. In
addition, the Ready State charter provides that each holder of Ready State
common stock is entitled to one vote for each share of Ready State

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common stock held in the election of directors, and that stockholders are not
entitled to cumulative voting rights in the election of directors.

DIRECTOR REMOVAL AND VACANCIES

UNION PLANTERS. Union Planters' charter provides that a director may be
removed by the stockholders only if the stockholders holding at least two-thirds
of the voting power entitled to vote generally in the election of directors vote
for such removal. The purpose of this provision is to prevent a majority
stockholder from circumventing the classified board system by removing directors
and filling the vacancies with new individuals selected by that stockholder.
This provision may have the effect of impeding efforts to gain control of the
board of directors by anyone who obtains a controlling interest in Union
Planters common stock.

READY STATE. The Florida Business Corporation Act provides that, unless
the corporation's charter provides otherwise, the stockholders of a corporation
may remove a director with or without cause. The Ready State bylaws provide that
vacancies on the board of directors may be filled by a majority of the remaining
directors even if less than a quorum. The effect of such a provision may be to
prevent a person or entity from immediately acquiring control of Ready State
through an increase in the number of Ready State directors followed by election
of that person's or entity's nominees to fill the newly created vacancies.
Furthermore, the ability of the Ready State board to fill vacancies resulting
from newly created directorships could allow the Ready State board to retain
control of Ready State by creating new directorships and filling the vacancies
created thereby. A director elected to fill a vacancy shall serve until the next
election of directors by the stockholders.

LIMITATIONS ON DIRECTOR LIABILITY

UNION PLANTERS. Union Planters' charter does not address the issue of a
directors liability to the corporation. Section 48-18-301 of the Tennessee
Business Corporation Act provides that a director shall not be liable for any
action, or failure to take action if he discharges his duties:

- in good faith;

- with the care of an ordinarily prudent person in a like position
under similar circumstances; and

- in a manner the director reasonably believes to be in the best
interests of the corporation.

In discharging his duties, a director may rely on the information, opinions,
reports, or statements, including financial statements, if prepared or presented
by officers or employees of the corporation whom the director reasonably
believes to be reliable. The director may also rely on such information prepared
or presented by legal counsel, public accountants or other persons as to matters
that the director reasonably believes are within the person's competence.

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READY STATE. Section 658.33 of the Florida Banking Code, as amended,
provides that each director of a Florida bank, upon assuming office, shall
acknowledge that he is familiar with his responsibilities as a director and that
he will diligently and honestly administer the affairs of such bank and will not
knowingly violate, or willfully permit to be violated, any of the provisions of
the financial institutions codes, or the pertinent rules of the Florida
Department of Banking and Finance. Section 658.30 of the Florida Banking Code,
as amended, also provides that, when not in direct conflict with or superseded
by specific provisions of the financial institutions codes, the provisions of
the Florida Business Corporation Act extend to Florida state banks. Section
607.0831 of the Florida Business Corporation Act provides that a director of a
Florida corporation will not be personally liable for monetary damages to that
corporation or any other person for any statement, vote, decision or failure to
act, regarding corporate management or policy, by a director unless:

(1) the director breached or failed to perform his duties as a
director, and

(2) the director's breach or failure to perform those duties
constitutes:

(a) a violation of the criminal law, unless the director had
reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful;

(b) a transaction in which the director derived an improper
personal benefit;

(d) in a proceeding by or in the right of such corporation to
procure judgment in its favor or by or in the right of a
stockholder, conscious disregard for the best interest of
the corporation, or willful misconduct; or

(e) in a proceeding by or in the right of someone other than the
corporation, or a stockholder, recklessness or an act or
omission which was committed in bad faith or with malicious
purpose or in a manner exhibiting wanton and willful
disregard of human rights, safety or property.

Subject to the provisions of the Florida Banking Code, as amended, the
foregoing would absolve directors of personal liability for negligence in the
performance of their duties, including gross negligence. It would not permit a
director to be exculpated, however, from liability for actions involving
conflicts of interest or breaches of the traditional "duty of loyalty" to such
corporation and its stockholders, and it would not affect the availability of
injunctive or other equitable relief as a remedy.

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INDEMNIFICATION

UNION PLANTERS. Under the Tennessee Business Corporation Act, a
corporation may indemnify any director against liability if the director:

- conducted himself or herself in good faith;

- reasonably believed, in the case of conduct in his or her official
capacity with the corporation, that his or her conduct was in the
best interests of the corporation;

- reasonably believed, and in all other cases, that his or her conduct
was at least not opposed to the corporation's best interests;

- and, in the case of any criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful.

Unless limited by its charter, a Tennessee corporation must indemnify,
against reasonable expenses incurred by him or her, a director who was wholly
successful, on the merits or otherwise, in defending any proceeding to which he
or she was a party because he or she is or was a director of the corporation.
Expenses incurred by a director in defending a proceeding may be paid by the
corporation in advance of the final disposition of the proceeding if three
conditions are met:

(1) the director must furnish the corporation a written affirmation
of the director's good faith belief that he or she has met the
standard of conduct as set forth above;

(2) the director must furnish the corporation a written undertaking
by or on behalf of a director to repay such amount if it is
ultimately determined that he or she is not entitled to be
indemnified by the corporation against such expenses; and

(3) a determination must be made that the facts then known to those
making the determination would not preclude indemnification.

A director may apply for court-ordered indemnification under certain
circumstances. Unless a corporation's charter provide otherwise,

(1) an officer of a corporation is entitled to mandatory
indemnification and is entitled to apply for court-ordered
indemnification to the same extent as a director,

(2) the corporation may indemnify and advance expenses to an
officer, employee, or agent of the corporation to the same
extent as to a director, and

(3) a corporation may also indemnify and advance expenses to an
officer, employee, or agent who is not a director to the extent,
consistent with public policy, that may be

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provided by its charter, bylaws, general or specific action of
its board of directors, or contract.

Union Planters' charter and bylaws provide for the indemnification of its
directors and officers to the fullest extent permitted by Tennessee law.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, or persons
controlling Union Planters under the provisions described above, Union Planters
has been informed that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
and is therefore unenforceable.

READY STATE. Ready State's charter provides that it may indemnify any
director who is party to a threatened, pending or completed action, suit or
proceeding as a result of his position with Ready State for expenses incurred,
including attorneys' fees, judgments, fines and amounts paid in settlement. To
be eligible for indemnification, the director:

- must have acted in good faith;

- must have acted in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of Ready State; and

- with respect to any criminal action or proceeding, must not have had
a reasonable cause to believe his conduct was unlawful.

In actions by or in the right of Ready State against the director, the
director is not eligible for indemnification if he or she is held liable for
negligence or misconduct in performance of his or her duties to Ready State.
Additionally, indemnification is only available in such actions for expenses,
including attorneys' fees and not for fines, judgments or amounts paid in
settlement. However, the director may receive indemnification even if he or she
is held liable for negligence or misconduct if the court in which such director
is held liable determines that he or she is entitled to indemnity for expenses
that the court deems proper.

If a director is successful on the merits in defense of any action, suit
or proceeding referred to above, he or she may be indemnified against expenses
including attorneys' fees.

The Ready State board of directors or stockholders determine whether a
director, officer or other person has met the standard of conduct for
indemnification described above. Only if they find that this standard has been
met will Ready State provide indemnification. The determination must be made by
a majority vote of a quorum of the directors who are not parties to the action,
suit or proceeding, or by majority vote of a quorum of stockholders who are not
parties to the action, suit or proceeding.

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Ready State may pay the expenses incurred in defending the action in
advance of its final disposition if:

(1) a preliminary determination has been made by the board of
directors or the stockholders that the director has met the
standard of conduct for indemnification described above; and

(2) an undertaking is provided on behalf of the director to repay
such amount unless it shall ultimately be determined that he or
she is entitled to indemnification by Ready State.

Ready State's charter also provides that it may purchase and maintain
insurance on behalf of directors against any liability asserted against and
incurred by them whether or not Ready State would have had the power to
indemnify the directors against such liabilities under the provisions of Ready
State's charter.

Ready State is obligated to provide notice to its stockholders, along
with notice of the next annual meeting, of the directors indemnified, the
amounts paid to such directors and the status of any threatened or pending
litigation.

The Ready State charter provides indemnification to officers an other
persons who are employees or agents of Ready State to the same extent as it does
to directors.

SPECIAL MEETING OF STOCKHOLDERS

UNION PLANTERS. Special meetings of Union Planters' stockholders may be
called for any purpose or purposes whatever at any time by the Chairman of the
Board, the President, the Secretary, or the holders of not less than one-tenth
of the shares entitled to vote at such meeting.

READY STATE. The Ready State bylaws provide that special meetings of the
stockholders may be called at any time and for any purpose not inconsistent with
Ready State's charter or bylaws. The special meeting may be called by the board
of directors of Ready State or by one or more stockholders owning in the
aggregate not less than 10% of the outstanding stock of Ready State.

ACTIONS BY STOCKHOLDERS WITHOUT A MEETING

UNION PLANTERS. The Union Planters charter and bylaws provide that any
action required or permitted to be taken by Union Planters stockholders at a
duly called meeting of Union Planters stockholders may be effected by the
unanimous written consent of the stockholders entitled to vote on such action.

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READY STATE. The Florida Banking Code, as amended, permits any action
required or permitted to be taken at a stockholders' meeting to be taken by
written consent signed by the holders of the number of shares that would have
been required to effect the action at an actual meeting of stockholders.
Generally, holders of a majority of outstanding shares can effect such an
action. The Florida Banking Code, as amended, also provides that a bank's
charter may restrict or prohibit stockholders' actions without a meeting. The
Ready State charter does not prohibit stockholders from taking action without a
meeting.

STOCKHOLDER NOMINATIONS AND PROPOSALS

UNION PLANTERS. Union Planters' charter and bylaws do not address whether
a stockholder may nominate members of the board of directors.

Holders of Union Planters common stock are entitled to submit proposals
to be presented at an annual meeting of Union Planters stockholders. Union
Planters' bylaws provide that any proposal of a stockholder which is to be
presented at any annual meeting of stockholders must be sent so it is be
received by Union Planters not less than 120 days in advance of the anniversary
date of the proxy statement issued in connection with the previous year's annual
meeting.

READY STATE. Ready State's bylaws provide that any stockholder of an
outstanding class of capital stock entitled to vote for the election of
directors may make nominations for election to the board of directors.

Neither Ready State's charter nor its bylaws addresses whether
stockholders may make proposals to be voted on at annual or special meetings of
the stockholders.

BUSINESS COMBINATIONS

UNION PLANTERS. Holders of two-thirds or more of Union Planters common
stock must approve a merger, consolidation, or a sale or lease of all or
substantially all of the assets of Union Planters if the other party to the
transaction is a beneficial owner of 10% or more of the outstanding shares of
Union Planters. A two-thirds vote is not required for any merger or
consolidation of Union Planters with or into any corporation or entity if a
majority of the outstanding shares of voting capital stock is owned by Union
Planters.

The requirement of a supermajority vote of stockholders to approve
certain business transactions may discourage a change in control of Union
Planters by allowing a minority of Union Planters' stockholders to prevent a
transaction favored by the majority of the stockholders. Also, in some
circumstances, the board of directors could cause a two-thirds vote to be
required to approve a transaction and thereby enable management to retain
control over the affairs of Union Planters. The primary purpose of the
supermajority vote requirement is to encourage negotiations with Union

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Planters' management by groups or corporations interested in acquiring control
of Union Planters and to reduce the danger of a forced merger or sale of assets.

As a Tennessee corporation, Union Planters is or could be subject to
certain restrictions on business combinations under Tennessee law, including,
but not limited to, combinations with interested stockholders.

Tennessee has three anti-takeover acts which are applicable to Union
Planters, the Tennessee Business Combination Act, the Tennessee Greenmail Act,
and the Tennessee Investor Protection Act. The Tennessee Control Share
Acquisition Act does not apply to Union Planters, because Union Planters'
charter does not include a provision electing to be covered by that act.

The Tennessee Business Combination Act. The Tennessee Business
Combination Act generally prohibits a "business combination" by Union Planters
or a subsidiary with an "interested stockholder" within five years after the
stockholder becomes an interested stockholder. But Union Planters or a
subsidiary can enter into a business combination within that period if, before
the interested stockholder became such, the Union Planters board of directors
approved:

- the business combination or

- the transaction in which the interested stockholder became an
interested stockholder.

After that five year moratorium, the business combination with the interested
stockholder can be consummated only if it satisfies certain fair price criteria
or is approved by two-thirds of the other stockholders.

For purposes of the Tennessee Business Combination Act, a "business
combination" includes mergers, share exchanges, sales and leases of assets,
issuances of securities, and similar transactions. An "interested stockholder"
is generally any person or entity that beneficially owns ten percent or more of
the voting power of any outstanding class or series of Union Planters stock.

Tennessee law also severely limits the extent to which Union Planters or
any of its officers or directors could be held liable for resisting any business
combination. Under the Tennessee Business Corporation Act, neither a Tennessee
corporation having any stock registered or traded on a national securities
exchange, nor any of its officers or directors, may be held liable for:

- failing to approve the acquisition of shares by an interested
stockholder on or before the date the stockholders acquired such
shares;

- seeking to enforce or implement the provisions of Tennessee law;

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- failing to adopt or recommend any charter or by-law amendment or
provision relating to such provisions of Tennessee law; or

- opposing any merger, exchange, tender offer, or significant asset
sale because of a good faith belief that such transaction would
adversely affect the corporation's employees, customers, suppliers,
the communities in which the corporation or its subsidiaries operate
or any other relevant factor. But the officers and directors can
only consider such factors if the corporation's charter permits the
board to do so in connection with the transaction.

The Tennessee Greenmail Act. The Tennessee Greenmail Act applies to a
Tennessee corporation that has a class of voting stock registered or traded on a
national securities exchange or registered with the SEC pursuant to Section
12(g) of the Exchange Act. Under the Tennessee Greenmail Act, Union Planters may
not purchase any of its shares at a price above the market value of such shares
from any person who holds more than 3% of the class of securities to be
purchased if such person has held such shares for less than two years, unless
the purchase has been approved by the affirmative vote of a majority of the
outstanding shares of each class of voting stock issued by Union Planters or
Union Planters makes an offer, of at least equal value per share, to all
stockholders of such class.

The Tennessee Investor Protection Act. The Tennessee Investor Protection
Act generally requires the registration, or an exemption from registration,
before a person can make a tender offer for shares of a Tennessee corporation
which, if successful, would result in the offeror beneficially owning more than
10% of any class. Registration requires the filing with the Tennessee
Commissioner of Commerce and Insurance of a registration statement, a copy of
which must be sent to the target company, and the public disclosure of the
material terms of the proposed offer. Additional requirements are imposed under
that act if the offeror beneficially owns 5% or more of any class of equity
securities of the target company, any of which was purchased within one year
prior to the proposed takeover offer. The Tennessee Investor Protection Act also
prohibits fraudulent and deceptive practices in connection with takeover offers,
and provides remedies for violations.

The Tennessee Investor Protection Act does not apply to an offer
involving a vote by holders of equity securities of the offeree company,
pursuant to its charter, on a merger, consolidation or sale of corporate assets
in consideration of the issuance of securities of another corporation, or on a
sale of its securities in exchange for cash or securities of another
corporation. Also excepted from the Tennessee Investor Protection Act are tender
offers which are open on substantially equal terms to all stockholders, are
recommended by the board of directors of the target company and include full
disclosure of all terms.

The Tennessee Investor Protection Act applies to tender offers for
corporations with substantial ties in Tennessee, including corporations
incorporated in Tennessee or which have their principal offices in the state.
The Sixth Circuit Court of Appeals has held that the application of this

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act, and Tennessee's other takeover statutes, to a target company that wasn't
organized under Tennessee law is unconstitutional. Tyson Foods, Inc. v.
McReynolds, 865 F.2d 99 (6th Cir. 1989).

The acts described above along with the provisions of Union Planters'
charter regarding business combinations might be deemed to make Union Planters
less attractive as a candidate for acquisition by another company than would
otherwise be the case in the absence of such provisions. For example, if another
company should seek to acquire a controlling interest of less than 66-2/3% of
the outstanding shares of Union Planters common stock, the acquirer would not
thereby obtain the ability to replace a majority of the Union Planters board of
directors until at least the second annual meeting of stockholders following the
acquisition. Furthermore the acquiror would not obtain the ability immediately
to effect a merger, consolidation, or other similar business combination unless
the described conditions were met.

As a result, Union Planters' stockholders may be deprived of
opportunities to sell some or all of their shares at prices that represent a
premium over prevailing market prices in a takeover context. The provisions
described above also may make it more difficult for Union Planters' stockholders
to replace the Union Planters board of directors or management, even if the
holders of a majority of the Union Planters common stock should believe that
such replacement is in the interests of Union Planters. As a result, such
provisions may tend to perpetuate the incumbent Union Planters board of
directors and management.

READY STATE. Section 607.0901 of the Florida Business Corporation Act
provides that the approval of the holders of two-thirds of the voting shares of
a corporation, other than the shares owned by an Interested Stockholder (as
hereinafter defined), would be required in order to effectuate certain
transactions, including, among other , a merger, sale of assets, sale of shares
and reclassification of securities involving the corporation and an Interested
Stockholder (an "Affiliate Transaction"). An "Interested Stockholder" is defined
under the Florida Business Corporation Act as the beneficial owner of more than
10% of the voting shares outstanding.

The special voting requirement does not apply in any of the following
five circumstances:

(1) the Affiliated Transaction is approved by a majority of the
corporation's disinterested directors;

(2) the corporation has not had more than 300 stockholders of
record at any time during the preceding three years;

(3) the Interested Stockholder has beneficially owned 80% of the
corporation's voting shares for five years;

(4) the Interested Stockholder beneficially owns 90% of the
corporation's voting shares; or

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(5) all of the following conditions are met:

(a) the cash and fair value of other consideration to be paid
per share to all holders of the voting shares equals the
highest per share price calculated pursuant to various
methods sets forth in Section 607.0901 of the Florida
Business Corporation Act,

(b) the consideration to be paid in the Affiliated Transaction
is in the same form as previously paid by the Interested
Stockholder, and

(c) during the portion of the three years preceding the
announcement date that the Interested Stockholder has been
an Interested Stockholder, except as approved by a majority
of the disinterested directors, there shall have been no
failure to pay at the regular date therefor any full
period dividends, whether or not cumulative, on any
outstanding shares of the corporation, no increase in the
voting shares owned by the Interested Stockholder, and no
benefit to the Interested Stockholder from loans, guarantees
or other financial assistance or tax advantages provided by
the corporation.

A corporation may "opt-out" of the provisions of Section 607.0901
by electing to do so in its charter. Ready State has not elected to "opt
out."

In addition, Section 607.0902 of the Florida Business Corporation
Act, provides that the voting rights to be accorded Control Shares (as
defined below) of a Florida corporation that has:

(1) 100 or more stockholders;

(2) its principal place of business, its principal office, or
substantial assets in Florida; and

(3) either:

(a) more than 10% of its stockholders residing in Florida;

(b) more than 10% of its shares owned by Florida residents;
or

(c) 1,000 stockholders residing in Florida, must be approved by
a majority of teach class of voting securities of the
corporation, excluding those shares held by interested
persons, before the Control Shares will be granted any
voting rights.

"Control Shares" are defined in the Florida Business Corporation Act to
be shares acquired, either directly or indirectly, that when added to all other
shares of the issuing corporation owned by such person, would entitle such
person to exercise, either directly or indirectly, voting power within any of
the following ranges:

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(1) 20% or more but less than 33% of all voting power of the
corporation's voting securities;

(2) 33% or more but less than a majority of all voting power of the
corporation's voting securities; or

(3) a majority or more of all of the voting power of the
corporation's voting securities.

Such provisions do not apply to shares acquired pursuant to, among
other things, an agreement or plan of merger or share exchange effected in
compliance with the relevant provisions of the Florida Business
Corporation Act and to which the corporation is a party.

In addition, unless otherwise provided in a corporation's charter
or bylaws, in the event Control Shares acquired in a Control-Share
acquisition are accorded full voting rights and the acquiring person has
acquired Control Shares with a majority or more of all voting power, all
stockholders of the issuing public corporation shall have dissenters'
rights.

LIMITATIONS ON ABILITY TO VOTE STOCK

UNION PLANTERS. The Union Planters charter and bylaws do not
contain any provision restricting a stockholder's ability to vote shares
of Union Planters voting stock.

READY STATE. The Ready State charter and bylaws do not contain any
provisions restricting a stockholder's ability to vote shares of Ready
State voting stock.

DISSENTERS' RIGHTS OF APPRAISAL

UNION PLANTERS. Under the Tennessee Business Corporation Act, a
stockholder is generally entitled to dissent from a corporate action and
obtain payment of the fair value of his shares in certain events. These
events generally include:

(1) mergers, share exchanges and sales of substantially all of the
corporation's assets other than in the usual and regular course
of business, if the stockholder is entitled to vote on the
transaction;

(2) certain types of amendments of the corporation's charter that
materially and adversely affects a stockholder's rights; or

(3) other corporate actions taken pursuant to a stockholder vote,
to the extent the charter, bylaws, or a resolution of the board
of directors provide for dissenters' rights. Union Planters'
charter and bylaws do not provide for any such additional
dissenters' rights.

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Under the Tennessee Business Corporation Act, a stockholder will
not have the right to dissent as to any shares which are listed on a
national securities exchange registered under Section 6 of the Exchange
Act or are national market system securities under the Exchange Act rules.
Union Planters common stock is currently listed on the NYSE. Accordingly,
stockholders of Union Planters will not be able to assert dissenters'
rights with respect to their shares of Union Planters common stock even if
Union Planters were to engage in one of the actions listed above.

READY STATE. Holders of Ready State common stock as of __________,
1998 are entitled to dissenters' rights of appraisal under Florida law.
For a description of such appraisal rights, see "SPECIAL MEETING OF THE
READY STATE STOCKHOLDERS -- Dissenters' Rights."

STOCKHOLDERS' RIGHTS TO EXAMINE BOOKS AND RECORDS

UNION PLANTERS. The Tennessee Business Corporation Act provides
that a stockholder of a Tennessee corporation may inspect and copy books
and records of the corporation during regular business hours, if he or she
gives the corporation written notice of his or her demand at least five
business days before the date of the inspection. In order to inspect
certain records, written demand must also be made in good faith and for a
proper purpose and must describe with reasonable particularity the purpose
of the request and the records the stockholder desires to inspect.

READY STATE. Section 658.39 of the Florida Banking Code provides
that no bank shall permit any stockholder other than a qualified director,
officer or employee to have access to, or to examine or inspect, any books
or records of such bank other than (1) the general statement of condition
of its general assets and liabilities, (2) the quarterly reports of
condition, (3) the quarterly reports of income required to be submitted to
the Florida Department of Banking and Finance, and (4) the list of
stockholders, including the names and addresses of all stockholders and
the number of shares held by each.

The Ready State bylaws provide that a copy of the bylaws, including
any amendments, shall at all times be kept in a convenient place at the
main office of Ready State and shall be open for inspection to all
stockholders during business hours.

DIVIDENDS

UNION PLANTERS. Union Planters' ability to pay dividends on its
common stock is governed by Tennessee corporate law. Under Tennessee
corporate law, dividends may be paid so long as the corporation would be
able to pay its debts as they become due in the ordinary course of
business and the corporation's total assets would not be less than the sum
of its total liabilities plus the amount that would be needed, if the
corporation were to be dissolved at the time of the distribution, to
satisfy the preferential rights upon dissolution to stockholders whose
preferential rights are superior to those receiving the distribution.

- 65 -
<PAGE> 74

There are various statutory limitations on the ability of the Union
Planters' banking subsidiaries to pay dividends to Union Planters. See
"CERTAIN REGULATORY CONSIDERATIONS -- Payment of Dividends."

READY STATE. Ready State's ability to pay dividends is governed by
the Florida Banking Code. The Florida Banking Code provides that the board
of directors of a bank, after charging off bad debts, depreciation, and
other worthless assets, if any, may quarterly, semi-annually or annually
declare a dividend of so much of the net profits of that period combined
with its retained net profits of the preceding two years as they judge
expedient. With the approval of the Florida Department of Banking and
Finance, the board of directors may declare a dividend from retained net
profits which accrue prior to the preceding two years. However, each bank,
before the declaration of a dividend on its common stock, carry 20 percent
of its net profits for such period preceding the period covered by the
dividend to its surplus fund, until the surplus find equals at least the
amount of the common and preferred stock then issued and outstanding.

No bank shall declare a dividend at any time at which its net
income from the current year combined with the retained net income from
the preceding two years is a loss or which would cause the capital
accounts of the bank to fall below the minimum amount required by law,
regulation, order, or any written agreement with the Florida Department of
Banking and Finance or a state or federal regulatory agency. However, a
bank may issue a stock split without increasing or decreasing the capital
accounts of the bank and such stock split shall not be construed as a
dividend.

COMPARATIVE MARKET PRICES AND DIVIDENDS

Union Planters common stock is traded on the NYSE under the symbol
"UPC." Ready State common stock is not traded in any established exchange,
and Ready State has not paid any cash dividends during the periods
presented. The following table sets forth, for the indicated periods, the
high and low closing sale prices for the Union Planters common stock as
reported by the NYSE, and the cash dividends declared per share of Union
Planters common stock for the indicated periods. The stock prices do not
include retail mark-ups, mark-downs or commissions.

- 66 -
<PAGE> 75

UNION PLANTERS
-------------------------------------
Cash
Dividends
Price Range Declared
---------------------
High Low Per Share
--------- --------- -------------
1996
- --------------------------------
<S> <C> <C> <C>
First Quarter.............. $31.75 $29.00 $.27
Second Quarter............. 31.25 29.63 .27
Third Quarter.............. 36.25 28.63 .27
Fourth Quarter............. 41.38 34.63 .27
-------------
Total.................. $1.08
=============

1997
- --------------------------------
First Quarter.............. $47.75 $38.38 $.320
Second Quarter ............ 52.13 41.25 .375
Third Quarter.............. 56.50 49.25 .400
Fourth Quarter............. 67.88 57.00 .400
-------------
Total.................. $1.495
=============

1998
- --------------------------------
First Quarter.............. $67.31 $58.38 $.50
Second Quarter............. 62.56 53.94 .50
Third Quarter.............. 61.94 40.25 .50
Fourth Quarter (through
November __, 1998)...... -- -- .50
-------------
Total.................. $2.00
=============
</TABLE>

On ______________, 1998, the last sale price of Union Planters
common stock as reported on the NYSE was $________ per share. On August
27, 1998, the last business day prior to public announcement of the
merger, the last sale price of Union Planters common stock as reported by
the NYSE was $45.13 per share. In the only recent transaction in Ready
State common stock known to Ready State management, which occurred in
April 1997, the price was $8.70 per share. This amount has been adjusted
to reflect a 10-for-1 stock split effected by Ready State on June 30,
1998.

The holders of Union Planters common stock are entitled to receive
dividends when and if declared by the board of directors out of funds
legally available therefor. Although Union Planters currently intends to
continue to pay quarterly cash dividends on the Union Planters common
stock, there can be no assurance that Union Planters' dividend policy will
remain unchanged after completion of the merger. The declaration and
payment of dividends thereafter will depend upon business

- 67 -
<PAGE> 76

conditions, operating results, capital and reserve requirements, and the
Union Planters board of directors' consideration of other relevant
factors.

Union Planters is a legal entity separate and distinct from its
subsidiaries and its revenues depend in significant part on the payment of
dividends and management fees from its respective subsidiary depository
institutions. Union Planters' subsidiary depository institutions are
subject to certain legal restrictions on the amount of dividends they are
permitted to pay. See "CERTAIN REGULATORY CONSIDERATIONS -- Payment of
Dividends."

BUSINESS OF READY STATE

GENERAL

Ready State is a state chartered commercial bank, headquartered in
Hialeah, Florida, and conducting business in Miami-Dade and Broward
counties. Ready State was organized under the laws of the State of Florida
in November of 1983. Ready State currently has 12 bank branches and office
facilities; ten in Miami-Dade County and two in Broward County, Florida.

BUSINESS AND PROPERTIES

Ready State's primary mission has been to serve the banking needs
of the South Florida community, particularly the small business and retail
markets in Miami-Dade and Broward counties. Beginning with its core
clientele in Hialeah, Florida, Ready State has successfully established
numerous significant lending and depository relationships within South
Florida's business community, in particular South Florida's Hispanic
business community. Ready State currently retains strong and established
ties to its core clientele, and has expanded its business operations into
various other communities throughout Miami-Dade and Broward counties.

With its twelve branches throughout Miami-Dade and Broward
counties, Ready State has access to key markets in Southeast Florida.
Miami-Dade County, an area in which Ready State is the fifth largest
independent commercial bank, has a population of more than 2 million
residents, accounting for more than 14% of the total population of the
State of Florida and 19% of the domestic deposits within the State.

Ready State additionally owns all of the stock of a subsidiary
corporation named Ready Holdings, Inc. ("Ready Holdings"). Ready Holdings
holds title to and disposes of real properties foreclosed by Ready State
in the ordinary course of business.

The operating philosophy of Ready State may be characterized as
conservative and focused, consistent with its mission of serving the
banking needs of its community. Ready State's conservative approach has
consistently earned it recognition as one of the best performing banking
companies in the

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<PAGE> 77

United States from Sheshunoff and a five star rating from Bauer Financial
Reports. Ready State has always pursued a customer friendly,
relationship-oriented approach to its depository and lending customers and
prides itself in its ability to offer its customers prompt, efficient and
high quality community banking and financial services.

Ready State has 12 branch locations. There are seven rental
properties located within Miami-Dade County (South Miami, two in West
Dade, East Hialeah, Miami Beach, Coral Gables, and Palmetto Lakes) and one
leased branch in Broward County, Florida (Sunrise). Ready State has four
owned sites, with three owned branch sites in Miami-Dade County (Hialeah,
West Flagler Street and Tamiami) and one in Broward County (Pembroke
Pines).

COMPETITION

Ready State encounters vigorous competition in its market areas
from a number of sources, including bank holding companies and commercial
banks, thrift institutions, insurance companies, other financial
institutions and financial intermediaries. Regional interstate banking
laws and other recent federal and state laws have resulted in increased
competition from both conventional banking institutions and other
businesses offering financial services and products. Ready State also
competes for interest bearing funds with a number of other financial
intermediaries and investment alternatives, including brokerage firms,
"money market" funds, government and financial institutions. Many of Ready
State's competitors have significantly greater financial resources than
Ready State.

LEGAL PROCEEDINGS

Ready State is a party from time to time to various legal
proceedings routine to its business. Management, however, does not believe
that an adverse decision in any of such pending litigation matters will
have a material adverse impact on the financial condition of Ready State.

MANAGEMENT

The following table presents information about the directors and
executive officers of Ready State.

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<PAGE> 78

Present Occupation Director or
And Principal Executive
Occupation for Last Position and Office Officer
Name Age Five Years Held with Ready State Since
- --------------------- ----- ------------------------- ------------------------- -----------

<S> <C> <C> <C> <C>
Roberto Cayon 66 Chairman, Ready State; Chairman of the Board 1983
Real Estate Developer of Directors

Alberto J. Fernandez 67 Vice-Chairman, Ready Vice-Chairman, Board of 1983
State; President, Directors; Director
Continental Flowers, Inc.

Ceferino Machado 57 Director, Ready State; Director 1983
Real Estate Developer

Pedro Adrian 62 Director, Ready State; Director 1983
Real Estate Developer

Manuel A. Herran 61 Director, Ready State; Director 1983
President and Director,
Sedanano's Supermarkets;
Vice-President and
Director, Sedano's
Pharmacy and Discount

Armando J. Guerra 48 Stores, Inc.
Director, Ready State; Director 1983
President, Sedano's
Pharmacy and Discount
Stores, Inc.

Sergio Pino 42 Director, Ready State; Director 1989
President, Century
Plumbing and Wholesale,
Inc.; Real Estate
Developer

Ramon E. Rasco 46 Attorney; Secretary/ Secretary; Director 1983
Director, Ready State

Jorge I. Triay 44 Director, Ready State; Director; President 1996
President, Ready State

Francisco J. Roza 33 Vice-President, Ready Vice-President; Legal 1996
State; Attorney Counsel

Ricardo L. Sanchez 57 Senior Vice-President, Senior Vice-President 1995
Ready State

Manuel Lopez 51 Executive Vice- Executive Vice-President 1997
President, Ready State

Hildelisa Cordovez 44 Senior Vice-President, Senior Vice-President; 1993
Ready State Real Estate Department
Head
All Directors and
Executive Officers
as a Group

<CAPTION>
Number of Shares of Ready State
common stock Beneficially
Owned at November ___, 1998
----------------------------------
%
Name Directly Indirectly Class
- --------------------- ------------ ------------ -------

<S> <C> <C> <C>
Roberto Cayon 983,301 0 19.7%

Alberto J. Fernandez 195.493 0 3.9

Ceferino Machado 767,380 0 15.4

Pedro Adrian 181,410 217,780 8.0

Manuel A. Herran 485,350 0 9.7

Armando J. Guerra 248,217 0 5.0

Sergio Pino 95,730 0 1.9

Ramon E. Rasco 1,297 62,914 1.3

Jorge I. Triay 6,000 0 0.1

Francisco J. Roza 0 0 0

Ricardo L. Sanchez 0 0 0

Manuel Lopez 0 0 0

Hildelisa Cordovez 0 0 0

All Directors and
Executive Officers
as a Group 2,964,178 280,694 65.03
</TABLE>

- 70 -
<PAGE> 79

EMPLOYEE BENEFIT PLANS

Employees are provided normal benefits such as medical, 401(k)
plan, paid vacations, sick leave and legal holidays. The following is a
brief description of some of the benefits provided by Ready State to its
employees.

MEDICAL AND DENTAL COVERAGE. All regular full-time employees are
eligible to participate in Ready State's major medical plan which is
provided by Blue Cross & Blue Shield of Florida. The employees have the
option of utilizing either a Blue Cross Blue Shield of Florida Care
Manager Point of Service (POS) program or a traditional HMO Plan. Dental
Insurance is provided through Oral Health Services of Florida. Employees
pay a portion of the monthly expense of the medical plan and all of the
monthly expense of the dental plan. Additional coverage for dependents is
available on both medical and dental plans, but an employees' monthly
expense increases if dependents are added to the medical and dental plans.

GROUP LIFE INSURANCE. As part of the benefits package, Ready State
provides regular full-time employees with life and accidental death and
dismemberment insurance coverage. Within the limits discussed below, Ready
State pays the total group life insurance premium. Employees desiring to
purchase additional life insurance do so at their own additional cost.
Each regular full-time employee receives insurance equal to twice their
annual salary, if death occurs through natural causes, or four times his
or her annual salary, if death occurs through an accident, up to a maximum
of $500,000, except that all deaths resulting from automobile accidents
receive insurance benefits up to a maximum of $250,000.

LONG TERM DISABILITY. All regular full-time employees are eligible
for long term disability insurance. The premium is paid entirely by Ready
State. Under the policy, eligible employees will be entitled to salary
continuation in the event of long-term disability of 60% of their monthly
salary, subject to a maximum benefit amount of $5,000 per month. The
benefit will begin 90 days after the disability occurs.

SHORT TERM DISABILITY. All regular full-time employees are eligible
for short-term disability with benefits commencing on the 31st day of
disability. Plan benefits are provided by Ready State. The plan covers 60%
of the basic weekly earnings, subject to maximum benefit amount equal to
$600 per week.

401(k) RETIREMENT SAVINGS PLAN. Ready State offers a 401(k)
Retirement Savings Plan to all full-time employees and part-time employees
with one year of service. Ready State allows eligible employees to defer
between 1% and 16% of their annual salary. Ready State offers matching
contributions of 100% of the first 6% of the employee's contribution.

VACATIONS. All regular full-time employees are eligible for the
vacation program. Regular full time employees with a rank of Vice
President or higher receive four weeks of paid vacation. All other
officers of the Bank and administrative assistants receive three weeks of
paid vacation, except that such other officers and administrative
assistants are eligible for four weeks of paid vacation after five years
of employment with Ready State. All other employees receive two weeks of
paid vacation, except that

- 71 -
<PAGE> 80

upon attaining five years of employment with Ready State such other
employees are eligible for three weeks of paid vacation..

SICK LEAVE. Full-time employees absent due to illness will be paid
for sick leave for up to seven days.

TRANSACTIONS WITH MANAGEMENT

In the ordinary course of business, Ready State has loans, deposits and
other transactions with its executive officers, directors, and organizations
with which such persons are associated. Such transactions are on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with others and do not involve more than a
normal risk of collectibility or present other unfavorable features. The
aggregate amount of loans to the aforementioned person and company(s) at
December 31, 1997, amounted to approximately $28,094,000.

VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS OF READY STATE

The following table sets forth certain information concerning the
beneficial owners of more than 5.0% of Ready State common stock, as of the
record date. Unless otherwise indicated, the person listed is the record
owner and has the sole voting and investment power over the shares.

<TABLE>
<CAPTION>
Number of Shares Beneficially
Owned at September 30, 1998
-------------------------------------------
Title of Class Name and Address of Beneficial Owner Directly Indirectly Percent of Class
- ---------------- --------------------------------------------------- ----------- ------------ ------------------
<S> <C> <C> <C> <C>
Common Mr. Roberto Cayon 983,301 0 19.7%
Common Mr. Ceferino Machado 767,380 0 15.4
Common Mr. Manuel Herran and Ms. Nyria Herran, his wife
483,350 0 9.7
Common Mr. Pedro Adrian and Ms. Adria Adrian, his wife 399,260 0 8.0
</TABLE>

READY STATE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

GENERAL. Ready State Bank reported consolidated net income of
$5,582,779 for the nine months ended September 30, 1998 and $5,962,898 for
the same period in 1997.

- 72 -
<PAGE> 81

of $17,156,893 for the nine months ended September 30, 1998 and
$16,356,085 for the same period in 1997. For the first nine months of each
year, Ready State Bank reported net interest spreads of 3.00% for 1998,
and 3.49% for 1997.

The following table represents the average balances of earning assets and
interest-bearing liabilities of Ready State Bank with their associated
yields or rates for the nine months ended September 30, 1998 and 1997.

READY STATE BANK YIELD ANALYSIS DATA
(Dollars in Thousands)

<TABLE>
<CAPTION>
Nine Months Ending September 30, 1998 Nine Months Ending September 30, 1997

Average Average
Balance Interest Yield Balance Interest Yield

<S> <C> <C> <C> <C> <C> <C>
Commercial Loans ........ $ 42,995 $ 2,886 8.97 % $ 46,699 3,132 8.97 %
Real Estate Loans ....... 252,505 18,498 9.79 214,788 16,659 10.37
Installment Loans ....... 10,103 684 9.05 10,362 737 9.51
Total Loans ............. 305,603 22,068 9.65 271,849 20,528 10.10

Taxable Securities ...... 234,196 10,522 6.01 191,791 8,712 6.07
Non-taxable Securities .. - - - 105 6 7.64
Total Securities ........ 234,196 10,522 6.01 191,896 8,718 6.07

Fed Funds Sold .......... 20,508 850 5.54 13,533 550 5.43

Total Earning Assets .... 560,307 33,440 7.98 $477,278 29,796 8.35

NOW Accounts ............ 43,810 910 2.78 $ 35,061 744 2.84
Savings Accounts ........ 48,371 1,151 3.18 46,117 1,106 3.21
Money Market Accounts ... 24,349 520 2.86 26,078 590 3.02
CD's .................... 317,597 13,597 5.72 259,072 10,892 5.62
Repurchase Agreements ... 3,090 105 4.54 3,243 108 4.45

Total Paying Liabilities $437,217 $ 16,283 4.98 % $369,571 $ 13,440 4.86 %

Cost of Funds ........... 4.98 4.86
Interest Spread ......... 3.00 3.49
</TABLE>

The following table analyzes the changes in income and expense of
the various components of Ready State Bank's earning assets and paying
liabilities. The differences in income and expense compared to the same
period in the prior year are attributed to changes in average volume and
the differences in yield and rate.

- 73 -
<PAGE> 82
READY STATE BANK YIELD ANALYSIS DATA
(DOLLARS IN THOUSANDS)

NINE MONTHS ENDED
SEPTEMBER 30, 1998 VERSUS 1997
-------------------------------------------------

INTEREST DUE TO DUE TO
DIFFERENTIAL VOLUME RATE

<S> <C> <C> <C>
Commercial loans ................ $ (246) $ (246) $ -
Real estate loans ............... 1,839 2,003 (164)
Installment loans ............... (53) (52) (1)
Total loans ..................... 1,540 1,705 (165)

Taxable securities .............. 1,810 1,832 (22)
Non-taxable securities .......... (6) (6) -
Total securities ................ 1,804 1,826 (22)

Fed funds sold .................. 300 291 9
Total earning assets ............ $ 3,644 $ 3,822 $(178)

NOW accounts .................... $ 166 $ 170 $ (4)
Savings accounts ................ 45 45 -
Money market accounts ........... (70) (68) (2)
CD's ............................ 2,705 2,661 44
Repurchase Agreements ........... (3) (3) -
Total paying liabilities $ 2,843 $ 2,805 $ 38

</TABLE>

NON-INTEREST INTEREST INCOME AND NON-INTEREST EXPENSE. Income from
sources other than interest-earning assets is derived primarily from service
charges and other fees on customer deposits and transactions and from mortgage
fees. Non-interest income was $6,058,672 for the first nine months of 1998,
compared to $5,678,000 for the same 1997 period.

Non-interest expense was $14,173,257 for the nine months ended September
30, 1998, compared to $12,338,678 for the same period in 1997. The largest
component of this category in each of these periods relates to employee
expenses, which were $7,484,357 in 1998 and $6,647,320 in 1997.

INCOME TAXES. Ready State Bank's effective tax rates for each of the nine
months ended September 30, 1998 and 1997 was 38.5%, respectively.

FINANCIAL CONDITION. Ready State Bank's balance sheet reflects the
continued growth of assets, deposits and capital. At September 30, 1998, Ready
State Bank's assets were

- 74 -
<PAGE> 83

$621,393,111 or approximately 17.1% higher than the $530,815,203 on the same
date of 1997. Ready State Bank's equity was $55,768,372 at September 30, 1998
and $48,213,835 at September 30, 1997.

LOANS. Ready State Bank's loan portfolio consists primarily of real
estate related loans as well as commercial and installment loans. Net loans are
defined as gross loans minus the allowance for loan losses and unearned income
or fees. Net loans as of September 30, 1998 were $313,939,092 compared to
$272,648,447 at September 30 , 1997. Real estate and construction related loans
for these periods were $267,370,899 at September 30, 1998, and $222,225,871 at
September 30, 1997.

MATURITY DISTRIBUTION OF LOANS. The following table presents an analysis
of the maturity distribution of Ready State Bank's loan portfolio at September
30, 1998. The majority of Ready State Bank's loans are involved with real estate
and most of its loans that have fixed rates have maturities ranging from one to
five years. The volume of floating rate loans of approximately $184 million at
September 30, 1998 is 37.2% more than that of fixed rate loans of approximately
$134 million.

<TABLE>
<CAPTION>
READY STATE BANK
LOAN MATURITY/REPRICING SCHEDULE
(DOLLARS IN THOUSANDS)

NINE MONTHS
ENDED
SEPTEMBER 30,
1998
-----------------
<S> <C>
FIXED RATE LOAN MATURITIES:
3 months or less ........................ $ 1,323
3 through 12 months ..................... 7,409
1 through 5 years ....................... 80,585
Over 5 years ............................ 44,803
Total Fixed Rate.................................... $ 134,120

FLOATING RATE LOAN REPRICING:
3 months or less ........................ $ 50,050
3 through 12 months ..................... 60,300
1 through 5 years ....................... 49,434
Over 5 years ............................ 24,236
Total Floating Rate ................................ $ 184,020

Total Loans ........................................ $ 318,140
</TABLE>

NON-PERFORMING ASSETS. A "past due" loan is an accruing loan that is
contractually past due 90 days or more as to principal or interest payments.
Ready State Bank's management

- 75 -
<PAGE> 84

classifies a loan as non-accrual when it becomes apparent that the principal
and/or interest is doubtful or when the loan becomes 90 days past due. When a
loan is placed on non-accrual status, interest is no longer accrued or included
in interest income and previously accrued income is reversed. A loan is restored
to accrual status when all interest and principal payments are current and the
borrower has demonstrated the ability to make payments of principal and interest
as scheduled. Restructured loans, if any, include those for which there has been
a reduction in the stated interest rate, extension of maturity, reduction in
face amounts of debt, or reduction in accrued interest. Real estate acquired by
Ready State Bank as a result of foreclosure is classified as Other Real Estate
Owned until such time as it is sold.

The following is an analysis of non-accrual loans, past due loans, and
Other Real Estate Owned of Ready State Bank at the dates indicated (dollars in
thousands):

SEPTEMBER 30,
----------------------------------
1998 1997
<S> <C> <C>
NON-ACCRUAL LOANS:
Real estate...................... $4,115 $2,078
Other............................ 156 183

ACCRUING LOANS WHICH
ARE PAST DUE 90 DAYS OR
MORE AND NOT ON NON-
ACCRUAL

Real estate...................... 1,891 2,132
Commercial....................... 9 70
Installment...................... 16 12

OTHER REAL ESTATE OWNED:.............. 480 581
(related to foreclosures)

Total Nonperforming Assets............ $6,667 $5,056
</TABLE>

ALLOWANCE FOR LOAN LOSSES. The balance of the allowance for loan losses
at September 30, 1998 was $4,201,254 compared to the September 30, 1997 balance
of $4,098,761.

- 76 -
<PAGE> 85

and the provisions for loan losses is evaluated monthly, based upon management's
estimate of risk in the overall loan portfolio and the estimated exposure on
individual loans. In evaluating the adequacy of the allowance and the amount of
the provision, consideration is given to such factors as: management's
evaluation of specific loans; the level and composition of classified loans;
historical loss experience, results of examination by regulatory agencies and an
internal asset review process; expectations of future national and local
economic conditions and their impact on particular industries and the individual
borrowers; the market value of collateral and strength of available guaranties;
concentrations of credit; and other judgmental factors.

In the first nine months of 1998 and 1997, Ready State Bank made
provisions totaling and $295,000 and $400,000 respectively, to increase the
allowance for loan losses. The allowance for loan losses at September 30, 1998
and 1997 was 1.32% and 1.48%, respectively, of gross loans outstanding at the
end of each of those periods. Ready State Bank's management considers the
allowance to be adequate based on its assessment of the loan portfolio.

The following table presents an analysis of the allowance for loan losses
for the periods indicated:

- 77 -

<PAGE> 86
ALLOWANCE FOR LOAN LOSSES
(Dollars in thousands)

<TABLE>
<CAPTION>
SEPTEMBER 30,
-------------------------
1998 1997

<S> <C> <C>
Balance at beginning of year ............................................. $4,200 $4,093
Recoveries ............................................................... 74 227
Less: charge-offs ....................................................... 368 621

Provision for loan losses ................................................ 295 400
Balance at end of year ................................................... $4,201 $4,099

CHARGE-OFFS:
Real estate ......................................................... $ 17 $ -
Commercial and Industrial
Loans 320 571

Installment ......................................................... 31 50
Total .................................................................... $ 368 $ 621

RECOVERIES:
Real estate ......................................................... $ - $ -
Commercial and Industrial
Loans .......................................................... 64 217

Installment ......................................................... 10 10
Total .................................................................... $ 74 $ 227
</TABLE>

INVESTMENT SECURITIES. Ready State Bank has established uniform
investment and funds management procedures to satisfy its liquidity requirements
while attempting to maximize earnings and asset quality. Ready State Bank
management assesses the short- and long-term needs of Ready State Bank through
consideration of loan demand, interest rate factors, and prevailing market
conditions on a regular basis. This assessment leads to recommendations for
purchases and other transactions that are made considering safety, liquidity,
and maximization of return to Ready State Bank. Ready State Bank management's
strategy for securities is to maintain a high quality portfolio through
investing primarily in agency-issued callable securities, longer term
non-callable, tax-free municipal bonds, and medium-to-short term non-callable
agency-issued securities. Ready State Bank does not engage in the trading of
investment securities.

- 78 -
<PAGE> 87

The investment security portfolio at September 30, 1998 was $231,270,942
compared to $198,684,797 at September 30, 1997.

DEPOSITS. As of September 30, 1998, deposits totaled $544,422,391, an
increase of $76,484,033 from the September 30, 1997 balance of $467,938,358 The
increase was due to several factors, including the opening of new branches and
increased marketing efforts.

LIQUIDITY. Liquidity for Ready State Bank is the ability to raise funds
at a reasonable cost, fund asset growth, meet deposit withdrawals and customers'
borrowing needs, satisfy maturities of short-term borrowing and maintain reserve
requirements.

Ready State Bank monitors its liquidity position periodically in relation
to changes in long- and short-term interest rates. The maturity distributions
and interest sensitivity of assets and liabilities are adjusted in response to
those changes.

At September 30, 1998 and 1997, Ready State Bank's net loan-to-deposit
ratio was 57.7% and 58.3%, respectively.

INTEREST RATE SENSITIVITY MANAGEMENT. The primary objective of monitoring
Ready State Bank's interest rate sensitivity, or inherent rate risk, is to
provide management the tools necessary to manage the balance sheet to minimize
adverse changes in net interest income as a result of changes in the direction
and level of interest rates. Federal Reserve monetary control efforts and
legislative changes have been significant factors affecting the management of
interest rate sensitivity positions in recent years.

Repricing characteristics are the time frames at which interest-earning
assets and interest-bearing liabilities are subject to changes in interest
rates, either at replacement or maturity. Sensitivity is measured as the
difference between the volume of assets and liabilities in Ready State Bank's
current portfolio that are subject to repricing sensitivity gaps and are usually
calculated separately for various segments of time and on a cumulative basis.

Any excess of assets or liabilities results in an interest rate
sensitivity gap. A positive gap denotes asset sensitivity and a negative gap
represents liability sensitivity. The following table shows interest sensitivity
for three different intervals as of September 30, 1998.

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<PAGE> 88

READY STATE BANK INTEREST RATE SENSITIVITY ANALYSIS
AS OF SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS)

0 - 90 91 - 365 Over
Days Days 1 Year Total
<S> <C> <C> <C> <C>
EARNING ASSETS:
Loans ......................................... $188,408 $10,907 $120,268 $319,583
Securities .................................... 23,414 65,960 141,897 231,271
Fed funds sold ................................ 32,500 - - 32,500
Total earning assets ............................... 244,322 76,867 262,165 583,354

INTEREST BEARING LIABILITIES:
Now accounts .................................. 46,979 - - 46,979
MMDA accounts ................................. 29,198 - - 29,198
Regular savings ............................... 50,559 - - 50,559
Certificates of deposit ....................... 133,813 175,087 15,490 324,290
Total rate sensitivity liabilities.................. 260,549 175,087 15,490 451,126
Interest sensitivity gap ........................... $( 16,227) $( 98,220) $ 246,675 $132,228
==========
Cumulative gap ..................................... $( 16,227) $(114,447) $132,228
</TABLE>

Ready State Bank has a positive cumulative gap of approximately $132
million as of September 30, 1998. A positive gap implies that net interest
income would decrease in a falling rate environment and increase in a rising
rate environment. Since interest rates have been relatively low for a period of
time, the assumption that rates will increase from present levels is likely. The
effect of rising rates is difficult to predict since each of the different
components of interest earning assets and interest-bearing liabilities react
differently to changes in interest rates. The degree of interest rate
sensitivity is not equal for all types of assets and liabilities.

CAPITAL RESOURCES. At September 30, 1998, Ready State Bank's
shareholders' equity was $55,768,372 or $ 7,554,537 higher than the $48,213,835
recorded at September 30, 1997. Changes to stockholders' equity are primarily
due to the earnings of Ready State Bank. Other changes, which are not material,
are due to changes in the value of unrealized holding gains on securities
available for sale, net of income taxes. Ready State Bank has not paid any
dividends to its shareholders.

At September 30,1998 Ready State Bank had a Tier 1 and a total capital
ratio of 15.9% and 17.1%, respectively. At September 30, 1997, Ready State Bank
had a Tier 1 and a total capital ratio of 15.4% and 16.7%, respectively.

YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995

GENERAL. The good return on operations continues to be the ability to
generate loans without a significant cost of operations.

RESULTS OF OPERATIONS. Ready State Bank reported consolidated net income
of $7,776,294 in 1997, $7,820,852 in 1996, and $7,131,138 in 1995. Return on
average assets was

- 80 -
<PAGE> 89

1.48% and return on average stockholders' equity was 16.86% in 1997, compared to
1.78% and 20.37%, respectively, for 1996, and 1.99% and 23.17%, respectively,
for 1995. The return on average assets has been declining due to the high cost
of new deposits and the drop in the ratio of loans to deposits.

NET INTEREST INCOME. Net interest income is the primary source of Ready
State Bank's earning stream, and represents the difference between interest
income generated from earning assets and the interest expense paid on deposits.
Ready State Bank reported net interest income of $21,799,349 for 1997,
$19,697,207 for 1996, and $18,680,473 for 1995. For the following table and
analysis, interest income is adjusted for loan points, which represents prepaid
interest. In addition, non-taxable interest income on certain tax-exempt
securities is adjusted to a taxable-equivalent basis. Net interest margin is
calculated after making these adjustments. The net interest margin is net
interest income as a percentage of total interest-earning assets. The difference
between the yield on interest-earning assets and the rate paid on
interest-bearing liabilities is the net interest spread. Ready State Bank
reported net interest spreads of 3.38% for 1997, 3.65% for 1996, and 4.49% for
1995.

The following table represents the average balances of earning assets and
interest-bearing liabilities of Ready State Bank with their associated yields or
rates for the years ended December 31, 1997, 1996, and 1995.

READY STATE BANK YIELD ANALYSIS DATA YEAR TO DATE BASIS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
Twelve Months Ended December 1997 Twelve Months Ended December 1996 Twelve Months Ended December 1995

Average Average Average
Balance Interest Yield Balance Interest Yield Balance Interest Yield

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial Loans $ 46,213 $ 4,135 8.95 % $ 48,686 $ 4,429 9.10 % $ 42,944 $ 4,089 9.52 %
Real Estate Loans 218,300 22,624 10.36 180,339 19,280 10.69 163,133 18,480 11.33
Installment Loans 10,397 983 9.45 10,258 1,001 9.76 10,406 996 9.57
Total Loans 274,910 27,742 10.09 239,283 24,710 10.33 216,483 23,565 10.89
Taxable Securities 196,749 11,689 5.94 158,190 9,375 5.93 95,596 5,828 6.10
Non-taxable
Securities 79 4 5.06 685 41 5.99 1,171 74 6.32
Total Securities 196,828 11,693 5.94 158,875 9,416 5.93 96,767 5,902 6.10
Fed Funds Sold 14,321 782 5.46 12,586 661 5.25 12,851 752 5.85
Total Earning
Assets 486,059 40,217 8.27 $410,744 34,787 8.47 $326,101 30,219 9.27
NOW Accounts 35,715 993 2.78 $ 29,322 885 3.02 $ 24,227 730 3.01
Savings Accounts 45,952 1,436 3.13 43,129 1,396 3.24 43,846 1,629 3.72
Money Market
Accounts 25,496 798 3.13 25,762 854 3.31 24,456 732 2.99
CD's 266,089 15,049 5.66 212,651 11,846 5.57 149,086 8,448 5.67
Repurchase Agreements 3,230 142 4.40 2,486 109 4.38 17 1 5.88
Total Paying
Liabilities $376,482 $18,418 4.89 % $313,350 $15,090 4.82 % $241,632 $11,540 4.78 %
Cost of Funds 4.89 4.82 4.78
Interest Spread 3.38 3.65 4.49
</TABLE>

- 81 -
<PAGE> 90

The following table analyzes the changes in income and expense of the
various components of Ready State Bank's earning assets and paying liabilities.
The differences in income and expense from the prior year are mainly attributed
to changes in average volume and differences in yield and rate.

READY STATE BANK YIELD ANALYSIS DATA
YEAR TO DATE BASIS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
TWELVE MONTH ENDED DECEMBER 31, 1998 VERSUS 1996
------------------------------------------------
Interest Due to Due to
Differential Volume Rate

<S> <C> <C> <C>
Commercial loans ....................... $ (294) $ (290) $ (4)
Real estate loans ...................... 3,344 3,226 118
Installment loans ...................... (18) (18) -
Total loans ............................ 3,032 2,918 114

Taxable securities ..................... 2,314 2,310 4
Non-taxable securities ................. (37) (33) (4)
Total securities ....................... 2,277 2,277 -

Fed funds sold ......................... 121 117 4

Total earning assets ................... $ 5,430 $ 5,312 $ 118

NOW accounts ........................... $ 108 $ 123 $ (15)
Savings accounts ....................... 40 44 (4)
Money market accounts .................. (56) (55) (1)
CD's ................................... 3,203 3,155 48
Repurchase Agreements .................. 33 33 -

Total paying liabilities ............... $ 3,328 $ 3,300 $ 28
</TABLE>

- 82 -
<PAGE> 91

READY STATE BANK YIELD ANALYSIS DATA
YEAR TO DATE BASIS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED DECEMBER 31, 1996 VERSUS 1995
-------------------------------------------------
Interest Due to Due to
Differential Volume Rate

<S> <C> <C> <C>
Commercial loans .......................... $ 340 $ 364 $ (24)
Real estate loans ......................... 800 910 (110)
Installment loans ......................... 5 - 5
Total loans ............................... 1,145 1,274 (129)

Taxable securities ........................ 3,547 3,551 (4)
Non-taxable securities .................... (33) (19) (14)
Total securities........................... 3,514 3,532 (18)

Fed Funds sold............................. (91) (89) (2)

Total earning assets ...................... $ 4,568 $ 4,717 $ (149)

NOW accounts .............................. $ 155 $ 155 $ -
Savings accounts .......................... (233) (230) (3)
Money market accounts ..................... 122 120 2
CD's ..................................... 3,398 3,462 (64)
Repurchase Agreements ..................... 108 136 (28)

Total paying liabilities .................. $ 3,550 $ 3,643 $ (93)
</TABLE>

NON-INTEREST INTEREST INCOME AND NON-INTEREST EXPENSE. Income from
sources other than interest-earning assets is derived primarily from service
charges and other fees on customer deposits and transactions and from mortgage
fees. Non-interest income was $7,877,307 for 1997, compared to $8,066,998 and
$7,130,123 for 1996 and 1995, respectively.

Non-interest expense was $17,071,777 for 1997, compared to $15,087,815
for 1996 and $14,289,376 for 1995. The largest component of this category for
each of these years relates to employee expenses, which were $8,964,867 in 1997,
$7,941,502 in 1996 and $6,974,261 in 1995.

- 83 -
<PAGE> 92

INCOME TAXES. Ready State Bank's effective tax rate was 38.3% for 1997,
38.3% for 1996, and 38.1% for 1995. The effective rate is less than the
statutory rate, primarily due to the effect of tax-free income from state and
municipal bonds.

FINANCIAL CONDITION. Ready State Bank's balance sheet reflects the
continued growth of assets, deposits and capital. At the end of 1997, Ready
State Bank's assets were $571,533,620, or more than 18% higher than the
$482,143,133 at the end of 1996. The 1996 balance was more than 21% higher than
the 1995 year end balance of $395,670,713. Ready State Bank's equity at December
31, 1997 was $50,010,249 compared to $ 42,262,078 and $34,538,024 at December
31, 1996 and 1995, respectively.

LOANS. Ready State Bank's loan portfolio consists primarily of real
estate related loans as well as commercial and installment loans. Net loans are
defined as gross loans minus the allowance for loan losses and unearned income
or fees. Net loans as of December 31, 1997 were $283,838,019 compared to
$251,056,825 and $230,649,669 at December 31, 1996 and 1995, respectively. Real
estate and construction related loans for these periods were $234,241,412 at the
end of 1997, $196,332,211 at the end of 1996, and $176,681,831 at the end of
1995.

MATURITY DISTRIBUTION OF LOANS. The following table presents an analysis
of the maturity distribution of Ready State Bank's loan portfolio at December
31, 1997. The majority of Ready State Bank's loans are involved with real
estate, and most of its loans that have fixed rates have maturities ranging from
one to five years. The volume of floating rate loans of approximately $180
million at December 31, 1997 is 65.8% more than that of fixed rate loans of
approximately $108 million.

- 84 -
<PAGE> 93

READY STATE BANK
LOAN MATURITY/REPRICING SCHEDULE
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
-------------------
DECEMBER 31, 1997
-----------------

<S> <C>
FIXED RATE LOAN MATURITIES:
3 months or less .................. $ 1,701
3 through 12 months ............... 7,533
1 through 5 years ................. 60,488
Over 5 years ...................... 38,643
Total Fixed Rate.............................. $ 108,365

FLOATING RATE LOAN REPRICING:
3 months or less .................. $ 37,662
3 through 12 months ............... 58,538
1 through 5 years ................. 74,659
Over 5 years ...................... 8,814
Total Floating Rate .......................... $179,673

Total Loans .................................. $288,038
===============
</TABLE>

NON-PERFORMING ASSETS. A 'past due' loan is an accruing loan that is
contractually past due 90 days or more as to principal or interest payments.
Ready State Bank's management classifies a loan as non-accrual when it becomes
apparent that the principal and/or interest is doubtful or when the loan becomes
90 days past due and is secured by collateral with sufficient realizable value
to recover at least the principal. When a loan is placed on non-accrual status,
interest is no longer accrued or included in interest income and previously
accrued income is reversed. A loan is restored to accrual status when all
interest and principal payments are current and the borrower has demonstrated
the ability to make payments of principal and interest as scheduled.
Restructured loans, if any, include those for which there has been a reduction
in the stated interest rate, extension of maturity, reduction in face amounts of
debt, or reduction in accrued interest. Real estate acquired by Ready State Bank
as a result of foreclosure is classified as Other Real Estate Owned until such
time as it is sold.

The following is an analysis of non-accrual loans, past due loans, and
Other Real Estate Owned of Ready State Bank at the dates indicated (dollars in
thousands):

- 85 -
<PAGE> 94

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
DECEMBER 31, 1997
-----------------------------
1997 1996 1995

<S> <C> <C> <C>
NON-ACCRUAL LOANS:
Real estate ......................... $2,567 2,012 $2,458
Other ............................... 325 184 -

ACCRUING LOANS WHICH ARE PAST
DUE 90 DAYS OR MORE AND NOT
ON NON-ACCRUAL:
Real estate ......................... 1,329 344 401
Installment ......................... 11 28 -
OTHER REAL ESTATE OWNED:
(related to foreclosures) ........... 478 349 -

Total Nonperforming Assets ............... $4,710 $2,917 $2,859
</TABLE>

ALLOWANCE FOR LOAN LOSSES. The balance of the allowance for loan losses
at December 31, 1997 was $4,199,821, compared to the December 31, 1996 balance
of $4,092,876 and the December 31, 1995 balance of $3,518,878

Inherent in Ready State Bank's lending activities is the risk that
loan losses may be experienced and that the risk of loss will vary with
the type of loan being made, the value of the underlying collateral, and
the creditworthiness of the borrower over the term of the loan. To reflect
the currently perceived risk of loss associated with Ready State Bank's
loan portfolio, provisions are made to the allowance for loan losses. The
amount of the allowance for loan losses and the provisions for loan losses
is evaluated monthly, based upon management's estimate of risk in the
overall loan portfolio and the estimated exposure on individual loans. In
evaluating the adequacy of the allowance and the amount of the provision,
consideration is given to such factors as: management's evaluation of
specific loans; the level and composition of classified loans; historical
loss experience, results of examination by regulatory agencies and an
internal asset review process; expectations of future national and local
economic conditions and their impact on particular industries and the
individual borrowers; the market value of collateral and strength of
available guaranties; concentrations of credit; and other judgmental
factors.

In 1997, Ready State Bank made provisions totaling $675,000 to increase
the allowance for loan losses, while in 1996 and 1995 the provision was $700,000
and $1,415,000, respectively. The allowance for loan losses at December 31,
1997, 1996, and 1995 was 1.46%, 1.60% and 1.50%, respectively, of gross loans
outstanding at the end of each of those years. Ready State Bank's management
considers the allowance to be adequate based on its assessment of the loan
portfolio.

- 86 -
<PAGE> 95

The following table presents an analysis of the allowance for loan losses
for the periods indicated:

<TABLE>
<CAPTION>
ALLOWANCE FOR LOAN LOSSES
(DOLLARS IN THOUSANDS)

DECEMBER 31,
------------------------------------
1997 1996 1995

<S> <C> <C> <C>
Balance at beginning of year .................. $4,093 $3,519 $2,822
Recoveries .................................... 255 139 237
Less: charge-offs ............................ 823 265 955
Provision for loan losses ..................... 675 700 1,415
Balance at end of year ........................ $4,200 $4,093 $3,519

CHARGE-OFFS:
Real estate .............................. $ 6 $ 61 $ 145
Commercial and Industrial
Loans ......................... 733 162 790

Installment .............................. 84 42 20
Total ......................................... $ 823 $ 265 $ 955

RECOVERIES:
Real estate .............................. - - -
Commercial and Industrial
Loans ......................... 244 127 231

Installment .............................. 11 12 6
Total ......................................... $ 255 $ 139 $ 237
</TABLE>

INVESTMENT SECURITIES. Ready State Bank has established uniform
investment and funds management procedures to satisfy its liquidity requirements
while attempting to maximize earnings and asset quality. Ready State Bank's
management assesses the short- and long-term needs of Ready State Bank through
consideration of loan demand, interest rate factors, and prevailing market
conditions on a regular basis. This assessment leads to recommendations for
purchases and other transactions that are made considering safety, liquidity,
and maximization of return to Ready State Bank. Ready State Bank's management's
strategy for securities is to maintain a high quality portfolio through
investing primarily in agency-issued callable securities, longer term
non-callable,

- 87 -
<PAGE> 96

tax-free municipal bonds, and medium-to-short term non-callable agency-issued
securities. Ready State Bank does not engage in the trading of investment
securities.

The investment securities portfolio at December 31, 1997 was $219,294,319
compared to $183,230,451 and $111,826,162 at December 31, 1996 and 1995,
respectively.

DEPOSITS. As of December 31, 1997, deposits totaled $509,570,540 an
increase of $81,207,975 from the December 31, 1996 balance of $428,362,565. At
December 31, 1995, deposits totaled $348,374,697. The increases were due to
several factors, including the opening of new branches and increased marketing
efforts.

At December 31, 1997, 1996, and 1995, Ready State Bank's net
loan-to-deposit ratio was 55.7%, 58.6%, and 66.2%, respectively.

- 88 -
<PAGE> 97

READY STATE BANK INTEREST RATE SENSITIVITY ANALYSIS
AS OF DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
0 - 90 DAYS 91 - 365 DAYS OVER 1 YEAR TOTAL
----------- ------------- ----------- -----
<S> <C> <C> <C> <C>
EARNING ASSETS:
Loans ................................ $182,885 $7,533 $99,130 $289,548
Securities ........................... 16,129 66,204 136,961 219,294
Fed Funds Sold ....................... 26,600 - - 26,600
Total earning assets ...................... 225,614 73,737 236,091 535,442

INTEREST BEARING LIABILITIES:
Now accounts ......................... 34,309 - - 34,309
MMDA accounts ........................ 24,922 - - 24,922
Regular savings ...................... 45,858 - - 45,858
Certificates of deposit .............. 128,837 162,357 15,540 306,734
Total rate sensitivity liabilities ........ 233,926 162,357 15,540 411,823
Interest sensitivity gap .................. (8,312) (88,620) 220,551 123,619
============
Cumulative gap ............................ $ (8,312) $(96,932) $123,619
</TABLE>

Ready State Bank has a positive cumulative gap of approximately $124
million as of December 31, 1997. A positive gap implies that net interest income
would decrease in a falling rate environment and increase in a rising rate
environment. This measurement of the effects of this assumption would be more
reliable if each of the different components of interest earning assets and
interest-bearing liabilities would react to changes in interest rates in the
same manner. However, the degree of interest rate sensitivity is not equal for
all types of assets and liabilities.

CAPITAL RESOURCES. At December 31, 1997, Ready State Bank's shareholders'
equity was $50,010,244, or $7,748,166 higher than at December 31, 1996.
Shareholders' equity at December 31, 1996 and 1995 was $42,262,078 and
$34,538,024, respectively. Changes to stockholders' equity are primarily due to
the earnings of Ready State Bank. Other changes, which are not material, are due
to changes in the value of unrealized holding gains on securities available for
sale, net of income taxes. Ready State Bank has not paid any dividends to its
shareholders.

At December 31, 1997, Ready State Bank had a Tier 1 and a total capital
ratio of 16.4% and 17.7%, respectively. At December 31, 1996, Ready State Bank
had a Tier 1 and a total capital ratio of 15.5% and 16.7%, respectively. At
December 31, 1995, Ready State Bank had a Tier 1 and a total capital ratio of
13.9% and 15.2%, respectively.

YEAR 2000 ISSUE

The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Ready State's computer programs or hardware that have date-sensitive software or
embedded chips may recognize a date using "00" as

- 89 -
<PAGE> 98

the year 1900 rather than the year 2000. This could result in a system failure
or miscalculations causing disruptions of operations, including, among other
things, a temporary inability to engage in normal business activities. As a
result of recent assessments, Ready State is presently modifying and replacing
existing hardware and software so that those systems will properly utilize dates
beyond December 31, 1999. Based on current plans Ready State believes that the
Year 2000 issue will be mitigated.

BUSINESS OF UNION PLANTERS

GENERAL

Union Planters, a Tennessee corporation, is a registered bank holding
company. On September 30, 1998, Union Planters had total consolidated assets of
approximately $30.5 billion, total consolidated loans of approximately $19.7
billion, total consolidated deposits of approximately $23.3 billion, and total
consolidated stockholders' equity of approximately $2.9 billion.

Union Planters conducts its business activities through Union
Planters Bank, National Association, its principal bank subsidiary, and a
number of other banking and banking-related subsidiaries. Through its
various subsidiaries, Union Planters provides a diversified range of
financial services, maintaining at September 30, 1998, 801 banking offices
and 1,000 ATMs in the states in which it operates, as follows:

<TABLE>
<CAPTION>
Full Service and
Limited Service
State Branches ATMs
- ---------------------- -------------------- -------------------
<S> <C> <C>
Alabama................. 22 22
Arkansas................ 48 37
Florida................. 65 47
Illinois................ 95 104
Indiana................. 17 18
Iowa.................... 30 33
Kentucky................ 28 26
Louisiana............... 22 17
Mississippi............. 151 170
Missouri................ 98 123
Tennessee............... 209 375
Texas................... 16 28
-------------------- -------------------
801 1,000
==================== ===================

</TABLE>

- 90 -
<PAGE> 99

Acquisitions have been, and are expected to continue to be, an important
part of the expansion of Union Planters' business. During the period beginning
January 1, 1994 and ending September 30, 1998, Union Planters completed the
acquisition of 43 institutions with approximately $26.4 billion in total assets.
The restated consolidated financial statements of Union Planters included in
Exhibit 99.1 to its September 30, 1998 Quarterly Report on Form 10-Q and filed
with the SEC, and the financial information relating to Union Planters included
under "Selected Financial Data" in this proxy statement-prospectus, reflect the
financial impact of all of such acquisitions deemed material, including the
acquisitions completed during 1998.

In addition, as of September 30, 1998, Union Planters was a party to
definitive agreements to acquire five financial institutions in addition to
Ready State, and to purchase 56 branch locations and assume deposit liabilities
of approximately $1.8 billion in Indiana (the "Indiana Branch Purchase" and,
together with all other pending acquisitions, the "Other Pending Acquisitions").
The Other Pending Acquisitions had aggregate total assets of approximately $3.0
billion at September 30, 1998. For information with respect to these
acquisitions, see "-- Recent Developments" below

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

The principal executive offices of Union Planters are located at 7130
Goodlett Farms Parkway, Memphis, Tennessee 38018, and its telephone number at
such address is (901) 580-6000. Additional information with respect to Union
Planters and its subsidiaries is included in documents incorporated by reference
in this proxy statement-prospectus. See "WHERE YOU CAN FIND MORE INFORMATION."

RECENT DEVELOPMENTS

RECENT SALE OF CREDIT CARD PORTFOLIO. On October 15, 1998, Union
Planters sold substantially all of its credit card portfolio to MBNA Bank
America, N.A. Union Planters also entered into an agreement with MBNA Bank
America, N.A. to sell it a large majority of the credit card portfolios of
Union Planters Bank of Kentucky, a wholly owned subsidiary of Union
Planters, and of Magna Bank, N.A. which merged into Union Planters Bank,
National Association on October 9, 1998. The value of the credit card
portfolio sold totaled $460 million. In the fourth quarter of 1998, Union
Planters expects to recognize a net gain of $65 to $70 million on a pretax
basis and approximately $40 to $43 million after taxes as a result of the
sale. Certain estimated costs related to selling the credit card
portfolios, including employee severance, equipment write-

- 91 -
<PAGE> 100

offs and other fees, have been netted against the gain. Union Planters also
expects to charge off approximately $10 million to $15 million of credit card
receivables that will not be purchased by MBNA Bank America, N.A. in the fourth
quarter of 1998. A smaller portion of the transaction will settle in the first
quarter of 1999.

RECENTLY COMPLETED ACQUISITIONS. Since December 31, 1997, Union Planters
has completed 14 acquisitions, representing approximately $13.5 billion in
assets. The financial impact of all of such acquisitions deemed material are
reflected in the restated consolidated financial statements of Union Planters
included in Exhibit 99.1 to its September 30, 1998 Quarterly Report on Form 10-Q
and filed with the SEC, and in the financial information relating to Union
Planters included under "SUMMARY -- Selected Financial Data" in this proxy
statement-prospectus.

OTHER PENDING ACQUISITIONS. Union Planters has entered into definitive
agreements to acquire the following financial institutions in addition to Ready
State which Union Planters' management considers probable of consummation and
which are expected to close in 1998 or in the first quarter of 1999.

<TABLE>
<CAPTION>
Asset Size Type of Projected
Institution (In Millions)(1) Consideration(2) Closing Date
- ----------------------------------------- ---------------------- ---------------------------------- ---------------------
<S> <C> <C> <C>
First Mutual Bancorp, Inc. and its
subsidiary First Mutual Bank, S.D., 370 Approximately 1,100,000
Decatur, Illinois (3) shares of Union Planters December 31, 1998
common stock

La Place Bancshares, Inc. and 70 Approximately 412,000 shares
subsidiary Bank of La Place of St. of Union Planters common stock December 31, 1998
John the Baptist, Parish, La., La
Place, Louisiana

Purchase of 56 branches and assumption 1,800 $294 million deposit premium February 12, 1999
of $1.8 billion of deposit liabilities in cash (4)
of First Chicago NBD Corporation in
Indiana ("Indiana Branch Purchase") (4)

Southeast Bancorp, Inc. and 335 Approximately 1,250,000
subsidiaries First National Bank & shares of Union Planters December 31, 1998
Trust Company, Corbin, Kentucky, and common stock
First State Bank of East Tennessee
N.A., LaFolette, Tennessee

First & Farmers Bancshares, Inc. and 275 $76 million in cash January 31, 1999
subsidiaries First & Farmers Bank of
Somerset, Somerset,

</TABLE>

- 92 -
<PAGE> 101

Asset Size Type of Projected
Institution (In Millions)(1) Consideration(2) Closing Date
- ----------------------------------------- ---------------------- ---------------------------------- ---------------------
<S> <C> <C> <C>

Kentucky, and Bank of
Cumberland, Burkesville, Kentucky

FSB, Inc. and its subsidiary, First 145 Approximately 907,000 shares December 31, 1998
State Bank of Covington, Tennessee of Union Planters common stock

TOTAL $2,995

</TABLE>

- ----------------------
(1) Approximate total assets on September 30, 1998.

(2) Assumes no adjustment to shares pursuant to exchange ratio adjustment
mechanisms.

(3) Union Planters intends to purchase, in the open market, approximately one
million shares of Union Planters common stock to facilitate its purchase of
First Mutual Bancorp, Inc.

(4) The purchase price of the premises and equipment to be purchased has not
yet been determined.

FOURTH QUARTER EARNINGS CONSIDERATIONS. It is expected that either Union
Planters or the institutions acquired or to be acquired in connection with the
merger and the Other Pending Acquisitions will incur charges arising from such
acquisitions and from the assimilation of those institutions into the Union
Planters organization. Anticipated charges would normally arise from matters
such as, but not limited to:

- legal, accounting, financial advisory and consulting fees;

- payment of contractual benefits triggered by a change of control,
early retirement and involuntary separation and related benefits;

- costs associated with elimination of duplicate facilities and
branch consolidations;

- data processing charges;

- cancellation of vendor contracts; and

- other contingencies and similar costs which normally arise from
the consolidation of operational activities.

For a discussion of Union Planters' acquisition program and the
significant charges Union Planters has incurred over the past three years
incidental to its acquisition program, see the caption "Acquisitions" on pages
A-3, A-4 and A-5 in Union Planters' restated consolidated financial statements
filed in Union Planters' September 30, 1998 Quarterly Report on Form 10-Q,
Exhibit 99.1 and Note 2 to Union Planters' restated audited consolidated
financial statements for the years ended December 31, 1997, 1996, and 1995 also
contained in Union Planters' September 30, 1998 Quarterly Report on Form 10-Q,
Exhibit 99.1. Reference is also made to pages 17, 18, 20 and 21 to Union

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Planters' September 30, 1998 Quarterly Report on Form 10-Q for a discussion of
significant charges incurred in the nine months ended September 30, 1998.

The merger and the Other Pending Acquisitions (with the exception of the
Indiana Branch Purchase, and the mergers with First Mutual Bancorp, Inc. and
First & Farmers Bancshares, Inc.) are expected to be accounted for as
pooling-of-interests. Union Planters currently estimates incurring aggregate
pre-tax and after-tax charges in the range of $5 million to $6 million in
connection with completing the merger and the Other Pending Acquisitions. Union
Planters also expects to incur expenses of approximately $30 million in the
fourth quarter of 1998, both on a pre-tax and after-tax basis, primarily in
connection with the settlement of employment agreements related to entities
acquired in the third quarter of 1998. To the extent that Union Planters'
recognition of these acquisition-related charges is contingent upon consummation
of a particular transaction, those charges would be recognized in the period in
which such transaction closes. See "SUMMARY -- Historical and Pro Forma Per
Share Data."

The range of anticipated charges to be incurred in connection with
consummating the merger and the Other Pending Acquisitions is a preliminary
estimate of the significant charges which may, in the aggregate, be required and
should be viewed accordingly. Moreover, this range has been based on the due
diligence that has been performed to date in connection with the merger and the
Other Pending Acquisitions. The range may be subject to change, and the actual
charges incurred may be higher or lower than what is currently contemplated,
once the acquired institutions are assimilated from an operational perspective
and various contingencies are either satisfied or eliminated. Furthermore, the
range of anticipated charges will change if additional entities are acquired.
Union Planters regularly evaluates the potential acquisition of, and holds
discussions with, various potential acquisition candidates. As a general rule,
Union Planters will publicly announce such acquisitions only after a definitive
agreement has been reached, and only then if Union Planters considers the
acquisition to be of such a size as to be a significant acquisition. Since the
range of anticipated acquisition-related charges is likely to change with
additional acquisitions, and since Union Planters regularly engages in
acquisitions, such range could change, and you should view such information
accordingly.

Since September 30, 1998, Union Planters has expensed that portion of
certain restricted stock grants that would otherwise have remained unrecognized
at the recipients' earliest possible retirement age. This will have the effect
of increasing benefits expense in the fourth quarter of 1998 by approximately
$8.9 million pretax and $5.5 million on an after tax basis. Additionally, in
connection with the consolidation of certain loan and deposit functions, Union
Planters is implementing a plan to image all documents related to loans and
deposits. During the fourth quarter of 1998, Union Planters will engage a third
party to image all of its current documents. The total expenses estimated to be
incurred in the fourth quarter of 1998 related to this project is approximately
$4.8 million pretax and $3.29 million on an after tax basis.

Certain acquisitions during 1998 have significantly increased the
goodwill and other intangible costs to $361 million at September 30, 1998. Given
changing market conditions,

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primarily interest rates and the related volatility of the mortgage markets,
Union Planters plans to perform a review of the realization of these intangibles
and other related assets such as investment securities premiums during the
fourth quarter of 1998. The impact of this review cannot be quantified at this
time.

CERTAIN REGULATORY CONSIDERATIONS

GENERAL

Union Planters is a bank holding company registered with the Federal
Reserve. As such, Union Planters and its non-bank subsidiaries are subject to
the supervision, examination, and reporting requirements of the Bank Holding
Company Act and the regulations of the Federal Reserve. The following discussion
summarizes the regulatory framework applicable to banks and bank holding
companies and provides certain specific information related to Union Planters. A
more complete discussion is included in Union Planters' 1997 Annual Report on
Form 10-K. See "WHERE YOU CAN FIND MORE INFORMATION."

Bank holding companies are required to obtain the prior approval of the
Federal Reserve before they may:

- acquire direct or indirect ownership or control of more than 5%
of the voting shares of any bank;

- acquire all or substantially all of the assets of any bank; or

- merge or consolidate with any other bank holding company.

The Federal Reserve generally may not approve any transaction that would
result in a monopoly or that would further a combination or conspiracy to
monopolize banking in the United States. Nor can the Federal Reserve approve a
transaction that could substantially lessen competition in any section of the
country, that would tend to create a monopoly in any section of the country, or
that would be in restraint of trade. But the Federal Reserve may approve any
such transaction if it determines that the public interest in meeting the
convenience and needs of the community served clearly outweigh the
anticompetitive effects of the proposed transaction. The Federal Reserve is also
required to consider the financial and managerial resources and future prospects
of the bank holding companies and banks concerned, as well as the convenience
and needs of the community to be served. Consideration of financial resources
generally focuses on capital adequacy, which is discussed below. And
consideration of convenience and needs includes the parties' performance under
the Community Reinvestment Act of 1977.

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Another factor that is gaining increasing scrutiny in the application
process is the Year 2000 readiness of the parties involved in acquisition
transactions. Banking organizations whose Year 2000 readiness is in less than
satisfactory condition are undergoing special scrutiny in connection with
acquisition transactions requiring regulatory approval, and may not be eligible
to use expedited application procedures for acquisition transactions

Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 ("Interstate Banking Act"), Union Planters and any other bank holding
company may now acquire a bank located in any state, subject to certain
deposit-percentage limitations, aging requirements, and other restrictions. The
Interstate Banking Act also generally permits a bank to branch interstate
through acquisitions of banks in other states. By adopting legislation prior to
June 1, 1997, a state had the ability either to "opt in" and accelerate the date
after which interstate branching is permissible or "opt out" and prohibit
interstate branching altogether. Texas, where Union Planters recently completed
an acquisition, elected to "opt out," in legislation that expires September 2,
1999. Union Planters has used the Interstate Banking Act to merge substantially
all of Union Planters' banking subsidiaries with and into Union Planters Bank,
National Association. As a result, that bank is now a multi-state national bank
with branches in Alabama, Arkansas, Florida, Iowa, Illinois, Kentucky,
Louisiana, Mississippi, Missouri, and Tennessee.

The Bank Holding Company Act prohibits Union Planters from:

(1) engaging in activities other than banking, managing, or
controlling banks or other permissible subsidiaries; and

(2) acquiring or retaining direct or indirect control of any
company engaged in any activities other than those activities
determined by the Federal Reserve to be so closely related to
banking or managing or controlling banks as to be a proper
incident thereto.

In determining whether a particular activity is permissible, the Federal
Reserve must consider whether the performance of such an activity reasonably can
be expected to produce benefits to the public that outweigh possible adverse
effects. Possible benefits the Federal Reserve considers include greater
convenience, increased competition, or gains in efficiency. Possible adverse
effects include undue concentration of resources, decreased or unfair
competition, conflicts of interest, or unsound banking practices. The Federal
reserve has determined the following to be permissible activities of bank
holding companies:

- factoring accounts receivable;

- acquiring or servicing loans;

- leasing personal property;

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- conducting discount securities brokerage activities;

- performing certain data processing services;

- acting as agent or broker in selling credit life insurance and
certain other types of insurance in connection with credit
transactions; and

- performing certain insurance underwriting activities.

There are no territorial limitations on permissible non-banking
activities of bank holding companies. Despite prior approval, the Federal
Reserve has the power to order a holding company or its subsidiaries to
terminate any activity or to terminate its ownership or control of any
subsidiary when it has reasonable cause to believe that a serious risk to the
financial safety, soundness, or stability of any bank subsidiary of that bank
holding company may result from such activity.

The banks owned by Union Planters are members of the Federal Deposit
Insurance Corporation. Their deposits are insured by the Federal Deposit
Insurance Corporation to the extent provided by law. Each bank is also subject
to numerous state and federal statutes and regulations that affect its business,
activities, and operations, and each is supervised and examined by one or more
state or federal bank regulatory agencies.

The Federal Deposit Insurance Corporation and the applicable state
authority in the case of state-chartered nonmember banks, the Office of Thrift
Supervision in the case of federally chartered thrift institutions, the Federal
Reserve in the case of state-chartered member banks, and the Office of the
Comptroller of the Currency in the case of national banks supervise the
subsidiaries of Union Planters and Ready State and regularly examine the
operations of such institutions. They have authority to approve or disapprove
mergers, consolidations, the establishment of branches, and similar corporate
actions. The federal and state banking regulators also have the power to prevent
the continuance or development of unsafe or unsound banking practices or other
violations of law.

PAYMENT OF DIVIDENDS

Union Planters is a legal entity separate and distinct from its banking,
thrift, and other subsidiaries. The principal sources of cash flow of Union
Planters, including cash flow to pay dividends to its stockholders, are
dividends from its subsidiary depository institutions. There are statutory and
regulatory limitations on the payment of dividends by these subsidiary
depository institutions to Union Planters, as well as by Union Planters and
Ready State to their stockholders.

As to the payment of dividends, each of Union Planters' state-chartered
banking subsidiaries is subject to the laws and regulations of the state in
which the bank is located, and to the regulations of the bank's primary federal
regulator. Union Planters' subsidiaries that are thrift institutions are subject

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to the Office of Thrift Supervision's capital distributions regulations, and
those that are national banks are subject to the regulations of the Office of
the Comptroller of the Currency.

If the federal banking regulator determines that a depository institution
under its jurisdiction is engaged in or is about to engage in an unsafe or
unsound practice, the regulator may require, after notice and hearing, that the
institution cease and desist from such practice. Depending on the financial
condition of the depository institution, an unsafe or unsound practice could
include the payment of dividends. The federal banking agencies have indicated
that paying dividends that deplete a depository institution's capital base to an
inadequate level would be an unsafe and unsound banking practice. Under the
Federal Deposit Insurance Corporation Improvement Act of 1991, a depository
institution may not pay any dividend if payment would cause it to become
undercapitalized or if it already is undercapitalized. See "-- Prompt Corrective
Action." The federal agencies have also issued policy statements that provide
that bank holding companies and insured banks should generally only pay
dividends out of current operating earnings.

At September 30,1998, under dividend restrictions imposed under federal
and state laws, Union Planters' banking subsidiaries, without obtaining
governmental approvals, could declare aggregate dividends to Union Planters of
approximately $119 million.

The payment of dividends by Union Planters and its bank subsidiaries may
also be affected or limited by other factors, such as the requirement to
maintain adequate capital above regulatory guidelines.

CAPITAL ADEQUACY

Union Planters and its banking subsidiaries are required to comply with
the capital adequacy standards established by the Federal Reserve in the case of
Union Planters, and the appropriate federal banking regulator in the case of
each Union Planters bank. There are two basic measures of capital adequacy for
bank holding companies and the depository institutions that they own: a
risk-based measure and a leverage measure. All applicable capital standards must
be satisfied for a bank holding company to be considered in compliance.

The risk-based capital standards are designed to make regulatory capital
requirements more sensitive to differences in risk profile among depository
institutions and bank holding companies, to account for off-balance-sheet
exposure, and to minimize disincentives for holding liquid assets. Assets and
off-balance-sheet items are assigned to broad risk categories, each with
appropriate weights. The resulting capital ratios represent capital as a
percentage of total risk-weighted assets and off-balance-sheet items.

The minimum guideline for the ratio ("Total Capital Ratio") of total
capital ("Total Capital") to risk-weighted assets (including certain
off-balance-sheet items, such as standby letters of credit) is 8.0%. At least
half of Total Capital must be composed of common equity, undivided profits,
minority

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interests in the equity accounts of consolidated subsidiaries, noncumulative
perpetual preferred stock, and a limited amount of cumulative perpetual
preferred stock, less goodwill and certain other intangible assets ("Tier 1
Capital"). The remainder may consist of subordinated debt, other preferred
stock, and a limited amount of loan loss reserves ("Tier 2 Capital"). At
September 30, 1998, Union Planters' consolidated Total Capital Ratio and its
Tier 1 Capital Ratio (i.e., the ratio of Tier 1 Capital to risk-weighted assets)
were 17.07% and 13.49%, respectively.

In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
ratio (the "Leverage Ratio") of Tier 1 Capital to average assets, less goodwill
and certain other intangible assets, of 3.0% for bank holding companies that
meet certain specified criteria, including having the highest regulatory rating.
All other bank holding companies generally are required to maintain a Leverage
Ratio of at least 3.0%, plus an additional cushion of 100 to 200 basis points.
Union Planters' Leverage Ratio at September 30, 1998, was 9.29%. The guidelines
also provide that bank holding companies that experience internal growth or make
acquisitions will be expected to maintain strong capital positions substantially
above the minimum supervisory levels without significant reliance on intangible
assets. The Federal Reserve will consider a "tangible Tier 1 Capital Leverage
Ratio" (deducting all intangibles) and other indicia of capital strength in
evaluating proposals for expansion or new activities.

Each of the Union Planters' banks is subject to risk-based and leverage
capital requirements adopted by its federal banking regulator. Those
requirements are similar to those adopted by the Federal Reserve for bank
holding companies. Each of Union Planters' banks was in compliance with those
minimum capital requirements as of September 30, 1998. No federal banking agency
has advised Union Planters or its bank subsidiaries of any specific minimum
capital ratio requirement applicable to it.

A bank or thrift that fails to meet its capital guidelines may be subject
to a variety of enforcement remedies and certain other restrictions on its
business. Remedies could include the issuance of a capital directive, the
termination of deposit insurance by the Federal Deposit Insurance Corporation,
and a prohibition on the taking of brokered deposits. As described below,
substantial additional restrictions can be imposed upon Federal Deposit
Insurance Corporation-insured depository institutions that fail to meet their
capital requirements. See "-- Prompt Corrective Action."

The federal bank regulators continue to indicate their desire to raise
the capital requirements that apply to banks beyond their current levels. The
Federal Reserve, the Federal Deposit Insurance Corporation, and the Office of
the Comptroller of the Currency have proposed an amendment to the risk-based
capital standards that would calculate the change in a bank's net economic value
attributable to increases and decreases in market interest rates and would
require banks with excessive interest rate risk exposure to hold additional
amounts of capital against such exposures. The Office of Thrift Supervision has
already included an interest-rate risk component in its risk-based capital
guidelines for savings associations that it regulates.

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SUPPORT OF SUBSIDIARY INSTITUTIONS

Under Federal Reserve policy, Union Planters is expected to act as a
source of financial strength for, and commit its resources to support, each
Union Planters bank. This support may be required at times when Union Planters
may not be inclined to provide it. In addition, any capital loans by a bank
holding company to any of its bank subsidiaries are subordinate to the payment
of deposits and to certain other indebtedness. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a federal
bank regulatory agency to maintain the capital of a bank subsidiary will be
assumed by the bankruptcy trustee and entitled to a priority of payment.

A depository institution insured by the Federal Deposit Insurance
Corporation can be held liable for any loss incurred by, or reasonably expected
to be incurred by, the Federal Deposit Insurance Corporation in connection with
the default of a commonly controlled Federal Deposit Insurance
Corporation-insured depository institution or any assistance provided by the
Federal Deposit Insurance Corporation to any commonly controlled Federal Deposit
Insurance Corporation-insured depository institution "in danger of default."
"Default" is defined generally as the appointment of a conservator or receiver,
and "in danger of default" is defined generally as the existence of certain
conditions indicating that a default is likely to occur in the absence of
regulatory assistance. The Federal Deposit Insurance Corporation's claim for
damages is superior to claims of stockholders of the insured depository
institution or its holding company, but is subordinate to claims of depositors,
secured creditors, and holders of subordinated debt (other than affiliates) of
the commonly controlled insured depository institution. Union Planters' banks
are subject to these cross-guarantee provisions. As a result, any loss suffered
by the Federal Deposit Insurance Corporation in respect of any of Union
Planters' banks would likely result in assertion of the cross-guarantee
provisions, the assessment of estimated losses against Union Planters' banking
or thrift affiliates, and a potential loss of Union Planters' investments in its
other banks.

PROMPT CORRECTIVE ACTION

The Federal Deposit Insurance Corporation Improvement Act of 1991
establishes a system of prompt corrective action to resolve the problems of
undercapitalized institutions. Under this system, which became effective in
December 1992, the federal banking regulators are required to establish five
capital categories (well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized, and critically undercapitalized). With respect
to institutions in the three undercapitalized categories, the regulators must
take certain supervisory actions, and are authorized to take other discretionary
actions. The severity of the actions will depend upon the capital category in
which the institution is placed. Generally, subject to a narrow exception, the
Federal Deposit Insurance Corporation Improvement Act of 1991 requires the
banking regulator to appoint a receiver or conservator for an institution that
is critically undercapitalized. The federal banking agencies have specified the
relevant capital level for each category.

An institution is deemed to be well capitalized if it:

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- has a Total Capital Ratio of 10% or greater;

- has a Tier 1 Capital Ratio of 6.0% or greater;

- has a Leverage Ratio of 5.0% or greater; and

- is not subject to any written agreement, order, capital directive,
or prompt corrective action directive issued by its federal
banking agency.

An institution is considered to be adequately capitalized if it has:

- a Total Capital Ratio of 8.0% or greater;

- a Tier 1 Capital Ratio of 4.0% or greater; and

- a Leverage Ratio of 4.0% or greater.

A depository institution is considered to be undercapitalized if it has:

- a Total Capital Ratio of less than 8.0%;

- a Tier 1 Capital Ratio of less than 4.0%; or

- a Leverage Ratio of less than 4.0%.

A depository institution is considered to be significantly undercapitalized if
it has:

- a Total Capital Ratio of less than 6.0%;

- a Tier 1 Capital Ratio of less than 3.0%; or

- a Leverage Ratio of less than 3.0%.

An institution that has a tangible equity capital to assets ratio equal to or
less than 2.0% is deemed to be critically undercapitalized. "Tangible equity"
includes core capital elements counted as Tier 1 Capital for purposes of the
risk-based capital standards, plus the amount of outstanding cumulative
perpetual preferred stock (including related surplus), minus all intangible
assets, with certain exceptions. A depository institution may be deemed to be in
a capitalization category that is lower than is indicated by its actual capital
position if it receives an unsatisfactory examination rating.

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An institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal banking agency.
In addition, a bank holding company must guarantee that a subsidiary bank meet
its capital restoration plan. This obligation to fund a capital restoration plan
is limited to the lesser of 5.0% of an undercapitalized subsidiary's assets or
the amount required to meet regulatory capital requirements. Except in
accordance with an accepted capital restoration plan or with the approval of the
Federal Deposit Insurance Corporation, an undercapitalized institution is also
generally prohibited from increasing its average total assets, making
acquisitions, establishing any branches, or engaging in any new line of
business. In addition, its federal banking agency is given authority with
respect to any undercapitalized institution to take any of the actions it is
required to or may take with respect to a significantly undercapitalized
institution if it determines "that those actions are necessary to carry out the
purpose" of the Federal Deposit Insurance Corporation Improvement Act of 1991.

For those institutions that are significantly undercapitalized or
undercapitalized and either fail to submit an acceptable capital restoration
plan or fail to implement an approved capital restoration plan, its federal
banking agency must require the institution to:

(1) sell enough shares, including voting shares, to become adequately
capitalized;

(2) merge with (or be sold to) another institution (or holding
company), but only if grounds exist for appointing a conservator
or receiver;

(3) restrict certain transactions with its banking affiliates;

(4) restrict transactions with bank or non-bank affiliates;

(5) restrict interest rates that the institution pays on deposits to
"prevailing rates" in the institution's "region";

(6) restrict asset growth or reduce total assets;

(7) alter, reduce, or terminate activities;

(8) hold a new election of directors;

(9) dismiss any director or senior executive officer who held office
for more than 180 days immediately before the institution became
undercapitalized, provided that in requiring dismissal of a
director or senior officer, the agency must comply with certain
procedural requirements, including the opportunity for an appeal
in which the director or officer will have the burden of proving
his or her value to the institution;

(10) employ "qualified" senior executive officers;

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(11) cease accepting deposits from correspondent depository
institutions;

(12) divest certain nondepository affiliates which pose a danger to the
institution; or

(13) be divested by a parent holding company. In addition, without the
prior approval of its federal banking agency, a significantly
undercapitalized institution may not pay any bonus to any senior
executive officer or increase the rate of compensation for such an
officer.

DESCRIPTION OF UNION PLANTERS CAPITAL STOCK

Union Planters' charter currently authorizes the issuance of 300,000,000
shares of Union Planters common stock and 10,000,000 shares of Union Planters
Preferred Stock. On October 31, 1998, 136,063,035 shares of Union Planters
common stock were outstanding and approximately 11,819,841 shares were earmarked
for issuance in connection with currently outstanding Union Planters options,
Union Planters' dividend reinvestment plan, two small convertible debt issues
and with respect to conversion rights of currently outstanding Union Planters
Series E preferred stock. In addition, on October 31, 1998, 968,865 shares of
Union Planters' 8% Cumulative, Convertible Series E preferred stock, were
outstanding. On October 31, 1998, none of Union Planters' 750,000 authorized
shares of Series A preferred stock were issued and outstanding nor is management
aware of the existence of circumstances from which it may be inferred that such
issuance is imminent. THE CAPITAL STOCK OF UNION PLANTERS DOES NOT REPRESENT OR
CONSTITUTE A DEPOSIT ACCOUNT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND, OR
ANY GOVERNMENTAL AGENCY.

UNION PLANTERS COMMON STOCK

GENERAL. Shares of Union Planters common stock may be issued at such time
or times and for such consideration (not less than the par value thereof) as the
Union Planters board of directors may deem advisable, subject to such
limitations as may be set forth in the laws of the State of Tennessee, Union
Planters' charter or bylaws or the rules of the NYSE. Union Planters Bank is the
Registrar, Transfer Agent and Dividend Disbursing Agent for shares of Union
Planters common stock. Its address is Union Planters Bank, Corporate Trust
Department, 1 South Church Street, Belleville, Illinois 62220.

DIVIDENDS. Subject to the preferential dividend rights applicable to
outstanding shares of the Union Planters preferred stock and subject to
applicable requirements, if any, with respect to the setting aside of sums for
purchase, retirement, or sinking funds, if any, for all outstanding Union
Planters preferred stock, the holders of the Union Planters common stock are
entitled to receive, to the extent

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permitted by law, only such dividends as may be declared from time to time by
the Union Planters board of directors.

Union Planters has the right to, and may from time to time, enter into
borrowing arrangements or issue other debt instruments, the provisions of which
may contain restrictions on payment of dividends and other distributions on
Union Planters common stock and Union Planters preferred stock. Union Planters
has no such arrangements in effect at the date hereof. In December 1996, Union
Planters caused to be issued $200,000,000 in aggregate liquidation amount of
8.20% Capital Trust Pass-through Securities ("Union Planters Capital
Securities") through a Delaware trust subsidiary. Pursuant to the terms of the
governing instruments, Union Planters would be prohibited from paying dividends
on any Union Planters common stock or Union Planters preferred stock if all
quarterly payments on the Union Planters Capital Securities had not been paid in
full. The Union Planters Capital Securities mature in 2026 and may be redeemed
under certain circumstances prior to maturity.

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

Because Union Planters is a holding company, its right and the rights of
its creditors and stockholders, including the holders of Union Planters
preferred stock and Union Planters common stock, to participate in the
distribution of assets of a subsidiary on its liquidation or recapitalization
may be subject to prior claims of such subsidiary's creditors except to the
extent that Union Planters itself may be a creditor having recognized claims
against such subsidiary.

For a further description of Union Planters common stock, see "EFFECT OF
THE MERGER ON RIGHTS OF STOCKHOLDERS."

UNION PLANTERS PREFERRED STOCK

SERIES A PREFERRED STOCK. Union Planters' charter provides for the
issuance of up to 750,000 shares (subject to adjustment by action of the Union
Planters board of directors) of Series A preferred

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stock under certain circumstances involving a potential change in control of
Union Planters. None of such shares are outstanding and management is aware of
no facts suggesting that issuance of such shares may be imminent. The Series A
preferred stock is described in more detail in Union Planters' registration
statement on Form 8-A, dated January 19, 1989, and filed February 1, 1989
(Securities and Exchange Commission File No. 0-6919) which is incorporated by
reference herein.

SERIES E PREFERRED STOCK. As of October 31, 1998, 968,865 shares of
Series E preferred stock were outstanding. All shares of Series E preferred
stock have a stated value of $25.00 per share. Dividends are payable at the rate
of $0.50 per share per quarter and are cumulative. The Series E preferred stock
is convertible at the rate of 1.25 shares of Union Planters common stock for
each share of Series E preferred stock. The Series E preferred stock is not
subject to any sinking fund provisions and has no preemptive rights. Such shares
have a liquidation preference of $25.00 per share plus unpaid dividends accrued
thereon and, at Union Planters' option and with the prior approval of the
Federal Reserve, are subject to redemption by Union Planters at any time at a
redemption price of $25.00 per share plus any unpaid dividends accrued thereon.
Holders of Series E preferred stock have no voting rights except as required by
law and in certain other limited circumstances. See "CERTAIN REGULATORY
CONSIDERATIONS -- Payment of Dividends."

PROPOSED TERMINATION OF STOCKHOLDERS' AGREEMENT

READY STATE. Ready State's stockholders are parties to a stockholders'
agreement, attached to this proxy statement-prospectus as Appendix E, that
places certain restrictions on their ability to transfer their shares of Ready
States common stock. The intent of the stockholders' agreement is to provide
continuity, consistency and stability in the management and policies of the
Ready State. However, the agreement may prevent the transfer of control Ready
State. It may also prevent a Ready State stockholder from obtaining a premium
for his or her shares.

Ready State is proposing that the stockholders' agreement be terminated
in order to assure that the merger is not considered a violation of the
stockholders' agreement.

According to its terms, stockholders holding two-thirds of the
outstanding shares must vote to terminate the stockholders' agreement.

The stockholders' agreement provides that any stockholder who is a party
to the stockholders' agreement must first offer his shares to the other parties
before offering to sell his or her shares to non-parties or before accepting an
offer from a non-party to buy his or her shares. The prices at which the
stockholder offers his or her shares to the other parties must be the lesser of
the price to be paid by the non-party or the fair market value of the shares, as
determined annually by the certified public accountants of Ready State as of the
end of the preceding fiscal year. The other stockholders each have the right to
purchase the shares so offered on a pro rata

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basis in accordance with the percentage of outstanding shares, excluding those
shares then being offered for sale, that each stockholder owns.

If the other stockholders who are parties to the stockholders' agreement
do not buy some or all of the shares offered for sale, the stockholder so
offering may sell the remaining shares to a non-party, but only in compliance
with the terms at which the shares were offered to the other parties to the
stockholders' agreement. The stockholders' agreement also provides that if a
stockholder who is party to the stockholders' agreement becomes insolvent or is
otherwise forced to transfer his or her shares, the other stockholders have an
option to buy the insolvent stockholders' shares. Any transfers of shares,
voluntary or involuntary, made in violation of the stockholders' agreement are
considered void and create an option for the other stockholders to buy those
shares.

The stockholders' agreement provides an exception to its requirements for
transfers among immediate family members and for the creation of a trust or a
bequest in a will for the benefit of immediate family members. It also provides
an exception if a party to the stockholders' agreement wants to transfer one
percent or less of the total number of outstanding shares of Ready State. If a
stockholder wants to transfer one percent or less, he or she must make a request
to the Ready State board of directors stating the terms on which the transfer is
to be made. The board of directors may either grant the request or designate
another person to whom the stockholder must transfer those shares, the transfer
to whom must be on the same terms that the stockholder had presented to the
board of directors in his or her request.

OTHER MATTERS

As of the date of this proxy statement-prospectus, Ready State's board of
directors knows of no matters that will be presented for consideration at the
special meeting other than as described in this proxy statement-prospectus.
However, if any other matters properly come before the special meeting or any
adjournment or postponement of the special meeting and are voted upon, the
enclosed proxy will be deemed to confer discretionary authority to the
individuals named as proxies to vote the shares represented by such proxy as to
any such matters.

STOCKHOLDER PROPOSALS

Union Planters expects to hold its next annual meeting of stockholders in
April 1999, after the merger. Under the SEC rules, proposals of Union Planters
stockholders intended to be presented at that meeting must be received by Union
Planters at its principal executive offices no later than _______________, 1998.
It is not currently anticipated that Ready State will hold its annual meeting
unless the merger should not be consummated. In the event the merger is not
consummated, proposals

- 106 -
<PAGE> 115

of Ready State stockholders intended to be presented at that meeting must have
been received by Ready State at its principal executive offices no later than
___________, 1998.

EXPERTS

The consolidated financial statements of Union Planters and subsidiaries
incorporated in this proxy statement-prospectus by reference to Exhibit 99.1 to
Union Planters' September 30, 1998 Quarterly Report on Form 10-Q, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

The consolidated financial statements of Ready State and subsidiaries as
of and for the years ended December 31, 1995, 1996 and 1997 included in this
proxy statement-prospectus have been audited by PricewaterhouseCoopers LLP,
independent accountants, as stated in their reports, which are included herein,
and have been so included in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.

OPINIONS

The legality of the shares of Union Planters common stock to be issued in
the merger will be passed upon by E. James House, Jr., Secretary and Manager of
the Legal Department of Union Planters. E. James House, Jr. is an officer of,
and receives compensation from, Union Planters.

Certain tax consequences of the transaction have been passed upon by
Alston & Bird LLP, Washington, D.C..

WHERE YOU CAN FIND MORE INFORMATION

Union Planters files annual, quarterly and current reports, proxy and
information statements, and other information with the SEC under the Securities
Exchange Act of 1934. You may read and copy this information at the Public
Reference Section at the SEC at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information about issuers that file electronically with the SEC. The address of
that site is http://www.sec.gov. In addition, you can read and copy this
information at the regional offices of the SEC at 7 World Trade Center, 13th
Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. You can also inspect reports, proxy and
information statements, and other information about Union Planters at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.

- 107 -
<PAGE> 116

Union Planters filed a registration statement with the SEC under the
Securities Act of 1933, as amended, relating to the Union Planters common stock
offered to the Ready State stockholders. The registration statement contains
additional information about Union Planters and the Union Planters common stock.
The SEC allows Union Planters to omit certain information included in the
registration statement from this proxy statement-prospectus. The registration
statement may be inspected and copied at the SEC's public reference facilities
described above.

This proxy statement-prospectus incorporates important business and
financial information about Union Planters and Ready State that is not included
in or delivered with this proxy statement-prospectus. The following documents
filed with the SEC by Union Planters are incorporated by reference in this proxy
statement-prospectus (SEC File No. 1-10160):

(1) Union Planters' Annual Report on Form 10-K for the year ended
December 31, 1997 (provided that any information included or
incorporated by reference in response to Items 402(a)(8), (i),
(k), or (l) of Regulation S-K promulgated by the SEC shall not be
deemed to be incorporated herein and is not part of the
Registration Statement);

(2) Union Planters' Quarterly Report on Form 10-Q for the three months
ended March 31, 1998 and the amendment thereto filed on Form
10-Q/A;

(3) Union Planters' Quarterly Report on Form 10-Q for the six months
ended June 30, 1998;

(4) Union Planters' Quarterly Report on Form 10-Q for the nine months
ended September 30, 1998 (which includes restated consolidated
financial statements of Union Planters and related management's
discussion and analysis of financial condition and results of
operations of Union Planters, giving effect to the acquisitions
Union Planters has consummated since December 31, 1997);

(5) Union Planters' Current Reports on Form 8-K dated January 15,
1998, February 22, 1998, April 16, 1998, July 10, 1998 July 16,
1998, September 1, 1998, September 8, 1998, October 15, 1998, and
October 16, 1998;

(6) The description of the current management and board of directors
of Union Planters contained in the proxy statement of Union
Planters filed pursuant to Section 14(a) of the Exchange Act for
Union Planters' Annual Meeting of Stockholders held on April 16,
1998;

(7) Union Planters' Registration Statement on Form 8-A dated January
19, 1989, filed on February 1, 1989 in connection with Union
Planters' designation and authorization of its Series A Preferred
Stock; and

(8) The description of the Union Planters common stock contained in
Union Planters' registration statement under Section 12(b) of the
Exchange Act and any amendment or report filed for the purpose of
updating such description.

- 108 -
<PAGE> 117

Union Planters also incorporates by reference additional documents filed
by them pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date of this proxy statement-prospectus and prior to final adjournment
of the special meeting. Any statement contained in this proxy
statement-prospectus or in a document incorporated or deemed to be incorporated
by reference in this proxy statement-prospectus shall be deemed to be modified
or superseded to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. In particular, reference
is made to the Union Planters' September 30, 1998 Quarterly Report on Form 10-Q,
which includes restated consolidated financial statements and the related
management's discussion and analysis of financial condition and results of
operations of Union Planters, giving effect to the acquisitions Union Planters
has consummated since December 31, 1997. See "BUSINESS OF UNION PLANTERS --
Recent Developments."

You may obtain copies of the information incorporated by reference in
this proxy statement-prospectus upon written or oral request. The inside front
cover of this proxy statement-prospectus (page ii) contains information about
how such requests should be made.

All information contained in this proxy statement-prospectus or
incorporated herein by reference with respect to Union Planters was supplied by
Union Planters, and all information contained in this proxy statement-prospectus
with respect to Ready State was supplied by Ready State.

- 109 -
<PAGE> 118
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
READY STATE BANK AND SUBSIDIARIES

<TABLE>
<CAPTION>
PAGES
<S> <C>
Consolidated Balance Sheet as of September 30, 1998......................................................... F-2

Consolidated Statements of Income for the Nine Months Ended September 30, 1998.............................. F-3

Consolidated Statements of Changes in Stockholders' Equity for the Nine Months
Ended September 30, 1998................................................................................. F-4

Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 1998....................................................................................... F-5

Report of Independent Accountants........................................................................... F-6

Consolidated Balance Sheets as of December 31, 1997 and 1996................................................ F-7

Consolidated Statements of Income for the Years Ended December 31, 1997 and 1996............................ F-8

Consolidated Statements of Changes in Stockholders' Equity for the Years Ended
December 31, 1997 and 1996............................................................................... F-9

Consolidated Statements of Cash Flows for the Years Ended December 31, 1997
and 1996................................................................................................. F-10

Notes to Consolidated Financial Statements.................................................................. F-12

Report of Independent Accountants........................................................................... F-25

Consolidated Balance Sheets as of December 31, 1996 and 1995................................................ F-26

Consolidated Statements of Income for the Years Ended December 31, 1996 and 1995............................ F-27

Consolidated Statements of Changes in Stockholders' Equity for the Years Ended
December 31, 1996 and 1995............................................................................... F-28

Consolidated Statements of Cash Flows for the Years Ended December 31, 1996
and 1995................................................................................................. F-29

Notes to Consolidated Financial Statements.................................................................. F-31
</TABLE>

F-1
<PAGE> 119

READY STATE BANK AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998

<S> <C>
ASSETS
Cash and due from banks.................................... $ 20,748,188
Federal funds sold......................................... 32,500,000
------------------
Cash and cash equivalents............................... 53,248,188

Investment securities...................................... 231,270,942
Loans, net................................................. 313,939,092

Bank premises and equipment, net ......................... 5,632,921
Other assets.............................................. 17,301,968
------------------

621,393,111
==================

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Demand.................................................. 93,296,243
Interest bearing demand................................. 76,177,583
Savings................................................. 50,558,760
Time deposits of $100,000 or more....................... 114,408,889
Other time deposits..................................... 165,422,221
Individual retirement accounts.......................... 17,707,195
Time deposits state and political subdivisions.......... 26,851,500
------------------

Total deposits.................................... 544,422,391

Other liabilities.......................................... 15,481,115
Securities sold under repurchase agreements................ 5,721,233
------------------

Total liabilities................................. 565,624,739

Stockholders' Equity
Common stock, par value $8.00 per share; 500,000 shares
authorized, 498,965 shares issued and outstanding.... 3,991,720
Surplus.................................................. 40,000,000
Undivided profits........................................ 11,511,843
Unrealized holding gain on securities available for sale,
net of income taxes.................................. 264,809
------------------

Total stockholders' equity........................... 55,768,372

$621,393,111
------------------
</TABLE>

F-2
<PAGE> 120

READY STATE BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998

<S> <C>
INTEREST INCOME:
Interest on loans.......................................... $ 22,067,797
Interest on US Treasury securities......................... 5,731,978
Interest on government agency securities................... 4,777,862
Other interest income...................................... 861,960
------------------
Total interest income................................... 33,439,597

INTEREST EXPENSE
Savings accounts........................................... 1,135,094
Demand deposits............................................ 1,445,855
Time deposits.............................................. 13,596,999
Interest on repurchase agreements.......................... 104,756
------------------
Total interest expense................................ 16,282,704
------------------
Net interest income........................................ 17,156,893
Provision for loan losses.................................. 295,000
------------------
Net interest income after provision for loan losses........ 16,861,893
------------------
OTHER INCOME
Service charges and fees................................... 5,248,363
Other...................................................... 810,309
Total other income.................................... 6,058,672

OTHER OPERATING EXPENSES
Salaries and employee benefits............................. 7,484,357
Occupancy expense.......................................... 2,600,962
Other...................................................... 3,792,938
------------------
Total other operating expenses........................ 13,878,257
------------------
Income before income taxes.................................... 9,042,308
Provision for income taxes.................................... 3,459,529
Net income................................................. 5,582,779
</TABLE>

F-3
<PAGE> 121
READY STATE BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998

SHARES PAR VALUE SURPLUS
-------------- ---------------- ---------------
<S> <C> <C> <C>
Balance at January 1, 1998 498,965 $ 3,991,720 $ 30,000,000

Net income 0 0 0

Change in unrealized holding gain on securities
available for sale, net of income taxes 0 0 0

Transfer to surplus 0 0 10,000,000
-------------- ---------------- ----------------

Balance at September 30, 1998 498,965 $ 3,991,720 $ 40,000,000
============== ================ ================
</TABLE>

<TABLE>
<CAPTION>
UNREALIZED
HOLDING GAIN ON
SECURITIES
UNDIVIDED AVAILABLE FOR
PROFITS SALE, NET TOTAL
-------------- --------------- --------------
<S> <C> <C> <C>
Balance at January 1, 1998 $ 15,929,064 $ 89,460 $ 50,010,244

Net income
5,582,779 0 5,582,779
Change in unrealized holding gain on securities
available for sale, net of income taxes 0 175,349 175,349

Transfer to surplus (10,000,000) 0 0
--------------- --------------- ---------------

Balance at September 30, 1998 $ 11,511,843 $ 264,809 $ 55,768,372
=============== =============== ===============
</TABLE>

F-4
<PAGE> 122

READY STATE BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
<S> <C>
Cash flows from operating activities:
Net income $ 5,582,779
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses 295,000
Loss on sale of other real estate owned 55,882
Depreciation and amortization 500,297
Accretion and amortization of premium or discount on investment securities, net (345,766)
Increase in interest receivable (15,661)
Increase in other assets (65,191)
Increase in interest payable 103,305
Increase in other liabilities 1,681,198
--------------------

Net cash provided by operating activities 7,791,843
--------------------

Cash flows from investing activities:
Proceeds from sales and maturities of investment securities:
Securities available for sale 30,000,000
Securities held to maturity 61,453,183
Investment in securities:
Securities available for sale (15,061,016)
Securities held to maturity (87,734,997)
Net increase in loans (30,772,567)
Proceeds from sale of other real estate owned 318,943
Net increase in due from customers on acceptance (3,403,428)
Purchases of premises and equipment (531,801)
--------------------

Net cash used by investing activities (45,731,683)
--------------------

Cash flows from financing activities:
Net increase in demand, money market, savings and NOW accounts 17,095,164
Net increase in time deposits 17,756,687
Net increase in securities sold under repurchase agreements 4,061,581
Net increase in acceptances outstanding 3,403,428
--------------------

Net cash provided by financing activities 42,316,860
--------------------

Increase in cash and cash equivalents 4,377,020

Cash and cash equivalents at beginning of year 48,871,168
--------------------

Cash and cash equivalents at end of year $ 53,248,188
====================

Supplemental disclosure of non-cash investing activities:
Change in unrealized holding loss/gain on securities available for sale $ 288,027
====================
Transfer of loans to other real estate owned 376,494
====================
</TABLE>

F-5

<PAGE> 123
REPORT OF INDEPENDENT ACCOUNTANTS

February 5, 1998

Board of Directors
Ready State Bank
Hialeah, Florida

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, changes in stockholders' equity, and cash
flows present fairly, in all material respects, the financial position of Ready
State Bank and its subsidiaries (the "Bank") as of December 31, 1997 and 1996,
and the results of their operations and their cash flows for each of the two
years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Bank's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

F-6
<PAGE> 124

READY STATE BANK AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
ASSETS 1997 1996
------------------ ------------------
<S> <C> <C>
Cash and due from banks...................................................... $22,271,168 $22,960,823
Federal funds sold........................................................... 26,600,000 9,000,000
------------------ ------------------
Cash and cash equivalents....................................... 48,871,168 31,960,823

Investment securities (Note 2)............................................... 219,294,319 183,230,451
Loans, net (Notes 3 and 4)................................................... 283,838,019 251,056,825
Bank premises and equipment, net (Note 5).................................... 5,676,785 4,913,277
Accrued interest receivable.................................................. 4,119,737 3,834,901
Due from customers on acceptance............................................. 6,985,362 4,778,073
Other assets................................................................. 2,748,230 2,368,783
------------------ ------------------

$571,533,620 $482,143,133
================== ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Demand.......................................................... $ 97,747,563 $ 86,518,771
Savings and NOW accounts........................................ 80,166,833 72,540,117
Money Market.................................................... 24,922,583 27,022,861
Time deposits of $100,000 or more............................... 146,512,540 120,391,195
Other time deposits............................................. 160,221,021 121,889,621
------------------ ------------------
Total deposits............................................ 509,570,540 428,362,565

Accrued interest payable............................................... 2,604,608 2,229,269
Other liabilities...................................................... 703,214 777,847
Acceptances outstanding................................................ 6,985,362 4,778,073
Securities sold under repurchase agreements............................ 1,659,652 3,733,301
------------------ ------------------
Total liabilities......................................... 521,523,376 439,881,055
------------------ ------------------
Commitments and contingencies (Notes 8 and 9)

Stockholders' equity:
Common stock, par value $8.00 per share; 500,000 shares
authorized; 498,965 shares issued and outstanding..................
3,991,720 3,991,720
Surplus 30,000,000 20,000,000
Undivided profits...................................................... 15,929,064 18,152,770
Unrealized holding gain on securities available for
sale, net of income taxes.......................................... 89,460 117,588
------------------ ------------------

Total stockholders' equity............................... 50,010,244 42,262,078
------------------ ------------------

$ 571,533,620 482,143,133
================== ==================
</TABLE>
The accompanying notes are an integral part of these financial statements

F-7
<PAGE> 125

READY STATE BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
for the years ended December 31, 1997 and 1996

<TABLE>
<CAPTION>
1997 1996
------------------ -----------------
<S> <C> <C>
Interest income:
Interest and fees on loans............................................. $27,741,552 $24,710,541
Interest on investment securities:
Taxable......................................................... 11,689,606 9,375,108
Tax-exempt...................................................... 4,217 40,550
Other interest income.................................................. 781,979 660,866
------------------ -----------------

Total interest income........................................... 40,217,354 34,787,065
------------------ -----------------

Interest expense:
Interest on deposits:
Savings and NOW accounts........................................ 2,428,447 2,280,643
Money Market.................................................... 798,108 854,668
Time............................................................ 15,049,158 11,845,706
Interest on repurchase agreements...................................... 142,292 108,841
------------------ -----------------

Total interest expense.......................................... 18,418,005 15,089,858
------------------ -----------------

Net interest income.......................................................... 21,799,349 19,697,207
Provision for loan losses.................................................... 675,000 700,000
------------------ -----------------

Net interest income after provision for loan losses.......................... 21,124,349 18,997,207
------------------ -----------------

Other income:
Service charges on deposit accounts.................................... 6,434,347 6,585,349
Other.................................................................. 1,442,960 1,481,649
------------------ -----------------

Total other income.............................................. 7,877,307 8,066,998
------------------ -----------------

Other operating expenses:
Salaries and employee benefits......................................... 8,964,867 7,941,502
Occupancy expense...................................................... 2,936,804 2,513,034
Legal and other professional fees...................................... 432,424 339,574
Computer service costs................................................. 376,966 311,805
Stationary and supplies................................................ 450,070 380,374
Other.................................................................. 3,235,646 2,901,526
------------------ -----------------

Total other operating expenses.................................. 16,396,777 14,387,815
------------------ -----------------

Income before income taxes .................................................. 12,604,879 12,676,390
Provision for income taxes................................................... 4,828,585 4,855,538
------------------ -----------------

Net income...................................................... $ 7,776,294 $ 7,820,852
================== =================
</TABLE>

The accompanying notes are an integral part of these financial statements

F-8
<PAGE> 126

READY STATE BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY
for the years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
UNREALIZED
HOLDING GAIN
ON SECURITIES
UNDIVIDED AVAILABLE FOR
SHARES PAR VALUE SURPLUS PROFITS SALE, NET TOTAL
---------- ------------ ------------- -------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1996............ 498,965 $3,991,720 $10,000,000 $20,331,918 $214,386 $34,538,024

Net Income............................ 0 0 0 7,820,852 0 7,820,852
Change in unrealized holding
gain on securities available
for sale, net of
income taxes....................... 0 0 0 0 (96,798) (96,798)
Transfer to surplus................... 0 0 10,000,000 (10,000,000) 0 0
---------- ------------ ------------- -------------- ------------- ------------
Balance at
December 31, 1996.................. 498,965 $3,991,720 $20,000,000 $18,152,770 $117,588 $42,262,078

Net income............................ 0 0 0 7776294 0 7776294
Change in unrealized holding
gain on securities
available for sale, net of
income taxes....................... 0 0 0 0 (28,128) (28,128)
Transfer to surplus................... 0 0 10,000,000 (10,000,000) 0 0
---------- ------------ ------------- -------------- ------------- ------------
Balance at
December 31, 1997.................. 498,965 $3,991,720 $30,000,000 $15,929,064 $89,460 $50,010,244
========== ============ ============= ============== ============= ============
</TABLE>

The accompanying notes are an integral part of these financial statements

F-9
<PAGE> 127

READY STATE BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1997 and 1996

<TABLE>
<CAPTION>
1997 1996
--------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income............................................................................ $7,776,294 $7,820,852
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses........................................................ 675,000 700,000
Loss (gain) on sale of other real estate owned................................... 67,345 (84,897)
Depreciation and amortization.................................................... 552,156 491,371
Accretion and amortization of premium or discount on investment
securities, net................................................................ (221,183) (181,262)
Gain on sale of investment securities, net....................................... 0 103
Deferred income taxes............................................................ (110,530) (394,820)
Increase in interest receivable.................................................. (284,836) (975,335)
(Increase) decrease in other assets.............................................. (172,123) 166,590
Increase in interest payable..................................................... 375,339 428,510
Decrease in other liabilities.................................................... (74,633) (1,505,151)
--------------- --------------

Net cash provided by operating activities.................................... 8,582,829 6,465,961

Cash flows from investing activities:
Proceeds from sales and maturities of investment securities:
Securities available for sale.................................................... 36,000,000 17,000,000
Securities held to maturity...................................................... 54,815,816 50,533,540
Investment in securities:
Securities available for sale.................................................... (34,958,633) (47,933,047)
Securities held to maturity...................................................... (91,745,450) (90,980,333)
Net increase in loans................................................................. (33,934,367) (21,537,319)
Proceeds from sale of other real estate owned......................................... 281741 165,974
Net (decrease) increase in due from customers on acceptance........................... (2,207,289) 3,896,162
Purchases of premises and equipment................................................... (1,265,917) (331,721)
--------------- --------------

Net cash used by investing activities........................................ (73,014,099) (89,186,744)

Cash flows from financing activities:
Net increase in demand, money market, savings and NOW accounts........................ 16,755,230 22,558,108
Net increase in time deposits......................................................... 64,452,745 57,429,760
Net (decrease) increase in securities sold under repurchase
agreements........................................................................ (2,073,649) 3,733,301
Net increase (decrease) in acceptances outstanding.................................... 2,207,289 (3,896,162)
--------------- --------------

Net cash provided by financing activities.................................... 81,341,615 79,825,007

Increase (decrease) in cash and cash equivalents........................................... 16,910,345 (2,895,776)

Cash and cash equivalents at beginning of year............................................. 31,960,823 34,856,599

Cash and cash equivalents at end of year................................................... $48,871,168 $31,960,823
</TABLE>

F-10
<PAGE> 128

<TABLE>
Supplemental disclosures:
<S> <C> <C>
Interest paid......................................................................... $18,042,666 $14,661,348
=============== ==============

Income taxes paid..................................................................... $4,125,241 $5,455,062
=============== ==============
Supplemental disclosure of non-cash investing activities:
Change in unrealized holding loss/gain on securities available
for sale........................................................................... $(45,582) $(156,863)
=============== ==============
Transfer of loans to other real estate owned.......................................... $478,173 $430,163
=============== ==============
</TABLE>

The accompanying notes are an integral part of these financial statements

F-11
<PAGE> 129

READY STATE BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Ready State Bank and its subsidiaries (collectively "the Bank") is a
state chartered, federally insured depository institution which operates
ten branches in Dade County, Florida. The Bank's principal lending
activities are in residential and commercial construction loans,
commercial loans, and consumer loans.

The Bank's accounting policies and reporting practices conform with
generally accepted accounting principles and with predominant practices
in the banking industry. The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. See Note 4 regarding
the allowance for loan losses for estimates made by management in the
determination of the amount.

The consolidated financial statements include the accounts of the bank
and its wholly-owned subsidiary, which was formed primarily to hold other
real estate owned properties. During 1996, the bank merged its other
wholly owned subsidiary Ready Bank Corp. into the parent company. All the
assets and liabilities of the subsidiary were transferred at net book
value. Significant intercompany accounts and transactions have been
eliminated in consolidation. The following is a description of the
significant accounting policies.

CASH EQUIVALENTS

The Bank considers investments with a maturity of three months or less
from the original purchase date to be cash equivalents. Cash equivalents
include amounts due from banks and Federal funds sold.

INVESTMENT SECURITIES

Securities are recorded at fair value except for those securities which
the Bank has the positive intent and ability to hold to maturity.
Management determines the appropriate classification of its investment
securities at the time of purchase and accounts for them as follows:

HELD TO MATURITY - Investment securities that management has the positive
intent and ability at the time of purchase to hold until maturity are
classified as securities held to maturity. Securities in this category
are carried at amortized cost adjusted for accretion of discounts and
amortization of premiums using the effective interest method over the
estimated life of the securities. If a security has a decline in fair
value below its amortized cost that is other than temporary, then the
security will be written down to its new cost basis by recording a loss
in the consolidated statement of income.

AVAILABLE FOR SALE - Investment securities to be held for indefinite
periods of time and not

F-12
<PAGE> 130

intended to be held to maturity are classified as available for sale.
Assets included in this category are those assets that management intends
to use as part of its asset/liability management strategy and that may be
sold in response to changes in interest rates, resultant prepayment risk
and other factors related to interest rate and resultant prepayment risk
changes. Securities available for sale are recorded at fair value. Both
unrealized holding gains and losses on securities available for sale, net
of taxes, are included as a separate component of stockholders' equity in
the consolidated balance sheets until these gains or losses are realized.
The cost of investment securities sold is determined by the specific
identification method. If a security has a decline in fair value that is
other than temporary, then the security will be written down to its fair
value by recording a loss in the consolidated statement of income.

TRADING SECURITIES - Securities that are held principally for the purpose
of selling in the near future are classified as trading securities. These
securities are recorded at fair value. Both unrealized gains and losses
are included in the consolidated statement of income. The Bank currently
has no securities classified as trading securities.

LOANS, ALLOWANCE FOR LOAN LOSSES AND LOAN FEES

Loans are carried at their principal outstanding balance net of
charge-offs, deferred loan fees and costs on originated loans, and
unearned income. Interest income is generally recognized when income is
earned using the interest method. Loan origination fees and certain
direct loan origination costs are deferred and the net amounts are
amortized as adjustments of the loans' yields.

The Bank accounts for impairment of loans as prescribed by Statement of
Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors
for Impairment of a Loan" as amended by SFAS No. 118, Accounting by
Creditors for Impairment of a Loan - Income Recognition and Disclosures,
on January 1, 1995. Under the new standard, a loan is considered impaired
based on current information and events, if it is probable that the Bank
will be unable to collect the scheduled payments of principal or interest
when due according to the contractual terms of the loan agreement. The
measurement of impaired loans is generally based on the present value of
expected future cash flows discounted at the historical effective
interest rate, except that all collateral-dependent loans are measured
for impairment based on the fair value of the collateral.

The adequacy of the allowance for loan losses is periodically evaluated
by the Bank in order to maintain the allowance at a level that is
sufficient to absorb probable credit losses. Management's evaluation of
the adequacy of the allowance is based on a review of the Bank's
historical loss experience, known and inherent risks in the loan
portfolio, including adverse circumstances that may affect the ability of
the borrower to repay interest and/or principal, the estimated value of
collateral, and an analysis of the levels and trends of delinquencies,
charge-offs, and the risk ratings of the various loan categories. Such
factors as the level and trend of interest rates and the condition of the
national and local economies are also considered. The losses the Bank may
ultimately incur could differ materially in the

F-13
<PAGE> 131

near term from the amounts assumed in arriving at the allowance for loan
losses.

The allowance for loan losses is established through charges to earnings
in the form of a provision for loan losses. Increases and decreases in
the allowance due to changes in the measurement of the impaired loans are
included in the provision for loan losses. Loans continue to be
classified as impaired unless they are brought fully current and the
collection of scheduled interest and principal is considered probable.

When a loan or portion of a loan is determined to be uncollectible, the
portion deemed uncollectible is charged against the allowance and
subsequent recoveries, if any, are credited to the allowance.

OTHER REAL ESTATE OWNED

Other real estate owned is comprised of properties acquired through a
foreclosure proceeding or acceptance of a deed in lieu of foreclosure.

Real estate acquired through foreclosure is carried at the lower of cost
or estimated fair value at the time the loan is deemed foreclosed based
upon the estimated net realizable value of the underlying collateral. If
the fair value of the asset minus the estimated costs to sell the assets
is less than the cost of the asset, the deficiency is recognized as a
valuation allowance.

The amounts the Bank could ultimately recover from foreclosed loans could
differ materially from the amounts used in arriving at the net carrying
value of the assets because of future market factors beyond the Bank's
control or changes in its strategy for recovering investments.

BANK PREMISES AND EQUIPMENT

Bank premises and equipment are stated at cost less accumulated
depreciation. Depreciation is computed principally on the straight-line
method over the estimated useful life of each asset. Leasehold
improvements are amortized over the shorter of the life of the lease or
the useful life of the asset. Maintenance and repairs are charged to
expense as incurred and improvements and betterments are capitalized.
When items are sold or otherwise disposed of, the related costs and
accumulated depreciation are removed from the accounts and any resulting
gains or losses are credited or charged to income.

INCOME TAXES

F-14
<PAGE> 132

differences are expected to affect taxable income. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the
amount expected to be realized. Income tax expense is the tax payable for
the period and the change during the period in the deferred asset and
liability.

FINANCIAL ASSETS

The Bank adopted Statement of Financial Accounting Standards No. 125,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities" ("SFAS No. 125"), as amended by Statement
of Financial Accounting Standards No. 127, "Deferral of the Effective
Date of Certain Provisions of FASB Statement No. 125 An Amendment of FASB
Statement No. 125", on January 1, 1997. SFAS No. 125 applies a
control-oriented, financial-components approach to
financial-asset-transfer transactions. The adoption of SFAS No. 125 did
not have a significant effect on the financial statements.

2. INVESTMENT SECURITIES:

Securities have been classified in the consolidated balance sheets
according to management's intent. The carrying amount of securities and
their approximate fair values at December 31, 1997 and 1996 follow.

AVAILABLE FOR SALE

The amortized cost and fair values of investments in debt securities at
December 31, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-------------------------------------------------------------------------
GROSS GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
-------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
U.S. Treasury securities.......... $58,919,408 $153,782 $(8,815) $59,064,375
-------------- --------------- --------------- --------------

$58,919,408 $153,782 $(8,815) $59,064,375
============== =============== =============== ==============
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1996
-------------------------------------------------------------------------
GROSS GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
-------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
U.S. Treasury securities.......... $59,777,912 $203,955 $(13,406) $59,968,461
-------------- --------------- --------------- --------------

$59,777,912 $203,955 $(13,406) $59,968,461
============== =============== =============== ==============
</TABLE>

F-15
<PAGE> 133

The amortized cost and fair value of investment securities available for
sale at December 31, 1997, by contractual maturity, are shown below.
Expected maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------------------------
AMORTIZED FAIR
COST VALUE
--------------- ---------------
<S> <C> <C>
Due in one year or less................... $35,888,881 $35,913,125
Due after one year through five years..... 23,030,527 23,151,250
--------------- ---------------

$58,919,408 $59,064,375
=============== ===============
</TABLE>

HELD TO MATURITY

A summary of securities held to maturity at December 31, 1997 and 1996 is
as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1997
----------------------------------------------------------------------
GROSS GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS (LOSSES) VALUE
--------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
U.S. Treasury securities................... $ 66,204,508 $ 304,638 $ (3,645) $ 66,505,501
Federal Home Loan Bank securities.......... 18,000,000 30,610 (20,945) 18,009,665
Federal Home Loan Mortgage
Corporation securities.................. 2,000,000 0 (6,255) 1,993,745
Federal National Mortgage
Association securities.................. 1,999,393 0 (1,268) 1,998,125
Federal Farm Credit Bank
Securities.............................. 4,000,000 0 (37,510) 3,962,490
Mortgage backed securities................. 68,026,043 309,567 (156,191) 68,179,419
--------------- -------------- --------------- ---------------
$ 160,229,944 $ 644,815 $ (225,814) $ 160,648,945
=============== ============== =============== ===============
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1996
---------------------------------------------------------------------
GROSS GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS (LOSSES) VALUE
--------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
U.S. Treasury securities................... $ 48,392,474 $ 127,833 $ (59,808) $ 48,460,499
State and political subdivisions........... 598,862 2,733 0 601,595
Mortgage backed securities................. 74,270,654 154,848 (680,765) 73,744,737
--------------- -------------- --------------- --------------

$ 123,261,990 $ 285,414 $ (740,573) $ 122,806,831
=============== ============== =============== ==============
</TABLE>

F-16
<PAGE> 134

The amortized cost and fair value of investment securities held to
maturity at December 31, 1997, by contractual maturity, are shown below.
Expected maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.

<TABLE>
<CAPTION>
DECEMBER 31, 1997
---------------------------------------
AMORTIZED FAIR
COST VALUE
------------------ -----------------
<S> <C> <C>
Due in one year or less..................... $ 33,896,145 $ 33,932,806
Due after one year through five years....... 58,307,756 58,536,720
------------------ -----------------

92,203,901 92,469,526
Mortgage backed securities.................. 68,026,043 68,179,419
------------------ ------------------

$ 160,229,944 $ 160,648,945
================== ==================
</TABLE>

At December 31, 1997 and 1996, securities with a book value of
approximately $21,780,000 and $19,481,000, respectively, were pledged as
collateral for deposits.

3. LOANS:

A summary of distribution of loans, by type, is as follows:

<TABLE>
<CAPTION>
1997 1996
------------------ -----------------
<S> <C> <C>
Real estate and construction loans.......... $ 234,241,412 $ 196,332,211
Commercial and industrial loans............. 42,197,549 44,797,672
Loans to individuals for household,
family and other consumer expenditures... 11,618,499 14,196,375

Other 1,490,166 1,429,217
------------------ -----------------

289,547,626 256,755,475

Less:
Unearned fees and discounts.......... 1,509,786 1,605,774
Allowance for loan losses (Note 4)... 4,199,821 4,092,876
------------------ -----------------

$ 283,838,019 $ 251,056,825
================== =================
</TABLE>

F-17
<PAGE> 135

4. ALLOWANCE FOR LOAN LOSSES:

A summary of the changes in the allowance for loan losses is as follows:

<TABLE>
<CAPTION>
1997 1996
------------------ -----------------
<S> <C> <C>
Balance, beginning of year.................. $ 4,092,876 $ 3,518,878
Provision for loan losses................... 675,000 700,000
Charge-offs................................. (822,861) (264,737)
Recoveries.................................. 254,806 138,735
------------------ -----------------

Balance, end of year........................ $ 4,199,821 $ 4,092,876
================== =================
</TABLE>

At December 31, 1997 and 1996, the Bank had nonaccrual loans of
approximately $2,892,000 and $2,196,000, respectively. Interest income of
$137,160 and $39,150 was recognized on these loans in 1997 and 1996,
respectively. Had these loans performed in accordance with their original
terms, additional interest income of $362,980 and $255,430 would have
been recorded in 1997 and 1996, respectively.

5. BANK PREMISES AND EQUIPMENT:

Bank premises and equipment are comprised of the following:

DECEMBER 31,
---------------------------------------
1997 1996
------------------ -----------------
<S> <C> <C>
Land........................................ $ 1,923,606 $ 1,603,606
Building and improvements................... 2,965,693 2,642,253
Equipment, furniture and fixtures........... 3,557,297 3,073,221
Leasehold improvements...................... 892,046 782,886
------------------ -----------------

9,338,642 8,101,966
Less accumulated depreciation and
amortization.............................. (3,661,857) (3,188,689)
------------------ -----------------

$ 5,676,785 $ 4,913,277
================== =================
</TABLE>

Depreciation and amortization expense was approximately $502,000 and
$442,000 in 1997 and 1996, respectively.

F-18
<PAGE> 136

6. INCOME TAXES:

Provision for income taxes in the statements of income is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------
1997 1996
------------------ -----------------
<S> <C> <C>
Currently payable:
Federal.............................. $ 4,360,954 $ 4,589,134
State................................ 578,161 661,224
------------------ -----------------

4,939,115 5,250,358
------------------ -----------------

Deferred (benefit):
Federal.............................. (96,750) (345,596)
State................................ (13,780) (49,224)
------------------ -----------------

(110,530) (394,820)
------------------ -----------------

$ 4,828,585 $ 4,855,538
================== =================
</TABLE>

The difference between the provision for Federal income taxes as shown
above and the statutory rate results primarily from tax-exempt interest,
certain non-deductible amortization expense and the tax effect of state
income taxes.

The Bank has recorded a net deferred tax asset of approximately
$1,461,000 and $1,280,000 as of December 31, 1997 and 1996, respectively,
relating principally to the provision for loan losses, accounting for
real estate obtained in foreclosure for tax purposes, and the net
unrealized appreciation in available for sale securities. Realization of
this tax asset is dependent on reversal of certain temporary differences.
Although realization is not assured, management believes it is more
likely than not that all of the deferred tax asset will be realized.

7. RELATED PARTY TRANSACTIONS:

Certain directors and stockholders of the Bank, including their immediate
families and companies with which they are affiliated, are loan customers
of the Bank. Total loans outstanding to these individuals and related
entities at December 31, 1997 and 1996, amounted to approximately
$28,094,000 and $30,369,000, respectively.

The Bank leases some of its premises from certain directors and
stockholders under lease terms described in Note 8. Rental expense to
these entities amounted to approximately $199,500 in 1997 and $197,600 in
1996, respectively.

The bank paid approximately $318,000 and $291,000 as of December 31, 1997
and 1996, respectively, in legal fees to a firm in which a director of
the Bank is a partner.

F-19
<PAGE> 137

8. LITIGATION:

During 1997, the Bank was served with a complaint in a bankruptcy
proceeding involving a former customer of the Bank, alleging that the
Bank's acceptance of deposits from the debtor constituted preferential
transfers under Section 547(b) of the Bankruptcy Code. The bankruptcy
trustee seeks to recover as much as $2.5 million. The Bank, after
consultation with legal counsel, believes that a viable defense exists
for the Bank and that the outcome of the lawsuit will not have a material
adverse impact on the financial position or results of operations of the
Bank.

In addition to the above, the Bank is a party to certain claims and
litigation occurring in the normal course of operations. In the opinion
of management, based on the advice of legal counsel, none of these
matters will have a material effect on the financial condition and
results of operations of the Bank.

9. COMMITMENTS:

At December 31, 1997, there were commitments to lessors under
non-cancelable operating leases for the following minimum payments for
the periods (including renewal option period for building leases)
indicated:

<TABLE>
<CAPTION>
<S> <C>
1998.............................................. $ 645,000
1999.............................................. 522,000
2000.............................................. 270,000
2001.............................................. 106,000
2002.............................................. 106,000
Thereafter........................................ 172,000
---------------
$ 1,821,000
</TABLE>
Rent expense incurred under all operating leases aggregated $1,192,000 in
1997 and $919,000 in 1996.

10. EMPLOYEE BENEFITS PLAN:

The Bank sponsors a defined contribution plan established pursuant to
Section 401(k) of the Internal Revenue Code. Subject to certain dollar
limits, employees may contribute a percentage of their salaries to this
plan and the Bank matches a portion of the employees' contribution. As of
December 31, 1997 and 1996, the Bank's expense associated with this plan
totaled approximately $259,000 and $173,000, respectively.

F-20
<PAGE> 138

11. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK AND WITH CONCENTRATIONS
OF CREDIT RISK:

OFF-BALANCE-SHEET RISK

The Bank is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its
customers. These financial instruments include commitments to extend
credit and standby and commercial letters of credit. Those instruments
involve, to varying degrees, elements of credit and interest rate risk in
excess of the amount recognized in the balance sheets. The Bank's
exposure to credit loss in the event of nonperformance by the
counterparty to the financial instrument for commitments to extend credit
and letters of credit is represented by the contractual amount of those
instruments. The Bank uses the same credit policies in making commitments
and conditional obligations as it does for on-balance-sheet instruments.

Commitments to extend credit generally have fixed expiration dates or
other termination clauses and may require payment of a fee. Total
commitments to extend credit at December 31, 1997 approximated
$104,026,000 in floating rate loan commitments and $910,400 in fixed rate
loan commitments. Fixed rate loan commitments were at rates ranging from
8.00% to 9.75% and expire on various dates. Since many of the loan
commitments may expire without being drawn upon, the total commitment
amount may not necessarily be indicative of future cash requirements. The
Bank evaluates each customer's creditworthiness on a case-by-case basis.
The amount of collateral obtained, if deemed necessary by the Bank upon
extension of credit, is based on management's credit evaluation of the
counterparty. Collateral held varies but may include cash, accounts
receivable, inventory, property, plant and equipment, income-producing
commercial properties and other real estate.

Standby and commercial letters of credit are conditional commitments
issued by the Bank to guarantee the performance of a customer to a third
party. Those guarantees are primarily issued to support private borrowing
arrangements. The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loan facilities to
customers. The Bank had approximately $6,862,000 and $4,560,000 in
irrevocable standby letters of credit respectively, outstanding at
December 31, 1997 and December 31, 1996, and $123,532 and $218,000 in
commercial letters of credit, respectively outstanding at December 31,
1997 and December 31, 1996, of which approximately $78,000 and $43,000 of
standby letters of credit were cash collateralized.

CONCENTRATIONS OF CREDIT RISK

The Bank primarily grants loans on which South Florida real estate is the
collateral. The borrowers' ability to honor their contracts is
substantially dependent upon the general economic conditions of the
region particularly as it relates to the real estate and construction
industry.

F-21
<PAGE> 139

12. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:

The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is practicable
to estimate that value.

CASH AND DUE FROM BANKS, FEDERAL FUNDS SOLD

For these short-term instruments, the carrying amount is a reasonable
estimate of fair value.

INVESTMENT SECURITIES

The fair value of investment securities equals quoted market price, if
available. If a quoted market price is not available, fair value is
estimated using quoted market prices for similar securities. Note 2 to
the financial statements provides information on estimated fair values at
December 31, 1997 and 1996.

LOANS RECEIVABLES

For variable rate loans, fair value is the carrying amount of the loan.
At December 31, 1997 and 1996, variable rate loans amounted to
approximately $165,445,000 and $165,224,000, respectively. At December
31, 1997 and 1996, the remaining loans are at fixed rates which bear
interest at rates which the Bank considers to approximate market rates.

DEPOSIT LIABILITIES

The fair value of demand deposits, savings and NOW accounts, and money
market deposits is the amount payable on demand (carrying amount) at
December 31, 1997 and 1996. The fair value of fixed-maturity certificates
of deposit is estimated using the rates currently offered for deposits of
similar remaining maturities. At December 31, 1997 and 1996, the fair
value of time deposits approximates carrying value since $269,199,000 and
$234,931,000, respectively, are scheduled to mature within a year.

REPURCHASE AGREEMENTS

The Bank has short-term borrowings in the form of securities sold under
agreements to repurchase amounting to $1,659,652 and $3,733,301 at
December 31, 1997 and 1996, respectively. The average interest paid on
these borrowings was the coupon equivalent of the average price of a 13
week U.S. Treasury Bill less .5% to 1%, depending upon transaction
amounts for the years ended December 31, 1997 and 1996. Borrowings are
collateralized by funds deposited by customers in commercial depository
accounts. At December 31, 1997 and 1996, the fair value of repurchase
agreements approximates carrying value because of their short-term
maturity.

F-22
<PAGE> 140

COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT

The fair value of commitments is estimated using the fees currently
charged to enter into similar agreements, taking into account the
remaining terms of the agreements and the present creditworthiness of the
counterparties. The Bank's loan portfolio consists mostly of prime-based
loans.

13. RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS:

The Bank is required to maintain, non-interest bearing, reserve balances
comprised of cash on hand and balances maintained at the Federal Reserve
Bank in accordance with certain regulatory requirements. The amounts of
those required reserve balances at December 31, 1997 and 1996 were
approximately $8,110,000 and $7,860,000, respectively, of which
$3,544,000 and $3,165,000, respectively, was required to be maintained at
the Federal Reserve Bank.

14. REGULATORY MATTERS:

The Bank is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum
capital requirements can initiate certain mandatory and possibly
additional discretionary actions by regulators that, if undertaken, could
have a direct material effect on the Bank's financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines that
involve quantitative measures of the Bank's assets, liabilities, and
certain off-balance-sheet items as calculated under regulatory accounting
practices. The Bank's capital amounts and classifications are also
subject to qualitative judgments by the regulators about components, risk
weightings, and other factors.

Quantitative measures established by regulation to ensure capital
adequacy require the Bank to maintain minimum amounts and ratios (set
forth in the table below) of total and Tier I capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier I capital
(as defined) to average assets (as defined).

Management believes, as of December 31, 1997, that the Bank meets all
capital adequacy requirements to which it is subject.

As of September 30, 1995, the most recent notification from the Office of
Comptroller, Department of Banking and Finance, State of Florida
categorized the Bank as well capitalized under the regulatory framework
for prompt corrective action. To be categorized as well capitalized, the
Bank must maintain minimum total risk-based, Tier I risk-based, and Tier
I leverage ratios as set forth in the table. There are no conditions or
events since that notification that management believes have changed the
institution's category.

F-23
<PAGE> 141

<TABLE>
<CAPTION>
TO BE WELL
FOR CAPITAL CAPITALIZED UNDER
ACTUAL ADEQUACY PURPOSES CORRECTIVE PROVISIONS
---------------------- -------------------------------- ----------------------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
----------- --------- ------------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
As of December 31,1997
- ----------------------
Total Capital (to risk- greater than
weighted assets)........... $53,540,000 17.7% $24,240,000 8.0% $30,230,000 or equal to 10.0%

Tier I Capital to risk- greater than greater than
weighted assets............ 49,745,000 16.4 12,122,000 or equal to 4.0 18,183,000 or equal to 6.0
Tier I Leverage Capital greater than greater than
to average assets........... 49,745,000 9.0 22,107,000 or equal to 4.0 27,633,000 or equal to 5.0
As of December 31,1996
- ----------------------
Total Capital (to risk- greater than greater than
weighted assets)............ $45,288,000 16.7% 21,702,000 or equal to 8.0% $27,128,000 or equal to 10.0%
Tier I Capital (to risk- greater than greater than
weighted assets)............ 41,919,000 15.5 10,851,000 or equal to 4.0 16,277,000 or equal to 6.0
Tier I Leverage Capital greater than greater than
(to average assets)......... 41,919,999 8.9 18,810,000 or equal to 4.0 23,513,000 or equal to 5.0

</TABLE>

Banking regulations limit the amount of dividends that may be paid without prior
approval of the Bank's regulatory agency. Payment of dividends are generally
limited to earnings of the bank, as defined, for the current period and the full
two preceding years.

F-24
<PAGE> 142

REPORT OF INDEPENDENT ACCOUNTANTS

January 23, 1997

Board of Directors
Ready State Bank
Hialeah, Florida

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, changes in stockholders' equity, and cash
flows present fairly, in all material respects, the financial position of Ready
State Bank and its subsidiaries (the "Bank") as of December 31, 1996 and 1995,
and the results of their operations and their cash flows for each of the two
years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Bank's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

F-25
<PAGE> 143

READY STATE BANK AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1996 and 1995

<TABLE>
<CAPTION>
ASSETS 1996 1995
--------------- --------------
<S> <C> <C>
Cash and due from banks.................................................. $ 22,960,823 $ 20,656,599
Federal funds sold....................................................... 9,000,000 14,200,000
--------------- --------------

Cash and cash equivalents...................................... 31,960,823 34,856,599

Investment securities.................................................... 183,230,451 111,826,162
Loans, net .............................................................. 251,056,825 230,649,669
Bank premises and equipment, net ........................................ 4,913,277 5,023,180
Accrued interest receivable.............................................. 3,834,901 2,859,566
Due from customers on acceptance......................................... 4,778,073 8,674,235
Other assets............................................................. 2,368,783 1,781,302
--------------- --------------

$ 482,143,133 $ 395,670,713
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Demand.......................................................... $ 86,518,771 $ 74,938,360
Savings and NOW accounts........................................ 72,540,117 62,258,285
Money Market.................................................... 27,022,861 26,326,996
Time deposits of $100,000 or more............................... 120,391,195 87,610,380
Other time deposits............................................. 121,889,621 97,240,676
--------------- --------------

Total deposits................................................. 428,362,565 348,374,697

Accrued interest payable............................................. 2,229,269 1,800,759
Other liabilities.................................................... 777,847 2,282,998
Acceptances outstanding.............................................. 4,778,073 8,674,235
Securities sold under repurchase agreements.......................... 3,733,301 0
--------------- --------------

Total liabilities.............................................. 439,881,055 361,132,689
--------------- --------------

Commitments and contingencies (Note 8)

Stockholders' equity:
Common stock, par value $8.00 per share; 500,000 shares
Authorized; 498,965 shares issued and outstanding................. 3,991,720 3,991,720

Surplus.............................................................. 20,000,000 10,000,000
Undivided profits.................................................... 18,152,770 20,331,918
Unrealized holding gain on securities available for
Sale, net of income taxes......................................... 117,588 214,386
--------------- --------------

Total stockholders' equity..................................... 42,262,078 34,538,024
--------------- --------------

$ 482,143,133 $ 395,670,713
=============== ==============
</TABLE>

The accompanying notes are an integral part of these financial statements

F-26
<PAGE> 144

READY STATE BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
for the years ended December 31, 1996 and 1995

<TABLE>
<CAPTION>
1996 1995
-------------- --------------
<S> <C> <C>
Interest income:
Interest and fees on loans................................... $ 24,710,541 $ 23,565,486
Interest on investment securities:
Taxable................................................. 9,375,108 5,828,279
Tax-exempt.............................................. 40,550 73,495
Other interest income........................................ 660,866 752,178
-------------- --------------

Total interest income............................... 34,787,065 30,219,438
-------------- --------------

Interest expense:
Interest on deposits:
Savings and NOW accounts................................ 2,280,643 2,304,570
Money Market............................................ 854,668 786,498
Time.................................................... 11,845,706 8,447,897
Interest on repurchase agreements............................ 108,841 0
-------------- --------------

Total interest expense.............................. 15,089,858 11,538,965
-------------- --------------

Net interest income.............................................. 19,697,207 18,680,473
Provision for loan losses........................................ 700,000 1,415,000
-------------- --------------

Net interest income after provision for loan losses.............. 18,997,207 17,265,473
-------------- --------------

Other income:
Service charges on deposit accounts.......................... 6,585,349 6,099,662
Other........................................................ 1,481,649 1,030,461
-------------- --------------

Total other income................................. 8,066,998 7,130,123
-------------- --------------

Other operating expenses:
Salaries and employee benefits............................... 7,941,502 6,974,261
Occupancy expense............................................ 2,513,034 2,235,167
Legal and other professional fees............................ 339,574 308,077
Computer service costs....................................... 311,805 200,445
Stationary and supplies...................................... 380,374 346,145
Other........................................................ 2,901,526 2,810,281
-------------- --------------

Total other operating expenses...................... 14,387,815 12,874,376
-------------- --------------

Income before income taxes ...................................... 12,676,390 11,521,220
Provision for income taxes....................................... 4,855,538 4,390,082
-------------- --------------

Net income.......................................... $ 7,820,852 $ 7,131,138
============== ==============
</TABLE>

The accompanying notes are an integral part of these financial statements

F-27
<PAGE> 145

READY STATE BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
for the years ended December 31, 1996 and 1995

<TABLE>
<CAPTION>
UNREALIZED
HOLDING GAIN
ON SECURITIES
UNDIVIDED AVAILABLE FOR
SHARES PAR VALUE SURPLUS PROFITS SALE, NET TOTAL
----------- ------------ ------------ ------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1995......... 498,965 $3,991,720 $7,000,000 $16,200,780 $(185447) $27,007,053

Net Income......................... 0 0 0 7,131,138 0 7,131,138
Change in unrealized holding
gain (loss) on securities
available for sale, net of
income taxes.................... 0 0 0 0 399,833 399,833
Transfer to surplus................ 0 0 3,000,000 (3,000,000) 0 0
----------- ------------ ------------ ------------- -------------- --------------
Balance at
December 31, 1995................ 498,965 $3,991,720 $10,000,000 $20,331,918 $214,386 $34,538,024

Net income......................... 0 0 0 7,820,852 0 7,820,852
Change in unrealized holding
gain (loss) on securities
available for sale, net of
income taxes.................... 0 0 0 0 (96,798) (96,798)
Transfer to surplus................ 0 0 10,000,000 (10,000,000) 0 0
----------- ------------ ------------ ------------- -------------- --------------
Balance at
December 31, 1996............... 498,965 $3,991,720 $20,000,000 $18,152,770 $117,588 $42,262,078
=========== ============ ============ ============= ============== ==============
</TABLE>

The accompanying notes are an integral part of these financial statements

F-28
<PAGE> 146

READY STATE BANK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1996 and 1995

<TABLE>
<CAPTION>
1996 1995
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................................. $ 7,820,852 $ 7,131,138
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses............................................... 700,000 1,415,000
Provision for write-down of other real estate owned..................... 0 132,804
Gain on sale of other real estate owned................................. (84,897) 0
Depreciation and amortization........................................... 491,371 459,828
Accretion and amortization of premium or discount on
investment securities, net........................................... (181,262) (139,230)
Loss (gain) on sale of investment securities, net....................... 103 (1,219)
Deferred income taxes................................................... (394,820) (290,000)
Increase in interest receivable......................................... (975,335) (570,025)
Decrease in other assets................................................ 166,590 288,819
Increase in interest payable............................................ 428,510 974,132
Decrease in other liabilities ......................................... (1,505,151) (149,296)
--------------- ---------------

Net cash provided by operating activities............................ 6,465,961 9,251,951
--------------- ---------------

Cash flows from investing activities:
Proceeds from sales and maturities of investment securities:
Securities available for sale........................................... 17,000,000 21,998,828
Securities held to maturity............................................. 50,533,540 33,830,195
Investment in securities:
Securities available for sale........................................... (47,933,047) (22,108,825)
Securities held to maturity............................................. (90,980,333) (64,920,459)
Net increase in loans...................................................... (21,537,319) (33,232,844)
Proceeds from sale of other real estate owned.............................. 165,974 197,530
Net increase (decrease) in due from customers on acceptance................ 3,896,162 (2,520,242)
Purchases of premises and equipment........................................ (331,721) (580,406)
--------------- ---------------

Net cash used by investing activities................................ (89,186,744) (67,336,223)
--------------- ---------------

Cash flows from financing activities:
Net increase (decrease) in demand, money market, savings
and NOW accounts......................................................... 22,558,108 (4,068,504)
Net increase in time deposits.............................................. 57,429,760 68,627,970
Net increase in securities sold under repurchase agreements................ 3,733,301 0
Net (decrease) increase in acceptances outstanding......................... (3,896,162) 2,520,242
--------------- ---------------

Net cash provided by financing activities............................ 79,825,007 67,079,708
--------------- ---------------
</TABLE>

F-29
<PAGE> 147

<TABLE>
<S> <C> <C>
(Decrease) increase in cash and cash equivalents............................... (2,895,776) 8,995,436

Cash and cash equivalents at beginning of year................................. 34,856,599 25,861,163
--------------- ---------------

Cash and cash equivalents at end of year....................................... $ 31,960,823 $ 34,856,599

=============== ===============

Supplemental disclosures:
Interest paid.............................................................. $ 14,661,348 $ 10,564,833
=============== ===============

Income taxes paid.......................................................... $ 5,455,062 $ 4,355,079
=============== ===============

Supplemental disclosure of non-cash investing activities:
Change in unrealized holding loss/gain on securities available
for sale, net of taxes.................................................. $ (96,798) $ 399,833
=============== ===============
Transfer of loans to other real estate owned............................... 430,163 0
=============== ===============
</TABLE>

The accompanying notes are an integral part of these financial statements

F-30
<PAGE> 148

READY STATE BANK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Ready State Bank and its subsidiaries ("the Bank") is a state chartered,
federally insured depository institution which operates eight branches in
Dade County, Florida. The Bank's principal lending activities are in
residential and commercial construction loans, commercial loans, and
consumer loans.

The Bank's accounting policies and reporting practices conform with
generally accepted accounting principles and with predominant practices in
the banking industry. The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. See Note 4 regarding
the allowance for loan losses for estimates made by management in the
determination of the amount.

The consolidated financial statements include the accounts of the bank and
its wholly-owned subsidiary, which was formed primarily to hold other real
estate owned properties. During 1996, the bank merged its other wholly
owned subsidiary Ready Bank Corp. into the parent company. All the assets
and liability of the subsidiary were transferred at net book value.
Significant intercompany accounts and transactions have been eliminated in
consolidation. The following is a description of significant accounting
policies.

CASH EQUIVALENTS

The Bank considers investments with a maturity of three months or less
from the original date to be cash equivalents. Cash equivalents include
amounts due from banks and Federal funds sold.

INVESTMENT SECURITIES

F-31
<PAGE> 149

AVAILABLE FOR SALE - Investment securities to be held for indefinite
periods of time and not intended to be held to maturity are classified as
available for sale. Assets included in this category are those assets
that management intends to use as part of its asset/liability management
strategy and that may be sold in response to changes in interest rates,
resultant prepayment risk and other factors related to interest rate and
resultant prepayment risk changes. Securities available for sale are
recorded at fair value. Both unrealized holding gains and losses on
securities available for sale, net of taxes, are included as a separate
component of stockholders' equity in the consolidated balance sheets until
these gains or losses are realized. The cost of investment securities
sold is determined by the specific identification method. If a security
has a decline in fair value that is other than temporary, then the
security will be written down to its fair value by recording a loss in the
consolidated statement of income.

LOANS, ALLOWANCE FOR LOAN LOSSES AND LOAN FEES

Loans are carried at their principal outstanding balance net of
charge-offs, deferred loan fees and costs on originated loans, unearned
income, and unamortized premiums or discounts on purchased loans.
Interest income is generally recognized when income is earned using the
interest method. Loan origination fees and certain direct loan
origination costs are deferred and the net amounts are amortized as
adjustments of the loans' yields.

The Bank adopted Statement of Financial Accounting Standards (SFAS) No.
114, "Accounting by Creditors for Impairment of a Loan" as amended by SFAS
No. 118, Accounting by Creditors for Impairment of a Loan - Income
Recognition and Disclosures, on January 1, 1995. Under the new standard,
a loan is considered impaired based on current information and events, if
it is probable that the Bank will be unable to collect the scheduled
payments of principal or interest when due according to the contractual
terms of the loan agreement. The measurement of impaired loans is
generally based on the present value of expected future cash flows
discounted at the historical effective interest rate, except that all
collateral-dependent loans are measured for impairment based on the fair
value of the collateral. The adoption of SFAS 114 did not have a
significant effect on the financial statements.

F-32
<PAGE> 150

delinquencies, charge-offs, and the risk ratings of the various loan
categories. Such factors as the level and trend of interest rates and the
condition of the national and local economies are also considered. The
losses the Bank may ultimately incur could differ materially in the near
term from the amounts assumed in arriving at the allowance for loan
losses.

When a loan or portion of a loan is determined to be uncollectible, the
portion deemed uncollectible is charged against the allowance and
subsequent recoveries, if any, are credited to the allowance.

OTHER REAL ESTATE OWNED

Other real estate owned is comprised of properties acquired through a
foreclosure proceeding or acceptance of a deed in lieu of foreclosure.

BANK PREMISES AND EQUIPMENT

Maintenance and repairs are charged to expense as incurred and
improvements and betterments are capitalized. When items are sold or
otherwise disposed of, the related costs and accumulated depreciation are
removed from the accounts and any resulting gains or losses are credited
or charged to income.

F-33
<PAGE> 151

INCOME TAXES

The Bank uses the asset and liability method of accounting for income
taxes prescribed by SFAS No. 109, "Accounting for Income Taxes". Under
this method, deferred income taxes are recognized for the tax consequences
in future years for differences between the tax basis of assets and
liabilities and their financial reporting amounts at each year-end based
on enacted tax laws and statutory tax rates applicable to the time periods
in which the differences are expected to affect taxable income. Valuation
allowances are established, when necessary, to reduce deferred tax assets
to the amount expected to be realized. Income tax expense is the tax
payable for the period and the change during the period in the deferred
asset and liability.

RECLASSIFICATIONS

Certain amounts in the 1995 financial statements have been reclassified to
conform with the 1996 presentation.

2. INVESTMENT SECURITIES:

AVAILABLE FOR SALE

The amortized cost and fair values of investments in debt securities at
December 31, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1996

---------------------------------------------------------------------
GROSS GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
-------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
U.S. Treasury securities.......... $ 59,777,912 $ 203,955 $ (13,406) $ 59,968,461
-------------- --------------- ------------- -------------

$ 59,777,912 $ 203,955 $ (13,406) $ 59,968,461
============== =============== ============= =============
</TABLE>

F-34
<PAGE> 152

<TABLE>
<CAPTION>
DECEMBER 31, 1995
--------------------------------------------------------------------
GROSS GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
-------------- ------------ ------------ ----------------
<S> <C> <C> <C> <C>
U.S. Treasury securities............ $ 28,765,716 $ 347,630 $ (221) $ 29,113,125
-------------- ------------ ------------ ----------------

$ 28,765,716 $ 347,630 $ (221) $ 29,113,125
============== ============ ============ ================
</TABLE>

The amortized cost and fair value of investment securities available for
sale at December 31, 1996 and 1995, by contractual maturity, are shown
below. Expected maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.

<TABLE>
<CAPTION>
DECEMBER 31, 1996

---------------------------------
AMORTIZED FAIR
COST VALUE
-------------- --------------
<S> <C> <C>
Due in one year or less.............................................. $ 35,986,407 $ 36,086,788
Due after one year through five years................................ 23,791,505 23,881,673
-------------- --------------

$ 59,777,912 $ 59,968,461
============== ==============
</TABLE>

HELD TO MATURITY

A summary of securities held to maturity at December 31, 1996 and 1995 is
as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1996
--------------------------------------------------------------------
GROSS GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS (LOSSES) VALUE
--------------- ------------ -------------- ---------------
<S> <C> <C> <C> <C>
U.S. Treasury securities.............. $ 48,392,474 $ 127,833 $ (59,808) $ 48,460,499
State and political subdivisions...... 598,862 2,733 0 601,595
Mortgage backed securities............ 74,270,654 154,848 (680,765) 73,744,737
--------------- ------------ -------------- ---------------

$ 123,261,990 $ 285,414 $ (740,573) $ 122,806,831
=============== ============ ============== ===============
</TABLE>

F-35
<PAGE> 153

<TABLE>
<CAPTION>
DECEMBER 31, 1995
-----------------------------------------------------------------
GROSS GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS (LOSSES) VALUE
-------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
U.S. Treasury securities................ $ 48,369,379 $ 300,466 $ 0 $ 48,669,845
State and political subdivisions........ 689,922 26,704 0 716,626
Mortgage backed securities.............. 33,653,736 258,367 (37,524) 33,874,579
-------------- -------------- -------------- ---------------

$ 82,713,037 $ 585,537 $ (37,524) $ 83,261,050
============== ============== ============== ===============
</TABLE>

The amortized cost and fair value of investment securities held to
maturity at December 31, 1996, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without
call or prepayment penalties.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
--------------------------------
AMORTIZED FAIR
COST VALUE
-------------- ---------------
<S> <C> <C>
Due in one year or less....................... $ 27,128,076 $ 27,152,732
Due after one year through five years......... 21,863,260 21,909,362
-------------- ---------------

48,991,336 49,062,094
Mortgage backed securities.................... 74,270,654 73,744,737
-------------- ---------------

$ 123,261,990 $ 122,806,831
============== ===============
</TABLE>

Proceeds from the sale of investment securities available for sale were
$17,000,000 and $21,998,828 for the years ended December 31, 1996 and
1995, respectively. Gross gains of $1,545 and $5,987 and gross losses of
$1,648 and $4,768 were realized on these sales in 1996 and 1995,
respectively.

On December 18, 1995, the Bank elected to transfer certain U.S. Treasury
securities from the held to maturity portfolio to the available for sale
portfolio. This reclassification was executed in conformity with the
Financial Accounting Standards Board's Special Report regarding SFAS No.
115. The amortized cost and market value of securities transferred was
$5,934,128 and $5,986,250, respectively, at the date of the transfer.

At December 31, 1996 and 1995, securities with a book value of
approximately $19,481,000 and $11,818,000, respectively, were pledged as
collateral for deposits.

F-36
<PAGE> 154

3. LOANS:

A summary of distribution of loans, by type, is as follows:

<TABLE>
<CAPTION>
1996 1995
--------------- ---------------
<S> <C> <C>
Real estate and construction loans........................ $ 196,332,211 $ 176,681,831
Commercial and industrial loans 44,797,672 44,614,787
Loans to individuals for household, family and other
consumer expenditures................................. 14,196,375 12,666,036

Other..................................................... 1,429,217 1,766,704
--------------- ---------------

256,755,475 235,729,358

Less:
Unearned fees and discounts.......................... 1,605,774 1,560,811
Allowance for loan losses (Note 4)................... 4,092,876 3,518,878
--------------- ---------------

$ 251,056,825 $ 230,649,669
=============== ===============
</TABLE>

4. ALLOWANCE FOR LOAN LOSSES:

A summary of the changes in the allowance for loan losses is as follows:

<TABLE>
<CAPTION>
1996 1995
-------------- --------------
<S> <C> <C>
Balance, beginning of year.................. $ 3,518,878 $ 2,822,379
Provision for loan losses................... 700,000 1,415,000
Losses...................................... (264,737) (955,278)
Recoveries.................................. 138,735 236,777
-------------- --------------

Balance, end of year........................ $ 4,092,876 $ 3,518,878
============== ==============
</TABLE>

At December 31, 1996 and 1995, the Bank had nonaccrual loans of $2,196,000
and $2,458,132, respectively. Interest income of $39,150 and $90,290 was
recognized on these loans in 1996 and 1995, respectively. Had these loans
performed in accordance with their original terms, interest income of
$255,430 and $215,160 would have been recorded in 1996 and 1995,
respectively.

F-37
<PAGE> 155

5. BANK PREMISES AND EQUIPMENT:

Bank premises and equipment are comprised of the following:

<TABLE>
<CAPTION>
December 31,
------------------------------
1996 1995
-------------- -------------
<S> <C> <C>
Land..................................................... $ 1,603,606 $ 1,603,606
Building and improvements................................ 2,642,253 2,606,962
Equipment, furniture and fixtures........................ 3,073,221 2,802,674
Leasehold improvements................................... 782,886 766,995
-------------- -------------

8,101,966 7,780,237
Less accumulated depreciation and amortization........... (3,188,689) (2,757,057)
-------------- -------------

$ 4,913,277 $ 5,023,180
============== =============
</TABLE>

6. INCOME TAXES:

Provision for income taxes in the statements of income is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------
1996 1995
-------------- --------------
<S> <C> <C>
Currently payable:
Federal................................ $ 4,589,134 $ 4,013,494
State.................................. 661,224 666,588
-------------- --------------

5,250,358 4,680,082
-------------- --------------
Deferred (benefit):
Federal................................ (345,596) (248,000)
State.................................. (49,224) (42,000)
-------------- --------------

(394,820) (290,000)
-------------- --------------

$ 4,855,538 $ 4,390,082
============== ==============
</TABLE>

The Bank has recorded a net deferred tax asset of approximately $1,280,000
relating principally to the provision for loan losses and the net
unrealized appreciation in available for sale securities. The Bank has
assessed its past earnings history and trends and has determined that it
is more likely than not that the deferred tax assets disclosed above will
be realized.

F-38
<PAGE> 156

7. RELATED PARTY TRANSACTIONS:

Certain directors and stockholders of the Bank, including their immediate
families and companies with which they are affiliated, are loan customers
of the Bank. Total loans outstanding to these individuals and related
entities at December 31, 1996 and 1995, amounted to approximately
$30,369,000 and $29,223,000, respectively.

The bank paid approximately $291,000 and $186,000 as of December 31, 1996
and 1995, respectively, in legal fees to a firm in which a director of the
Bank is a partner.

8. COMMITMENTS AND CONTINGENCIES:

At December 31, 1996, there were commitments to lessors under
non-cancelable operating leases for the following minimum payments for the
periods (including renewal option period for building leases) indicated:

<TABLE>
<S> <C>
1997............................... $ 436,000
1998............................... 369,000
1999............................... 155,000
2000............................... 58,000
2001............................... 4,000
-------------

$ 1,022,000
=============
</TABLE>

Rent expense incurred under all operating leases aggregated $919,000 in
1996 and $1,172,000 in 1995.

The Bank is a party to certain claims and litigation occurring in the
normal course of operations. In the opinion of management, based on the
advice of legal counsel, none of these matters will have a material effect
on the financial condition and results of operations of the Bank.

9. EMPLOYEE BENEFITS PLAN:

The Bank sponsors a defined contribution plan established pursuant to
Section 401(k) of the Internal Revenue Code. Subject to certain dollar
limits, employees may contribute a percentage of their salaries to this
plan and the Bank matches a portion of the employees' contribution. As of
December 31, 1996 and 1995, the Bank's expense associated with this plan
totaled approximately $173,000 and $104,000, respectively.

F-39
<PAGE> 157

10. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK AND WITH CONCENTRATIONS
OF CREDIT RISK:

OFF-BALANCE-SHEET RISK

The Bank is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its
customers. These financial instruments include commitments to extend
credit and standby and commercial letters of credit. Those instruments
involve, to varying degrees, elements of credit and interest rate risk in
excess of the amount recognized in the balance sheets. The Bank's
exposure to credit loss in the event of nonperformance by the counterparty
to the financial instrument for commitments to extend credit and letters
of credit is represented by the contractual amount of those instruments.
The Bank uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments.

Commitments to extend credit generally have fixed expiration dates or
other termination clauses and may require payment of a fee. Total
commitments to extend credit at December 31, 1996 approximated
$122,742,000 in floating rate loan commitments and $15,375,000 in fixed
rate loan commitments. Fixed rate loan commitments were at rates ranging
from 8.00% to 9.75% and expire on various dates. Since many of the loan
commitments may expire without being drawn upon, the total commitment
amount may not necessarily be indicative of future cash requirements. The
Bank evaluates each customer's creditworthiness on a case-by-case basis.
The amount of collateral obtained, if deemed necessary by the Bank upon
extension of credit, is based on management's credit evaluation of the
counterparty. Collateral held varies but may include cash, accounts
receivable, inventory, property, plant and equipment, income-producing
commercial properties and other real estate.

Standby and commercial letters of credit are conditional commitments
issued by the Bank to guarantee the performance of a customer to a third
party. Those guarantees are primarily issued to support private borrowing
arrangements. The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loan facilities to
customers. The Bank had approximately $4,560,000 and $8,494,000 in
irrevocable standby letters of credit respectively, outstanding at
December 31, 1996 and December 31, 1995, and $218,000 and $180,000 in
commercial letters of credit, respectively outstanding at December 31,
1996 and December 31, 1995, of which approximately $43,000 and $48,000 of
standby letters of credit were cash collateralized.

CONCENTRATIONS OF CREDIT RISK

The Bank primarily grants loans on which South Florida real estate is the
collateral. The borrowers' ability to honor their contracts is
substantially dependent upon the general economic conditions of the region
particularly as it relates to the real estate and construction industry.

F-40
<PAGE> 158

11. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to
estimate that value.

CASH AND DUE FROM BANKS, FEDERAL FUNDS SOLD

For these short-term instruments, the carrying amount is a reasonable
estimate of fair value.

INVESTMENT SECURITIES

LOANS RECEIVABLES

For variable rate loans, fair value is the carrying amount of the loan.
At December 31, 1996 and 1995, variable rate loans amounted to
approximately $165,224,000 and $168,011,000, respectively. At December
31, 1996 and 1995, the Bank had fixed rate loans which bear interest at
rates which the Bank considers to approximate market rates.

DEPOSIT LIABILITIES

The fair value of demand deposits, savings and NOW accounts, and money
market deposits is the amount payable on demand (carrying amount) at
December 31, 1996. The fair value of fixed-maturity certificates of
deposit is estimated using the rates currently offered for deposits of
similar remaining maturities. At December 31, 1996, the fair value of
time deposits approximates carrying value since $234,931,000 are scheduled
to mature within a year.

REPURCHASE AGREEMENTS

The Bank has short-term borrowings in the form of securities sold under
agreements to repurchase amounting to $3,733,301 at December 31, 1996.
The average interest paid on these borrowings was the coupon equivalent of
the average price of a 13 week U.S. Treasury Bill less .5% to 1%,
depending upon transaction amounts for the year ended December 31, 1996.
Borrowings are collateralized by funds deposited by customers in
commercial depository accounts. At December 31, 1996, the fair value of
repurchase agreements approximates carrying value because of their
short-term maturity.

F-41
<PAGE> 159

COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT

12. REGULATORY MATTERS:

The Bank is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum
capital requirements can initiate certain mandatory and possibly
additional discretionary actions by regulators that, if undertaken, could
have a direct material effect on the Bank's financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines that
involve quantitative measures of the Bank's assets, liabilities, and
certain off-balance-sheet items as calculated under regulatory accounting
practices. The Bank's capital amounts and classification are also subject
to qualitative judgments by the regulators about components, risk
weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios (set forth in the
table above) of total and Tier I capital (as defined in the regulations)
to risk-weighted assets (as defined), and of Tier I capital (as defined)
to average assets (as defined). Management believes, as of December 31,
1996, that the Bank meets all capital adequacy requirements to which it is
subject.

As of September 30, 1995, the most recent notification from the Office of
Comptroller, Department of Banking and Finance, State of Florida
categorized the Bank as well capitalized under the regulatory framework
for prompt corrective action. To be categorized as well capitalized, the
Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I
leverage ratios as set forth in the table. There are no conditions or
events since that notification that management believes have changed the
institution's category.

F-42
<PAGE> 160

<TABLE>
<CAPTION>
TO BE WELL
FOR CAPITAL CAPITALIZED UNDER
ACTUAL ADEQUACY PURPOSES CORRECTIVE PROVISIONS
---------------------- ------------------------------ -------------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
---------- -------- ----------- ------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31,1996:
-----------------------

Total Capital (to risk-
Weighted assets)........ $45,288,000 16.7% $21,702,000 >/= 8.0% $27,128,000 >/= 10.0%

Tier I Capital to risk-
Weighted assets......... 41,919,000 15.5 10,851,000 >/= 4.0 16,277,000 >/= 6.0

Tier I Capital (to
Average assets)............ 41,919,000 8.9 18,810,000 >/= 4.0 23,513,000 >/= 5.0

As of December 31,1995:
-----------------------

Total Capital (to risk-
Weighted assets)......... $37,109,000 15.2% 19,549,000 >/= 8.0% $24,436,000 >/= 10.0%

Tier I Capital (to risk-
Weighted assets)......... 34,049,000 13.9 9,774,000 >/= 4.0 14,662,000 >/= 6.0

Tier I Capital (to
Average assets)............ 34,049,000 8.9 15,314,000 >/= 4.0 19,143,000 >/= 5.0
</TABLE>

Banking regulations limit the amount of dividends that may be paid without
prior approval of the Bank's regulatory agency. Payment of dividends are
generally limited to earnings of the bank, as defined, for the current
period and the full two preceding years.

F-43
<PAGE> 161
APPENDIX A

AMENDED AND RESTATED

AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG

READY STATE BANK

AND

UNION PLANTERS CORPORATION

UNION PLANTERS HOLDING CORPORATION

UNION PLANTERS BANK, NATIONAL ASSOCIATION

DATED AS OF AUGUST 27, 1998

AND

AMENDED AND RESTATED

AS OF OCTOBER 23, 1998

A-1
<PAGE> 162
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
ARTICLE 1 - TRANSACTIONS AND TERMS OF MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
1.1 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
1.2 Time and Place of Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
1.3 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
1.4 Execution of Related Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
1.5 Restructure of Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
ARTICLE 2 - TERMS OF MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
2.1 Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
2.2 By-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
2.3 Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
ARTICLE 3 - MANNER OF CONVERTING SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
3.1 Conversion of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
3.2 Anti-Dilution Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
3.3 Shares held by RSB or UPC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
3.4 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
3.5 Dissenting Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
3.6 Conversion of Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
ARTICLE 4 - EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11
4.1 Exchange Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11
4.2 Rights of Former RSB Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . A-12
ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF RSB . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
5.1 Organization, Standing, and Power . . . . . . . . . . . . . . . . . . . . . . . . . A-13
5.2 Authority, No Breach by Agreement . . . . . . . . . . . . . . . . . . . . . . . . . A-13
5.3 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
5.4 RSB Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
5.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15
5.6 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . A-16
5.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . A-16
5.8 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-16
5.9 Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
5.10 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
5.11 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
</TABLE>

A-2
<PAGE> 163
<TABLE>
<S> <C>
5.12 Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
5.13 Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
5.14 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
5.15 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-22
5.16 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-23
5.17 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-23
5.18 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-23
5.19 Accounting, Tax and Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . A-24
5.20 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
5.21 Articles Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
5.22 Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
5.23 Year 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-24
ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF UPC . . . . . . . . . . . . . . . . . . . . . . . . . . A-25
6.1 Organization, Standing and Power . . . . . . . . . . . . . . . . . . . . . . . . . A-25
6.2 Authority; No Breach by Agreement . . . . . . . . . . . . . . . . . . . . . . . . . A-25
6.3 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
6.4 UPC Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-26
6.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27
6.6 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . A-27
6.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . A-27
6.8 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
6.9 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
6.10 Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29
6.11 Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29
6.12 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
6.13 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
6.14 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
6.15 Accounting, Tax, and Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . A-31
6.16 Matters Relating to UPC Interim Bank . . . . . . . . . . . . . . . . . . . . . . . A-31
ARTICLE 7 - CONDUCT OF BUSINESS PENDING CONSUMMATION . . . . . . . . . . . . . . . . . . . . . . . . A-31
7.1 Affirmative Covenants of RSB . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
7.2 Negative Covenants of RSB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
7.3 Covenants of UPC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-34
7.4 Adverse Changes in Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . A-34
7.5 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
ARTICLE 8 - ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
8.1 Registration Statement; Proxy Statement; Shareholder Approval . . . . . . . . . . . A-35
8.2 Exchange Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
8.3 Applications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-36
</TABLE>

A-3
<PAGE> 164
<TABLE>
<S> <C>
8.4 Filings With State and Federal Offices . . . . . . . . . . . . . . . . . . . . . . A-36
8.5 Agreement as to Efforts to Consummate . . . . . . . . . . . . . . . . . . . . . . . A-36
8.6 Investigation and Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . A-36
8.7 Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
8.8 Certain Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
8.9 Accounting and Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
8.10 Agreement of Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-38
8.11 Employee Benefits and Contracts . . . . . . . . . . . . . . . . . . . . . . . . . A-38
8.12 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-39
8.13 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-40
8.14 Assumption of Agreement By Acquiror . . . . . . . . . . . . . . . . . . . . . . . A-40
ARTICLE 9 - CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE . . . . . . . . . . . . . . . . . . . . A-40
9.1 Conditions to Obligations of Each Party . . . . . . . . . . . . . . . . . . . . . . A-40
9.2 Conditions to Obligations of UPC . . . . . . . . . . . . . . . . . . . . . . . . . A-42
9.3 Conditions to Obligations of RSB . . . . . . . . . . . . . . . . . . . . . . . . . A-43
ARTICLE 10 - TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-44
10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-44
10.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-45
10.3 Non-Survival of Representations and Covenants . . . . . . . . . . . . . . . . . . A-45
ARTICLE 11 - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-45
11.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-45
11.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-54
11.3 Brokers and Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-54
11.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-54
11.5 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-55
11.6 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-55
11.7 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-55
11.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-56
11.9 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-57
11.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-57
11.11 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-57
11.12 Interpretations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-57
11.13 Enforcement of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-57
11.14 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-57
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-58
</TABLE>

A-4
<PAGE> 165
LIST OF EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C>
1. Form of Plan of Merger
2. Form of Termination Fee Agreement
3. Form of Support Agreement
4. Form of Affiliate Agreement
</TABLE>

A-5
<PAGE> 166
AMENDED AND RESTATED
AGREEMENT AND PLAN OF REORGANIZATION

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION
(this "Agreement") is made and entered into as of August 27, 1998, and amended
and restated as of October 23, 1998, by and among READY STATE BANK, a Florida
state banking corporation having its principal offices located in Hialeah,
Florida ("RSB"), and UNION PLANTERS CORPORATION, a Tennessee corporation having
its principal offices located in Memphis, Tennessee ("UPC"), Union Planters
Holding Corporation, a Tennessee corporation and a wholly-owned subsidiary of
UPC ("UPHC") and Union Planters Bank, National Association, a national banking
association and a wholly-owned subsidiary of UPHC ("UPBNA").

PREAMBLE

The Boards of Directors of RSB, UPC, UPHC, and UPBNA are of
the opinion that it is advisable for the welfare and best interests of the
parties to this Agreement and their respective shareholders that UPHC acquire
all of the assets and liabilities of RSB in exchange for UPC Common Stock and
that UPHC transfer to UPBNA all of the assets and liabilities of RSB acquired
by UPHC, all on the terms and conditions set forth in this Agreement.

For federal income tax purposes, the parties to this asset
acquisition agreement and plan of reorganization intend that the acquisition by
UPHC, a wholly-owned subsidiary of UPC, of substantially all of the assets of
RSB in exchange solely for shares of voting common stock of UPC and the
assumption by UPHC of all of the liabilities of RSB, as contemplated herein,
will constitute a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code, and further intend, that, pursuant to Section 368(a) of
the Internal Revenue Code, the acquisition by UPHC of substantially all of the
assets and all of the liabilities of RSB will not be disqualified under
Internal Revenue Code 368(a) by reason of the fact that the assets and
liabilities of RSB which are acquired by UPHC are transferred by UPHC to UPBNA,
a wholly-owned subsidiary of UPHC. Solely as a convenience to UPHC, RSB is
directed to transfer all of its assets and liabilities directly to UPBNA by
means of a statutory merger of RSB with and into UPBNA, as set forth in this
Agreement. The transactions described in this Agreement are subject to the
approvals of the shareholders of RSB, the Board of Governors of the Federal
Reserve System, the Florida Department of Banking and Finance, Office of the
Comptroller of the Currency, and other applicable federal and state regulatory
authorities, and the satisfaction of certain other conditions described in this
Agreement. It is the intention of the parties to this Agreement that (i) for
federal income tax purposes the Merger shall qualify as a "reorganization"
within the meaning of Section 368(a) of the Internal Revenue Code and (ii) for
accounting purposes the Merger shall qualify for treatment as a pooling of
interests transaction.

Certain terms used in this Agreement are defined in Section
11.1 of this Agreement.

A-6
<PAGE> 167
NOW, THEREFORE, in consideration of the above and the mutual
warranties, representations, covenants, and agreements set forth herein, the
parties agree as follows:

ARTICLE 1
TRANSACTIONS AND TERMS OF MERGER

1.1 MERGER. Subject to the terms and conditions of this
Agreement and the Plan of Reorganization, at the Effective Time, RSB shall be
merged with and into UPBNA as authorized by and in accordance with the
provisions of Section 658.42 of the Florida Banking Code and 12 U.S.C. Section
215a (the "Merger"). UPBNA shall be the Surviving Bank resulting from the
Merger and shall continue to be a national banking association governed by the
Laws of the United States. The Merger shall be consummated pursuant to the
terms of this Agreement and the Plan of Merger, which has been approved and
adopted by the respective Boards of Directors of RSB, UPBNA and UPC and will,
prior to the Effective Time, be approved by the Board of Directors of UPHC, and
the Plan of Merger, in substantially the form of Exhibit 1, which will be
approved and adopted by the Board of Directors of RSB and UPBNA.

1.2 TIME AND PLACE OF CLOSING. The Closing will take
place at 9:00 A.M. on the date that the Effective Time occurs (or the
immediately preceding day if the Effective Time is earlier than 9:00 A.M.), or
at such other time as the Parties may determine. The Closing shall be held at
such place as determined by the Parties.

1.3 EFFECTIVE TIME. The Merger and other transactions
contemplated by this Agreement shall become effective on the date and at the
time specified in the Certificate of Merger reflecting the Merger issued by the
Office of the Comptroller of the Currency (the "Effective Time"). Subject to
the terms and conditions hereof, unless otherwise mutually agreed upon in
writing by the chief executive officers or chief financial officers of each
Party, the Parties shall use their reasonable efforts to cause the Effective
Time to occur on such date as may be designated by UPC within 30 days following
the last to occur of (i) the effective date of the last required Consent of any
Regulatory Authority having authority over and approving or exempting the
Merger (including the expiration of any requisite waiting period in respect
thereof), (ii) the date on which the shareholders of RSB approve this Agreement
and the Plan of Merger and (iii) the date on which all other conditions
precedent (other than those conditions which relate to actions to be taken at
the Closing) to each Party's obligations hereunder shall have been satisfied or
waived (to the extent waivable by such Party).

1.4 EXECUTION OF RELATED AGREEMENTS. Simultaneously with
the execution of this Agreement by the Parties and as a condition hereto, (i)
RSB is executing and delivering to UPC a termination fee agreement (the
"Termination Fee Agreement"), in substantially the form of Exhibit 2, pursuant
to which RSB is agreeing to pay to UPC a termination fee under certain

A-7
<PAGE> 168
circumstances and (ii) each of the directors of RSB is executing and delivering
to a UPC support agreement (each a "Support Agreement") in substantially the
form of Exhibit 3.

1.5 RESTRUCTURE OF TRANSACTION. UPC shall, in its
reasonable discretion, have the unilateral right to revise the structure of the
Merger contemplated by this Agreement in order to achieve tax benefits or for
any other reason which UPC may deem advisable; provided, however, that UPC
shall not have the right, without the approval of the Board of Directors of RSB
and, if required by applicable Law, the holders of the RSB Common Stock, to
make any revision to the structure of the Merger which: (i) changes the amount
of the consideration which the holders of shares of RSB Common Stock are
entitled to receive (determined in the manner provided in Section 3.1 of this
Agreement); (ii) changes the intended tax-free effects of the Merger to UPC,
RSB, or the holders of shares of RSB Common Stock or changes the intended
pooling-of-interests accounting treatment; (iii) would permit UPC to pay the
consideration other than by delivery of UPC Common Stock registered with the
SEC (in the manner described in Section 4.1 of this Agreement); (iv) would be
materially adverse to the interests of RSB or adverse to the holders of shares
of RSB Common Stock; (v) would materially impede or delay consummation of the
Merger; or (vi) would require a vote of UPC's shareholders under relevant state
Law. UPC may exercise this right of revision by giving written notice to RSB
in the manner provided in Section 11.8 of this Agreement which notice shall be
in the form of an amendment to this Agreement or in the form of an Agreement
and Plan of Reorganization. The Parties shall execute such documents as
necessary to effect the revised structure of the Merger, including such changes
as a required to retain the tax-free character of the Merger.

ARTICLE 2
TERMS OF MERGER

2.1 ARTICLES OF ASSOCIATION. The Articles of Association
("Articles of Association") of UPBNA in effect immediately prior to the
Effective Time shall be the Articles of Association of the Surviving Bank until
otherwise amended or repealed.

2.2 BY-LAWS. The By-laws of UPBNA (the "By-Laws") in
effect immediately prior to the Effective Time shall be the By-laws of the
Surviving Bank until otherwise amended or repealed.

2.3 DIRECTORS AND OFFICERS. The directors of UPBNA in
office immediately prior to the Effective Time, together with such additional
persons as may thereafter be elected, shall serve as the directors of the
Surviving Bank from and after the Effective Time in accordance with the By-laws
of the Surviving Bank. The officers of UPBNA in office immediately prior to
the Effective Time, together with such additional persons as may thereafter be
elected, shall serve as the officers of the Surviving Bank from the Effective
Time in accordance with the By-laws of the Surviving Bank.

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ARTICLE 3
MANNER OF CONVERTING SHARES

3.1 CONVERSION OF SHARES. Subject to the provisions of
this Article 3, at the Effective Time, by virtue of the Merger and without any
action on the part of UPC, RSB, UPBNA, or the shareholders of any of the
foregoing, the shares of the constituent corporations shall be converted as
follows:

(a) Each share of UPC Capital Stock, including
any associated UPC Rights, issued and outstanding immediately prior to the
Effective Time shall remain issued and outstanding from and after the Effective
Time.

(b) Each share of UPBNA Common Stock issued and
outstanding immediately prior to the Effective Time shall remain issued and
outstanding from and after the Effective Time.

(c) Each share of RSB Common Stock (excluding
shares held by RSB, any RSB Subsidiary, UPC or any UPC Subsidiary, in each case
other than in a fiduciary capacity or as a result of debts previously
contracted) issued and outstanding at the Effective Time shall cease to be
outstanding and shall be converted into that number (the "Exchange Ratio") of
shares of UPC Common Stock equal to the quotient obtained by dividing (i) $169
million divided by the number of shares of RSB Common Stock issued and
outstanding immediately prior to the Effective Time, by (ii) the Average
Closing Price and rounding to the nearest thousandth; provided, however, (x) in
the event the Average Closing Price shall be greater than $59.00 (the "Maximum
Average Closing Price"), then each share of RSB Common Stock shall be converted
into .574 shares of UPC Common Stock, and (y) in the event if the Average
Closing Price shall be less than $53.00 (the "Minimum Average Closing Price"),
then each share of RSB Common Stock shall be converted into .639 shares of UPC
Common Stock. Pursuant to the UPC Rights Agreement, each share of UPC Common
Stock issued in connection with the Merger upon conversion of RSB Common Stock
shall be accompanied by a UPC Right.

3.2 ANTI-DILUTION PROVISIONS. In the event UPC changes
the number of shares of UPC Common Stock issued and outstanding prior to the
Effective Time as a result of a stock split, stock dividend, or similar
recapitalization with respect to such stock and the record date therefor (in
the case of a stock dividend) or the effective date thereof (in the case of a
stock split or similar recapitalization for which a record date is not
established) occurs prior to the Effective Time, the Exchange Ratio, the
Maximum Average Closing Price and the Minimum Average Closing Price shall each
be proportionately adjusted.

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3.3 SHARES HELD BY RSB OR UPC. Each of the shares of RSB
Common Stock held by RSB, any RSB Subsidiary, UPC or any UPC Subsidiary, in
each case other than in fiduciary capacity or as a result of debts previously
contracted, shall be canceled and retired at the Effective Time and no
consideration shall be issued in exchange therefor.

3.4 FRACTIONAL SHARES. Notwithstanding any other
provision of this Agreement or the Plan of Merger, each holder of shares of RSB
Common Stock exchanged pursuant to the Merger who would otherwise have been
entitled to receive a fractional share of UPC Common Stock (after taking into
account all certificates delivered by such holder) shall receive, in lieu
thereof, cash (without interest) in an amount equal to such fractional share of
UPC Common Stock multiplied by the closing price of such Common Stock on the
NYSE-Composite Transactions List (as reported by The Wall Street Journal or, if
not reported thereby, any other authoritative source selected by UPC) on the
last trading day preceding the Effective Time. No such holder will be entitled
to dividends, voting rights, or any other rights as a shareholder in respect of
any fractional shares.

3.5 DISSENTING SHAREHOLDERS. Any holder of shares of RSB
Common Stock who perfects such holder's dissenters' rights of appraisal in
accordance with and as contemplated by Section 658.44 of the Florida Banking
Code shall be entitled to receive the value of such shares in cash as
determined pursuant to such provision of Law; provided, however, that no such
payment shall be made to any dissenting shareholder unless and until such
dissenting shareholder has complied with the applicable provisions of the
Florida Banking Code and surrendered to RSB the certificate or certificates
representing the shares for which payment is being made. In the event that
after the Effective Time a dissenting shareholder of RSB fails to perfect, or
effectively withdraws or loses, such holder's right to appraisal and of payment
for such holder's shares, UPC shall issue and deliver the consideration to
which such holder of shares of RSB Common Stock is entitled under this Article
3 (without interest) upon surrender by such holder of the certificate or
certificates representing shares of RSB Common Stock held by such holder.
Prior to the Effective Time, RSB will establish an escrow account with an
amount sufficient to satisfy the maximum aggregate payment that may be required
to be paid to dissenting shareholders. Upon satisfaction of all claims of
dissenting shareholders, the remaining escrowed amount, reduced by payment of
the fees and expenses of the escrow agent, will be retained by the Surviving
Bank.

3.6 CONVERSION OF STOCK OPTIONS.

(a) At the Effective Time, UPBNA shall assume all
of the obligations with respect to each option to purchase or other right with
respect to shares of RSB Common Stock pursuant to stock options, stock
appreciation rights or other rights, including stock awards ("RSB Options")
granted by RSB under the RSB Stock Plans, which are outstanding at the
Effective Time, whether or not exercisable, in accordance with the terms of the
RSB Stock Plan and stock option or other agreement by which it is evidenced,
further, UPBNA shall deliver UPC Common Stock to each holder of a RSB option
upon exercise of such option except that from and

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after the Effective Time, (i) UPBNA and its Salary and Benefits Committee shall
be substituted for RSB and the Committee of RSB's Board of Directors
(including, if applicable, the entire Board of Directors of RSB) or other
independent committee administering such RSB Stock Plan, (ii) each RSB Option
assumed by UPBNA may be exercised solely for shares of UPC Common Stock, (iii)
the number of shares of UPC Common Stock that UPBNA shall deliver upon exercise
of the RSB Option shall be equal to the number of shares of RSB Common Stock
subject to such RSB Option immediately prior to the Effective Time multiplied
by the Exchange Ratio and rounding down to the nearest whole share, and (iv)
the per share exercise price under each such RSB Option shall be adjusted by
dividing the per share exercise price under each such RSB Option by the
Exchange Ratio and rounding up to the nearest cent. Notwithstanding the
clauses (iii) and (iv) of the first sentence of this Section 3.6, each RSB
Option which is an "incentive stock option" shall be adjusted as required by
Section 424 of the Internal Revenue Code, and the regulations promulgated
thereunder, so as not to constitute a modification, extension or renewal of the
option, within the meaning of Section 424(h) of the Internal Revenue Code.
UPBNA and RSB agree to take all necessary steps to effectuate the foregoing
provisions of this Section 3.6.

(b) As soon as practicable after the Effective
Time, UPBNA shall deliver to the participants in each RSB Stock Plan an
appropriate notice setting forth such participant's rights pursuant thereto and
the grants subject to such RSB Stock Plan shall continue in effect on the same
terms and conditions (subject to the adjustments required by Section 3.6(a)
after giving effect to the Merger), and UPBNA shall comply with the terms of
each RSB Stock Plan to ensure, to the extent required by, and subject to the
provisions of, such RSB Stock Plan, that RSB Options which qualified as
incentive stock options prior to the Effective Time continue to qualify as
incentive stock options after the Effective Time. Within 45 days after the
Effective Time, UPC shall file a registration statement on Form S-8 (or any
successor or other appropriate forms), with respect to the shares of UPC Common
Stock subject to such options and shall use its reasonable efforts to maintain
the effectiveness of such registration statements (and maintain the current
status of the prospectus or prospectuses contained therein) for so long as such
options remain outstanding.

ARTICLE 4
EXCHANGE OF SHARES

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certificates representing such shares to the Exchange Agent and shall promptly
upon surrender thereof receive in exchange therefor the consideration provided
in Section 3.1 of this Agreement, together with all undelivered dividends or
distributions in respect of such shares (without interest thereon) pursuant to
Section 4.2 of this Agreement. To the extent required by Section 3.4 of this
Agreement, each holder of shares of RSB Common Stock issued and outstanding at
the Effective Time also shall receive, upon surrender of the certificate or
certificates representing such shares, cash in lieu of any fractional share of
UPC Common Stock to which such holder may be otherwise entitled (without
interest). UPC shall not be obligated to deliver the consideration to which
any former holder of RSB Common Stock is entitled as a result of the Merger
until such holder surrenders his certificate or certificates representing the
shares of RSB Common Stock for exchange as provided in this Section 4.1. The
certificate or certificates of RSB Common Stock so surrendered shall be duly
endorsed as the Exchange Agent may require. Any other provision of this
Agreement notwithstanding, neither UPC, RSB, nor the Exchange Agent shall be
liable to a holder of RSB Common Stock for any amounts paid or property
delivered in good faith to a public official pursuant to any applicable
abandoned property Law.

4.2 RIGHTS OF FORMER RSB SHAREHOLDERS. At the Effective
Time, the stock transfer books of RSB shall be closed as to holders of RSB
Common Stock immediately prior to the Effective Time and no transfer of RSB
Common Stock by any such holder shall thereafter be made or recognized. Until
surrendered for exchange in accordance with the provisions of Section 4.1 of
this Agreement, each certificate theretofore representing shares of RSB Common
Stock (other than shares to be canceled pursuant to Section 3.3 or as to which
dissenters' rights have been perfected as provided in Section 3.5 of this
Agreement) shall from and after the Effective Time represent for all purposes
only the right to receive the consideration provided in Sections 3.1, 3.2 and
3.4 of this Agreement in exchange therefor, subject, however, to the Surviving
Bank's obligation to pay any dividends or make any other distributions with a
record date prior to the Effective Time which have been declared or made by RSB
in respect of such shares of RSB Common Stock and in accordance with the terms
of this Agreement and which remain unpaid at the Effective Time. To the extent
permitted by Law, former shareholders of record of RSB shall be entitled to
vote after the Effective Time at any meeting of UPC shareholders the number of
whole shares of UPC Common Stock into which their shares of RSB Common Stock
are converted, regardless of whether such holders have exchanged their
certificates representing RSB Common Stock for certificates representing UPC
Common Stock in accordance with the provisions of this Agreement. Whenever a
dividend or other distribution is declared by UPC on the UPC Common Stock, the
record date for which is at or after the Effective Time, the declaration shall
include dividends or other distributions on all shares issuable pursuant to
this Agreement, but, beginning 30 days after the Effective Time, no dividend or
other distribution payable to the holders of record of UPC Common Stock as of
any time subsequent to the Effective Time shall be delivered to the holder of
any certificate representing shares of RSB Common Stock issued and outstanding
at the Effective Time until such holder surrenders such certificate for exchange
as provided in Section 4.1 of this Agreement. However, upon surrender of such
RSB Common Stock certificate, both the UPC Common Stock certificate (together
with all such undelivered dividends or other

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distributions without interest) and any undelivered cash payments to be paid for
fractional share interests (without interest) shall be delivered and paid with
respect to each share represented by such certificate. In the event any RSB
Common Stock certificate shall have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming such certificate to
be lost, stolen or destroyed and, if required by UPC, the posting by such person
of a bond in such amount as UPC may reasonably direct as indemnity against any
claim that may be made against it with respect to such certificate, the Exchange
Agent shall issue in exchange for such lost, stolen or destroyed certificate the
shares of UPC Common Stock and cash in lieu of fractional shares deliverable in
respect thereof pursuant to this Agreement.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF RSB

Except as disclosed in the RSB Disclosure Memorandum, RSB
hereby represents and warrants to UPC as follows:

5.1 ORGANIZATION, STANDING, AND POWER. RSB is a state
bank duly organized, validly existing, and in good standing under the Laws of
the State of Florida, and has the corporate power and authority to carry on its
business as now conducted and to own, lease, and operate its material Assets.
RSB is duly qualified or licensed to transact business as a foreign corporation
in good standing in the States of the United States and foreign jurisdictions
where the character of its Assets or the nature or conduct of its business
requires it to be so qualified or licensed, except for such jurisdictions in
which the failure to be so qualified or licensed is not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on RSB. RSB
is an "insured institution" as defined in the Federal Deposit Insurance Act and
applicable regulations thereunder, and the deposits in which are insured by the
Bank Insurance Fund or the Savings Association Insurance Fund, subject to the
rules and limitations thereof.

5.2 AUTHORITY, NO BREACH BY AGREEMENT.

(a) Subject to the approval of this Agreement and
the Plan of Merger by the holders of the outstanding shares of RSB Common
Stock, RSB has the corporate power and authority necessary to execute, deliver,
and perform its obligations under this Agreement and the Plan of Merger and to
consummate the transactions contemplated hereby and thereby. The execution,
delivery, and performance of this Agreement, and the consummation of the
transactions contemplated herein and therein, including the Merger, have been
duly and validly authorized by all necessary corporate action (including valid
authorization and adoption of this Agreement by RSB's duly constituted Board of
Directors) in respect thereof on the part of RSB, subject to the approval of
this Agreement and the Plan of Merger by the holders of the outstanding shares
of RSB Common Stock, which is the only shareholder vote required for approval
of this Agreement and the Plan of Merger and consummation of the Merger by RSB.
Subject to such requisite

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shareholder approval and regulatory approvals, and assuming due authorization,
execution and delivery of this Agreement and the Plan of Merger, this Agreement
and the Plan of Merger(which, for purposes of this sentence, shall not include
the Termination Fee Agreement) represent legal, valid, and binding obligations
of RSB, enforceable against RSB in accordance with their respective terms
(except in all cases as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, receivership, conservatorship,
moratorium, or similar Laws affecting the enforcement of creditors' rights
generally and except that the availability of the equitable remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceeding may be brought).

(b) Neither the execution and delivery of this
Agreement and the Plan of Merger (which, for purposes of clause (iii) of this
sentence, shall not include the Termination Fee Agreement) by RSB nor the
consummation by RSB of the transactions contemplated hereby or thereby, nor
compliance by RSB with any of the provisions hereof or thereof, will (i)
conflict with or result in a breach of any provision of RSB's Articles of
Incorporation or By-laws, or (ii) constitute or result in a Default under, or
require any Consent (excluding Consents required by Law or Order) pursuant to,
or result in the creation of any Lien on any material Asset of RSB or any RSB
Subsidiary under, any Contract or Permit of RSB or any RSB Subsidiary, except
for such Defaults, Liens and Consents, which, if not obtained or made, are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on RSB, or (iii) subject to receipt of the requisite Consents referred
to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to
RSB, its Subsidiaries or any of their respective material Assets.

(c) Other than in connection or compliance with
the provisions of the Securities Laws, applicable state corporate and
securities Laws, and rules of the NASD, and other than Consents required from
Regulatory Authorities, and other than notices to or filings with the Internal
Revenue Service or the Pension Benefit Guaranty Corporation with respect to any
employee benefit plans, or under the HSR Act, and other than Consents, filings,
or notifications which, if not obtained or made, are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on RSB, no
notice to, filing with, or Consent of, any public body or authority is
necessary for the consummation by RSB of the Merger and the consummation of the
other transactions contemplated in this Agreement and the Plan of Merger.

5.3 CAPITAL STOCK. The authorized capital stock of RSB
consists of 10,000,000 shares of RSB Common Stock, of which 4,989,624.86 shares
are issued and outstanding as of the date of this Agreement and not more than
5,030,237 shares will be issued and outstanding at the Effective Time. All of
the issued and outstanding shares of capital stock of RSB are duly and validly
issued and outstanding and are fully paid and nonassessable under the Florida
Banking Code. None of the outstanding shares of capital stock of RSB has been
issued in violation of any preemptive rights of the current or past
shareholders of RSB. RSB has reserved (i) 150,000 shares of RSB Common Stock
for issuance under the RSB Stock Plans, pursuant to which options to purchase
40,600 shares of RSB Common Stock are outstanding, and (ii) 12.14 shares of RSB

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Common Stock for issuance to holders of fractional shares of RSB Common Stock
pursuant to the RSB Fractional Redemption/Sale Program. Except as set forth in
Section 5.3 of the RSB Disclosure Memorandum, there are no shares of capital
stock or other equity securities of RSB outstanding and no outstanding Rights
relating to the capital stock of RSB.

5.4 RSB SUBSIDIARIES. RSB has disclosed in Section 5.4
of the RSB Disclosure Memorandum all of the RSB Subsidiaries that are
corporations (identifying their jurisdiction of incorporation) and all of the
RSB Subsidiaries that are general or limited partnerships or other
non-corporate entities (identifying the Law under which such entity is
organized, and the amount and nature of the ownership interest therein of RSB
Subsidiaries). RSB or one of its wholly-owned Subsidiaries owns all of the
issued and outstanding shares of capital stock (or other equity interests) of
each of the RSB Subsidiaries. No capital stock (or other equity interest) of
any RSB Subsidiary is or may become required to be issued (other than to
another RSB Subsidiary) by reason of any rights, and there are no Contracts by
which RSB or any of the RSB Subsidiaries is bound to issue (other than to RSB
or another of the RSB Subsidiaries) additional shares of its capital stock (or
other equity interests) or Rights or by which RSB or any of the RSB
Subsidiaries is or may be bound to transfer any shares of the capital stock (or
other equity interests) of any of RSB or any of the RSB Subsidiaries (other
than to RSB or any of the RSB Subsidiaries). Except as disclosed in the RSB
Disclosure Memorandum, there are no Contracts relating to the rights of RSB or
any RSB Subsidiary to vote or to dispose of any shares of the capital stock (or
other equity interests) of RSB or any RSB Subsidiary. All of the shares of
capital stock (or other equity interests) of each RSB Subsidiary held by RSB or
any RSB Subsidiary are fully paid and nonassessable (except pursuant to 12
U.S.C. Section 55 in the case of national banks and comparable, applicable
state law, if any, in the case of state depository institutions) under the
applicable corporation or similar Law of the jurisdiction in which such
Subsidiary is incorporated or organized and are owned by RSB or a RSB
Subsidiary free and clear of any Liens. Each RSB Subsidiary is either a bank,
partnership, limited liability corporation, or a corporation, and each such
Subsidiary is duly organized, validly existing, and (as to corporations) in
good standing under the Laws of the jurisdiction in which it is incorporated or
organized, and has the corporate power and authority necessary for it to own,
lease, and operate its Assets and to carry on its business as now conducted.
Each RSB Subsidiary is duly qualified or licensed to transact business as a
foreign corporation in good standing in the States of the United States and
foreign jurisdictions where the character of its Assets or the nature or
conduct of its business requires it to be so qualified or licensed, except for
such jurisdictions in which the failure to be so qualified or licensed is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on RSB. The minute book and other organizational documents (and all
amendments thereto) for RSB and each RSB Subsidiary that is a "Significant
Subsidiary" (as such term is defined in Regulation S-X promulgated under the
1934 Act) have been or will be made available to UPC for its review, and are
true and complete as in effect as of the date of this Agreement.

5.5 FINANCIAL STATEMENTS. RSB has disclosed in Section
5.5 of the RSB Disclosure Memorandum, and has delivered to UPC copies of, all
RSB Financial Statements

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prepared for periods ended prior to the date hereof and will deliver to UPC
copies of all RSB Financial Statements prepared subsequent to the date hereof.
The RSB Financial Statements (as of the dates thereof and for the periods
covered thereby) (i) are or, if dated after the date of this Agreement, will be
in accordance with the books and records of RSB or the RSB Subsidiaries, as the
case may be, which are or will be, as the case may be, complete and correct in
all material respects and which have been or will have been, as the case may be,
maintained in accordance with good business practices and (ii) present or will
present, as the case may be, fairly the consolidated financial position of RSB
and the RSB Subsidiaries as of the dates indicated and the consolidated results
of operations, changes in shareholders' equity, and cash flows of the RSB and
the RSB Subsidiaries for the periods indicated, in accordance with GAAP (subject
to any exceptions as to consistency specified therein or as may be indicated in
the notes thereto or, in the case of interim financial statements, to normal
recurring year-end adjustments which were not or are not expected to be material
in amount or effect).

5.6 ABSENCE OF UNDISCLOSED LIABILITIES. Neither RSB nor
any of the RSB Subsidiaries has any Liabilities that are reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on RSB,
except Liabilities which are accrued or reserved against in the unaudited
consolidated balance sheets of RSB as of June 30, 1998, included in the RSB
Financial Statements made available prior to the date of this Agreement or
reflected in the notes thereto. Except as disclosed in Section 5.6 of the RSB
Disclosure Memorandum, neither RSB nor any of the RSB Subsidiaries has incurred
or paid any Liability since June 30, 1998, except for such Liabilities incurred
or paid (i) in the ordinary course of business consistent with past business
practice or which are not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on RSB or (ii) in connection with the
transactions contemplated by this Agreement.

5.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since June 30,
1998, there have been no events, changes, or occurrences which have had, or are
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on RSB.

5.8 TAX MATTERS.

(a) All Tax Returns required to be filed by or on
behalf of RSB or any of the RSB Subsidiaries have been timely filed or requests
for extensions have been timely filed, granted, and have not expired for
periods ended on or before December 31, 1997, and on or before the date of the
most recent fiscal year end immediately preceding the Effective Time, and all
such Tax Returns filed are complete and accurate in all material respects. All
Taxes shown on filed Tax Returns have been paid. There is no audit examination
or refund Litigation with respect to any material Taxes, except as reserved
against in the RSB Financial Statements made available prior to the date of
this Agreement. All material Taxes and other material Liabilities due with
respect to completed and settled examinations or concluded Litigation have been
paid. There are

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no material Liens with respect to Taxes upon any of the Assets of RSB or any of
the RSB Subsidiaries.

(b) Neither RSB nor any of the RSB Subsidiaries
has executed an extension or waiver of any statute of limitations on the
assessment or collection of any Tax due (excluding such statutes that relate to
years currently under examination by the Internal Revenue Service or other
applicable taxing authorities) that is currently in effect.

(c) Adequate provision for any material Taxes due
or to become due for RSB or the RSB Subsidiaries for the period or periods
through and including the date of the respective RSB Financial Statements has
been made and is reflected on such RSB Financial Statements.

(d) Material deferred Taxes of RSB and the RSB
Subsidiaries have been provided for in accordance with GAAP.

(e) RSB and the RSB Subsidiaries are in material
compliance with, and their records contain all information and documents
(including properly completed IRS Forms W-9) necessary to comply in all
material respects with, all applicable information reporting and Tax
withholding requirements under federal, state, and local Tax Laws, and such
records identify with specificity all accounts subject to backup withholding
under Section 3406 of the Internal Revenue Code.

(f) Neither RSB nor any of the RSB Subsidiaries
has made any payments, is obligated to make any payments, or is a party to any
Contract that could obligate it to make any payments that would be disallowed
as a deduction under Section 280G or 162(m) of the Internal Revenue Code.

(g) There has not been an ownership change, as
defined in Internal Revenue Code Section 382(g), of RSB or any of the RSB
Subsidiaries that occurred during or after any Taxable Period in which RSB or
any of the RSB Subsidiaries incurred a net operating loss that carries over to
any Taxable Period ending after December 31, 1997, except in connection with
the transactions contemplated pursuant to this Agreement.

(h) Neither RSB nor any of the RSB Subsidiaries
is a party to any tax allocation or sharing agreement (except with one another)
and neither RSB nor any of the RSB Subsidiaries has been a member of an
affiliated group filing a consolidated federal income tax return (other than a
group the common parent of which was RSB) or has any material Liability for
taxes of any Person (other than RSB and the RSB Subsidiaries) under Treasury
Regulation Section 1.1502-6 (or any similar provision of state, local, or
foreign law) as a transferee or successor or by Contract or otherwise.

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5.9 ASSETS. Except as disclosed or reserved against in
the RSB Financial Statements made available prior to the date of this
Agreement, RSB and the RSB Subsidiaries have good and marketable title, free
and clear of all material Liens, to all of their respective Assets.
Substantially, all tangible properties used in the businesses of RSB and its
Subsidiaries are in good condition, reasonable wear and tear excepted, and are
usable in the ordinary course of business of RSB and its Subsidiaries. Except
as disclosed in the RSB Disclosure Memorandum, all Assets which are material to
RSB's business on a consolidated basis, held under leases or subleases by the
RSB or any of the RSB Subsidiaries, are held under valid Contracts enforceable
in accordance with their respective terms (except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
other Laws affecting the enforcement of creditors' rights generally and except
that the availability of the equitable remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any
proceedings may be brought), and each such Contract is in full force and
effect. RSB and the RSB Subsidiaries currently maintain insurance in amounts,
scope, and coverage which, in the reasonable opinion of management of RSB, are
adequate for the operations of RSB and the RSB Subsidiaries. Neither RSB nor
any of the RSB Subsidiaries has received notice from any insurance carrier that
(i) such insurance will be canceled or that coverage thereunder will be reduced
or eliminated, or (ii) premium costs with respect to such policies of insurance
will be substantially increased. There are presently no claims pending under
any such policies of insurance and no notices have been given by RSB or any of
the RSB Subsidiaries under such policies, except for claims in the ordinary
course of business.

5.10 INTELLECTUAL PROPERTY. Except as disclosed in the
RSB Disclosure Memorandum, all of the Intellectual Property rights of RSB and
the RSB Subsidiaries are in full force and effect and, if applicable,
constitute legal, valid, and binding obligations of the respective parties
thereto, and there have not been, and, to the Knowledge of RSB, there currently
are not, any Defaults thereunder by RSB or a RSB Subsidiary. RSB or a RSB
Subsidiary owns or is the valid licensee of all such Intellectual Property
rights free and clear of all Liens or claims of infringement. Neither RSB nor
any of the RSB Subsidiaries nor, to the Knowledge of RSB, their respective
predecessors has infringed the Intellectual Property rights of others and, to
the Knowledge of RSB, none of the Intellectual Property rights as used in the
business conducted by RSB or the RSB Subsidiaries infringes upon or otherwise
violates the rights of any Person, nor has any Person asserted a claim of such
infringement. Neither RSB nor the RSB Subsidiaries is obligated to pay any
royalties to any Person with respect to any such Intellectual Property. RSB or
a RSB Subsidiary owns or has the valid right to use all of the Intellectual
Property rights which it is presently using, or in connection with performance
of any material Contract to which it is a party. Except in the ordinary course
of business, no officer, director, or employee of RSB or the RSB Subsidiaries
is party to any Contract which requires such officer, director, or employee to
assign any interest in any Intellectual Property or keep confidential any trade
secrets, proprietary data, customer information, or other business information
or, which restricts or prohibits such officer, director, or employee from
engaging in activities competitive with any Person, including RSB or any of the
RSB Subsidiaries.

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5.11 ENVIRONMENTAL MATTERS.

(a) To the Knowledge of RSB, each of RSB and the
RSB Subsidiaries, its Participation Facilities, and its Operating Properties
are, and have been, in material compliance with all Environmental Laws, except
for violations which are not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on RSB.

(b) To the Knowledge of RSB, there is no
Litigation pending or threatened before any court or governmental agency in
which RSB, any of the RSB Subsidiaries or any of their respective Operating
Properties or Participation Facilities (or RSB in respect of such Operating
Property or Participation Facility) has been or, with respect to threatened
Litigation, may be named reasonably as a defendant (i) for alleged
noncompliance with any Environmental Law or (ii) relating to the release into
the environment of any Hazardous Material in violation of Environmental Laws,
whether or not occurring at, on, under, adjacent to, or affecting a site owned,
leased, or operated by RSB or any of the RSB Subsidiaries or any of their
respective Operating Properties or Participation Facilities, except for such
Litigation pending or threatened that is not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on RSB, nor, to the
Knowledge of RSB, is there any reasonable basis for any Litigation of a type
described in this sentence.

(c) During the period of (i) RSB's or any of the
RSB Subsidiaries' ownership or operation of any of their respective currently
owned real properties, (ii) RSB's or any of the RSB Subsidiaries' participation
in the management of any Participation Facility, or (iii) RSB's or any of the
RSB Subsidiaries' holding of a security interest in an Operating Property, to
the Knowledge of RSB, there have been no releases of Hazardous Material in
violation of Environmental Laws in, on, under, adjacent to, or affecting such
properties, except such as are not reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on RSB. Prior to the period of (i)
RSB's or any of the RSB Subsidiaries' ownership or operation of any of their
respective current properties, (ii) RSB's or any of the RSB Subsidiaries'
participation in the management of any Participation Facility, or (iii) RSB's
or any of the RSB Subsidiaries' holding of a security interest in an Operating
Property, to the Knowledge of RSB, there were no releases of Hazardous Material
in, on, under, or affecting any such property, Participation Facility or
Operating Property, except such as are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on RSB.

5.12 COMPLIANCE WITH LAWS. Each of RSB and the RSB
Subsidiaries has in effect all Permits necessary for it to own, lease, or
operate its material Assets and to carry on its business as now conducted,
except where the failure to hold such Permits would not be reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on RSB. To
the Knowledge of RSB, neither RSB nor any of the RSB Subsidiaries:

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(a) is in violation of any Laws, Orders, or
Permits applicable to its business or employees conducting its business, except
for such violations which would not be reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect on RSB; or

(b) has received any notification or
communication from any agency or department of federal, state, or local
government or any Regulatory Authority or the staff thereof (i) asserting that
RSB or any of the RSB Subsidiaries is not in compliance with any of the Laws or
Orders which such governmental authority or Regulatory Authority enforces,
except for such non-compliance which would not be reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on RSB, (ii)
threatening to revoke any Permits, or (iii) requiring RSB or any of the RSB
Subsidiaries to enter into or consent to the issuance of a cease and desist
order, formal agreement, directive, commitment, or memorandum of understanding,
or to adopt any Board resolution or similar undertaking, which restricts
materially the conduct of its business, or in any manner relates to its capital
adequacy, its credit or reserve policies, its management, or the payment of
dividends.

5.13 LABOR RELATIONS. Neither RSB nor any of the RSB
Subsidiaries is the subject of any Litigation asserting that RSB or any of the
RSB Subsidiaries has committed an unfair labor practice (within the meaning of
the National Labor Relations Act or comparable state law) or seeking to compel
RSB or any of the RSB Subsidiaries to bargain with any labor organization as to
wages or conditions of employment, nor is there any strike or other labor
dispute involving RSB or any of the RSB Subsidiaries, pending or threatened, or
to the Knowledge of RSB, is there any activity involving RSB's or any of the
RSB Subsidiaries' employees seeking to certify a collective bargaining unit or
engaging in any other organization activity.

5.14 EMPLOYEE BENEFIT PLANS.

(a) RSB has disclosed in Section 5.14 of the RSB
Disclosure Memorandum, and has delivered or made available to UPC prior to the
execution of this Agreement copies in each case of, all pension, retirement,
profit-sharing, deferred compensation, stock option, 401(k), cafeteria plan,
health benefits, employee stock ownership, severance pay, vacation, bonus, or
other incentive plan, all other written employee programs, arrangements, or
agreements, all medical, vision, dental, or other health plans, all life
insurance plans, and all other employee benefit plans or fringe benefit plans,
including "employee benefit plans" as that term is defined in Section 3(3) of
ERISA, currently adopted, maintained by, sponsored in whole or in part by, or
contributed to by RSB or the RSB Subsidiaries or ERISA Affiliate thereof for
the benefit of employees, retirees, dependents, spouses, directors, independent
contractors, or other beneficiaries of RSB or any RSB Subsidiary and under
which employees, retirees, dependents, spouses, directors, independent
contractors, or other beneficiaries of RSB or any RSB Subsidiary are eligible
to participate (collectively, the "RSB Benefit Plans"). Any of the RSB Benefit
Plans which is an "employee pension benefit plan," as that term is defined in
Section 3(2) of ERISA, is referred to herein as a "RSB ERISA Plan." Each RSB
ERISA Plan which is also a "defined benefit plan" (as defined in

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Section 414(j) of the Internal Revenue Code) is referred to herein as a "RSB
Pension Plan." No RSB Pension Plan is or has been a multiemployer plan within
the meaning of Section 3(37) of ERISA.

(b) All RSB Benefit Plans are in compliance with
the applicable terms of ERISA, the Internal Revenue Code, and any other
applicable Laws except to the extent that any failure to comply is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on RSB. Each RSB ERISA Plan that is intended to be qualified under
Section 401(a) of the Internal Revenue Code has either received a favorable
determination letter from the Internal Revenue Service (and RSB is not aware of
any circumstances likely to result in revocation of any such favorable
determination letter) or timely application has been made therefor. To the
knowledge of RSB, neither RSB nor any of the RSB Subsidiaries has engaged in a
transaction with respect to any RSB Benefit Plan that, assuming the taxable
period of such transaction expired as of the date hereof, would subject RSB or
any RSB Subsidiary to a material Tax imposed by either Section 4975 of the
Internal Revenue Code or Section 502(i) of ERISA.

(c) No RSB Pension Plan has any "underfunded
current liability" as that term is defined in Section 302(d)(8)(A) of ERISA and
the fair market value of the assets of any such plan exceeds the plan's
"benefit liabilities," as that term is defined in Section 4001(a)(16) of ERISA,
when determined under actuarial factors that would apply if the plan terminated
in accordance with all applicable legal requirements. Since the date of the
most recent actuarial valuation, there has been (i) no material change in the
financial position of any RSB Pension Plan, (ii) no change in the actuarial
assumptions with respect to any RSB Pension Plan, and (iii) no increase in
benefits under any RSB Pension Plan as a result of plan amendments or changes
in applicable Law which is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on RSB or materially adversely affect the
funding status of any such plan. Neither any RSB Pension Plan nor any
"single-employer plan," within the meaning of Section 4001(a)(15) of ERISA,
currently or formerly maintained by RSB or any of the RSB Subsidiaries, or the
single-employer plan of any entity which is considered one employer with RSB
under Section 4001 of ERISA or Section 414 of the Internal Revenue Code or
Section 302 of ERISA (whether or not waived) (an "ERISA Affiliate") has an
"accumulated funding deficiency" within the meaning of Section 412 of the
Internal Revenue Code or Section 302 of ERISA. Neither RSB nor any of the RSB
Subsidiaries has provided, or, to RSB's knowledge, is required to provide,
security to a RSB Pension Plan or to any single-employer plan of an ERISA
Affiliate pursuant to Section 401(a)(29) of the Internal Revenue Code.

(d) Within the six-year period preceding the
Effective Time, no material Liability under Subtitle C or D of Title IV of
ERISA has been incurred by RSB or any of the RSB Subsidiaries with respect to
any current, frozen, or terminated single-employer plan or the single-employer
plan of any ERISA Affiliate. Neither RSB nor any of the RSB Subsidiaries has
incurred any material withdrawal Liability with respect to a multiemployer plan
under Subtitle E of Title IV of ERISA (regardless of whether based on
contributions of an ERISA Affiliate).

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No notice of a "reportable event," within the meaning of Section 4043 of ERISA
for which the 30-day reporting requirement has not been waived, has been
required to be filed for any RSB Pension Plan or by any ERISA Affiliate within
the 12-month period ending on the date hereof.

(e) Neither RSB nor any of the RSB Subsidiaries
has any material Liability for retiree health and life benefits under any of
the RSB Benefit Plans.

(f) Except as disclosed in the RSB Disclosure
Memorandum, neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (i) result in any
payment (including severance, unemployment compensation or golden parachute)
becoming due to any director or any employee of RSB or any of the RSB
Subsidiaries from RSB or any of the RSB Subsidiaries under any RSB Benefit
Plan, (ii) materially increase any benefits otherwise payable under any RSB
Benefit Plan, or (iii) result in any acceleration of the time of payment or
vesting of any such benefit.

(g) The actuarial present values of all accrued
deferred compensation entitlements (including entitlements under any executive
compensation, supplemental retirement, or employment agreement) of employees
and former employees of any RSB Subsidiary and their respective beneficiaries,
other than entitlements accrued pursuant to funded retirement plans subject to
the provisions of Section 412 of the Internal Revenue Code or Section 302 of
ERISA, have been fully reflected on the RSB Financial Statements to the extent
required by and in accordance with GAAP.

(h) The RSB Stock Plans were adopted for
legitimate business purposes related to providing fair compensation to its
directors and officers and were not adopted in contemplation of RSB's engaging
in a merger or other acquisition transaction resulting in a change in control
of RSB.

5.15 MATERIAL CONTRACTS. Except as disclosed in Section
5.15 of the RSB Disclosure Memorandum, neither RSB, the RSB Subsidiaries, nor
any of their respective Assets, businesses, or operations, is a party to, or is
bound or affected by, or receives benefits under, (i) any employment,
severance, termination, consulting, or retirement Contract providing for
aggregate payments to any Person in any calendar year in excess of $75,000,
(ii) any Contract relating to the borrowing of money by RSB or any of the RSB
Subsidiaries or the guarantee by RSB or any of the RSB Subsidiaries of any such
obligation (other than Contracts evidencing deposit liabilities, purchases of
federal funds, fully-secured repurchase agreements, trade payables, and
Contracts relating to borrowings or guarantees made in the ordinary course of
business), (iii) any Contracts which prohibit or restrict RSB or any of the RSB
Subsidiaries from engaging in any business activities in any geographic area,
line of business, or otherwise in competition with any other Person, (iv) any
other Contract or amendment thereto that would be required to be filed as an
exhibit to a Form 10-K filed by RSB with the Securities and Exchange Commission
(the "SEC") as of the date of this Agreement if RSB were required to file a
Form 10-K with the SEC

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(together with all Contracts referred to in Section 5.9 and 5.14(a) of this
Agreement, the "RSB Contracts"). With respect to each RSB Contract: (i) the
Contract is in full force and effect; (ii) neither RSB nor any RSB Subsidiary
is in material Default thereunder; (iii) neither RSB nor its Subsidiaries has
repudiated or waived any material provision of any such Contract; and (iv) no
other party to any such Contract is, to the Knowledge of RSB, in material
Default in any respect or has repudiated or waived any material provision
thereunder.

5.16 LEGAL PROCEEDINGS. Except as disclosed in the RSB
Disclosure Memorandum, there is no Litigation instituted or pending, or, to the
Knowledge of RSB, threatened (or unasserted but considered probable of
assertion and which if asserted would have at least a reasonable probability of
an unfavorable outcome) against RSB or any of the RSB Subsidiaries, or against
any Asset, employee benefit plan, interest, or right of any of them, that is
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on RSB, nor are there any Orders of any Regulatory Authorities, other
governmental authorities, or arbitrators outstanding against RSB or any of the
RSB Subsidiaries. Section 5.16 of the RSB Disclosure Memorandum includes a
summary report of all material Litigation as of the date of this Agreement to
which RSB or any RSB Subsidiary is a party and which names RSB or a RSB
Subsidiary as a defendant or cross-defendant.

5.17 REPORTS. Since January 1, 1995, or the applicable
date of organization if later, RSB and each RSB Subsidiary has timely filed all
reports and statements, together with any amendments required to be made with
respect thereto, that it was required to file with Regulatory Authorities, and
any applicable state securities or banking authorities, except failures to file
which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on RSB. As of its respective date (or, if amended or
superseded by a filing prior to the date of this Agreement, then on the date of
such filing), each of such reports and documents, including the financial
statements, exhibits, and schedules thereto, complied in all material respects
with all applicable Laws. None of the RSB Companies is required to file any
SEC Documents.

5.18 STATEMENTS TRUE AND CORRECT. None of the information
supplied or to be supplied by RSB for inclusion in the Registration Statement
to be filed by UPC with the SEC will, when the Registration Statement becomes
effective, be false or misleading with respect to any material fact, or omit to
state any material fact necessary to make the statements, in light of the
circumstances under which they were made, therein not misleading. None of the
information supplied or to be supplied by RSB for inclusion in the Proxy
Statement to be mailed to RSB's shareholders in connection with the
Shareholders' Meeting, and any other documents to be filed by RSB with the SEC
or any other Regulatory Authority in connection with the transactions
contemplated hereby, will, at the respective time such documents are filed, and
with respect to the Proxy Statement, when first mailed to the shareholders of
RSB, be false or misleading with respect to any material fact, or omit to state
any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or, in the case of
the Proxy Statement or any amendment thereof or supplement thereto, at the time
of the

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Shareholders' Meeting, be false or misleading with respect to any material
fact, or omit to state any material fact necessary to correct any statement in
any earlier communication with respect to the solicitation of any proxy for the
Shareholders' Meeting. All documents that RSB or the RSB Subsidiaries are
responsible for filing with any Regulatory Authority in connection with the
transactions contemplated hereby will comply as to form in all material
respects with the provisions of applicable Law.

5.19 ACCOUNTING, TAX, AND REGULATORY MATTERS. Neither RSB
nor any of the RSB Subsidiaries has taken any action or has any Knowledge of
any fact or circumstance relating to RSB nor has RSB or any RSB Subsidiary been
advised by RSB's independent accountants of any facts or circumstances that are
reasonably likely to (i) prevent the transactions contemplated hereby,
including the Merger, from qualifying for pooling-of-interests accounting
treatment or as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code, or (ii) materially impede or delay receipt of any
Consents of Regulatory Authorities referred to in Section 9.1(b) of this
Agreement.

5.20 STATE TAKEOVER LAWS. RSB has taken or will take
prior to the Effective Time, all necessary action to exempt the transactions
contemplated by this Agreement from any applicable "moratorium," "fair price,"
"business combination," "control share," or other anti-takeover laws
(collectively, "Takeover Laws"), including Sections 607.0901 and 607.0902 of
the FBCA.

5.21 ARTICLES PROVISIONS. RSB has taken or will take
prior to the Effective Time, all action so that the entering into of this
Agreement and the Plan of Merger and the consummation of the Merger and the
other transactions contemplated by this Agreement and the Plan of Merger do not
and will not result in the grant of any rights to any Person under the Articles
of Incorporation, By-laws or other governing instruments of RSB or any RSB
Subsidiary or restrict or impair the ability of UPC or any of the UPC
Subsidiaries to vote, or otherwise to exercise the rights of a shareholder with
respect to, shares of RSB or any RSB Subsidiary.

5.22 DERIVATIVES. All interest rate swaps, caps, floors,
option agreements, futures and forward contracts, and other similar risk
management arrangements, whether entered into for RSB's own account, or for the
account of one or more the RSB Subsidiaries or their customers, were entered
into (i) in accordance with prudent business practices and all applicable Laws,
and (ii) with counterparties believed to be financially responsible.

5.23 YEAR 2000. RSB has disclosed to UPC a complete and
accurate copy of RSB's plan, including an estimate of the anticipated
associated costs, for implementing modifications to RSB's hardware, software,
and computer systems, chips, and microprocessors, to ensure proper execution
and accurate processing of all date-related data, whether from years in the
same century or in different centuries. Between the date of this Agreement and
the Effective Time, RSB shall endeavor to continue its efforts to implement
such plan.

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ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF UPC

UPC hereby represents and warrants to RSB as follows:

6.1 ORGANIZATION, STANDING AND POWER. UPC is a
corporation duly organized, validly existing, and in good standing under the
Laws of the State of Tennessee, and has the corporate power and authority to
carry on its business as now conducted and to own, lease and operate its
material Assets. UPC is duly qualified or licensed to transact business as a
foreign corporation in good standing in the States of the United States and
foreign jurisdictions where the character of its Assets or the nature or
conduct of its business requires it to be so qualified or licensed, except for
such jurisdictions in which the failure to be so qualified or licensed is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on UPC.

6.2 AUTHORITY; NO BREACH BY AGREEMENT.

(a) UPC has the corporate power and authority
necessary to execute, deliver and perform its obligations under this Agreement
and to consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated herein, including the Merger, have been duly and
validly authorized by all necessary corporate action (including valid
authorization and adoption of this Agreement by UPC's duly constituted Board of
Directors) in respect thereof on the part of UPC. Assuming due authorization,
execution and delivery of this Agreement by RSB, this Agreement (which, for
purposes of this sentence, shall not include the Termination Fee Agreement)
represents a legal, valid, and binding obligation of UPC, enforceable against
UPC in accordance with its terms (except in all cases as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar Laws affecting the enforcement of creditors' rights
generally and except that the availability of the equitable remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceeding may be brought).

(b) Neither the execution and delivery of this
Agreement (which, for purposes of clause (iii) of this sentence, shall not
include the Termination Fee Agreement) by UPC, nor the compliance by UPC with
any of the provisions hereof, will (i) conflict with or result in a breach of
any provision of UPC's Restated Charter of Incorporation or By-laws (subject to
the amendment of the UPC's Restated Charter of Incorporation to increase the
number of authorized shares of UPC Common Stock), or (ii) constitute or result
in a Default under, or require any Consent (excluding Consents required by Law
or Order) pursuant to, or result in the creation of any Lien on any material
Asset of UPC or any UPC Subsidiary under, any Contract or Permit of UPC or any
UPC Subsidiary, except for such Defaults, Liens and Consents, which, if not
obtained or made, are not reasonably likely to have, individually or in the
aggregate, a Material Adverse

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Effect on UPC, or (iii) subject to receipt of the requisite approvals referred
to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to
UPC or any UPC Subsidiary or any of their respective material Assets.

(c) Other than in connection or compliance with
the provisions of the Securities Laws, applicable state corporate and
securities Laws, and rules of the NYSE, and other than Consents required from
Regulatory Authorities, and other than notices to or filings with the Internal
Revenue Service or the Pension Benefit Guaranty Corporation with respect to any
employee benefit plans, or under the HSR Act, and other than Consents, filings,
or notifications which, if not obtained or made, are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on UPC, no
notice to, filing with, or Consent of, any public body or authority is
necessary for the consummation by UPC of the Merger and the other transactions
contemplated in this Agreement.

6.3 CAPITAL STOCK. The authorized capital stock of UPC
consists of (i) 300,000,000 shares of UPC Common Stock, of which 84,970,899
shares are issued and outstanding as of May 31, 1998, and (ii) 10,000,000
shares of UPC Preferred Stock, of which 1,156,231 shares of UPC Series E
Preferred Stock are issued and outstanding. All of the issued and outstanding
shares of UPC Capital Stock are, and all of the shares of UPC Common Stock to
be issued in exchange for shares of RSB Common Stock upon consummation of the
Merger in exchange for shares of RSB Common Stock upon consummation of the
Merger when issued in accordance with the terms of this Agreement, will be,
duly and validly issued and outstanding and fully paid and nonassessable under
the TBCA. None of the outstanding shares of UPC Capital Stock has been, and
none of the shares of UPC Common Stock to be issued in exchange for shares of
RSB Common Stock upon consummation of the Merger will be, issued in violation
of any preemptive rights of the current or past shareholders of UPC.

6.4 UPC SUBSIDIARIES. Except with respect to Capital
Factors, Inc., UPC or one of its wholly-owned Subsidiaries owns all of the
issued and outstanding shares of capital stock (or other equity interests) of
each of the UPC Subsidiaries. No capital stock (or other equity interest) of
any UPC Subsidiary is or may become required to be issued (other than to
another UPC Subsidiary) by reason of any rights, and there are no Contracts by
which the UPC or any of the UPC Subsidiaries are bound to issue (other than to
UPC or any of the UPC Subsidiaries) additional shares of its capital stock (or
other equity interests) or Rights or by which UPC or any of the UPC
Subsidiaries are or may be bound to transfer any shares of the capital stock
(or other equity interests) of any of UPC or any of the UPC Subsidiaries (other
than to UPC or any of the UPC Subsidiaries). There are no Contracts relating
to the rights of UPC or any UPC Subsidiary to vote or to dispose of any shares
of the capital stock (or other equity interests) of UPC or any of the UPC
Subsidiaries. All of the shares of capital stock (or other equity interests)
of each UPC Subsidiary held by UPC or any UPC Subsidiary are fully paid and
nonassessable (except pursuant to 12 U.S.C. Section 55 in the case of national
banks and comparable, applicable state Law, if any, in the case of state
depository institutions) under the applicable corporation or similar Law of

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the jurisdiction in which such Subsidiary is incorporated or organized and are
owned by UPC or a UPC Subsidiary free and clear of any Liens. Each UPC
Subsidiary is either a bank, a savings association, partnership, limited
liability corporation, or a corporation, and each such Subsidiary is duly
organized, validly existing, and (as to corporations) in good standing under
the Laws of the jurisdiction in which it is incorporated or organized, and has
the corporate power and authority necessary for it to own, lease, and operate
its Assets and to carry on its business as now conducted. Each UPC Subsidiary
is duly qualified or licensed to transact business as a foreign corporation in
good standing in the States of the United States and foreign jurisdictions
where the character of its Assets or the nature or conduct of its business
requires it to be so qualified or licensed, except for such jurisdictions in
which the failure to be so qualified or licensed is not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on UPC. The
minute book and other organizational documents (and all amendments thereto) for
each of UPC and each UPC Subsidiary that is a Significant Subsidiary have been
made available to RSB for its review, and are true and complete as in effect as
of the date of this Agreement.

6.5 FINANCIAL STATEMENTS. Each of the UPC Financial
Statements (including, in each case, any related notes) contained in the UPC
SEC Reports, including any UPC SEC Reports filed after the date of this
Agreement until the Effective Time, complied, or will comply, as to form in all
material respects with the applicable published rules and regulations of the
SEC with respect thereto, was prepared, or will be prepared, in accordance with
GAAP applied on a consistent basis throughout the periods involved (except as
may be indicated in the notes to such financial statements or, in the case of
unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly
presented, or will fairly present, in all material respects the consolidated
financial position of UPC and the UPC Subsidiaries as at the respective dates
and the consolidated results of its operations and cash flows for the periods
indicated, in accordance with GAAP except that the unaudited interim financial
statements were or are subject to normal and recurring year-end adjustments
which were not or are not expected to be material in amount or effect.

6.6 ABSENCE OF UNDISCLOSED LIABILITIES. Neither UPC nor
any of the UPC Subsidiaries has any Liabilities that are reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on UPC,
except Liabilities which are accrued or reserved against in the consolidated
balance sheets of UPC as of March 31, 1998, included in the UPC Financial
Statements made available prior to the date of this Agreement or reflected in
the notes thereto. Neither UPC nor any of the UPC Subsidiaries has incurred or
paid any Liability since March 31, 1998, except for such Liabilities incurred
or paid (i) in the ordinary course of business consistent with past business
practice or which are not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on UPC or (ii) in connection with the
transaction contemplated by this Agreement.

6.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since March
31, 1998, except as disclosed in the UPC SEC Reports made available prior to
the date of this Agreement, there

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have been no events, changes, or occurrences which have had, or are reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
UPC.

6.8 TAX MATTERS.

(a) All material Tax Returns required to be filed
by or on behalf of UPC or any of the UPC Subsidiaries have been timely filed or
requests for extensions have been timely filed, granted, and have not expired
for periods ended on or before December 31, 1997, and on or before the date of
the most recent fiscal year end immediately preceding the Effective Time, and
all such Tax Returns filed are complete and accurate in all material respects.
All Taxes shown on filed Tax Returns have been paid. There is no audit
examination, or refund Litigation with respect to any material Taxes, except as
reserved against the UPC Financial Statements delivered prior to the date of
this Agreement. All material Taxes and other material Liabilities due with
respect to completed and settled examinations or concluded Litigation have been
paid. There are no material Liens with respect to Taxes upon any of the Assets
of UPC or any of the UPC Subsidiaries.

(b) Adequate provision for any material Taxes due
or to become due for UPC or any of the UPC Subsidiaries for the period or
periods through and including the date of the respective UPC Financial
Statements has been made and is reflected on such UPC Financial Statements.

6.9 ENVIRONMENTAL MATTERS.

(a) To the Knowledge of UPC, each of UPC and the
UPC Subsidiaries, its Participation Facilities, and its Operating Properties
are, and have been, in compliance with all Environmental Laws, except for
violations which are not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on UPC.

(b) To the Knowledge of UPC, there is no
Litigation pending or threatened before any court, governmental agency, or
authority or other forum in which UPC or any of the UPC Subsidiaries or any of
their respective Operating Properties or Participation Facilities (or UPC in
respect of such Operating Property or Participation Facility) has been or, with
respect to threatened Litigation, may be named as a defendant (i) for alleged
noncompliance (including by any predecessor) with any Environmental Law or (ii)
relating to the release into the environment of any Hazardous Material, whether
or not occurring at, on, under, adjacent to, or affecting (or potentially
affecting) a site owned, leased, or operated by UPC or any of the UPC
Subsidiaries or any of their respective Operating Properties or Participation
Facilities, except for such Litigation pending or threatened that is not
reasonably likely to have, individually or in the

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aggregate, a Material Adverse Effect on UPC, nor, to the knowledge of UPC, is
there any reasonable basis for any Litigation of a type described in this
sentence.

(c) During the period of (i) UPC's or any of the
UPC Subsidiaries' ownership or operation of any of their respective current
properties, (ii) any UPC's or any of the UPC Subsidiaries' participation in the
management of any Participation Facility, or (iii) UPC's or any of the UPC
Subsidiaries' holding of a security interest in an Operating Property, to the
Knowledge of UPC, there have been no releases of Hazardous Material in, on,
under, adjacent to, or affecting (or potentially affecting) such properties,
except such as are not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on UPC. Prior to the period of (i) UPC's
or any of UPC Subsidiaries' ownership or operation of any of their respective
current properties, (ii) UPC's or any of UPC Subsidiaries' participation in
the management of any Participation Facility, or (iii) UPC or any of UPC
Subsidiaries' holding of a security interest in an Operating Property, to the
Knowledge of UPC, there were no releases of Hazardous Material in, on, under,
or affecting any such property, Participation Facility or Operating Property,
except such as are not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on UPC.

6.10 COMPLIANCE WITH LAWS. UPC is duly registered as a
bank holding company under the BHC Act. Each of UPC and the UPC Subsidiaries
has in effect all Permits necessary for it to own, lease, or operate its
material Assets and to carry on its business as now conducted, except where the
failure to hold such permits would not be reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on UPC. Neither
UPC nor any of the UPC Subsidiaries:

(a) is in violation of any Laws, Orders, or
Permits applicable to its business or employees conducting its business, except
for such violations which would not be reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect on UPC; or

(b) has received any notification or
communication from any agency or department of federal, state, or local
government or any Regulatory Authority or the staff thereof (i) asserting that
UPC or any UPC Subsidiary is not in compliance with any of the Laws or Orders
which such governmental authority or Regulatory Authority enforces, except for
such non-compliance which would not be reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect on UPC, (ii) threatening to
revoke any Permits, or (iii) requiring UPC or any UPC Subsidiary to enter into
or consent to the issuance of a cease and desist order, formal agreement,
directive, commitment or memorandum of understanding, or to adopt any Board
resolution or similar undertaking, which restricts materially the conduct of
its business, or in any manner relates to its capital adequacy, its credit or
reserve policies, its management, or the payment of dividends.

6.11 LABOR RELATIONS. Neither UPC nor any of the UPC
Subsidiaries is the subject of any Litigation asserting that UPC or any of the
UPC Subsidiaries has committed an unfair labor practice (within the meaning of
the National Labor Relations Act or comparable state

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law) or seeking to compel UPC or any of the UPC Subsidiaries to bargain with
any labor organization as to wages or conditions of employment, nor is there
any strike or other labor dispute involving UPC or any of the UPC Subsidiaries,
pending or threatened, or to the Knowledge of UPC, is there any activity
involving UPC's or any of the UPC Subsidiaries' employees seeking to certify a
collective bargaining unit or engaging in any other organization activity.

6.12 LEGAL PROCEEDINGS. There is no Litigation instituted
or pending, or, to the Knowledge of UPC, threatened (or unasserted but
considered probable of assertion and which if asserted would have at least a
reasonable probability of an unfavorable outcome) against UPC or any UPC
Subsidiary, or against any Asset, employee benefit plan, interest, or right of
any of them, that is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on UPC, nor are there any Orders of any
Regulatory Authorities, other governmental authorities, or arbitrators
outstanding against UPC or any UPC Subsidiary.

6.13 REPORTS. Since January 1, 1995, or the applicable
date of organization if later, UPC and each UPC Subsidiary has filed all
reports and statements, together with any amendments required to be made with
respect thereto, that it was required to file with (i) the SEC, including, but
not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements, and
registration statements filed pursuant to the 1933 Act (the "UPC SEC Reports"),
(ii) other Regulatory Authorities, and (iii) any applicable state securities or
banking authorities, except failures to file which are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on UPC. As
of its respective date (or, if amended or superseded by a filing prior to the
date of this Agreement, then on the date of such filing), each of such reports
and documents, including, the financial statements, exhibits, and schedules
thereto complied in all material respects with all applicable Laws. As of its
respective date, each UPC SEC Report did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading. Except for UPC Subsidiaries that
are registered as a broker, dealer, or investment advisor, no UPC Subsidiary
is required to file any SEC Documents.

6.14 STATEMENTS TRUE AND CORRECT. None of the information
supplied or to be supplied by UPC for inclusion in the Registration Statement
to be filed by UPC with the SEC, will, when the Registration Statement becomes
effective, be false or misleading with respect to any material fact, or omit to
state any material fact necessary to make the statements therein not
misleading. None of the information supplied or to be supplied by UPC for
inclusion in the Proxy Statement to be mailed to RSB's shareholders in
connection with the Shareholders' Meeting, and any other documents to be filed
by UPC or any UPC Subsidiary with the SEC or any other Regulatory Authority in
connection with the transactions contemplated hereby, will, at the respective
time such documents are filed, and with respect to the Proxy Statement, when
first mailed to the shareholders of RSB, be false or misleading with respect to
any material fact, or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which

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they were made, not misleading, or, in the case of the Proxy Statement or any
amendment thereof or supplement thereto, at the time of the Shareholders'
Meeting, be false or misleading with respect to any material fact, or omit to
state any material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of any proxy for the
Shareholders' Meeting. All documents that UPC or any UPC Subsidiary is
responsible for filing with any Regulatory Authority in connection with the
transactions contemplated hereby will comply as to form in all material
respects with the provisions of applicable Law.

6.15 ACCOUNTING, TAX, AND REGULATORY MATTERS. Neither UPC
or any UPC Subsidiary has taken any action or has any Knowledge of any fact or
circumstance relating to UPC or RSB, nor has UPC or any UPC Subsidiary been
advised by UPC's independent accountants of any fact or circumstance relating
to UPC, that is reasonably likely to (i) prevent the transactions contemplated
hereby, including the Merger, from qualifying for pooling-of-interests
accounting treatment or as a reorganization within the meaning of Section
368(a) of the Internal Revenue Code, or (ii) materially impede or delay receipt
of any Consents of Regulatory Authorities referred to in Section 9.1(b) of this
Agreement.

6.16 MATTERS RELATING TO UPBNA. UPBNA is a national
banking association duly organized under the Laws of the United States, and has
the corporate power and authority to carry on its business as contemplated by
this Agreement and the Plan of Merger and to own, lease, and operate its
Material Assets. UPBNA has the corporate power and authority necessary to
execute, deliver, and perform its obligations under this Agreement and the Plan
of Merger and to consummate the transactions contemplated hereby and thereby.
The execution, delivery, and performance of the Plan of Merger and the
consummation of the transactions contemplated therein, including the Merger,
will be duly and validly authorized by all necessary corporate action in
respect thereof on the part of UPBNA, subject to the approval of the Plan of
Merger by UPHC as the sole shareholder of UPBNA, which is the only shareholder
vote required for approval of the Plan of Merger, and the consummation of the
Merger by UPBNA.

ARTICLE 7
CONDUCT OF BUSINESS PENDING CONSUMMATION

7.1 AFFIRMATIVE COVENANTS OF RSB. Unless the prior
written consent of UPC shall have been obtained, and except as otherwise
expressly contemplated herein, RSB shall and shall cause each of the RSB
Subsidiaries to (i) operate its business only in the usual, regular, and
ordinary course, (ii) use reasonable efforts to preserve intact its business
organization and Assets and maintain its rights and franchises, and (iii) take
no action which would (a) materially adversely affect the ability of any Party
to obtain any Consents required for the transactions contemplated hereby or
prevent the transactions contemplated hereby, including the Merger, from
qualifying for pooling-of-interests accounting treatment or as a reorganization
within the meaning of

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Section 368(a) of the Internal Revenue Code, or (b) materially adversely
affect the ability of any Party to perform its covenants and agreements under
this Agreement and the Plan of Merger.

7.2 NEGATIVE COVENANTS OF RSB. Except as specifically
permitted by this Agreement, from the date of this Agreement until the earlier
of the Effective Time or the termination of this Agreement, RSB covenants and
agrees that RSB will not do or agree or commit to do, or permit any of the RSB
Subsidiaries to do or agree or commit to do, any of the following without the
prior written consent of the chief executive officer, president, or chief
financial officer of UPC, which consent shall not be unreasonably withheld:

(a) amend the Articles of Incorporation, By-laws,
or other governing instruments of RSB or any RSB Subsidiary; or

(b) incur any additional debt obligation for
borrowed money (other than indebtedness of RSB or the RSB Subsidiaries to each
other) in excess of an aggregate of $500,000 (for RSB and the RSB Subsidiaries
on a consolidated basis) except in the ordinary course of the business of RSB
and the RSB Subsidiaries consistent with past practices (which shall include
creation of deposit liabilities, purchases of federal funds, bankers'
acceptances, advances from the Federal Reserve Bank or Federal Home Loan Bank,
and entry into repurchase agreements fully secured by U.S. government or agency
securities), or impose, or suffer the imposition, on any material Asset of RSB
or any of the RSB Subsidiaries of any material Lien or permit any such Lien to
exist (other than in connection with deposits, repurchase agreements, bankers
acceptances, "treasury tax and loan" accounts established in the ordinary
course of business, the satisfaction of legal requirements in the exercise of
trust-powers, and Liens in effect as of the date hereof that are disclosed in
the RSB Disclosure Memorandum); or

(c) repurchase, redeem, or otherwise acquire or
exchange (other than exchanges in the ordinary course under employee benefit
plans and other then as a result of the exercise of dissenters' rights of
appraisal by shareholders of RSB), directly or indirectly, any shares, or any
securities convertible into any shares, of the capital stock of RSB or any of
the RSB Subsidiaries, or declare or pay any dividend or make any other
distribution in respect of RSB's capital stock, with the exception that RSB
may, but shall not be obligated to, pay quarterly cash dividends after January
1, 1999, with the same payment and record dates as those established by UPC for
the payment of quarterly cash dividends on UPC Common Stock, in an amount per
share equal to the product obtained by multiplying (i) the quotient obtained by
dividing (a) $169 million divided by the number of shares of RSB Common Stock
issued and outstanding on the record date for determining the shareholders
entitled to such dividend (the "Dividend Record Date") by (b) the closing price
of UPC Common Stock on the Dividend Record Date and rounded to the nearest
thousandth by (ii) the amount of the dividend to be paid by UPC to the holders
of UPC Common Stock (the "UPC Dividend Payment"); provided, however, (x) in the
event the closing price for UPC Common Stock on the Dividend Record Date shall
be greater than $59.00, then the amount per share of such dividend shall be .574
multiplied by the UPC Dividend Payment and (y) in the event

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the closing price for UPC Common Stock on the Dividend Record Date shall be less
than $53.00, then the amount of such dividend shall be .639 multiplied by the
UPC Dividend Payment; or

(d) except as contemplated by this Agreement,
issue, sell, pledge, encumber, authorize the issuance of, enter into any
Contract to issue, sell, pledge, encumber, or authorize the issuance of, or
otherwise permit to become outstanding, any additional shares of its common
stock or any other capital stock, or any stock appreciation rights, or any
option, warrant, conversion, or other right to acquire any such stock, or any
security convertible into any such stock; or

(e) adjust, split, combine or reclassify any
capital stock of RSB or any of the RSB Subsidiaries or issue or authorize the
issuance of any other securities in respect of or in substitution for shares of
RSB Common Stock, or sell, lease, mortgage or otherwise dispose of or otherwise
encumber any shares of capital stock of any RSB Subsidiary (unless any such
shares of stock are sold or otherwise transferred to another RSB Subsidiary) or
any Asset having a book value in excess of $250,000 other than in the ordinary
course of business for reasonable and adequate consideration; or

(f) except for purchases of investment securities
acquired in the ordinary course of business consistent with past practice,
purchase any securities or make any material investment, either by purchase of
stock or securities, contributions to capital, Asset transfers, or purchase of
any Assets, in any Person other than a wholly-owned Subsidiary of RSB, or
otherwise acquire direct or indirect control over any Person, other than in
connection with (i) foreclosures in the ordinary course of business, (ii)
acquisitions of control by a depository institution Subsidiary in its fiduciary
capacity, or (iii) the creation of new wholly-owned Subsidiaries organized to
conduct or continue activities otherwise permitted by this Agreement; or

(g) grant any increase in compensation or
benefits to the employees or officers of RSB or the RSB Subsidiaries, except as
set forth in the RSB Disclosure Memorandum or in the ordinary course of
business consistent with past practice and disclosed in Section 7.2(g) of the
RSB Disclosure Memorandum or as required by Law; pay any severance or
termination pay or any bonus other than pursuant to written policies or written
Contracts in effect on the date of this Agreement and disclosed in Section
7.2(g) of the RSB Disclosure Memorandum; enter into or amend any severance
agreements with officers of RSB or the RSB Subsidiaries; grant any material
increase in fees or other increases in compensation or other benefits to
directors of RSB or the RSB Subsidiaries; or voluntarily accelerate the vesting
of any stock options or other stock-based compensation or employee benefits
(other than the acceleration of vesting which occurs under a benefit plan upon
a change of control of RSB); or

(h) enter into or amend any employment Contract
between RSB or the RSB Subsidiaries and any Person (unless such amendment is
required by Law) that RSB does not have the unconditional right to terminate
without Liability (other than Liability for services already rendered), at any
time on or after the Effective Time; or

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(i) adopt any new employee benefit plan of RSB or
the RSB Subsidiaries or terminate or withdraw from, or make any material change
in or to, any existing employee benefit plans of RSB or the RSB Subsidiaries
other than any such change that is required by Law or that, in the opinion of
counsel, is necessary or advisable to maintain the tax qualified status of any
such plan, or make any distributions from such employee benefit plans, except
as required by Law, the terms of such plans or consistent with past practices;
or

(j) make any material change in any Tax or
accounting methods or systems of internal accounting controls, except as may be
appropriate to conform to changes in Tax Laws or regulatory accounting
requirements or GAAP; or

(k) commence any Litigation other than in
accordance with past practice, settle any Litigation involving any Liability of
RSB or the RSB Subsidiaries for material money damages or restrictions upon the
operations of RSB or the RSB Subsidiaries; or

(l) except in the ordinary course consistent with
past practice, enter into, modify, amend, or terminate any material Contract
(excluding any loan Contract) or waive, release, compromise, or assign any
material rights or claims.

7.3 COVENANTS OF UPC. From the date of this Agreement
until the earlier of the Effective Time or the termination of this Agreement,
UPC covenants and agrees that it shall (i) continue to conduct its business and
the business of the UPC Subsidiaries in a manner designed in its reasonable
judgment to enhance the long-term value of the UPC Common Stock and the
business prospects of UPC and the UPC Subsidiaries and (ii) take no action
which would (a) materially adversely affect the ability of any Party to obtain
any Consents required for the transactions contemplated hereby or prevent the
transactions contemplated hereby, including the Merger, from qualifying for
pooling-of-interests accounting treatment and as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code, (b) materially
adversely affect the ability of any Party to perform its covenants and
agreements under this Agreement, or (c) result in UPC entering into an
agreement with respect to an Acquisition Proposal with a third party which
could be reasonably expected to result in the Merger not being consummated;
provided, that the foregoing shall not prevent UPC or any UPC Subsidiary from
acquiring any other Assets or businesses or from discontinuing or disposing of
any of its Assets or business if such action is, in the reasonable judgment of
UPC, desirable in the conduct of the business of UPC and the UPC Subsidiaries
and would not, in the reasonable judgment of UPC, likely delay the Effective
Time to a date subsequent to the date set forth in Section 10.1(e) of this
Agreement.

7.4 ADVERSE CHANGES IN CONDITION. Each Party agrees to
give written notice promptly to the other Party upon becoming aware of the
occurrence or impending occurrence of any event or circumstance relating to it
or any of its Subsidiaries which (i) is reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect on it or (ii) would cause or

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constitute a material breach of any of its representations, warranties, or
covenants contained herein, and to use its reasonable efforts to prevent or
promptly to remedy the same.

7.5 REPORTS. Each Party and its Subsidiaries shall file
all reports required to be filed by it with Regulatory Authorities between the
date of this Agreement and the Effective Time and, to the extent permitted by
Law, shall deliver to the other Party copies of all such reports promptly after
the same are filed. If financial statements are contained in any such reports
filed with the SEC, such financial statements will fairly present the
consolidated financial position of the entity filing such statements as of the
dates indicated and the consolidated results of operations, changes in
shareholders' equity, and cash flows for the periods then ended in accordance
with GAAP (subject in the case of interim financial statements to normal
recurring year-end adjustments that are not material). As of their respective
dates, such reports filed with the SEC will comply in all material respects
with the Securities Laws and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. Any financial
statements contained in any other reports to another Regulatory Authority shall
be prepared in accordance with Laws applicable to such reports.

ARTICLE 8
ADDITIONAL AGREEMENTS

8.1 REGISTRATION STATEMENT; PROXY STATEMENT; SHAREHOLDER
APPROVAL. UPC shall prepare and file the Registration Statement, of which the
Proxy Statement shall form a part, with the SEC, and shall use its reasonable
efforts to cause the Registration Statement to become effective under the 1933
Act and UPC shall take any action required to be taken under the applicable
state Blue Sky or securities Laws in connection with the issuance of the shares
of UPC Common Stock upon consummation of the Merger. Each of UPC and RSB shall
furnish all information concerning it and the holders of its capital stock as
the other Party may reasonably request in connection with such action. RSB
shall call a Shareholders' Meeting, to be held as soon as practicable after the
Registration Statement is declared effective by the SEC, for the purpose of
voting upon approval of this Agreement, the Plan of Merger, and such other
related matters as it deems appropriate. In connection with the Shareholders'
Meeting, (i) the Board of Directors of RSB shall recommend (subject to
compliance with its fiduciary duties as advised by counsel) to its shareholders
the approval of the Merger, this Agreement and the Plan of Merger, and (ii) the
Board of Directors (subject to compliance with its fiduciary duties as advised
by counsel) and officers of RSB shall use their reasonable efforts to obtain
shareholder approval.

8.2 EXCHANGE LISTING. UPC shall cause to be listed,
prior to the Effective Time, on the NYSE, subject to official notice of
issuance, the shares of UPC Common Stock to be issued to the holders of RSB
Common Stock pursuant to the Merger, and UPC shall give all notices and make
all filings with the NYSE required in connection with the transactions
contemplated herein.

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8.3 APPLICATIONS. UPC shall prepare and file, and RSB
shall cooperate in the preparation and, where appropriate, filing of,
applications with all Regulatory Authorities having jurisdiction over the
transactions contemplated by this Agreement and the Plan of Merger seeking the
requisite Consents necessary to consummate the transactions contemplated by
this Agreement and the Plan of Merger; provided, however, that no Party shall
be required to seek any Consents for the exercise of any rights or performance
of any obligations under the Termination Fee Agreement except as set forth in
such agreement. The Parties shall deliver to each other copies of all filings,
correspondence and orders to and from all Regulatory Authorities in connection
with the transactions contemplated hereby as soon as practicable upon their
becoming available. In the case of filings, such filing shall be provided to
the other Party at least five business days before filing.

8.4 FILINGS WITH STATE AND FEDERAL OFFICES. Upon the
terms and subject to the conditions of this Agreement, UPC shall cause UPBNA to
execute and file and RSB shall execute and file the Plan of Merger with the
Office of the Comptroller of the Currency and any other documents required to
be filed with the Office of the Comptroller of the Currency or the State of
Florida in connection with the Closing.

8.5 AGREEMENT AS TO EFFORTS TO CONSUMMATE. Subject to
the terms and conditions of this Agreement, each Party agrees to use, and to
cause its Subsidiaries to use, its reasonable efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things necessary,
proper, or advisable under applicable Laws to consummate and make effective, as
soon as practicable after the date of this Agreement, the transactions
contemplated by this Agreement and the Plan of Merger, including using its
reasonable efforts to lift or rescind any Order adversely affecting its ability
to consummate the transactions contemplated herein and to cause to be satisfied
the conditions referred to in Article 9 of this Agreement; provided, however,
that no party shall be required to seek any Consents or take any other actions
for the exercise of any rights or performance of any obligations under the
Termination Fee Agreement except as set forth in such agreement. Each Party
shall use, and shall cause each of its Subsidiaries to use, its reasonable
efforts to obtain all Consents necessary or desirable for the consummation of
the transactions contemplated by this Agreement and the Plan of Merger;
provided, however, that no party shall be required to seek any Consents or take
any other actions for the exercise of any rights or performance of any
obligations under the Termination Fee Agreement except as set forth in such
agreement.

8.6 INVESTIGATION AND CONFIDENTIALITY.

(a) Prior to the Effective Time, each Party shall
keep the other Party advised of all material developments relevant to its
business and to consummation of the Merger and shall permit the other Party to
make or cause to be made such investigation of the business and properties of
it and its Subsidiaries and of their respective financial and legal conditions
as the other Party reasonably requests, provided that such investigation shall
be reasonably related to the

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transactions contemplated hereby and shall not interfere unnecessarily with
normal operations. Neither Party shall be required to provide access to or to
disclose information where such access or disclosure would violate or prejudice
the rights of such Party's customers, jeopardize any attorney-client privilege
or contravene any Law, rule, regulation, order, judgment, decree, fiduciary
duty or binding agreement entered into prior to the date of this Agreement.
The Parties will make appropriate substitute disclosure arrangements under
circumstances in which the restrictions of the preceding sentence apply. No
investigation by a Party shall affect the representations and warranties of the
other Party.

(b) Each Party agrees to keep or hold all
information gathered pursuant to this Agreement in confidence to the extent
required by, and in accordance with, the provisions of the confidentiality
agreement entered into between UPC and RSB prior to the date of this Agreement
(the "Confidentiality Agreement").

8.7 PRESS RELEASES. Prior to the Effective Time, RSB and
UPC shall consult with each other as to the form and substance of any press
release or other public disclosure materially related to this Agreement or any
other transaction contemplated hereby, and each Party agrees that neither Party
shall issue any press release relating to the signing of this Agreement or the
transactions contemplated hereby prior to receiving the consent of the other
Party or prior to the completion by UPC of a review of RSB's year 2000
compliance program; provided, that nothing in this Section 8.7 shall be deemed
to prohibit any Party from making any disclosure which its counsel deems
necessary or advisable in order to satisfy such Party's disclosure obligations
imposed by Law.

8.8 CERTAIN ACTIONS. Except with respect to this
Agreement and the Plan of Merger and the transactions contemplated hereby and
thereby, after the date of this Agreement, neither RSB, the RSB Subsidiaries
nor any Representatives thereof retained by RSB or the RSB Subsidiaries shall
directly or indirectly solicit any Acquisition Proposal by any Person. Except
to the extent necessary to comply with the fiduciary duties of RSB's Board of
Directors as advised by counsel, RSB, the RSB Subsidiaries, or Representatives
thereof shall not furnish any non-public information that it is not legally
obligated to furnish, negotiate with respect to, or enter into any Contract
with respect to, any Acquisition Proposal, but RSB may communicate information
about such an Acquisition Proposal to its shareholders if and to the extent
that it is required to do so in order to comply with its legal obligations as
advised by counsel. RSB shall promptly notify UPC orally and in writing in the
event that it receives any Acquisition Proposal or inquiry related thereto.
RSB shall (i) immediately cease and cause to be terminated any existing
activities, discussions, or negotiations with any Persons conducted heretofore
with respect to any of the foregoing and (ii) direct and use its reasonable
efforts to cause all of its Representatives not to engage in any of the
foregoing.

8.9 ACCOUNTING AND TAX TREATMENT. Each of the Parties
undertakes and agrees to use its reasonable efforts to cause the Merger, and to
take no action which would cause

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the Merger not, to qualify for pooling-of-interests accounting treatment and
treatment as a "reorganization" within the meaning of Section 368(a) of the
Internal Revenue Code for federal income tax purposes.

8.10 AGREEMENT OF AFFILIATES. RSB has disclosed in
Section 8.10 of the RSB Disclosure Memorandum each Person whom it reasonably
believes is an "affiliate" of RSB as of the date of this Agreement for purposes
of Rule 145 under the 1933 Act. RSB shall use its reasonable efforts to cause
each such Person to deliver to UPC not later than 30 days prior to the
Effective Time, a written agreement, substantially in the form of Exhibit 4,
providing that such Person will not sell, pledge, transfer, or otherwise
dispose of the shares of RSB Common Stock held by such Person except as
contemplated by such agreement or by this Agreement and will not sell, pledge,
transfer, or otherwise dispose of the shares of UPC Common Stock to be received
by such Person upon consummation of the Merger except in compliance with
applicable provisions of the 1933 Act and the rules and regulations thereunder
and until such time as financial results covering at least 30 days of combined
operations of UPC and RSB have been published within the meaning of Section
201.01 of the SEC's Codification of Financial Reporting Policies. If the
Merger will qualify for pooling-of-interests accounting treatment, shares of
UPC Common Stock issued to such affiliates of RSB in exchange for shares of RSB
Common Stock shall not be transferable until such time as financial results
covering at least 30 days of combined operations of UPC and RSB have been
published within the meaning of Section 201.01 of the SEC's Codification of
Financial Reporting Policies, regardless of whether each such affiliate has
provided the written agreement referred to in this Section 8.10 (and UPC shall
be entitled to place restrictive legends upon certificates for shares of UPC
Common Stock issued to affiliates of RSB pursuant to this Agreement to enforce
the provisions of this Section 8.10). UPC shall not be required to maintain
the effectiveness of the Registration Statement under the 1933 Act for the
purposes of resale of UPC Common Stock by such affiliates.

8.11 EMPLOYEE BENEFITS AND CONTRACTS.

(a) Following the Effective Time, UPC shall
provide to officers and employees of the RSB and any RSB Subsidiary, employee
benefits under employee benefit and welfare plans of UPC or the UPC
Subsidiaries on terms and conditions which when taken as a whole are
substantially similar to those currently provided by UPC or a UPC Subsidiary to
their similarly situated officers and employees. For purposes of
participation, vesting, and (except in the case of retirement plans) benefit
accrual under such employee benefit plans, the service of the employees of the
RSB and any RSB Subsidiary prior to the Effective Time shall be treated as
service with UPC or a UPC Subsidiary participating in such employee benefit
plans.

(b) UPC shall, and shall cause the UPC
Subsidiaries to, honor in accordance with their terms the RSB Benefit Plans,
each as amended to the date hereof, and other contracts, arrangements,
commitments or understandings disclosed in Section 8.11 of the RSB Disclosure
Memorandum.

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8.12 INDEMNIFICATION.

(a) After the Effective Time, UPBNA shall
indemnify, defend and hold harmless the present and former directors, officers,
employees, and agents of RSB or any of RSB's Subsidiaries (each, a "RSB
Indemnified Party") (including any person who becomes a director, officer,
employee, or agent prior to the Effective Time) against all Liabilities
(including reasonable attorneys' fees, and expenses, judgments, fines and
amounts paid in settlement) arising out of actions or omissions occurring at or
prior to the Effective Time (including the transactions contemplated by this
Agreement and the Termination Fee Agreement) to the full extent permitted under
Florida Law and by RSB's Articles and By-laws, as in effect on the date hereof,
including provisions relating to advances of expenses incurred in the defense
of any Litigation. Without limiting the foregoing, in any case in which
approval by UPBNA is required to effectuate any indemnification, UPBNA shall
direct, at the election of the RSB Indemnified Party, that the determination of
any such approval shall be made by independent counsel mutually agreed upon
between UPBNA and the RSB Indemnified Party. UPC hereby guarantees all the
liabilities that UPBNA may become obligated to pay under this Section 8.12.

(b) Any RSB Indemnified Party wishing to claim
indemnification under paragraph (a) of this Section 8.12, upon learning of any
such Liability or Litigation, shall promptly notify UPBNA thereof, provided
that the failure so to notify shall not affect the obligations of UPBNA under
this Section 8.12 unless and to the extent such failure materially increases
UPBNA's liability under this Section 8.12. In the event of any such Litigation
(whether arising before or after the Effective Time), (i) UPBNA or the
Surviving Bank shall have the right to assume the defense thereof and UPBNA
shall not be liable to such Indemnified Parties for any legal expenses of other
counsel or any other expenses subsequently incurred by such Indemnified Parties
in connection with the defense thereof, except that if UPBNA elects not to
assume such defense or counsel for the Indemnified Parties advises that there
are substantive issues which raise conflicts of interest between UPBNA and the
Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to
them, and UPBNA shall pay all reasonable fees and expenses of such counsel for
the Indemnified Parties promptly as statements therefor are received; provided,
that UPBNA shall be obligated pursuant to this paragraph (b) to pay for only
one firm of counsel for all Indemnified Parties in any jurisdiction, (ii) the
Indemnified Parties will cooperate in the defense of any such Litigation, and
(iii) UPC shall not be liable for any settlement effected without its prior
written consent; and provided further that UPBNA shall not have any obligation
hereunder to any RSB Indemnified Party when and if a court of competent
jurisdiction shall determine, and such determination shall have become final,
that the indemnification of such RSB Indemnified Party in the manner
contemplated hereby is prohibited by applicable Law.

(c) UPBNA shall not be liable for any settlement
effected without its prior written consent which shall not be unreasonably
withheld.

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(d) If either UPBNA or any of their respective
successors or assigns shall consolidate with or merge into any other Person and
shall not be the continuing or surviving Person of such consolidation or merger
or shall transfer all or substantially all of its assets to any Person, then
and in each case, proper provision shall be made so that the successors and
assigns of either UPBNA shall assume the obligations set forth in this Section
8.12.

(e) UPBNA shall pay all reasonable costs,
including attorneys' fees, that may be incurred by any RSB Indemnified Party in
enforcing the indemnity and other obligations provided for in this Section
8.12.

(f) The provisions of this Section 8.12 are
intended to be for the benefit of, and shall be enforceable by, each RSB
Indemnified Party and his or her heirs or representatives.

8.13 STATE TAKEOVER LAWS. RSB shall use, its reasonable
efforts to take all necessary steps to exempt the transactions contemplated by
this Agreement from the Takeover Laws.

8.14 ASSUMPTION OF AGREEMENT BY ACQUIROR. UPC agrees that
it will be a condition precedent to UPC entering into any agreement whereby UPC
shall (i) consolidate with or merge into any other entity and shall not be the
continuing or surviving Person of such consolidation or merger or (ii) transfer
all or substantially all of its Assets to any entity, proper provision shall be
made so that the successor and assignee of UPC, in the case of a merger, or the
transferee of all or substantially all of UPC's Assets, shall specifically
agree to assume UPC's obligations under this Agreement.

ARTICLE 9
CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE

9.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The
respective obligations of each Party to perform this Agreement and the Plan of
Merger and consummate the Merger and the other transactions contemplated hereby
are subject to the satisfaction of the following conditions, unless waived by
both Parties pursuant to Section 11.6 of this Agreement:

(a) Shareholder Approval. The shareholders of
RSB shall have approved this Agreement and the Plan of Merger and the
consummation of the transactions contemplated hereby and thereby, including the
Merger, as and to the extent required by Law, or by the provisions of any
governing instruments.

(b) Regulatory Approvals. All Consents of,
filings and registrations with, and notifications to, all Regulatory
Authorities required for consummation of the Merger shall have been obtained or
made and shall be in full force and effect and all waiting periods required by
Law shall have expired. No Consent obtained from any Regulatory Authority
which is necessary to consummate the transactions contemplated hereby shall be
conditioned or restricted in a

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manner (other than matters relating to the raising of additional capital or the
disposition of Assets or deposit Liabilities and associated branches) which in
the reasonable judgment of the Board of Directors of UPC would so materially
adversely impact the financial or economic benefits to UPC of the transactions
contemplated by this Agreement and the Plan of Merger that, had such condition
or requirement been known, UPC would not, in its reasonable judgment, have
entered into this Agreement and the Plan of Merger.

(c) Consents and Approvals. Each Party shall
have obtained any and all Consents required for consummation of the Merger
(other than those referred to in Section 9.1(b) of this Agreement) or for the
preventing of any Default under any Contract or Permit of such Party which, if
not obtained or made, is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on such Party.

(d) Legal Proceedings. No court or governmental
or regulatory authority of competent jurisdiction shall have enacted, issued,
promulgated, enforced, or entered by Law or Order (whether temporary,
preliminary, or permanent) or taken any other action which prohibits,
restricts, or makes illegal consummation of the transactions contemplated by
this Agreement and the Plan of Merger.

(e) Registration Statement. The Registration
Statement shall be effective under the 1933 Act, no stop orders suspending the
effectiveness of the Registration Statement shall have been issued, or
otherwise relating to such Registration Statement no action, suit, proceeding,
or investigation by the SEC to suspend the effectiveness thereof shall have
been initiated and be continuing, and all necessary approvals under state
securities Laws or the 1933 Act or 1934 Act relating to the issuance or trading
of the shares of UPC Common Stock issuable pursuant to the Merger shall have
been received.

(f) Exchange Listing. The shares of UPC Common
Stock issuable pursuant to the Merger shall have been approved for listing on
the NYSE, subject to official notice of issuance.

(g) Tax Matters. UPC and RSB shall have received
a written opinion of counsel from Alston & Bird LLP, in form and substance
reasonably satisfactory to UPC, dated as of the Effective Time, substantially
to the effect that (i) the Merger will constitute a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code, (ii) no gain or loss
will be recognized by the shareholders of RSB who exchange all of their RSB
Common Stock solely for UPC Common Stock pursuant to the Merger (except with
respect to cash received in lieu of a fractional share interest in UPC Common
Stock or upon the exercise of dissenters' rights of appraisal), (iii) the tax
basis of the UPC Common Stock received by shareholders of RSB who exchange RSB
Common Stock solely for UPC Common Stock in the Merger will be the same as the
tax basis of the RSB Common Stock surrendered in exchange therefor, (iv) the
holding period of the UPC Common Stock received by shareholders of RSB in the
Merger will include the period during

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which the shares of RSB Common Stock surrendered in exchange therefor were
held, provided such RSB Common Stock was held as a capital asset by the holder
of such RSB Common Stock at the Effective Time, and (v) neither RSB nor UPC
will recognize gain or loss as a consequence of the Merger. In rendering such
Tax Opinion, such counsel shall require and be entitled to rely upon
representations and covenants of officers of UPC, RSB, and others reasonably
satisfactory in form and substance to such counsel.

9.2 CONDITIONS TO OBLIGATIONS OF UPC. The obligations of
UPC to perform this Agreement and the Plan of Merger and consummate the Merger,
and the other transactions contemplated hereby are subject to the satisfaction
of the following conditions, unless waived by UPC pursuant to Section 11.6(a)
of this Agreement:

(a) Representations and Warranties. For purposes
of this Section 9.2(a), the accuracy of the representations and warranties of
RSB set forth in this Agreement shall be assessed as of the date of this
Agreement and as of the Effective Time with the same effect as though all such
representations and warranties had been made on and as of the Effective Time
(provided that representations and warranties which are confined to a specific
date shall speak only as of such date). The representations and warranties of
RSB set forth in Sections 5.1, 5.2, 5.3, 5.19, 5.20, and 5.21 of this Agreement
shall be true and correct in all material respects. There shall not exist
inaccuracies in the representations and warranties of RSB set forth in this
Agreement (including the representations and warranties set forth in Sections
5.1, 5.2, 5.3, 5.19, 5.20, and 5.21) such that the aggregate effect of such
inaccuracies has, or is reasonably likely to have, a Material Adverse Effect on
RSB, provided that, for purposes of this sentence only, those representations
and warranties which are qualified by references to "material" or "Material
Adverse Effect" or "Knowledge" shall be deemed not to include such
qualifications.

(b) Performance of Agreements and Covenants.
Each and all of the agreements and covenants of RSB to be performed and
complied with pursuant to this Agreement and the other agreements contemplated
hereby prior to the Effective Time shall have been duly performed and complied
with in all material respects.

(c) Certificates. RSB shall have delivered to
UPC (i) a certificate, dated as of the Effective Time and signed on its behalf
by its chief executive officer and its chief financial officer, to the effect
that the conditions of its obligations set forth in Sections 9.2(a) and 9.2(b)
of this Agreement have been satisfied, and (ii) certified copies of resolutions
duly adopted by RSB's Board of Directors and shareholders evidencing the taking
of all corporate action necessary to authorize the execution, delivery, and
performance of this Agreement and the Plan of Merger, and the consummation of
the transactions contemplated hereby and thereby, all in such reasonable detail
as UPC shall request.

(d) UPC Pooling Letter. UPC shall have received
a copy of a letter, dated as of the Effective Time, addressed to it and in a
form reasonably acceptable to it, from

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PricewaterhouseCoopers LLP to the effect that the Merger will qualify for
pooling of interests accounting treatment.

(e) Affiliate Agreements. UPC shall have
received from each affiliate of RSB the affiliate agreement referred to in
Section 8.10 of this Agreement.

9.3 CONDITIONS TO OBLIGATIONS OF RSB. The obligations of
RSB to perform this Agreement and the Plan of Merger and consummate the Merger
and the other transactions contemplated hereby are subject to the satisfaction
of the following conditions, unless waived by RSB pursuant to Section 12.1(b)
of this Agreement.

(a) Representations and Warranties. For purposes
of this Section 9.3(a), the accuracy of the representations and warranties of
UPC set forth in this Agreement shall be assessed as of the date of this
Agreement and as of the Effective Time with the same effect as though all such
representations and warranties had been made on and as of the Effective Time
(provided that representations and warranties which are confined to a specified
date shall speak only as of such date). The representations and warranties of
UPC set forth in Sections 6.1, 6.2, 6.3 and 6.15 of this Agreement shall be
true and correct in all material respects. There shall not exist inaccuracies
in the representations and warranties of UPC set forth in this Agreement
(including the representations and warranties set forth in Sections 6.1, 6.2,
6.3 and 6.15) such that the aggregate effect of such inaccuracies has, or is
reasonably likely to have, a Material Adverse Effect on UPC; provided that, for
purposes of this sentence only, those representations and warranties which are
qualified by references to "material" or "Material Adverse Effect" or
"Knowledge" shall be deemed not to include such qualifications.

(b) Performance of Agreements and Covenants.
Each and all of the agreements and covenants of UPC to be performed and
complied with pursuant to this Agreement and the other agreements contemplated
hereby prior to the Effective Time shall have been duly performed and complied
with in all material respects.

(c) Certificates. UPC shall have delivered to
RSB (i) a certificate, dated as of the Effective Time and signed on its behalf
by its chief executive officer and its chief financial officer, to the effect
that the conditions of its obligations set forth in Sections 9.3(a) and 9.3(b)
of this Agreement have been satisfied and (ii) certified copies of resolutions
duly adopted by UPC's Board of Directors evidencing the taking of all corporate
action necessary to authorize the execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, all in
such reasonable detail as RSB shall request.

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ARTICLE 10
TERMINATION

10.1 TERMINATION. Notwithstanding any other provision of
this Agreement, the Plan of Merger, and notwithstanding the approval of this
Agreement by the shareholders of RSB, this Agreement and the Plan of Merger may
be terminated and the Merger abandoned at any time prior to the Effective Time:

(a) By mutual consent of the Board of Directors
of UPC and the Board of Directors of RSB; or

(b) By the Board of Directors of either Party
(provided that the terminating Party is not then in breach of any
representation or warranty contained in this Agreement under the applicable
standard set forth in Section 9.2(a) of this Agreement in the case of RSB and
Section 9.3(a) in the case of UPC or in material breach of any covenant or
other agreement contained in this Agreement) in the event of an inaccuracy of
any representation or warranty of the other Party contained in this Agreement
which cannot be or has not been cured within 30 days after the giving of
written notice to the breaching Party of such inaccuracy and which inaccuracy
would provide the terminating Party the ability to refuse to consummate the
Merger under the applicable standard set forth in Section 9.2(a) of this
Agreement in the case of RSB and Section 9.3(a) of this Agreement in the case
of UPC; or

(c) By the Board of Directors of either Party
(provided that the terminating Party is not then in breach of any
representation or warranty contained in this Agreement under the applicable
standard set forth in Section 9.2(a) of this Agreement in the case of RSB and
Section 9.3(a) in the case of UPC or in material breach of any covenant or
other agreement contained in this Agreement) in the event of a material breach
by the other Party of any covenant or agreement contained in this Agreement
which cannot be or has not been cured within 30 days after the giving of
written notice to the breaching Party of such breach; or

(d) By the Board of Directors of either Party in
the event (i) any Consent of any Regulatory Authority required for consummation
of the Merger and the other transactions contemplated hereby shall have been
denied by final nonappealable action of such authority or if any action taken
by such authority is not appealed within the time limit for appeal, or (ii) the
shareholders of RSB fail to vote their approval of this Agreement and the
transactions contemplated hereby as required by the Florida Banking Code and
this Agreement at the Shareholders' Meeting where the transactions were
presented to such shareholders for approval and voted upon; or

(e) By the Board of Directors of either Party in
the event that the Merger shall not have been consummated by May 31, 1999, if
the failure to consummate the

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transactions contemplated hereby on or before such date is not caused by any
willful breach of this Agreement by the Party electing to terminate pursuant to
this Section 10.1(e); or

(f) By the Board of Directors of RSB in the event
the Average Closing Price is less than $43.00.

10.2 EFFECT OF TERMINATION. In the event of the
termination and abandonment of this Agreement and the Plan of Merger pursuant
to Section 10.1 of this Agreement, this Agreement and the Plan of Merger shall
become void and have no effect, except that (i) the provisions of this Sections
8.6(b), 10.2, 11.2, and 11.3 of this Agreement shall survive any such
termination and abandonment and (ii) a termination pursuant to the terms of
this Agreement shall not relieve the breaching Party from Liability for an
uncured willful breach of a representation, warranty, covenant, or agreement.
The Termination Fee Agreement and the Confidentiality Agreements shall be
governed by their own terms as to their termination.

10.3 NON-SURVIVAL OF REPRESENTATIONS AND COVENANTS. The
respective representations, warranties, obligations, covenants, and agreements
of the Parties shall not survive the Effective Time, except this Section 10.3
and Articles 2, 3, 4, and 11 and Sections 8.10, 8.11 and 8.12 of this
Agreement.

ARTICLE 11
MISCELLANEOUS

11.1 DEFINITIONS.

(a) Except as otherwise provided herein, the
capitalized terms set forth below shall have the following meanings:

"Acquisition Proposal" with respect to a Party shall
mean any tender offer or exchange offer or any proposal for a merger,
acquisition of all of the stock or assets of, or other business
combination involving such Party or any of its Subsidiaries or the
acquisition of a substantial equity interest in, or a substantial
portion of the assets of, such Party or any of its Subsidiaries.

"Affiliate" of a Person shall mean any other Person,
directly or indirectly through one or more intermediaries,
controlling, controlled by, or under common control with such Person.

"Agreement" shall mean this Amended and Restated
Agreement, including the Termination Fee Agreement and the Exhibits
delivered pursuant hereto and incorporated herein by reference.

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"Assets" of a Person shall mean all of the assets,
properties, businesses, and rights of such Person of every kind,
nature, character and description, whether real, personal or mixed,
tangible or intangible, accrued or contingent, or otherwise relating
to or utilized in such Person's business, directly or indirectly, in
whole or in part, whether or not carried on the books and records of
such Person, and whether or not owned in the name of such Person or
any Affiliate of such Person and wherever located.

"Average Closing Price" shall mean the average of the
closing prices of UPC Common Stock as reported on the NYSE (as
reported by The Wall Street Journal or, if not reported thereby,
another authoritative source as chosen by UPC) for the 20 consecutive
full Trading Days in which such shares are traded on the NYSE ending
at the close of trading on the Determination Date.

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

"Certificate of Merger" shall mean the Certificate of
Merger to be issued by the Office of the Comptroller of the Currency,
relating to the Merger as contemplated by Section 1.1 of this
Agreement.

"Closing Date" shall mean the date on which the
Closing occurs.

"Consent" shall mean any consent, approval,
authorization, clearance, exemption, waiver, or similar affirmation by
any Person pursuant to any Contract, Law, Order or Permit.

"Contract" shall mean any written or oral agreement,
arrangement, authorization, commitment, contract, indenture,
instrument, lease, obligation, plan, practice, restriction,
understanding, or undertaking of any kind or character, or other
document to which any Person is a party or that is binding on any
Person or its capital stock, Assets or business.

"Default" shall mean (i) any breach or violation of
or default under any Contract, Order, or Permit, (ii) any occurrence
of any event that with the passage of time or the giving of notice or
both would constitute a breach or violation of or default under any
Contract, Order, or Permit, or (iii) any occurrence of any event that
with or without the passage of time or the giving of notice would give
rise to a right to terminate or revoke, change the current terms of,
or renegotiate, or to accelerate, increase or impose any Liability
under, any Contract, Order or Permit.

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"Determination Date" shall mean the second Trading
Day preceding the Effective Time.

"Environmental Laws" shall mean all Laws relating to
pollution or protection of the environment (including ambient air,
surface water, ground water, land surface or subsurface strata) and
which are administered, interpreted or enforced by the United States
Environmental Protection Agency and state and local agencies with
jurisdiction over, and including common law in respect of, pollution
or protection of the environment, including the Comprehensive
Environmental Response Compensation and Liability Act, as amended, 42
U.S.C. 9601 et seq. ("CERCLA"), the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. 6901 et seq. ("RCRA"), and other Laws
relating to emissions, discharges, releases, or threatened releases of
any Hazardous Material, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal,
transport, or handling of any Hazardous Material.

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

"ERISA Affiliate" shall mean any trade or business,
whether or not incorporated, that together with RSB would be deemed a
"single employer" within the meaning of section 4001(b) of ERISA.

"Exhibits" shall mean the Exhibits so marked, copies
of which are attached to this Agreement. Such Exhibits are hereby
incorporated by reference herein and made a part hereof, and may be
referred to in this Agreement and any other related instrument or
document without being attached hereto.

"FBCA" shall mean the Florida Business Corporation
Act, as amended.

"Florida Banking Code" shall mean the Florida Banking
Code, as amended.

"GAAP" shall mean generally accepted accounting
principles, consistently applied during the periods involved.

"Hazardous Material" shall mean (i) any hazardous
substance, hazardous material, hazardous waste, or toxic substance (as
those terms are defined by any applicable Environmental Laws) and (ii)
any chemicals, pollutants, contaminants, petroleum, petroleum
products, or oil (and specifically shall include asbestos requiring
abatement, removal, or encapsulation pursuant to the requirements of
governmental authorities and any polychlorinated biphenyls).

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"HSR Act" shall mean Section 7A of the Clayton Act,
as added by Title II of the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the rules and regulations promulgated
thereunder.

"Intellectual Property" shall mean copyrights,
patents, trademarks, service marks, service names, trade names,
applications therefor, technology rights and licenses, computer
software (including any source or object codes therefor or
documentation relating thereto), trade secrets, franchises, know-how,
inventions, and other intellectual property rights.

"Internal Revenue Code" shall mean the Internal
Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder.

"Knowledge" as used with respect to a Person
(including references to such Person being aware of a particular
matter) shall mean those facts that are known by the Chairman,
President, Chief Financial Officer, Chief Accounting Officer, Chief
Credit Officer, or General Counsel of such Person.

"Law" shall mean any code, law, ordinance,
regulation, reporting or licensing requirement, rule, or statute
applicable to a Person or its Assets, Liabilities or business,
including those promulgated, interpreted, or enforced by any
Regulatory Authority.

"Liability" shall mean any direct or indirect,
primary or secondary, liability, indebtedness, obligation, penalty,
cost, or expense (including costs of investigation, collection, and
defense), claim, deficiency, guaranty, or endorsement of or by any
Person (other than endorsements of notes, bills, checks, and drafts
presented for collection or deposit in the ordinary course of
business) of any type, whether accrued, absolute or contingent,
liquidated or unliquidated, matured or unmatured, or otherwise.

"Lien" shall mean any conditional sale agreement,
default of title, easement, encroachment, encumbrance, hypothecation,
infringement, lien, mortgage, pledge, reservation, restriction,
security interest, title retention, or other security arrangement, or
any adverse right or interest, charge, or claim of any nature
whatsoever of, on, or with respect to any property or property
interest, other than (i) Liens for current Taxes upon the assets or
properties of a Party or its Subsidiaries which are not yet due and
payable and (ii) for depository institution Subsidiaries of a Party,
pledges to secure deposits and other Liens incurred in the ordinary
course of the banking business.

"Litigation" shall mean any action, arbitration,
cause of action, claim, complaint, criminal prosecution, demand
letter, governmental or other examination or investigation, hearing,
inquiry, administrative or other proceeding, or notice (written or
oral) by any Person alleging potential Liability or requesting
information relating to or affecting a Party, its business, its Assets
(including Contracts related to it), or the

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transactions contemplated by this Agreement, but shall not include
regular, periodic examinations of depository institutions and their
Affiliates by Regulatory Authorities.

"Material Adverse Effect" on a Party shall mean an
event, change, or occurrence which, individually or together with any
other event, change, or occurrence, has a material adverse impact on
(i) the financial position, business, or results of operations of such
Party and its Subsidiaries, taken as a whole, or (ii) the ability of
such Party to perform its obligations under this Agreement or to
consummate the Merger or the other transactions contemplated by this
Agreement in accordance with applicable Law, provided that "Material
Adverse Effect" and "material adverse impact" shall not be deemed to
include the impact of (a) changes in banking and other Laws of general
applicability or interpretations thereof by courts or governmental
authorities, (b) changes in GAAP or regulatory accounting principles
generally applicable to banks and their holding companies, (c) actions
and omissions of a Party (or any of its Subsidiaries) taken with the
prior written consent of the other Party, (d) changes in economic
conditions or interest rates generally affecting financial
institutions, or (e) the direct effects of compliance with this
Agreement and the Plan of Merger (including the expense associated
with the vesting of benefits under the employment agreements and
various employee benefit plans of RSB as a result of the Merger
constituting a change of control) on the operating performance of the
Parties, including expenses incurred by the Parties in consummating
the transactions contemplated by the Agreement and the Plan of Merger.

"Merger" shall mean the merger of RSB with and UPBNA
referred to in Section 1.1 of this Agreement.

"NASD" shall mean the National Association of
Securities Dealers, Inc.

"NYSE" shall mean the New York Stock Exchange, Inc.

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

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

"Operating Property" shall mean any property owned by
the Party in question or by any of its Subsidiaries or in which such
Party or Subsidiary holds a security interest, and, where required by
the context, includes the owner or operator of such property, but only
with respect to such property.

"Order" shall mean any administrative decision or
award, decree, injunction, judgment, order, quasi-judicial decision or
award, ruling, or writ of any federal, state, local, or foreign or
other court, arbitrator, mediator, tribunal, administrative agency, or
Regulatory Authority.

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"Participation Facility" shall mean any facility or
property in which the Party in question or any of its Subsidiaries
participates in the management and, where required by the context,
said term means the owner or operator of such facility or property,
but only with respect to such facility or property.

"Party" shall mean RSB, UPC, UPBNA and UPHC and
"Parties" shall mean all of RSB, UPBNA, UPHC and UPC.

"Permit" shall mean any federal, state, local, and
foreign governmental approval, authorization, certificate, easement,
filing, franchise, license, notice, permit, or right to which any
Person is a party or that is or may be binding upon or inure to the
benefit of any Person or its securities, Assets or business.

"Person" shall mean a natural person or any legal,
commercial, or governmental entity, such as, but not limited to, a
corporation, general partnership, joint venture, limited partnership,
limited liability company, trust, business association, group acting
in concert, or any person acting in a representative capacity.

"Plan of Merger" shall mean the plan of merger
providing for the Merger, in substantially the form of Exhibit 1.

"Proxy Statement" shall mean the proxy statement used
by RSB to solicit the approval of its shareholders of the transactions
contemplated by this Agreement and the Plan of Merger, which shall
include the prospectus of UPC relating to the issuance of the UPC
Common Stock to holders of RSB Common Stock.

"Registration Statement" shall mean the Registration
Statement on Form S-4, or other appropriate form (so that all shares
of UPC Common Stock to be issued in the Merger will be registered
under the 1933 Act at the Effective Time), including any pre-effective
or post-effective amendments or supplements thereto, filed with the
SEC by UPC under the 1933 Act with respect to the shares of UPC Common
Stock to be issued to the shareholders of RSB in connection with the
transactions contemplated by this Agreement.

"Regulatory Authorities" shall mean, collectively,
the Federal Trade Commission, the United States Department of Justice,
the Board of the Governors of the Federal Reserve System, the Office
of the Comptroller of the Currency, the Federal Deposit Insurance
Corporation, the Department of Banking and Finance of the State of
Florida, all state regulatory agencies having jurisdiction over the
Parties and their respective Subsidiaries, the NYSE, the NASD, and the
SEC.

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"Representative" shall mean any investment banker,
financial advisor, attorney, accountant, consultant, or other
representative of a Person.

"Rights" shall mean all arrangements, calls,
commitments, Contracts, options, rights to subscribe to, scrip,
warrants, or other binding obligations of any character whatsoever by
which a Person is or may be bound to issue additional shares of its
capital stock or other Rights, or securities or rights convertible
into or exchangeable for, shares of the capital stock of a Person.

"RSB Common Stock" shall mean the $1.00 par value
common stock of RSB.

"RSB Disclosure Memorandum" shall mean the written
information entitled "RSB Disclosure Memorandum" delivered prior to
the date of this Agreement to UPC describing in reasonable detail the
matters contained therein and, with respect to each disclosure made
therein, specifically referencing each Section of this Agreement under
which such disclosure is being made.

"RSB Financial Statements" shall mean (i) the
consolidated balance sheets (including related notes and schedules, if
any) of RSB as of June 30, 1998, and as of December 31, 1997 and 1996,
and the related statements of income, changes in shareholders' equity,
and cash flows (including related notes and schedules, if any) for the
three months ended June 30, 1998, and for each of the fiscal years
ended December 31, 1997, 1996, and 1995, included in the RSB
Disclosure Memorandum and (ii) the consolidated balance sheets of RSB
(including related notes and schedules, if any) and related statements
of income, changes in shareholders' equity, and cash flows (including
related notes and schedules, if any) with respect to periods ended
subsequent to March 31, 1998.

"RSB Fractional Redemption/Sale Program" shall mean
that program established by RSB as a result of RSB's ten for one stock
split effective June 30, 1998, pursuant to which a holder of a
fractional share of RSB Common Stock may either require RSB to
purchase such fractional share or may purchase from RSB that fraction
of a share which will, when combined with such fraction of a share,
make such share whole.

"RSB Stock Plans" shall mean the existing stock
option and other stock-based compensation plans of RSB.

"RSB Subsidiaries" shall mean the Subsidiaries of
RSB, which shall include RSB Subsidiaries described in Section 5.4 of
this Agreement and any corporation, bank, or other organization
acquired as a Subsidiary of RSB in the future and owned by RSB at the
Effective Time.

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"SEC Documents" shall mean all forms, proxy
statements, registration statements, reports, schedules, and other
documents filed, or required to be filed, by a Party or any of its
Subsidiaries with any Regulatory Authority pursuant to the Securities
Law.

"Securities Laws" shall mean the 1933 Act, the 1934
Act, the Investment Company Act of 1940, as amended, the Investment
Advisors Act of 1940, as amended, the Trust Indenture Act of 1939, as
amended, and the rules and regulations of any Regulatory Authority
promulgated thereunder.

"Shareholders' Meeting" shall mean the meeting of the
shareholders of RSB to be held pursuant to Section 8.1 of this
Agreement, including any adjournment or adjournments thereof.

"Subsidiaries" shall mean all those corporations,
banks, associations, or other entities of which the entity in question
owns or controls 10% or more of the outstanding equity securities
either directly or through an unbroken chain of entities as to each of
which 10% or more of the outstanding equity securities is owned
directly or indirectly by its UPC; provided, there shall not be
included any such entity acquired through foreclosure or any such
equity the equity securities of which are owned or controlled in a
fiduciary capacity.

"Surviving Bank" shall mean UPBNA as the surviving
bank resulting from the Merger.

"Tax" or "Taxes" shall mean all taxes, charges, fees,
levies or other assessments, including, without limitation, all net
income, gross income, gross receipts, sales, use, ad valorem,
transfer, franchise, profits, license, withholding, payroll,
employment, excise, estimated, severance, stamp, occupation, property
or other taxes, customs duties, fees, assessments or charges of any
kind whatsoever, together with any interest and any penalties,
additions to tax or additional amounts imposed by any taxing authority
(domestic or foreign).

"TBCA" shall mean the Tennessee Business Corporation
Act.

"Trading Day" shall mean any day on which the shares
of UPC Common Stock are traded on the NYSE.

"Termination Fee Agreement" shall mean the
Termination Fee Agreement of even date herewith entered into by UPC
and RSB, substantially in the form of Exhibit 2.

"UPBNA Common Stock" shall mean the $10.00 par value
common stock of UPBNA.

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"UPC Capital Stock" shall mean, collectively, the UPC
Common Stock, the UPC Preferred Stock and any other class or series of
capital stock of UPC.

"UPC Common Stock" shall mean the $5.00 par value
common stock of UPC.

"UPC Financial Statements" shall mean (i) the
consolidated balance sheets (including related notes and schedules, if
any) of UPC as of March 31, 1998, and as of December 31, 1997 and
1996, and the related statements of earnings, changes in shareholders'
equity, and cash flows (including related notes and schedules, if any)
for the three months ended March 31, 1998 and for each of the three
years ended December 31, 1997, 1996 and 1995, as filed by UPC in SEC
Documents and (ii) the consolidated balance sheets of UPC (including
related notes and schedules, if any) and related statements of
earnings, changes in shareholders' equity, and cash flows (including
related notes and schedules, if any) included in SEC Documents filed
with respect to periods ended subsequent to June 30, 1998.

"UPC Preferred Stock" shall mean the no par value
preferred stock of UPC and shall include the (i) Series A Preferred
Stock and (ii) Series E 8% Cumulative, Convertible Preferred Stock, of
UPC ("UPC Series E Preferred Stock").

"UPC Rights" shall mean the preferred stock purchase
rights issued pursuant to the UPC Rights Agreement.

"UPC Rights Agreement" shall mean that certain Rights
Agreement, dated January 19, 1989, between UPC and Union Planters
Bank, National Association, as Rights Agent.

"UPC Subsidiaries" shall mean the Subsidiaries of UPC
and any corporation, bank, or other organization acquired as a
Subsidiary of UPC in the future and owned by UPC at the Effective
Time.

(b) The terms set forth below shall have the
meanings ascribed thereto in the referenced sections:

<TABLE>
<S> <C>
Confidentiality Agreements . . . . . . . . . . . . Section 8.6
Closing . . . . . . . . . . . . . . . . . . . . . . Section 1.2
Dividend Record Date . . . . . . . . . . . . . . . Section 7.2(c)
Effective Time . . . . . . . . . . . . . . . . . . Section 1.3
ERISA Affiliate . . . . . . . . . . . . . . . . . . Section 5.14(c)
Exchange Agent . . . . . . . . . . . . . . . . . . Section 4.1
Exchange Ratio . . . . . . . . . . . . . . . . . . Section 3.1(c)
Maximum Average Closing Price . . . . . . . . . . . Section 3.1(c)
</TABLE>

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<TABLE>
<S> <C>
Minimum Average Closing Price . . . . . . . . . . . Section 3.1(c)
Merger . . . . . . . . . . . . . . . . . . . . . . Section 1.1
RSB Benefit Plans . . . . . . . . . . . . . . . . . Section 5.14(a)
RSB Contracts . . . . . . . . . . . . . . . . . . . Section 5.15
RSB ERISA Plan . . . . . . . . . . . . . . . . . . Section 5.14(a)
RSB Indemnified Party . . . . . . . . . . . . . . . Section 8.12(a)
RSB Options . . . . . . . . . . . . . . . . . . . . Section 3.6(a)
RSB Pension Plan . . . . . . . . . . . . . . . . . Section 5.14(a)
Takeover Laws . . . . . . . . . . . . . . . . . . . Section 5.20
Tax Opinion . . . . . . . . . . . . . . . . . . . . Section 9.1(g)
UPC Dividend Payment . . . . . . . . . . . . . . . Section 7.2(c)
UPC SEC Reports . . . . . . . . . . . . . . . . . . Section 6.13
</TABLE>

(c) Any singular term in this Agreement shall be
deemed to include the plural, and any plural term the singular. Whenever the
words "include," "includes," or "including" are used in this Agreement, they
shall be deemed followed by the words "without limitation."

11.2 EXPENSES. Except as otherwise provided in this
Section 11.2, each of the Parties shall bear and pay all direct costs and
expenses incurred by it or on its behalf in connection with the transactions
contemplated hereunder, including filing, registration and application fees,
printing fees, and fees and expenses of its own financial or other consultants,
investment bankers, accountants, and counsel, except that UPC shall bear and
pay the filing fees payable in connection with the Registration Statement and
the Proxy Statement and printing costs incurred in connection with the printing
of the Registration Statement and the Proxy Statement.

11.3 BROKERS AND FINDERS. Except for Keefe, Bruyette &
Woods, Inc. as to RSB, each of the Parties represents and warrants that neither
it nor any of its officers, directors, employees, or Affiliates has employed
any broker or finder or incurred any Liability for any financial advisory fees,
investment bankers' fees, brokerage fees, commissions, or finders' fees in
connection with this Agreement or the transactions contemplated hereby. In the
event of a claim by any broker or finder based upon his or its representing or
being retained by or allegedly representing or being retained by RSB or UPC
other than those disclosed in the previous sentence, each of RSB and UPC, as
the case may be, agrees to indemnify and hold the other Party harmless of and
from any Liability incurred by such party in respect of any such claim.

11.4 ENTIRE AGREEMENT. Except as otherwise expressly
provided herein, this Agreement (including the other documents and instruments
referred to herein) and the Confidentiality Agreement constitute the entire
agreement between the Parties with respect to the transactions contemplated
hereunder and supersedes all prior arrangements or understandings with respect
thereto, written or oral. Nothing in this Agreement expressed or implied is
intended to confer upon any Person, other than the Parties or their respective
successors, any rights, remedies,

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<PAGE> 215
obligations, or liabilities under or by reason of this Agreement, other than as
provided in Section 8.12 of this Agreement.

11.5 AMENDMENTS. To the extent permitted by Law, this
Agreement may be amended by a subsequent writing signed by each of the Parties
upon the approval of the Boards of Directors of each of the Parties, whether
before or after shareholder approval of this Agreement has been obtained;
provided, that after any such approval by the holders of RSB Common Stock,
except as contemplated herein, there shall be made no amendment that has any of
the effects set forth in Section 607.1103 of the FBCA without the further
approval of such shareholders.

11.6 WAIVERS.

(a) Prior to or at the Effective Time, UPC,
acting through its Board of Directors, chief executive officer, or other
authorized officer, shall have the right to waive any Default in the
performance of any term of this Agreement by RSB, to waive or extend the time
for the compliance or fulfillment by RSB of any and all of its obligations
under this Agreement, and to waive any or all of the conditions precedent to
the obligations of UPC under this Agreement, except any condition which, if not
satisfied, would result in the violation of any Law. No such waiver shall be
effective unless in writing signed by a duly authorized officer of UPC.

(b) Prior to or at the Effective Time, RSB,
acting through its Board of Directors, chief executive officer, or other
authorized officer, shall have the right to waive any Default in the
performance of any term of this Agreement by UPC, to waive or extend the time
for the compliance or fulfillment by UPC of any and all of its obligations
under this Agreement, and to waive any or all of the conditions precedent to
its obligations of RSB under this Agreement, except any condition which, if not
satisfied, would result in the violation of any Law. No such waiver shall be
effective unless in writing signed by a duly authorized officer of RSB.

(c) The failure of any Party at any time or times
to require performance of any provision hereof shall in no manner affect the
right of such Party at a later time to enforce the same or any other provision
of this Agreement. No waiver of any condition or of the breach of any term
contained in this Agreement in one or more instances shall be deemed to be or
construed as a further or continuing waiver of such condition or breach of a
waiver of any other condition or of the breach of any other term of this
Agreement.

11.7 ASSIGNMENT. Neither this Agreement nor any of the
rights, interests, or obligations hereunder shall be assigned by any Party
hereto (whether by operation of Law or otherwise) without the prior written
consent of the other Party. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the Parties
and their respective successors and assigns.

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<PAGE> 216
11.8 NOTICES. All notices or other communications which
are required or permitted hereunder shall be in writing and sufficient if
delivered by hand, by facsimile transmission (provided that a copy of any such
notice shall be delivered by overnight courier), by registered or certified
mail, postage pre-paid, or by courier or overnight carrier, to the person at
the addresses set forth below (or at such other address as may be provided
hereunder), and shall be deemed to have been delivered as of the date so
delivered:

<TABLE>
<S> <C>
RSB: READY STATE BANK
3700 West 12th Avenue
Hialeah, Florida 33012
Telecopy Number: (305) 823-8953

Attention: Jorge I. Triay
President and Chief Executive Officer

Copy to Counsel: RASCO, REININGER & PEREZ, P.A.
Suite 700
5200 Blue Lagoon Drive
Miami, Florida 33126
Telecopy Number: (305) 267-1787

Attention: Ramon E. Rasco

UPC: UNION PLANTERS CORPORATION
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Telecopy Number: (901) 580-2939

Attention: Jackson W. Moore
President and Chief Operating Officer

Copy to Counsel: UNION PLANTERS CORPORATION
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Telecopy Number: (901) 580-2939

Attention E. James House, Jr.
Manager, Legal Division

and
</TABLE>

A-56
<PAGE> 217

<TABLE>
<S> <C>
ALSTON & BIRD LLP
North Building, 11th Floor
601 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Telecopy Number: (202) 756-3333

Attention: Frank M. Conner III
</TABLE>

11.9 GOVERNING LAW. This Agreement (which, for purposes
of this sentence, shall not include the Termination Fee Agreement, which shall
be governed by and construed in accordance with the Laws of the State of
Florida) shall be governed by and construed in accordance with the Laws of the
State of Tennessee, without regard to any applicable conflicts of Laws except
insofar as the Merger is governed by the Laws of the United States.

11.10 COUNTERPARTS. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.

11.11 CAPTIONS. The captions contained in this Agreement
are for reference purposes only and are not part of this Agreement.

11.12 INTERPRETATIONS. Neither this Agreement nor any
uncertainty or ambiguity herein shall be construed or resolved against any
party, whether under any rule of construction or otherwise. No party to this
Agreement shall be considered the draftsman. The Parties acknowledge and agree
that this Agreement has been reviewed, negotiated, and accepted by all Parties
and their attorneys and shall be construed and interpreted according to the
ordinary meaning of the words used so as fairly to accomplish the purposes and
intentions of all parties hereto.

11.13 ENFORCEMENT OF AGREEMENT. The Parties hereto agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement was not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the
United States or any state having jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity.

11.14 SEVERABILITY. Any term or provision of this
Agreement which is invalid or unenforceable in any jurisdiction shall, as to
that jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable.

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<PAGE> 218
IN WITNESS WHEREOF, each of the Parties has caused this
Agreement to be executed on its behalf and its corporate seal to be hereunto
affixed and attested by officers thereunto as of the day and year first above
written.

<TABLE>
<S> <C>
ATTEST: READY STATE BANK

By: /s/ Ramon E. Rasco By: /s/ Jorge I. Triay
---------------------------------- ---------------------------------------------
Ramon E. Rasco Jorge I. Triay
Secretary President and Chief Executive Officer

[BANK SEAL]

ATTEST: UNION PLANTERS CORPORATION

By: /s/ E. James House, Jr. By: /s/ M. Kirk Walters
---------------------------------- ---------------------------------------------
E. James House, Jr. M. Kirk Walters
Secretary Senior Vice President, Treasurer and
Chief Accounting Officer
[CORPORATE SEAL]

ATTEST: UNION PLANTERS HOLDING
CORPORATION

By: /s/ E. James House, Jr. By: /s/ Jackson W. Moore
---------------------------------- ---------------------------------------------
E. James House, Jr. Jackson W. Moore
Secretary President and Chief Operating Officer

[CORPORATE SEAL]

ATTEST: UNION PLANTERS BANK, NATIONAL
ASSOCIATION

[ASSOCIATION SEAL]
</TABLE>

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<PAGE> 219
APPENDIX B

PLAN OF MERGER

READY STATE BANK

WITH AND INTO

UNION PLANTERS BANK, NATIONAL ASSOCIATION

THIS PLAN OF MERGER (this "Plan of Merger") is made and entered into
as of ____________, 1998, by and between UNION PLANTERS BANK, NATIONAL
ASSOCIATION, ("UPBNA") a national bank organized and existing under the laws of
the United States with its principal office located at 7130 Goodlett Farms
Parkway, Memphis, Shelby County, Tennessee 38018, with a capital of $______,
divided into ______ shares of common stock, each of $10.00, surplus of
$________, and undivided profits, including capital reserves, of $________, as
of ______, 1998, and a wholly-owned subsidiary of Union Planters Corporation
("UPC"), a corporation organized and existing under the laws of the State of
Tennessee, and READY STATE BANK, ("RSB") a state bank organized and existing
under the laws of the State of Florida with its principal office located at 3700
West 12th Avenue, Hialeah, Dade County, Florida 33012, with a capital of
$________, divided into ______ shares of common stock, each of $1.00, surplus of
$________, and undivided profits, including capital reserves, of $________, as
of ______, 1998.

PREAMBLE

WHEREAS, the Board of Directors of UPBNA and RSB have agreed that it is in
the best interests of each of the parties for RSB to merge with and into UPBNA
(the "Merger");

NOW THEREFORE BE IT RESOLVED, that in consideration of the premises and of
the covenants contained herein, and other good and valuable consideration, UPBNA
and RSB hereby make, adopt, and approve this Plan of Merger and prescribe the
terms and conditions of this Plan of Merger and the mode and manner of effecting
this Plan of Merger, as follows:

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ARTICLE 1
DEFINITIONS

Except as otherwise provided herein, the capitalized terms set forth
below shall have the following meanings:

1.1 "CERTIFICATE OF MERGER" shall mean the Certificate of Merger to be
issued by the Office of the Comptroller of the Currency, relating to the Merger
as contemplated by Section 2.1 of this Plan of Merger.

1.2 "EFFECTIVE TIME" shall mean the date and time on which the Merger
becomes effective pursuant to the Laws of the United States as defined in
Section 2.3 of this Plan of Merger.

1.3 "FLORIDA BANKING CODE" shall mean the Florida Banking Code, as
amended.

1.4 "LAW" shall have the meaning set forth in the Merger Agreement.

1.5 "MERGER" shall mean the merger of RSB with and UPBNA as provided in
Section 2.1 of this Plan of Merger.

1.6 "MERGER AGREEMENT" shall mean the Agreement and Plan of
Reorganization as amended and restated, dated as of August 27, 1998, by and
between UPC and RSB.

1.7 "NASD" shall mean the National Association of Securities Dealers,
Inc.

1.8 "NYSE" shall mean New York Stock Exchange, Inc.

1.9 "REGULATORY AUTHORITIES" shall mean collectively, the Federal Trade
Commission, the United States Department of Justice, the Board of the Governors
of the Federal Reserve System, the Office of the Comptroller of the Currency,
the Federal Deposit Insurance Corporation, the Office of the Comptroller of the
Currency, all state regulatory agencies having jurisdiction over the Parties and
their respective Subsidiaries, the NYSE, the NASD, and the SEC.

1.10 "RSB COMMON STOCK" shall mean the $1.00 par value common stock of
RSB.

1.11 "RSB SUBSIDIARIES" shall mean the Subsidiaries of RSB, which shall
include such Subsidiaries described in Section 5.4 of the Merger Agreement and
any corporation, bank, or other organization acquired as a Subsidiary of RSB in
the future and owned by RSB at the Effective Time.

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1.12 "SEC" shall mean the Securities and Exchange Commission.

1.13 "SUBSIDIARIES" shall mean all those corporations, banks,
associations, or other entities of which the entity in question owns or controls
10% or more of the outstanding equity securities either directly or through an
unbroken chain of entities as to each of which 10% or more of the outstanding
equity securities is owned directly or indirectly by its parent; provided, there
shall not be included any such entity acquired through foreclosure or any such
entity the equity securities of which are owned or controlled in a fiduciary
capacity.

1.14 "SURVIVING BANK" shall refer to UPBNA as the surviving bank
resulting from the Merger.

1.16 "UPC CAPITAL STOCK" shall mean, collectively, the UPC Common
Stock, the UPC Preferred Stock, and any other class or series of capital stock
of UPC.

1.17 "UPC COMMON STOCK" shall mean the $5.00 par value common stock of
UPC.

1.18 "UPC PREFERRED STOCK" shall mean the no par value preferred stock
of UPC and shall include the (i) Series A Preferred Stock and (ii) Series E, 8%
Cumulative, Convertible Preferred Stock, of UPC.

1.19 "UPC RIGHTS" shall mean the preferred stock purchase rights issued
pursuant to the UPC Rights Agreement.

1.20 "UPC RIGHTS AGREEMENT" shall mean that certain Rights Agreement,
dated January 19, 1989, between UPC and UPBNA, as Rights Agent.

1.21 "UPC SUBSIDIARIES" shall mean the Subsidiaries of UPC and any
corporation, bank, or other organization acquired as a Subsidiary of UPC in the
future and owned by UPC at the Effective Time.

ARTICLE 2
TERMS OF MERGER

2.1 MERGER. Subject to the terms and conditions set forth in the Merger
Agreement and this Plan of Merger, at the ------ Effective Time, RSB shall be
merged with and into UPBNA in accordance with the provisions of 12 U.S.C.
Section 215a and Section 658.42 of the

B-3
<PAGE> 222

Florida Banking Code. UPBNA shall be the Surviving Bank of the Merger and shall
continue to be governed by the Laws of the United States and shall not have
trust powers.

2.2 TIME AND PLACE OF CLOSING. The Closing will take place at 9:00 A.M.
on the date that the Effective Time occurs (or the immediately preceding day if
the Effective Time is earlier than 9:00 A.M.), or at such other time as the UPC
and RSB may determine. The Closing shall be held at a place as determined by UPC
and RSB.

2.3 EFFECTIVE TIME. The Merger and the other transactions contemplated
by this Plan of Merger shall become effective on the date and at the time
specified in the Certificate of Merger reflecting the Merger issued by the
Office of the Comptroller of the Currency. Subject to the terms and conditions
hereof, unless otherwise mutually agreed upon in writing by the chief executive
officers or chief financial officers of each Party, the Parties shall use their
reasonable efforts to cause the Effective Time to occur on such date as may be
designated by UPC within 30 days following the last to occur of (i) the
effective date of the last required consent of any Regulatory Authority having
authority over and approving or exempting the Merger (including expiration of
any applicable waiting period in respect thereof), (ii) the date on which the
shareholders of RSB approve the Merger Agreement and this Plan of Merger and
(iii) the date on which all other conditions precedent (other than those
conditions which relate to actions to be taken at the Closing) to each of UPC's
and RSB's obligations under the Merger Agreement shall have been satisfied or
waived (to the extent waivable by UPC and RSB).

2.4 ARTICLES OF ASSOCIATION. The Articles of Association (the "Articles
of Association") of UPBNA in effect immediately prior to the Effective Time
shall be the Articles of Association of the Surviving Bank until otherwise
amended or repealed. A complete set of the Articles of Association are attached
hereto as Exhibit A.

2.5 BYLAWS. The Bylaws (the "Bylaws") of UPBNA in effect immediately
prior to the Effective Time shall be the Bylaws of the Surviving Bank until
otherwise amended or repealed.

2.6 DIRECTORS AND OFFICERS. The directors of UPBNA in office
immediately prior to the Effective Time, together with such additional persons
as may thereafter be elected, shall serve as the directors of the Surviving Bank
from and after the Effective Time in accordance with the Bylaws of the Surviving
Bank. The officers of UPBNA in office immediately prior to the Effective Time,
together with such additional persons as may thereafter be elected, shall serve
as the officers of the Surviving Bank from and after the Effective Time in
accordance with the Bylaws of the Surviving Bank. The names and addresses of
such persons are attached hereto as Exhibit B.

2.7 CAPITAL STOCK. At the Effective Time, the Surviving Bank shall have
outstanding $_______ of common stock, consisting of shares ______ of $10.00 par
value per share, all of which shall be issued to UPC.

B-4
<PAGE> 223

2.8 OFFICES AND BRANCHES. Attached hereto as Exhibit C is a list of the
addresses of the main offices and all branches, existing and proposed, of the
constituent banks. The main office of RSB will remain the main office of the
Surviving Bank and no additional branches of the Surviving Bank are anticipated
to be opened.

2.9 ASSUMPTION OF RIGHTS AND LIABILITIES. All assets of RSB and UPBNA
as they exist at the Effective Time shall pass to and vest in the Surviving Bank
without any conveyance or other transfer. The Surviving Bank shall be
responsible for all of the liabilities of every kind and description, including
liabilities arising from the operation of a trust department, of each of RSB and
UPBNA existing at the Effective Time.

ARTICLE 3
MANNER OF CONVERTING SHARES

3.1 CONVERSION OF SHARES. Subject to the provisions of this Article 3,
at the Effective Time, by virtue of the Merger and without any action on the
part of UPC, RSB, UPBNA, or the shareholders of any of the foregoing, the shares
of the constituent corporations shall be converted as follows:

(a) Each share of UPC Capital Stock, including any associated UPC
Rights, issued and outstanding immediately prior to the Effective Time
shall remain issued and outstanding from and after the Effective Time.

(b) Each share of UPBNA Common Stock issued and outstanding
immediately prior to the Effective Time shall be converted into and
exchanged for one share of RSB Common Stock Effective Time.

(c) Each share of RSB Common Stock (excluding shares held by RSB,
any RSB Subsidiary, UPC or any UPC Subsidiary, in each case other than
in a fiduciary capacity or as a result of debts previously contracted)
issued and outstanding at the Effective Time shall cease to be
outstanding and shall be converted into that number (the "Exchange
Ratio") of shares of UPC Common Stock equal to the quotient obtained by
dividing (i) $169 million divided by the number of shares of RSB Common
Stock issued and outstanding immediately prior to the Effective Time,
by (ii) the Average Closing Price and rounding to the nearest
thousandth; provided, however, (x) in the event the Average Closing
Price shall be greater than $59.00 (the "Maximum Average Closing
Price"), then each share of RSB Common Stock shall be converted into
.574 of a share of UPC Common Stock, and (y) in the event if the
Average Closing Price shall be less than $53.00 (the "Minimum Average
Closing Price"), then each share of RSB Common Stock shall be converted
into .639 of a share of UPC Common Stock. Pursuant to the UPC Rights
Agreement, each share of UPC Common Stock issued in connection with the
Merger upon conversion of RSB Common Stock shall be accompanied by a
UPC Right.

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3.2 ANTI-DILUTION PROVISIONS. In the event UPC changes the number of
shares of UPC Common Stock issued and outstanding prior to the Effective Time as
a result of a stock split, stock dividend, or similar recapitalization with
respect to such stock and the record date therefor (in the case of a stock
dividend) or the effective date thereof (in the case of a stock split or similar
recapitalization for which a record date is not established) occurs prior to the
Effective Time, the ratios contained in Sections 3.1(c)(i) and (ii), if
applicable at the Effective Time shall be proportionately adjusted.

3.3 SHARES HELD BY RSB OR UPC. Each of the shares of RSB Common Stock
held by RSB, any RSB Subsidiary, UPC or any UPC Subsidiary, in each case other
than in a fiduciary capacity or as a result of debts previously contracted,
shall be canceled and retired at the Effective Time and no consideration shall
be issued in exchange therefor.

3.4 FRACTIONAL SHARES. Notwithstanding any other provision of this Plan
of Merger, each holder of shares of RSB Common Stock exchanged pursuant to the
Merger who would otherwise have been entitled to receive a fractional share of
UPC Common Stock (after taking into account all certificates delivered by such
holder) shall receive, in lieu thereof, cash (without interest) in an amount
equal to such fractional share of UPC Common Stock multiplied by the closing
price of such common stock on the NYSE-Composite Transactions List (as reported
by The Wall Street Journal or, if not reported thereby, any other authoritative
source selected by UPC) on the last trading day preceding the Effective Time. No
such holder will be entitled to dividends, voting rights, or any other rights as
a shareholder in respect of any fractional shares.

3.5 DISSENTING SHAREHOLDERS. Any holder of shares of RSB Common Stock
who perfects such holder's dissenters' rights of appraisal in accordance with
and as contemplated by Section 658.44 of the Florida Banking Code shall be
entitled to receive the value of such shares in cash as determined pursuant to
such provision of Law; provided, however, that no such payment shall be made to
any dissenting shareholder unless and until such dissenting shareholder has
complied with the applicable provisions of Section 658.44 of the Florida Banking
Code and surrendered to RSB the certificate or certificates representing the
shares for which payment is being made. In the event that after the Effective
Time a dissenting shareholder of RSB fails to perfect, or effectively withdraws
or loses, such holder's right to appraisal and of payment for such holder's
shares, UPC shall issue and deliver the consideration to which such holder of
shares of RSB Common Stock is entitled under this Article 3 (without interest)
upon surrender by such holder of the certificate or certificates representing
shares of RSB Common Stock held by such holder. Prior to the Effective Time, RSB
will establish an escrow account with an amount sufficient to satisfy the
maximum aggregate payment that may be required to be paid to dissenting
shareholders. Upon satisfaction of all claims of dissenting shareholders, the
remaining escrowed amount, reduced by payment of the fees and expenses of the
escrow agent, will be retained by the Surviving Bank.

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ARTICLE 4
DELIVERY OF CONSIDERATION

4.1 EXCHANGE PROCEDURES. Promptly after the Effective Time, UPC shall
cause the exchange agent selected by UPC (the "Exchange Agent") to mail to the
former shareholders of RSB appropriate transmittal materials (which shall
specify that delivery shall be effected, and risk of loss and title to the
certificates theretofore representing shares of RSB Common Stock shall pass,
only upon proper delivery of such certificates to the Exchange Agent). RSB shall
have the right to review the transmittal materials. After the Effective Time,
each holder of shares of RSB Common Stock (other than shares to be canceled
pursuant to Section 3.3 of this Plan of Merger or as to which dissenters' rights
have been perfected as provided in Section 3.5 of this Plan of Merger) issued
and outstanding at the Effective Time shall surrender the certificate or
certificates representing such shares to the Exchange Agent and shall promptly
upon surrender thereof receive in exchange therefor the consideration provided
in Section 3.1 of this Plan of Merger, together with all undelivered dividends
or distributions in respect of such shares (without interest thereon) pursuant
to Section 4.2 of this Plan of Merger. To the extent required by Section 3.4 of
this Plan of Merger, each holder of shares of RSB Common Stock issued and
outstanding at the Effective Time also shall receive, upon surrender of the
certificate or certificates representing such shares, cash in lieu of any
fractional share of UPC Common Stock to which such holder may be otherwise
entitled (without interest). UPC shall not be obligated to deliver the
consideration to which any former holder of RSB Common Stock is entitled as a
result of the Merger until such holder surrenders such holder's certificate or
certificates representing the shares of RSB Common Stock for exchange as
provided in this Section 4.1. The certificate or certificates of RSB Common
Stock so surrendered shall be duly endorsed as the Exchange Agent may require.
Any other provision of this Plan of Merger notwithstanding, neither UPC, RSB,
nor the Exchange Agent shall be liable to a holder of RSB Common Stock for any
amounts paid or property delivered in good faith to a public official pursuant
to any applicable abandoned property Law.

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RSB Common Stock are converted, regardless of whether such holders have
exchanged their certificates representing RSB Common Stock for certificates
representing UPC Common Stock in accordance with the provisions of this Plan of
Merger. Whenever a dividend or other distribution is declared by UPC on the UPC
Common Stock, the record date for which is at or after the Effective Time, the
declaration shall include dividends or other distributions on all shares
issuable pursuant to this Plan of Merger, but beginning 30 days after the
Effective Time, no dividend or other distribution payable to the holders of
record of UPC Common Stock as of any time subsequent to the Effective Time shall
be delivered to the holder of any certificate representing shares of RSB Common
Stock issued and outstanding at the Effective Time until such holder surrenders
such certificate for exchange as provided in Section 4.1 of this Plan of Merger.
However, upon surrender of such RSB Common Stock certificate, both the UPC
Common Stock certificate (together with all such undelivered dividends or other
distributions without interest) and any undelivered dividends and cash payments
to be paid for fractional share interests (without interest) shall be delivered
and paid with respect to each share represented by such certificate. In the
event any RSB Common Stock certificate shall have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person claiming
such certificate to be lost, stolen, or destroyed and, if required by UPC, the
posting by such person of a bond in such amount as UPC may reasonably direct as
indemnity against any claim that may be made against it with respect to such
certificate, the Exchange Agent shall issue in exchange for such lost, stolen,
or destroyed certificate the shares of UPC Common Stock and cash in lieu of
fractional shares deliverable in respect thereof pursuant to this Plan of
Merger.

ARTICLE 5
MISCELLANEOUS

5.1 CONDITIONS PRECEDENT. Consummation of the Merger by UPBNA shall be
conditioned on the satisfaction of, or waiver by UPC of the conditions precedent
to the Merger set forth in Sections 9.1 and 9.2 of the Merger Agreement.
Consummation of the Merger by RSB shall be conditioned on the satisfaction of,
or waiver by RSB of, the conditions precedent to the Merger set forth in
Sections 9.1 and 9.3 of the Merger Agreement. Such conditions include the
approval of the Merger Agreement and this Plan of Merger by the shareholders of
RSB and the Office of the Comptroller of the Currency.

5.2 TERMINATION. This Plan of Merger may be terminated at any time
prior to the Effective Time by the parties hereto as provided in Article 10 of
the Merger Agreement.

5.3 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be an original; but all of such counterparts together shall
constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Agreement as of the date first above written.

READY STATE BANK

ATTEST:
-------------------- --------------------------------
By: By:
Its: Its:

UNION PLANTERS BANK, NATIONAL
ASSOCIATION

ATTEST:
-------------------- --------------------------------
By: By:
Its: Its:

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APPENDIX C

[LETTERHEAD OF KEEFE, BRUYETTE & WOODS, INC.]

Ready State Bank
3700 West 12th Avenue
Hialeah, FL 33012

Members of the Board:

You have requested our opinion as investment bankers as to the fairness,
from a financial point of view, to the shareholders of Ready State Bank ("Ready
State") of the exchange ratio in the proposed merger (the "Merger") of Ready
State with Union Planters Corporation ("UPC"), pursuant to the Agreement and
Plan of Merger dated as of August 27, 1998, and amended and restated as of
October 23, 1998, between Ready State, and Union Planters Corporation, Union
Planters Holding Corporation and Union Planters Bank, National Association (the
"Agreement"). Under the terms of the Agreement, each outstanding share of common
stock of Ready State will be exchanged for a minimum of .574 and a maximum of
.639 shares of common stock of Union Planters (the "Exchange Ratio"). Keefe,
Bruyette & Woods, Inc. ("KBW") was informed by Ready State, and assumed for
purposes of its opinion, that the Merger (as defined herein) would be accounted
for as a pooling-of-interests under generally accepted accounting principles and
that the Merger will otherwise be consummated on the terms contemplated by the
Agreement.

KBW as part of its investment banking business is continually engaged in
the valuation of banking businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for estate, corporate and other purposes. As specialists in the
securities of banking companies we have experience in, and knowledge of, the
valuation of banking enterprises. In the ordinary course of our business as a
broker-dealer, we may, from time to time, purchase securities from, and sell
securities to Ready State and Union Planters and as a market maker in
securities, we may from time to time have a long or short position in, and buy
or sell, debt or equity securities of Union Planters for our own account and for
the accounts of our customers. To the extent we have any such position as of the
date of this opinion it has been disclosed to Ready State. We have acted as a
financial advisor to the Board of Directors of Ready State in rendering this
fairness opinion and will receive a fee from Ready State for our services.

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Ready State Bank
Board of Directors
Page 2

In connection with this opinion, we have reviewed, among other things, the
Agreement; Annual Reports to Stockholders of Union Planters and audited reports
of Ready State for the three years ended December 31, 1997; certain interim
reports to stockholders and Quarterly Reports on Form 10-Q of Union Planters,
and certain internal financial analyses and forecasts for Ready State and Union
Planters prepared by management. We also have held discussions with members of
the senior management of Ready State and Union Planters regarding the past and
current business operations, regulatory relationships, financial condition and
future prospects of their respective companies. In addition, we have compared
certain financial and stock market information for Ready State and Union
Planters with similar information for certain other companies the securities of
which are publicly traded, reviewed the financial terms of certain recent
business combinations in the banking industry and performed such other studies
and analyses as we considered appropriate.

In conducting our review and arriving at our opinion, we have relied upon
and assumed the accuracy and completeness of all of the financial and other
information provided to us or publicly available and we have not assumed any
responsibility for independently verifying any of such information. We have
relied upon the management of Ready State and Union Planters as to the
reasonableness and achievability of the financial and operating forecasts and
projections (and the assumptions and bases therefor) provided to us, and we have
assumed that such forecasts and projections reflect the best currently available
estimates and judgments of Union Planters and that such forecasts and
projections will be realized in the amounts and in the time periods currently
estimated by such management. We have also assumed that the aggregate allowances
for loan losses for Ready State and Union Planters are adequate to cover such
losses. In rendering our opinion, we have not made or obtained any evaluations
or appraisals of the property of Ready State or Union Planters nor have we
examined any individual credit files.

We have considered such financial and other factors as we have deemed
appropriate under the circumstances, including among others the following: (i)
the historical and current financial position and results of operations of Ready
State and Union Planters; (ii) the assets and liabilities of Ready State and
Union Planters; and (iii) the nature and terms of certain other merger
transactions involving banks and bank holding companies. We have also taken into
account our assessment of general economic, market and financial conditions and
our experience in other transactions, as well as our experience in securities
valuation and our knowledge of the banking industry generally. Our opinion is
necessarily based upon conditions as they exist and can be evaluated on the date
hereof and the information made available to us through the date hereof.

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Ready State Bank
Board of Directors
Page 3

Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Exchange Ratio pursuant to the Agreement is fair, from a
financial point of view, to the common shareholders of Ready State.

Very truly yours,

KEEFE, BRUYETTE & Woods, INC.

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APPENDIX D

FLORIDA BANKING CODE, AS AMENDED
SECTION 658.44

Section 658.44. Approval by Stockholders; Rights of Dissenters,' Preemptive
Rights

(1) The department shall not issue a certificate of merger in a resulting
state bank or trust company unless the plan of merger and merger agreement, as
adopted by a majority of the entire board of directors of each constituent bank
or trust company, and as approved by each appropriate federal regulatory agency
and by the department, has been approved:

(a) By the stockholders of each constituent national bank as provided
by, and in accordance with the procedures required by, the laws of the United
States applicable thereto, and

(b) After notice as hereinafter provided, by the affirmative vote or
written consent of the holders of at least a majority of the shares entitled to
vote thereon of each constituent state bank or state trust company, unless any
class of shares of any constituent state bank or state trust company is entitled
to vote thereon as a class, in which event as to such constituent state bank or
state trust company the plan of merger and merger agreement shall be approved by
the stockholders upon receiving the affirmative vote or written consent of the
holders of a majority of the shares of each class of shares entitled to vote
thereon as a class and of the total shares entitled to vote thereon. Such vote
of stockholders of a constituent state bank or state trust company shall be at
an annual or special meeting of stockholders or by written consent of the
stockholders without a meeting as provided in s. 607.0704. Approval by the
stockholders of a constituent bank or trust company of a plan of merger and
merger agreement shall constitute the adoption by the stockholders of the
articles of incorporation of the resulting state bank or state trust company as
set forth in the plan of merger and merger agreements.

(2) Written notice of the meeting of, or proposed written consent action
by, the stockholders of each constituent state bank or state trust company shall
be given to each stockholder of record, whether or not entitled to vote, and
whether the meeting is an annual or a special meeting or whether the vote is to
be by written consent pursuant to s. 607.0704, and the notice shall state that
the purpose or one of the purposes of the meeting, or of the proposed action by
the stockholders without a meeting, is to consider the proposed plan of merger
and merger agreement. Except to the extent provided otherwise with respect to
stockholders of a resulting bank or trust company pursuant to subsection (7),
the notice shall also state that dissenting stockholders will be entitled to
payment in cash of the value of only those shares held by the stockholders:

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(a) Which at a meeting of the stockholders are voted against the
approval of the plan of merger and merger agreement.

(b) As to which, if the proposed action is to be by written consent of
stockholders pursuant to s. 607.0704, such written consent is not given by the
holder thereof; or

(c) With respect to which the holder thereof has given written notice
to the constituent state bank or trust company, at or prior to the meeting of
the stockholders or on or prior to the date specified for action by the
stockholders without a meeting pursuant to s. 607.0704 in the notice of such
proposed action, that the stockholder dissents from the plan of merger and
merger agreement.

Hereinafter in this section, the term "dissenting shares" means and
includes only those shares, which may be all or less than all the shares of any
class owned by a stockholder, described in paragraphs (a), (b), and (c).

(3) On or promptly after the effective date of the merger, the resulting
state bank or trust company, or a bank holding company which, as set out in the
plan of merger or merger agreement, is offering shares rights, obligations, or
other securities or property in exchange for shares of the constituent banks or
trust companies, may fix an amount which it considers to be not more than the
fair market value of the shares of a constituent bank or trust company and which
it will pay to the holders of dissenting shares of that constituent bank or
trust company and, if it fixes such amount, shall offer to pay such amount to
the holders of all dissenting shares of that constituent bank or trust company.
The amount payable pursuant to any such offer which is accepted by the holders
of dissenting shares, and the amount payable to the holders of dissenting shares
pursuant to an appraisal, shall constitute a debt of the resulting state bank or
state trust company.

(4) The owners of dissenting shares who have accepted an offer made
pursuant to subsection (3) shall be entitled to receive the amount so offered
for such shares in cash upon surrendering the stock certificates representing
such shares at any time within 30 days after the effective date of the merger,
and the owners of dissenting shares, the value of which is to be determined by
appraisal, shall be entitled to receive the value of such shares in cash upon
surrender of the stock certificates representing such shares at any time within
30 days after the value of such shares has been determined by appraisal made on
or after the effective date of the merger.

(5) The value of dissenting shares of each constituent state bank or state
trust company, the owners of which have not accepted an offer for such shares
made pursuant to subsection (3), shall be determined as of the effective date of
the merger by three appraisers, one to be selected by the owners of at least
two-thirds of such dissenting shares, one to be selected by the board of
directors of the resulting state bank, and the third to be selected by the two
so

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chosen. The value agreed upon by any two of the appraisers shall control and
be final and binding on all parties. If, within 90 days from the effective date
of the merger, for any reason one or more of the appraisers is not selected as
herein provided, or the appraisers fail to determine the value of such
dissenting shares, the department shall cause an appraisal of such dissenting
shares to be made which will be final and binding on all parties. The expenses
of appraisal shall be paid by the resulting state bank or trust company.

(6) Upon the effective date of the merger, all the shares of stock of
every class of each constituent bank or trust company, whether or not
surrendered by the holders thereof, shall be void and deemed to be canceled, and
no voting or other rights of any kind shall pertain thereto or to the holders
thereof except only such rights as may be expressly provided in the plan of
merger and merger agreement or expressly provided by law.

(7) The provisions of subsection (6) and, unless agreed by all the
constituent banks and trust companies and expressly provided in the plan of
merger and merger agreement, subsections (3), (4), and (5) are not applicable to
a resulting bank or trust company or to the shares or holders of shares of a
resulting bank or trust company the cash, shares, rights, obligations, or other
securities or property of which, in whole or in part, is provided in the plan of
merger or merger agreement to be exchanged for the shares of the other
constituent banks or trust companies.

(8) The stock, rights, obligations, and other securities of a resulting
bank or trust company may be issued as provided by the terms of the plan of
merger and merger agreement, free from any preemptive rights of the holders of
any of the shares of stock or of any of the rights, obligations, or other
securities, of such resulting bank or trust company or of any of the constituent
banks or trust companies.

(9) After approval of the plan of merger and merger agreement by the
stockholders as provided in subsection (1), there shall be filed with the
department, within 30 days after the time limit in s. 658.43(5), a fully
executed counterpart of the plan of merger and merger agreement as so approved
if it differs in any respect from any fully executed counterpart thereof
theretofore filed with the department, and copies of the resolutions approving
the same by the stockholders of each constituent bank or trust company,
certified by the president, or chief executive officer if other than the
president, and the cashier or corporate secretary of each constituent bank or
trust company, respectively, with the corporate seal impressed thereon.

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APPENDIX E

STOCKHOLDERS' AGREEMENT

THIS AGREEMENT made and entered into effective as of the 9th day of
November, 1983, by and among PEDRO ADRIAN, MANUEL CASAS, ROBERTO CAYON, ALBERTO
J. FERNANDEZ, CARLOS M. GARCIA, ARMANDO J. GUERRA, MANUEL A. HERRAN, CEFERINO
MACHADO, CARLOS NACHON, LEOPOLDO PINO, RAMON E. RASCO and all other persons who
are signatories to this Agreement, hereinafter referred to collectively as
"Shareholders" and individually as "Shareholder," and READY STATE BANK, a
Florida Banking corporation, hereinafter referred to as the "Bank."

RECITALS:

A. The Shareholders are the owners of ________________ (______) shares of
the issued and outstanding capital stock of the Bank, which constitute
____________ percent (___%) of the capital stock of the Bank (hereinafter
referred to as the "Shares" which term shall include all of said shares of the
Bank and the shares owned by each Shareholder).

B. The number and percentage of Shares owned by each Shareholder are set
forth opposite each Shareholder's name on Exhibit "A" attached hereto and made a
part hereof.

C. The parties hereto have determined that it is in the best interest of
the Bank to provide for continuity, consistency and stability in the management
and policies of the Bank, particularly in the early years of the Bank.

D. The parties hereto have further determined that it is in their mutual
best interest and in the best interest of the Bank that certain restrictions be
placed on the transferability and disposition of Shares.

NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein and for other good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the parties agree as follows:

TERMS

1. Recitals a Part of this Agreement. The recitals and all the exhibits
referred to therein are true and correct and are hereby incorporated into and
made a part of this Agreement.

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2. Shares Subject to this Agreement. The Shares subject to this
Agreement shall be all of the issued and outstanding shares presently or
hereafter owned by the Shareholders, and by any other persons who may hereafter
become a Shareholder of the Bank and a Party to this Agreement.

3. Restriction Against Transfer. The parties agree that, except as
otherwise provided herein, none of the Shareholders shall sell, transfer,
assign, encumber or in any way dispose of, or alienate any of the Shares, which
he may now own or hereafter acquire or any right of interest therein whether
voluntarily or by operation of law, unless the Shareholder desiring to make the
sale, transfer, assignment, encumbrance or other disposition (hereinafter
referred to as the "Transferor"), shall comply with all of the requirements of
this Agreement. Any purported transfer in violation of any provision of this
Agreement shall be void and ineffectual, shall not operate to transfer any
interest or title in the purported transferee, and shall give the Shareholders
an option to purchase such Shares in the manner and on the terms and conditions
provided for herein.

4. Right of First Refusal. In the event a Shareholder, or in the
event of his death the personal representative of the deceased Shareholder's
estate, receives a bona fide written offer acceptable to that Shareholder for
the purchase of all or a portion of his Shares (or any right or interest
therein) or in the event a Shareholder, or the personal representative of the
deceased Shareholder's estate, as the case may be, offers to sell, transfer,
assign, or otherwise dispose of all or a portion of his Shares (or any right or
interest therein), the Transferor shall not make such transfer, sale,
assignment, or disposition unless such Transferor first makes the Offer
described in subparagraph A. below and such Offer is not accepted under
subparagraphs B. and C. below; then the Shares shall be transferable but only in
compliance with the terms of this Agreement.

A. Offer to Sell to the other Shareholders. The offer to sell (the
"Offer") shall be given to all the other Shareholders to this Agreement in
the manner set forth in B. below, and shall state that the Transferor
offers to sell his Shares at the price and on the terms hereinafter set
forth, and to such Offer shall be attached a statement of intention to
sell, assign, transfer, encumber or otherwise dispose of the Shares, as
the case may be; the name and address of the prospective purchaser,
transferee, assignee, lienor or recipient of any other disposition; the
number of Shares involved in the proposed sale, transfer, assignment,
encumbrance or other disposition; and the price and terms of such sale,
transfer, assignment, encumbrance or other disposition. The Transferor
shall offer to sell the Shares to the other Shareholders at a price per
Share which is the lesser of the following:

(1) The price per Share set forth in the Offer; or

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(2) The fair market value of such shares as determined
annually by the certified public accountants of the Bank as of the
end of its last preceding fiscal year.

The terms of payment shall be not less favorable to the Transferor than
those contained in the Offer.

The Offer shall be made to all the parties to this Agreement at
least 60 days prior to the date of the proposed transfer or within five
(5) days of the receipt by the Transferor of said bona fide written offer,
whichever is earlier.

Annually, the Bank's certified public accountants shall determine
the fair market value of the Shares as of the end of the last preceding
fiscal year of the Bank, and the Shareholders shall consider, adopt and
ratify (by vote of a two-thirds majority of the Shareholders owning Shares
subject to this Agreement) the most current determination of fair market
value by the said accountants (herein the "Fair Market Value").

B. Acceptance of Offer. The Shareholders shall each be entitled to
purchase the shares so offered in the same proportion as the number of
Shares then owned by each bears to the total number of Shares then owned
by all the Shareholders, excluding the Shares owned by the Transferor.
Within 60 days after receipt of the Offer, the Shareholders shall notify
the Transferor of their acceptance and of their decision to purchase all
or a portion of the Shares offered. In the event that one or more
Shareholder elects not to purchase his pro rata portion of offered Shares,
as described above, then each remaining Shareholder shall have the right
to purchase any remaining Shares subject to the Offer in the same
proportion as the number of Shares owned by him bears to the total number
of Shares owned by all the remaining Shareholders desiring to purchase
such remaining Shares. The notice of acceptance of the Offer shall specify
a date for the closing of the purchase, which date shall not be more than
thirty (30) days after the date of the giving of such acceptance. The
closing shall take place at the principal office of the Bank or its
counsel.

C. Rejection of Offer. If all or a portion of the Shares subject to
such Offer are not accepted for purchase by the Shareholders as set forth
above, the Transferor may make a bona fide sale, transfer, assignment,
encumbrance or other disposition of such Shares to the prospective
purchaser, transferee, assignee, lienor or recipient of any other
disposition named in the statement attached to the Offer, but only in
strict compliance with the terms therein stated. If the Transferor shall
fail to make such sale, transfer, encumbrance or other disposition within
thirty (30) days following the rejection of the Offer, the Shares which
are the subject of the Offer shall again become subject to all
restrictions of this Agreement.

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5. Bankruptcy or Involuntary Transfer. Each shareholder agrees that upon
the filing of a petition in bankruptcy under the Federal Bankruptcy Act,
insolvency including insolvency under any state insolvency act, conviction of a
crime (as defined in Fla. Stat. Section 775.08(4) or under federal law) or upon
any involuntary transfer, including transfer or disposition of Shares under
judicial order, legal process, execution, attachment, transfer by operation of
law or other transfer of all or a portion of his Shares, the other Shareholders
shall have the option to purchase such Shares.

The bankrupt or insolvent Shareholder, convicted Shareholder or
Shareholder subject to legal process (herein the "Seller") shall offer to sell
his shares to the other Shareholders within one hundred twenty (120) days of the
event triggering the sale (e.g. filing of petition in bankruptcy) at a price
equal to the Fair Market Value of the Shares. The purchase price of the offered
Shares shall be paid as follows: thirty percent (30%) at the closing of the
purchase and sale and the balance shall be paid in four (4) equal quarterly
installments of principal and interest, at an interest rate equal to the prime
rate of Southeast Bank, N.A. (or its successor) on the date of closing. The
first quarterly installment shall be due and payable within 90 days after the
closing. The other Shareholders shall either accept or reject the offer in the
same manner and under the same terms and conditions as described in
subparagraphs 4.B. and 4.C. above.

The failure of the Seller to comply with the provisions of this section
shall constitute a breach of this Agreement, and any transfer or assignment in
violation of the provisions of this section shall be void and ineffectual, shall
not operate to transfer any interest or title in the purported transferee or
assignee, and shall give the Shareholders an option to purchase such Shares in
the manner and on the terms and conditions provided for herein.

6. Permitted Transfers. Notwithstanding the restrictions on transfer
contained herein, any Shareholder may sell, assign, or otherwise transfer all or
any portion of his Shares to any adult "member of the immediate family" of a
Shareholder, or in trust or by will or to a custodian under the Florida Gift to
Minors Act for the benefit of any "member of the immediate family" of a
Shareholder as defined in this paragraph 6; provided, however, that any Shares
transferred pursuant to this paragraph 6 shall remain subject to all the
limitations and restrictions contained in this Agreement.

For purposes of this paragraph 6, the phrase "member of the immediate
family" shall mean any parent or ancestor of a parent, spouse, any descendants
(including legally adopted children), any spouse of any such descendant, any
brothers or sisters and any descendants of any such brothers and sisters.

7. Endorsement on Share Certificates. Upon the execution of this
Agreement, the certificates of the Shares subject hereto shall be surrendered to
the Bank. The Bank shall endorse on the face of each certificate a legend
reading substantially as follows:

E-4
<PAGE> 238

"Any sale, assignment, transfer, pledge or other disposition of the
shares of stock represented by this certificate is restricted by,
and subject to, the terms and provisions of a Stockholder Agreement,
dated __________________. A copy of said Agreement is on file with
the cashier of the Bank and in the stock book of the Bank. By
acceptance of this certificate, the holder hereof agrees to be bound
by the terms of said Agreement."

After endorsement, the certificates shall be returned to the Shareholders who,
subject to the terms of this Agreement, shall be entitled to exercise all rights
of ownership of such Shares. All Shares hereafter issued to the Shareholders or
to any new shareholder executing this Agreement shall bear the same endorsement.

8. Documentary Stamps. Whenever any stock is sold or transferred pursuant
to this Agreement, the sellor or transferor shall affix to the certificate of
stock all necessary documentary stamps.

9. Amendment and Termination of this Agreement. All amendments to this
Agreement shall be by written instrument signed by the shareholders owning
two-thirds (2/3) of the Shares subject to this Agreement. Unless terminated at
an earlier date by written instrument signed by the Shareholders owning
two-thirds (2/3) of the Shares subject to this Agreement, this Agreement shall
terminate at such time as only one Shareholder remains.

10. Breach of Agreement. It shall constitute a breach of this Agreement if
any Shareholder violates any of the provisions of this Agreement. In the event
of such a breach of this Agreement hereto which is not cured or waived within
the applicable grace period as set forth below, any party hereto claiming that a
breach has occurred may, if he so elects, pursue any remedy that may exist, in
law or in equity, for a breach of this Agreement. If however, the party against
whom the breach of this Agreement is claimed believes, in good faith, that:

A. No breach has occurred, or

B. The party claiming a breach of this Agreement has also breached
this Agreement.

then prior to the institution of any legal proceedings, that matter or matters
shall be arbitrated pursuant to the provisions of paragraph 11. below. Any party
claiming that a breach of this agreement has occurred shall give the party who
is alleged to have committed such breach fifteen (15) days written notice
specifying the nature thereof with a request that same be cured or corrected
during said fifteen (15) day grace period.

E-5
<PAGE> 239

11. Arbitration. It is the intention of the parties that whenever possible
all disputes arising under this Agreement shall be settled through arbitration.
Except in cases where emergency equitable relief is necessary or appropriate, if
a dispute or controversy arises pursuant to Paragraph 10, above, then such
dispute or controversy shall be settled by arbitration in accordance with the
procedures, rules and regulations of the American Arbitration Association. The
decision rendered by the arbitrator(s) shall be binding upon the parties and
judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof. Arbitration shall be held in Dade County,
Florida. All costs of arbitration and attorneys' fees incurred by the parties
shall be paid by the non-prevailing party or, if neither party prevails on the
whole, each party shall be responsible for his costs of arbitration and
attorneys' fees.

12. Specific Performance. The Shareholders acknowledge and agree that the
Shares of the Bank cannot be readily purchased or sold in the open market, that
they have a unique and special value, and that the Shareholders would be
irreparably damaged if the terms of this Agreement were not capable of being
specifically enforced; for this reason the Shareholders agree that the purchase
of Shares in accordance with the terms of this Agreement shall be specifically
enforceable and that the remedy of specific performance may be sought and
obtained in an arbitration proceeding. The Shareholders further agree that any
sale or disposition which does not strictly comply with the terms and conditions
of this Agreement may be restrained by emergency injunctive relief, whenever
resort to arbitration would be inadequate, and that such equitable relief
provided herein shall not in any way limit or deny any other remedy at law which
a Shareholder might otherwise have. In addition, all parties to this Agreement
hereby expressly waive any objection, in any such equitable action, that the
party seeking equitable relief has or may have an adequate remedy at law and
hereby consent to any such equitable action.

13. Cost and Expense of Litigation. If any party shall institute legal
proceedings against any other party based upon a cause of action arising out of
this Agreement, the non-prevailing party in such proceedings shall pay the costs
and expenses incurred by the prevailing party in such proceedings, including
reasonable attorneys' fees and including any and all costs and fees incurred on
appeal of any lower court decision.

14. Entire Agreement. Except as otherwise provided herein, this Agreement
constitutes the final, complete and exclusive expression of the understanding of
the parties and the same may not be amended or modified except by a writing
signed by all parties hereto. All understandings and agreements heretofore had
between the parties are merged in this Agreement.

15. Benefit. Except as otherwise expressly provided herein, this Agreement
shall inure to the benefit of and be binding upon each Shareholder, his heirs,
personal representatives and assigns.

E-6
<PAGE> 240

16. Captions. The captions of this Agreement are for convenience and
reference only and in no way define, describe, extend or limit the scope or
intent of this Agreement, or the intent of any provision hereof.

17. Further Assurances. The parties agree to execute any and all
documentation necessary or appropriate to carry out the provisions of this
Agreement.

18. Severability. The determination by any court of competent jurisdiction
that any provision of this Agreement is not enforceable in accordance with its
terms shall not affect the validity or enforceability of the remaining
provisions of this Agreement, but rather such unenforceable provisions shall be
stricken or modified in accordance with the court's decision, and this
Agreement, as so modified, shall continue to bind the parties hereto.

19. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on
the day and year first above written.

[Executed by Stockholders]

E-7
<PAGE> 241

AMENDMENT TO THE STOCKHOLDERS' AGREEMENT

THIS AMENDMENT made and entered into effective as of the 15th day of
April, 1992, by and among PEDRO ADRIAN, ROBERTO CAYON, ALBERTO J. FERNANDEZ,
CARLOS M. GARCIA, ARMANDO J. GUERRA, MANUEL A. HERRAN, CEFERINO MACHADO, SERGIO
PINO, RAMON E. RASCO, and all other persons who are signatories to the
Agreement, hereinafter referred to collectively as "Shareholders" or
"Stockholders" and individually as "Shareholder" or "Stockholder"), and READY
STATE BANK, a Florida banking corporation (the "Bank").

RECITALS:

A. The Shareholders are the owners of the issued and outstanding capital
stock of the Bank.

B. The number of Shares owned by each Shareholder is set forth
underneath each Shareholder's name and address on the Stockholder
Signature Page attached hereto and made a part hereof as Exhibit
"A".

C. The parties hereto have determined that it is in the best interest
of the Bank to amend the Shareholders' Agreement dated November 9,
1986 (the "Agreement"), pursuant to the terms and conditions set
forth in this Amendment.

TERMS

1. The recitals and all the exhibits referred to therein are true and
correct and are hereby incorporated into and made a part of this Amendment.

2. All terms capitalized herein shall have the same meaning ascribed to
them in the Agreement.

3. All other terms and conditions of the Agreement not inconsistent with
those stated below shall remain in full force and effect.

E-8
<PAGE> 242

4. The parties hereby agree that the following shall be added to paragraph
6 of the Agreement:

In the event the Bank issues additional shares, for which pursuant to
the Bank's Articles of Incorporation each Shareholder has preemptive
rights, each Shareholder may direct the Bank to issue the additional
shares in the name of a member of his immediate family, in trust for
himself or one or more members of his immediate family, or to a pension
plan, profit-sharing plan, or other retirement plan for the benefit of
such person or other member of his immediate family or exactly as his or
her other Shares are held. The directions with respect to the issuance of
Shares shall be written and shall state the exact name of the individual
or entity receiving the shares and a statement which establishes
compliance with the foregoing provisions. In the event of any dispute
between husband and wife or between family members, the Bank shall issue
the additional shares exactly as prior Shares had been issued.

Any Shareholder who owns or desires to sell one percent (1%) or less
of the total Shares of the Bank, may effectuate such sale or transfer, if
Shareholder so desires, without complying with the requirements of
paragraph 4, by giving written notice thereof, including the desired price
and terms, to the Bank's Board of Directors (the "Directors"), which may
then effectuate a sale or transfer of such Shares to any other person
deemed by the Directors to be beneficial for the Bank, including without
limitation a Shareholder, Director or officer of the Bank; provided,
however, that no Shareholder shall utilize this procedure more often than
one time every twelve months - i.e., once this procedure is utilized by a
Shareholder, such Shareholder may not again utilize it until twelve months
have passed.

The selling Shareholder shall present to the Directors a written
request to sell or transfer such Shares, which shall state the terms of
the sale. If necessary or appropriate, the Directors may require
additional information regarding the proposed sale or transfer. Within
thirty (30) days after receipt of all required information, the Directors
may either (i) designate another person, which may or may not be a
Shareholder, in the Directors' sole and absolute discretion, to purchase
such Shares, upon the terms and conditions set forth in such written
request, or (ii) advise the selling Shareholder to proceed pursuant to the
terms and conditions of paragraph 4.

The Directors' notice of acceptance of the Offer shall specify a
date for the closing of the purchase, which date shall not be more than
thirty (30) days after the date or the giving of such acceptance. The
closing shall take place at the principal office of the Bank or at the
office of its legal counsel.

E-9
<PAGE> 243

Any Shares transferred pursuant to this paragraph 6 shall remain
subject to all the limitations and restrictions contained in the
Agreement.

5. The following new paragraph are added to the Agreement:

20. Waiver. Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof, shall not be deemed a waiver of
such terms, covenants or conditions nor shall any waiver or relinquishment
of any right or power be deemed a waiver of such terms, covenants and
conditions nor shall any waiver or relinquishment of any right or power
hereunder at any one time or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.

21. No Third Party Right. Unless otherwise expressly stated herein,
the provisions of the Agreement are for the exclusive benefit of the
parties hereto and no other person, including creditors of any party
hereto, shall have any right or claim against any party by reason of the
Agreement or be entitled to enforce any provision herein against any party
hereto.

22. Notice. Any notice required to be given hereunder pursuant to
the provisions of the Agreement shall be in writing and be hand-delivered
or sent by certified or registered mail return receipt requested, to the
Shareholders at the addresses set forth in Exhibit "A" of the Agreement
and to the Bank at the address set forth in the preamble of the Agreement,
unless any such address is changed as provided below. Any change in the
Shareholder or address of any of the holders of Shares subject to the
Agreement or of the Bank shall be given to the other Shareholders and the
Bank in writing.

23. Miscellaneous. Whenever used, the singular shall include the
plural and the plural shall include the singular, and the use of any
gender shall include the other.

24. Florida Law to Govern. The validity of the Agreement and any of
its terms and provisions as well as the rights and duties of the parties
hereto shall be interpreted and construed pursuant to and in accordance
with the laws of the State of Florida.

25. WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY, WAIVE THE RIGHT WHICH ANY PARTY MAY HAVE TO TRIAL BY
JURY IN RESPECT OF ANY ACTION, PROCEEDING, LITIGATION OR

E-10
<PAGE> 244

COUNTERCLAIM BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
THE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. IF THE SUBJECT MATTER
OF ANY LAWSUIT IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO
PARTY TO THE AGREEMENT SHALL PRESENT AS A NON-COMPULSORY COUNTERCLAIM IN
SUCH LAWSUIT ANY CLAIM ARISING OUT OF THE AGREEMENT. FURTHERMORE, NO PARTY
TO THE AGREEMENT SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY
TRIAL CANNOT BE WAIVED.

6. Except as amended hereby, the terms and conditions of the Agreement are
hereby confirmed and ratified.

The Shareholders and the Bank have executed this Amendment effective as of
the date and year first stated above.

READY STATE BANK, a Florida
banking corporation
ATTEST:
By: /s/ Enrique O. Ortiz
/s/ Ramon E. Rasco ---------------------------
- --------------------------- Enrique O. Ortiz, President
Secretary

[CORPORATE SEAL]

SHAREHOLDERS AND DIRECTORS:

/s/ Pedro Adrian /s/ Manuel A. Herran
- -------------------------- --------------------------
Pedro Adrian Manuel A. Herran

/s/ Roberto Cayon /s/ Caferino Machado
- -------------------------- --------------------------
Roberto Cayon Caferino Machado

/s/ Albert J. Fernandez /s/ Sergio Pino
- -------------------------- --------------------------
Albert J. Fernandez Sergio Pino

/s/ Carlos M. Garcia /s/ Ramon E. Rasco
- -------------------------- --------------------------
Carlos M. Garcia Ramon E. Rasco

/s/ Armando J. Guerra
- --------------------------
Armando J. Guerra

E-11
<PAGE> 245

Note: This Amendment shall be executed through the use of separate
signature pages or in any number of counterparts, and each of such counterparts
shall, for all purposes, constitute one agreement binding on all the parties,
notwithstanding that all parties are not signatories to the same counterpart. An
example of the signature page is attached hereto as Exhibit "A".

E-12
<PAGE> 246

EXHIBIT "A"

Attached to and made a part of the Amendment to the Stockholders'
Agreement with Ready State Bank, a Florida banking corporation.

STOCKHOLDER SIGNATURE PAGE

The undersigned hereby acknowledges that he has received a copy of the
Amendment to the Stockholders' Agreement by and among the other Stockholders and
Ready State Bank, a Florida banking corporation.

The undersigned hereby signs and seals the Amendment to the
Stockholders' Agreement as a Stockholder, thereby agreeing to all the terms
hereof.

Stockholder Addresses (All Notices To This Address)

- ------------------------- ---------------------------------------
Print Name:
--------------
---------------------------------------

- ------------------------- ---------------------------------------
Date Total Number of Shares

E-13
<PAGE> 247

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Restated Charter of the Registrant provides as follows:

TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:

To the fullest extent permitted by Tennessee law, the Corporation
may indemnify or purchase and maintain insurance to indemnify any of its
directors, officers, employees or agents and any persons who may serve at
the request of the Corporation as directors, officers, employees, trustees
or agents of any other corporation, firm, association, national banking
association, state-chartered bank, trust company, business trust,
organization or any other type of entity whether or not the Corporation
shall have any ownership interest in such entity. Such indemnification(s)
may be provided for in the Bylaws, or by resolution of the Board of
Directors or by appropriate contract with the person involved.

Article V, INDEMNIFICATION, of the Registrant's Amended and Restated
Bylaws provides as follows:

The Corporation does hereby indemnify its directors and officers to
the fullest extent permitted by the laws of the State of Tennessee and by
ARTICLE TWELFTH of its Charter. The Corporation may indemnify any other
person to the extent permitted by the Charter and by applicable law.

Indemnification of corporate directors and officers is governed by
Sections 48-18-501 through 48-18-509 of the Tennessee Business Corporation
Act (the "Act"). Under the Act, a person may be indemnified by a
corporation against judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) actually and necessarily
incurred by him in connection with any threatened or pending suit or
proceeding or any appeal thereof (other than an action by or in the right
of the corporation), whether civil or criminal, by reason of the fact that
he is or was a director or officer of the corporation or is or was serving
at the request of the corporation as a director or officer, employee or
agent of another corporation of any type or kind, domestic or foreign, if
such director or officer acted in good faith for a purpose which he
reasonably believed to be in the best interest of the corporation and, in
criminal actions or proceedings only, in addition, had no reasonable cause
to believe that his conduct was unlawful. A Tennessee corporation may
indemnify a director or officer thereof in a suit by or in the right of
the corporation against amounts paid in settlement and reasonable
expenses, including attorneys' fees, actually and necessarily incurred as
a result of such suit unless such director or officer did not act in good
faith or with the degree of diligence, care and skill which ordinarily
prudent men exercise under similar circumstances and in like positions.

II - 1
<PAGE> 248

A person who has been wholly successful, on the merits or otherwise,
in the defense of any of the foregoing types of suits or proceedings is
entitled to indemnification for the foregoing amounts. A person who has
not been wholly successful in any such suit or proceeding may be
indemnified only upon the order of a court or a finding that the director
or officer met the required statutory standard of conduct by (i) a
majority vote of a disinterested quorum of the Board of Directors, (ii)
the Board of Directors based upon the written opinion of independent legal
counsel to such effect, or (iii) a vote of the stockholders.

ITEM 21. EXHIBITS.

The following exhibits are filed herein or have been, as noted, previously
filed:

<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- --------------------------------------------------------------

<S> <C>
2.1 Agreement and Plan of Reorganization, dated as of August 27,
1998, and amended and restated as of October 23, 1998, by and
among Ready State, Union Planters Corporation, Union Planters
Holding Corporation, and Union Planters Bank, National
Association (Included as Appendix A to the proxy
statement-prospectus included as part of this registration
statement.)

2.2 Plan of Merger of Ready State with and into Union Planters Bank,
National Association. (Included as Appendix B to the proxy 2.2
statement-prospectus included as part of this registration
statement.)

2.3 Termination Fee Agreement, dated as of August 27, 1998, by and
between Union Planters Corporation and Ready State.

4.1 Restated Charter of Union Planters Corporation. (Incorporated
by reference to Exhibit 3(a) to the Quarterly Report on Form
10-Q of Union Planters Corporation for the nine months ended
March 31, 1998 (File No. 1-10160).)

4.2 Amended and Restated Bylaws of Union Planters Corporation.
(Incorporated by reference to exhibit 3(b) to the Annual
Report on Form 10-K of Union Planters Corporation for the
fiscal year ended December 31, 1996 (File No. 1-10160).)

4.3 Stockholders' Agreement, dated as of November 9, 1983, by and
among Ready State Bank and its Stockholders as amended by the
Amendment to Stockholders' Agreement, dated as of April 15,
1992, by and among Ready State Bank and its Stockholders
(Included as Appendix E to proxy statement-prospectus included
as part of this registration statement).

5.1 Opinion of E. James House, Jr., Secretary and Manager of the
Legal Department of Union Planters Corporation, as to the
validity of the shares of Union Planters Corporation common
stock.

8.1 Form of opinion of Alston & Bird LLP as to federal income tax
consequences.

</TABLE>

II - 2
<PAGE> 249

<TABLE>

<S> <C>
23.1 Consent of PricewaterhouseCoopers LLP (for Union Planters).

23.2 Consent of PricewaterhouseCoopers LLP (for Ready State).

23.3 Consent of E. James House, Jr., Secretary and Manager of the
Legal Department of Union Planters Corporation (included in
Exhibit 5.1).

23.4 Consent of Alston & Bird LLP (to be filed by amendment and
included in Exhibit 8.1).

23.5 Consent of Keefe, Bruyette & Woods, Inc.

24.1 Power of Attorney (contained on the signature page hereof).

99.1 Form of Proxy of Ready State.

99.2 Notice of Special Meeting of Ready State Stockholders
</TABLE>

II - 3
<PAGE> 250

ITEM 22. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(2) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(3) That for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(5) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.

(6) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.

(7) That prior to any public reoffering of the securities registered
hereunder through the use of a prospectus which is a part of this registration
statement, by any person or party who is

II - 4
<PAGE> 251

deemed to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.

(8) That every prospectus: (i) that is filed pursuant to Paragraph (7)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

II - 5
<PAGE> 252

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee on this the 15th day of October, 1998.

REGISTRANT

UNION PLANTERS CORPORATION

By: /s/ Benjamin W. Rawlins, Jr.
------------------------------
Benjamin W. Rawlins, Jr.
Chairman and Chief Executive Officer

We, the undersigned directors and officers of Union Planters Corporation
do hereby constitute and appoint E. James House, Jr. and M. Kirk Walters, and
each of them, our true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for us and in our name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and we do
hereby ratify and confirm all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

II - 6
<PAGE> 253

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and at the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----

<S> <C> <C>
/s/ Benjamin W. Rawlins, Jr. Chairman of the Board, Chief Executive October 15, 1998
- ------------------------------- Officer, Director (Principal
Benjamin W. Rawlins, Jr. Executive Officer)

/s/ Jackson W. Moore President, Chief Operating Officer, October 15, 1998
- ------------------------------- Director
Jackson W. Moore

/s/ John W. Parker Executive Vice President and October 15, 1998
- ------------------------------- Chief Financial Officer
John W. Parker (Principal Financial Officer)

/s/ M. Kirk Walters Senior Vice President, Treasurer, October 15, 1998
- ------------------------------- and Chief Accounting Officer
M. Kirk Walters

- ------------------------------- Director __________, 1998
Albert M. Austin

/s/ Marvin E. Bruce Director October 15, 1998
- -------------------------------
Marvin E. Bruce

/s/ George W. Bryan Director October 15, 1998
- -------------------------------
George W. Bryan

/s/ James E. Harwood Director October 15, 1998
- -------------------------------
James E. Harwood

/s/ Parnell S. Lewis, Jr. Director October 15, 1998
- -------------------------------
Parnell S. Lewis, Jr.
</TABLE>

II - 7
<PAGE> 254

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----

<S> <C> <C>
/s/ C. J. Lowrance, III Director October 15, 1998
- -------------------------------
C. J. Lowrance, III

/s/ Stanley D. Overton Director October 15, 1998
- -------------------------------
Stanley D. Overton

/s/ Dr. V. Lane Rawlins Director October 15, 1998
- -------------------------------
Dr. V. Lane Rawlins

/s/ Donald F. Schuppe Director October 15, 1998
- -------------------------------
Donald F. Schuppe

/s/ David M. Thomas Director October 15, 1998
- -------------------------------
David M. Thomas

Director __________, 1998
- -------------------------------
Richard A. Trippeer, Jr.

/s/ Spence L. Wilson Director October 15, 1998
- -------------------------------
Spence L. Wilson
</TABLE>

II - 8
<PAGE> 255

EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit
No. Description
- ------------ --------------------------------------------------------------

<S> <C>
2.1 Agreement and Plan of Reorganization, dated as of August 27,
1998, and amended and restated as of October 23, 1998, by and
among Ready State, Union Planters Corporation, Union Planters
Holding Corporation, and Union Planters Bank, National
Association (Included as Appendix A to the proxy statement
included as part of this registration statement.)

2.2 Plan of Merger of Ready State with and into Union Planters
Bank, National Association. (Included as Appendix B to the
proxy statement-prospectus included as part of this
registration statement.)

2.3 Termination Fee Agreement, dated as of August 27, 1998, by and
between Union Planters Corporation and Ready State.

4.3 Stockholders' Agreement, dated as of November 9, 1983, by
and among Ready State Bank and its Stockholders as amended by
the Amendment to Stockholders' Agreement, dated as of April
15, 1992, by and among Ready State Bank and its Stockholders
(Included as Appendix E to proxy statement-prospectus included
as part of this registration statement).

5.1 Opinion of E. James House, Jr., Secretary and Manager of the
Legal Department of Union Planters Corporation, as to the
validity of the shares of Union Planters Corporation common
stock.

8.1 Form of opinion of Alston & Bird LLP as to federal income tax
consequences.

23.1 Consent of PricewaterhouseCoopers LLP (for Union Planters).

23.2 Consent of PricewaterhouseCoopers LLP (for Ready State).

23.3 Consent of E. James House, Jr., Secretary and Manager of the
Legal Department of Union Planters Corporation (included in
Exhibit 5.1).

23.4 Consent of Alston & Bird LLP (to be filed by amendment and
included in Exhibit 8.1).

23.5 Consent of Keefe, Bruyette & Woods, Inc.

24.1 Power of Attorney (contained on the signature page hereof).

99.1 Form of Proxy of Ready State.

99.2 Notice of Special Meeting of Ready State Stockholders
</TABLE>

II - 9

<PAGE> 1
EXHIBIT 2.3

READY STATE BANK
3700 West 12th Avenue
Hialeah, Florida 33102

August 27, 1998

Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018

Attention:Benjamin W. Rawlins, Jr.
Chairman and Chief Executive Officer

Ladies and Gentlemen:

We refer to the Agreement and Plan of Reorganization (the "Merger
Agreement") of even date herewith between Union Planters Corporation ("UPC") and
Ready State Bank ("RSB"). Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Merger Agreement.

In order to induce UPC to enter into the Merger Agreement, and in
consideration of UPC's undertaking of efforts in furtherance of the transactions
contemplated thereby, RSB agrees as follows:

1. Representations and Warranties. RSB hereby represents and warrants to
UPC that RSB has all requisite corporate power and authority to enter into this
letter agreement (the "Agreement") and to perform its obligations set forth
herein. The execution, delivery and performance of this Agreement have been duly
and validly authorized by all necessary corporate action on the part of RSB.
This Agreement has been duly executed and delivered by RSB.

2. Termination Fee. (a) Unless a Nullifying Event shall have occurred and
be continuing at the time the Merger Agreement is terminated, in the event that
(i) the Merger Agreement shall have been terminated pursuant to Article 10.1(b)
or (c) thereof, (ii) prior to or concurrently with such termination of the
Merger Agreement a First Trigger Event shall have occurred, and (iii) prior to,
concurrently with or within 12 months after such termination an Acquisition
Event (as such term is defined below) shall have occurred, RSB shall pay to UPC
a cash fee of $5.0 million. Such fee shall be payable in immediately available
funds on or before the second business day following the occurrence of such
Acquisition Event.

- 1 -
<PAGE> 2

(b) As used herein, a "First Trigger Event" shall mean the occurrence of
any of the following events:

(i) RSB's Board of Directors shall have failed to approve or recommend
the Merger Agreement or the Merger, or shall have withdrawn or modified in
a manner adverse to UPC its approval or recommendation of the Merger
Agreement or the Merger, or shall have resolved or publicly announced an
intention to do either of the foregoing;

(ii) RSB or any Significant Subsidiary (as such term is defined
below), or the Board of Directors of RSB or a Significant Subsidiary,
shall have recommended that the shareholders of RSB approve any
Acquisition Proposal (as such term is defined below) or shall have entered
into an agreement with respect to, authorized, approved, proposed or
publicly announced its intention to enter into, any Acquisition Proposal;

(iii) the Merger Agreement shall not have been approved at a meeting
of RSB shareholders which has been held for that purpose prior to
termination of the Merger Agreement in accordance with its terms, if prior
thereto it shall have been publicly announced that any person (other than
UPC or any of its Subsidiaries) shall have made, or disclosed an intention
to make, an Acquisition Proposal;

(iv) any person (together with its affiliates and associates) or group
(as such terms are used for purposes of Section 13(d) of the Exchange Act)
(other than UPC and its Subsidiaries) shall have acquired beneficial
ownership (as such term is used for purposes of Section 13(d) of the
Exchange Act) or the right to acquire beneficial ownership of 20% or more
of the then outstanding shares of the stock then entitled to vote
generally in the election of directors of RSB or a Significant Subsidiary;
or

(v) following the making of an Acquisition Proposal, RSB shall have
breached any covenant or agreement contained in the Merger Agreement such
that UPC would be entitled to terminate the Merger Agreement under Section
10.1(c) thereof (without regard to any grace period provided for therein)
unless such breach is promptly cured without jeopardizing consummation of
the Merger pursuant to the terms of the Merger Agreement.

(c) As used herein, "Acquisition Event' shall mean the consummation of any
event described in the definition of "Acquisition Proposal," except that the
percentage reference contained in clause (C) of such definition shall be 50%
instead of 20%.

(d) As used herein, "Acquisition Proposal" shall mean any (i) publicly
announced proposal, (ii) regulatory application or notice (whether in draft or
final form), (iii) agreement or understanding, (iv) disclosure of an intention
to make a proposal, or (v) amendment to any of the foregoing, made or filed on
or after the date hereof, in each case with respect to any of the following
transactions with a counterparty other than parent or any of its Subsidiaries:
(A) a merger or consolidation, or any similar transaction, involving RSB or any
Significant Subsidiary (other than

- 2 -
<PAGE> 3

mergers, consolidations or similar transactions involving solely RSB and/or one
or more wholly owned Subsidiaries of RSB and other than a merger or
consolidation as to which the common shareholders of RSB immediately prior
thereto in the aggregate own at least 70% of the common stock of the publicly
held surviving or successor corporation (or any publicly held ultimate parent
company thereof) immediately following consummation thereof); (B) a purchase,
lease or other acquisition of all or substantially all of the assets or deposits
of RSB or any Significant Subsidiary; or (C) a purchase or other acquisition
(including by way of merger, consolidation, share exchange or otherwise) of
securities representing 20% or more of the voting power of RSB or any
Significant Subsidiary.

(e) As used herein, "Nullifying Event" shall mean any of the following
events occurring and continuing at a time when RSB is not in material breach of
any of its covenants or agreements contained in the Merger Agreement and UPC
shall be in breach of any of its covenants or agreements contained in the Merger
Agreement such that RSB shall be entitled to terminate the Merger Agreement
pursuant to Section 10(c) thereof (without regard to any grace period provided
for therein).

(f) As used herein, "Significant Subsidiary" shall mean a "significant
subsidiary," as defined in Rule 1-02 of Regulation S-X promulgated by the
Securities and Exchange Commission, of RSB.

3. To the extent that RSB is prohibited by applicable law or regulation,
or by administrative actions or policy of a federal or state financial
institution supervisory agency having jurisdiction over it, from making the
payments required to be paid by RSB herein in full, it shall immediately so
notify UPC and thereafter deliver or cause to be delivered, from time to time,
to UPC, the portion of the payments required to be paid by it herein that it is
no longer prohibited from paying, within five business days after the date on
which the RSB is no longer so prohibited; provided, however, that if RSB at any
time is prohibited by applicable law or regulation, or by administrative actions
or policy of a federal or state financial institution supervisory agency having
jurisdiction over it, from making the payments required hereunder in full, it
shall (i) use its reasonable best efforts to obtain all required regulatory and
legal approvals and to file any required notices as promptly as practicable in
order to make such payments, (ii) within five days of the submission or receipt
of any documents relating to any such regulatory and legal approvals, provide
UPC with copies of the same, and (iii) keep UPC advised of both the status of
any such request for regulatory and legal approvals, as well as any discussions
with any relevant regulatory or other third party reasonably related to the
same.

4. Except where federal law specifically applies, this Agreement shall be
construed and interpreted according to the laws of the State of Tennessee
without regard to conflicts of laws principles thereof.

5. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

- 3 -
<PAGE> 4

6. Nothing contained herein shall be deemed to authorize RSB or UPC to
breach any provision of the Merger Agreement.

Please confirm your agreement with the understanding set forth herein
by signing and returning to us the enclosed copy of this Agreement.

Very truly yours,

READY STATE BANK

By /s/ Jorge I. Triay
---- ----------------------
Jorge I. Triay
President and Chief Executive Officer

Accepted and agreed to as of
the date first above written:

UNION PLANTERS CORPORATION

By /s/ M. Kirk Walters
----- -------------------------
M. Kirk Walters
Senior Vice President and
Chief Accounting Officer

- 4 -

<PAGE> 1
EXHIBIT 5.1

[UNION PLANTERS CORPORATION LETTERHEAD]

Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018

Re: 3,214,321 Shares of the Common Stock, $5.00 Par Value Per Share of
Union Planters Corporation, a Tennessee Corporation ("UPC")

Ladies and Gentlemen:

The undersigned has participated in the preparation of a registration
statement on Form S-4 (the "Registration Statement") for filing with the
Securities and Exchange Commission in respect to not more than 3,214,321 shares
of UPC's common stock, $5.00 par value per share, including accompanying
Preferred Share Rights ("UPC Common Stock") which may be issued by UPC pursuant
to an Amended and Restated Agreement and Plan of Reorganization, dated as of
August 27, 1998, and amended and restated as of October 23, 1998 by and among
UPC, Union Planters Holding Corporation, Union Planters Bank, National
Association and Ready State Bank ("Ready State") (the "Agreement").

For purposes of rendering the opinion expressed herein, the undersigned
has examined UPC's corporate charter and all amendments thereto; UPC's by-laws
and amendments thereto; the Agreement and such of UPC's corporate records as the
undersigned has deemed necessary and material to rendering the undersigned's
opinion. The undersigned has relied upon certificates of public officials and
representations of UPC officials, and has assumed that all documents examined by
the undersigned as originals are authentic, that all documents submitted to the
undersigned as photocopies are exact duplicates of original documents, and that
all signatures on all documents are genuine.

Further, the undersigned is familiar with, and has supervised all
corporate action taken in connection with the authorization of the issuance and
offering of the subject securities.

Based upon and subject to the foregoing and subsequent assumptions,
qualifications and exceptions, it is the undersigned's opinion that:

1. UPC is a duly organized and validly existing corporation in good
standing under the laws of the State of Tennessee and has all requisite power an
authority to issue, sell and deliver the subject securities, and to carry on its
business and own its property; and

<PAGE> 2

Union Planters Corporation
November 17, 1998
Page Two

2. The shares of UPC Common Stock to be issued by UPC pursuant to the
Merger have been duly authorized and when issued by UPC in accordance therewith,
such shares of UPC Common Stock will be fully paid and nonassessable.

3. The opinion expressed above is limited by the following assumptions,
qualifications, and exceptions.

(a) The undersigned is licensed to practice law only in the State of
Tennessee and expresses no opinion with respect to the effect of the laws other
than those of the State of Tennessee and of the United States of America.

(b) The opinion stated herein is based upon statutes, regulations,
rules, court decisions, and other authorities existing and effective as of the
date of this opinion, and the undersigned undertakes no responsibility to update
or supplement said opinion in the event of or in response to any subsequent
changes in the law or said authorities, or upon the occurrence after the date
hereof of events or circumstances that, if occurring prior tot he date hereof,
might have resulted in a different opinion.

(c) This opinion is limited to the legal matters expressly set forth
herein, and no opinion is to be implied or inferred beyond the legal matters
expressly so addressed.

The undersigned hereby consent to the undersigned being named as a party
rendering a legal opinion under the caption "Opinions" in the Proxy
Statement-Prospectus constituting part of the Registration Statement and to the
filing of this opinion with the Securities and Exchange Commission as well as
all state regulatory bodies and jurisdictions where qualification is sought for
the sale of the subject securities.

The undersigned is an officer of, and receives compensation from UPC and
therefore is not independent from UPC.

Very truly yours,

UNION PLANTERS CORPORATION

By: /s/ E. James House, Jr.
------------------------
E. James House, Jr.

<PAGE> 1
EXHIBIT 8.1

[ALSTON & BIRD LLP LETTERHEAD]

FORM OF TAX OPINION

November __, 1998

Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018

Ready State Bank
3700 West 12th Avenue
Hialeah, Florida 33012

Re: Proposed Reorganization Involving Union Planters Corporation, Union
Planters Holding Corporation, Union Planters Bank, National
Association and Ready State Bank

Ladies and Gentlemen:

We have served as special counsel to Union Planters Corporation, a
Tennessee corporation ("UPC"), in connection with the proposed reorganization of
UPC, Union Planters Holding Corporation, a Tennessee corporation and a
wholly-owned subsidiary of UPC ("UPHC"), Union Planters Bank, National
Association, a national banking association and a wholly-owned subsidiary of
UPHC ("UPBNA") and Ready State Bank, a Florida state banking corporation
("RSB"), pursuant to the Amended and Restated Agreement and Plan of
Reorganization dated as of August 27, 1998 and amended and restated as of
October 23, 1998 (the "Agreement"), which provides for the merger of RSB with
and into UPBNA (the "Merger"). In our capacity as special counsel to UPC, our
opinion has been requested with respect to certain of the federal income tax
consequences of the Merger.

Pursuant to the Merger, and as more fully described in the Agreement, at
the Effective Time, RSB Common Stock issued and outstanding at the Effective
Time shall be converted into a certain number of shares of UPC Common Stock, as
computed using the Exchange Ratio. Each share of UPC Common Stock issued in
connection with the Merger will be accompanied by a UPC Right. As a result,
stockholders of RSB shall become stockholders of UPC. All terms used herein
without definition shall have the respective meanings specified in the
Agreement, and unless otherwise specified, all section references herein are to
the Internal Revenue Code of 1986, as amended (the "Code").

<PAGE> 2

Union Planters Corporation
Ready State Bank
November __, 1998
Page 2

In rendering the opinions expressed herein, we have examined such
documents as we deemed appropriate, including (i) the Agreement and (ii) the
Registration Statement on Form S-4 filed by UPC with the Securities and Exchange
Commission under the Securities Act of 1933, on November __, 1998, including the
Proxy Statement/Prospectus constituting part thereof (together the "Registration
Statement"). In rendering the opinions expressed herein, we have assumed with
the consent of UPC, UPHC, UPBNA, and RSB, that the Agreement and the
Registration Statement accurately and completely describe the Merger and that
the Merger will be consummated in accordance with the Agreement and as described
in the Registration Statement.

In rendering the opinions expressed herein, we have relied with the
consent of UPC, UPHC, UPBNA, and RSB, upon the accuracy and completeness of the
factual statements and factual representations (which factual statements and
factual representations we have neither investigated nor verified) contained in
the certificates of UPC, UPHC, and UPBNA to us dated November _, 1998 and of RSB
to us dated November _, 1998 (together, the "Certificates"), which we have
assumed are complete and accurate as of the date hereof and will be complete and
accurate as of the date on which the Merger is consummated.

Based on the foregoing, we are of the opinion that, under presently
applicable federal income tax law:

(1) The Merger will be viewed as an acquisition by UPHC of substantially
all of the assets of RSB, solely in exchange for UPC Common Stock and the
assumption by UPHC of the liabilities of RSB followed by the transfer by UPHC to
UPBNA of all the assets and liabilities acquired from RSB. For purposes of this
opinion, "substantially all" means at least ninety percent (90%) of the fair
market value of the net assets and at least seventy percent (70%) of the fair
market value of the gross assets of RSB held immediately prior to the Merger.

(2) The acquisition by UPHC of substantially all of the assets and the
liabilities of RSB solely in exchange for UPC Common Stock will constitute a
reorganization within the meaning of section 368(a)(1)(C) of the Code. UPC,
UPHC, UPBNA and RSB will each be a "party to a reorganization" within the
meaning of section 368(b) of the Code. Pursuant to Code Section 368(a)(2)(C),
the acquisition by UPHC of substantially all the assets of RSB will not be
disqualified under section 368(a)(1)(C) by reason of the fact that the assets
and liabilities of RSB acquired by UPHC are transferred to UPBNA.

(3) No gain or loss will be recognized by RSB on the transfer of
substantially all of its assets to UPHC solely in exchange for UPC Common Stock
and the assumption by UPHC of the liabilities of RSB.

<PAGE> 3

Union Planters Corporation
Ready State Bank
November __, 1998
Page 3

(4) No gain or loss will be recognized by either UPC or UPHC on the
acquisition by UPHC of substantially all of the assets of RSB in exchange for
UPC Common Stock and the assumption by UPHC of the liabilities of RSB.

(5) No gain or loss will be recognized by UPHC upon the transfer to UPBNA
of substantially all of the assets of RSB in constructive exchange for the
shares of UPBNA stock and the assumption by UPBNA of the liabilities of RSB.

(6) No gain or loss will be recognized by RSB on the distribution to its
shareholders of UPC Common Stock in pursuance of the plan of reorganization.

(7) No gain or loss will be recognized by UPBNA upon the receipt of
substantially all of the assets of RSB from UPHC in constructive exchange for
UPBNA stock and the assumption by UPBNA of the liabilities of RSB.

(8) No gain or loss will be recognized by the shareholders of RSB upon the
receipt of UPC Common Stock solely in exchange for all of their shares of RSB
Common Stock (except with respect to any cash received in lieu of a fractional
share interest in UPC Common stock).

(9) The aggregate tax basis of the UPC Common Stock to be received by the
shareholders of RSB who exchange all of their shares of RSB Common Stock solely
for UPC Common Stock in the Merger will be the same as the aggregate tax basis
of the RSB Common Stock surrendered in exchange therefor, less the basis of any
fractional share of UPC Common Stock settled by cash payment.

(10) The holding period of the UPC Common Stock to be received by the
shareholders of RSB who exchange all of their shares of RSB Common Stock solely
for UPC Common Stock in the Merger will include the holding period of the RSB
Common Stock surrendered in exchange therefor, provided the RSB Common Stock was
held as a capital asset by the shareholders of RSB on the date of the exchange.

(11) The payment of cash to RSB shareholders in lieu of fractional share
interests of UPC Common Stock will be treated for federal income tax purposes as
if the fractional shares were distributed as part of the exchange and then were
redeemed by UPC. These cash payments will be treated as distributions in full
payment in exchange for the stock redeemed as provided in section 302(a) of the
Code.

The opinions expressed herein are based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time with
retroactive effect. The federal income tax consequences described herein may not
apply to certain shareholders of

<PAGE> 4

Union Planters Corporation
Ready State Bank
November __, 1998
Page 4

RSB with special situations, including, without limitation, shareholders who
hold their RSB Common Stock other than as a capital asset, who received their
RSB Common Stock upon the exercise of employee stock options or otherwise as
compensation, who hold their RSB Common Stock as part of a "straddle" or
"conversion transaction" for federal income tax purposes, or are foreign
persons, insurance companies, or securities dealers.

In addition, our opinions are based solely on the documents that we have
examined, and the factual statements and factual representations set out in the
Certificates, which we have assumed were true on the date of the Certificates,
and are true on the date hereof. Our opinions cannot be relied upon if any of
the facts pertinent to the federal income tax treatment of the Merger stated in
such documents or any of the factual statements or factual representations set
out in the Certificates is, or later becomes, inaccurate. Our opinions are
limited to the tax matters specifically covered thereby, and we have not been
asked to address, nor have we addressed, any other tax consequences of the
Merger, including for example any issues related to intercompany transactions,
accounting methods, or changes in accounting methods resulting from the Merger,
or the consequences of the Merger under state, local or foreign law. These
opinions are provided solely for the benefit and use of UPC and RSB. No other
party or person is entitled to rely on the opinions.

We hereby consent to the use of this opinion and to the references made to
Alston & Bird LLP in the Registration Statement under the captions
"Summary--Certain Federal Income Tax Consequences of the Merger" and
"Description of the Transaction--Certain Federal Income Tax Consequences of the
Merger" and to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

ALSTON & BIRD LLP

By:
-----------------------

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Proxy Statement/
Prospectus constituting part of this Registration Statement on Form S-4 of
Union Planters Corporation of our report dated October 15, 1998, which appears
on page B-2 of Exhibit 99.1 in the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, of Union Planters Corporation. We also
consent to the reference to us under the heading "EXPERTS" in such Proxy
Statement/Prospectus.

/s/ PricewaterhouseCoopers LLP

Memphis, Tennessee
November 16, 1998

<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the proxy statement-prospectus constituting part
of this Registration Statement on Form S-4 of Union Planters Corporation of our
reports dated February 5, 1998 and January 23, 1997 relating to the financial
statements of Ready State Bank and subsidiaries, which appear in such proxy
statement-prospectus. We also consent to the references to us under the headings
"Experts" and "Selected Financial Data" in such Prospectus. However, it should
be noted that PricewaterhouseCoopers LLP has not prepared or certified such
"Selected Financial Data."

/s/ PricewaterhouseCoopers LLP

Miami, Florida
November 19, 1998

<PAGE> 1
EXHIBIT 23.5

CONSENT OF KEEFE, BRUYETTE & WOODS, INC.

We hereby consent to the use of our opinion letter to the Board of
Directors of Ready State Bank, included as Appendix C to the Proxy
Statement/Prospectus which forms part of the Registration Statement dated as of
the date hereof on Form S-4 relating to the proposed merger of Ready State Bank
and Union Planters Corporation and to the references to such opinion therein.

In giving such consent, we do not admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder, nor do we hereby admit that we are experts with respect
to any part of such Registration Statement within the meaning of the term
"experts" as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.

KEEFE, BRUYETTE & WOODS, INC.

BY: /S/ EMMETT J. DALY

NAME:EMMETT J. DALY
TITLE:MANAGING DIRECTOR

New York, New York
November 18, 1998

<PAGE> 1
EXHIBIT 99.1

READY STATE BANK

SPECIAL MEETING, DECEMBER ____, 1998

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints _________________ and
______________________, or either of them in case the other is unable or
unwilling to act, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all of the
shares of voting stock of Ready State Bank held of record by the undersigned on
__October 15, 1998, at the Special Meeting of Shareholders to be held on
_October 15, 1998 or any adjournments thereof. The affirmative vote of a
majority of the shares represented at the meeting may authorize the adjournment
of the meeting; provided, however, that no proxy which is voted against the
Agreement will be voted in favor of adjournment to solicit further proxies for
such proposal.

1. Adoption of the Amended and Restated Agreement and Plan of
Reorganization, dated as of August 27, 1998, and amended and restated
as of October 23, 1998 (the "Agreement") by and among Union Planters
Corporation, Union Planters Holding Corporation, Union Planters Bank,
National Association and Ready State Bank and the related Plan of
Merger.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. Approval of the termination of the Stockholders' Agreement, dated as of
November 9, 1983, by and among Ready State Bank and its Stockholders,
as amended by the Amendment to Stockholders' Agreement, dated as of
April 15, 1992, by and among Ready State Bank and its Stockholders

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments
thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER, BUT IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ADOPTION OF THE MERGER AGREEMENT.

The undersigned acknowledges receipt from Ready State Bank prior to the
execution of this Proxy of Notice of the Special Meeting and the related Proxy
Statement/Prospectus.

DATED: October 15, 1998
----------------

---------------------------------------------
Signature

---------------------------------------------
Signature, if held jointly

Please sign exactly as name appears on
this Proxy Card. When shares are held by
joint tenants, both should sign. When
signing as attorney-in-fact, executor,
administrator, personal representative,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

<PAGE> 1
EXHIBIT 99.2

READY STATE BANK
3700 WEST 12TH AVENUE
HIALEAH, FLORIDA 33012

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON ____________, 1998

Ready State Bank will hold a special meeting of stockholders at
_________________, in ________________, ___________, at ____ _.m. local time on
____________, 1998, to vote on:

(1) Merger. The amended and restated agreement and plan of
reorganization, dated as of August 27, 1998 and amended and restated
as of October 23, 1998, by and among Ready State Bank, Union
Planters Corporation, Union Planters Holding Corporation, and Union
Planters Bank, National Association, and the related plan of merger
by and between Ready State Bank and Union Planters Bank, National
Association, and the transactions contemplated by that amended and
restated agreement and plan of reorganization and the plan of
merger. These transactions include the acquisition of substantially
all of the assets and assumptions of all the liabilities of Ready
State Bank by Union Planters Holding Corporation by means of the
merger of Ready State Bank into Union Planters Bank, National
Association.

(2) Termination of Stockholders' Agreement. The termination existing
stockholders' agreement of Ready State Bank, dated November 9, 1983,
and amended on April 15, 1992, which must be terminated in order to
carry out the transactions contemplated by the amended and restated
agreement and plan of reorganization and plan of merger.

(3) Other Business. Any other matters that properly come before the
special meeting, or any adjournments or postponements of the special
meeting.

Record holders of Ready State common stock at the close of business on
________, 1998, will receive notice of and may vote at the special meeting,
including any adjournments or postponements. The amended and restated agreement
and plan of reorganization and the related plan of merger require approval by
the holders of a majority of the outstanding shares of Ready State common stock.

Stockholders of Ready State are entitled to exercise dissenters' rights
under Section 658.44 of the Florida Banking Code, as amended. We have attached a
copy of that law as Appendix D to the accompanying proxy statement-prospectus.

<PAGE> 2

Union Planters Corporation
Ready State Bank
November ___, 1998
Page 4

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the special
meeting, please take the time to vote by completing and mailing the enclosed
proxy card. If you sign, date and mail your proxy card without indicating how
you want to vote, we will vote your proxy in favor of the merger. If you do not
return your card or attend and vote in favor at the special meeting, the effect
will be a vote against the merger and the other proposals.

BY ORDER OF THE BOARD OF DIRECTORS

--------------------
Ramon E. Rasco
Secretary

________________,1998

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR APPROVAL OF
THE AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION AND THE PLAN
OF MERGER AND FOR TERMINATION OF THE STOCKHOLDERS' AGREEMENT.

- 4 -