<PAGE> 1
As filed with the Securities and Exchange Commission November 13, 1998.
File No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
UNION PLANTERS CORPORATION
(Exact Name of Issuer as Specified in its Charter)
<TABLE>
<S> <C>
TENNESSEE 62-0859007
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
(901) 580-6596
(Address, including zip code, and telephone number
of Principal Executive Offices)
UNION PLANTERS CORPORATION 1998 STOCK INCENTIVE PLAN FOR OFFICERS AND EMPLOYEES
(Full Titles of the Plan)
<TABLE>
<S> <C>
E. JAMES HOUSE, JR. COPY TO:
SECRETARY AND MANAGER OF THE LEGAL DEPARTMENT LAURA G. THATCHER
UNION PLANTERS CORPORATION ALSTON & BIRD LLP
7130 GOODLETT FARMS PARKWAY ONE ATLANTIC CENTER
MEMPHIS, TENNESSEE 38018 1201 WEST PEACHTREE STREET, NW
(901) 580-6596 ATLANTA, GEORGIA 30309-3424
(Name and address of agent for service) (404) 881-7546
</TABLE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Registration Fee
Registered Registered Per Unit (1) Offering Price (1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 par value 3,500,000 (2) $47.3125 $165,593,750 $46,035.06
(and associated Preferred
Share Rights)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Determined in accordance with Rule 457(h), the registration fee calculation
is based on the average of the high and low prices of the Registrant's
Common Stock reported on the New York Stock Exchange on November 11, 1998.
(2) Amount to be registered includes 3,500,000 shares to be issued pursuant to
the exercise of options granted to officers and employees under the Union
Planters Corporation 1998 Stock Incentive Plan for Officers and Employees;
plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
<PAGE> 2
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents constituting Part I of this Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended.
(b) Upon written or oral request, the Registrant will provide,
without charge, the documents incorporated by reference in Item 3 of Part II of
this registration statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Registrant will also provide, without charge, upon
written or oral request, other documents required to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information, should be
directed to E. James House, Jr., Secretary and Manager of the Legal Department,
at (901) 580-6596.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Union Planters Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference and deemed to be a part hereof from
the date of the filing of such documents:
(a) The Registrant's 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 of
the Securities and Exchange Commission shall not be deemed to be incorporated
herein and is not part of the Registration Statement);
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998, and 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);
(c) The Registrant's 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;
(d) The description of the current management and Board of
Directors of the Registrant contained in the Proxy Statement of the Registrant
filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 for the
Registrant's Annual Meeting of Shareholders held on April 16, 1998;
(e) The Registrant's Registration Statement on Form 8-A dated
January 19, 1989, filed on February 1, 1989, (SEC File No. 0-6919) in connection
with the Registrant's designation and authorization of its Series A Preferred
Stock; and
(f) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement under Section 12(b) of the Securities
Exchange Act of 1934 and any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such
II-1
<PAGE> 3
statement, and any statement contained herein or in any other document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained in any other subsequently filed document which also is incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of the Registrant's Common Stock offered
pursuant to the Registration Statement will be passed upon by E. James House,
Jr., Secretary and Manager of the Legal Department of the Registrant. E. James
House, Jr. is an officer of and receives compensation from the Registrant.
ITEM 6. 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 ordinary prudent men exercise under similar circumstances
and in like positions.
II-2
<PAGE> 4
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
shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index, which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose 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 being
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
II-3
<PAGE> 5
(b) The undersigned Registrant hereby undertakes 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 Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
(c) 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 Securities and
Exchange Commission 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.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and 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 the 15th day of
October, 1998.
UNION PLANTERS CORPORATION
By: /s/ BENJAMIN W. RAWLINS, JR.
-------------------------------------
Benjamin W. Rawlins, Jr.
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints E. James House, Jr. and M. Kirk Walters,
and each of them, with the power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
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, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons as of the 15th day of October, 1998 in the capacities indicated.
<TABLE>
<CAPTION>
Name Capacity Date
<S> <C> <C>
/s/ BENJAMIN W. RAWLINS, JR. Chairman of the Board, Chief Executive October 15, 1998
- ---------------------------- Officer, Director
Benjamin W. Rawlins, Jr. (Principal Executive Officer)
/s/ JOHN W. PARKER Executive Vice President and
- ---------------------------- Chief Financial Officer October 15, 1998
John W. Parker (Principal Financial Officer)
/s/ M. KIRK WALTERS Senior Vice President, Treasurer
- --------------------------- and Chief Accounting Officer October 15, 1998
M. Kirk Walters
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
Name Capacity Date
<S> <C> <C>
Director
- ---------------------------
Albert M. Austin
/s/ MARVIN E. BRUCE Director October 15, 1998
- ---------------------------
Marvin E. Bruce
Director October 15, 1998
- ---------------------------
George W. Bryan
/s/ JAMES E. HARWOOD Director October 15, 1998
- ---------------------------
James E. Harwood
Director
- ---------------------------
Parnell S. Lewis, Jr.
/s/ C. J. LOWRANCE, III Director October 15, 1998
- --------------------------
C. J. Lowrance, III
/s/ JACKSON W. MOORE President, Chief Operating Officer and October 15, 1998
- --------------------------- Director
Jackson W. Moore
/s/ STANLEY D. OVERTON Director October 15, 1998
- ---------------------------
Stanley D. Overton
/s/ V. LANE RAWLINS Director October 15, 1998
- ---------------------------
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 October 15, 1998
- ---------------------------
Richard A. Trippeer, Jr.
/s/ SPENCE L. WILSON Director October 15, 1998
- ---------------------------
Spence L. Wilson
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
4.1 Restated Charter of Union Planters Corporation, as amended.
(Incorporated by reference to Exhibit 3(a) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter 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 Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996
(File No. 0-10160).)
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 the Common Stock of Union Planters Corporation.
23.1 Consent of E. James House, Jr., Secretary and
Manager of the Legal Department of Union Planters
Corporation (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on signature page)
99.1 Union Planters Corporation 1998 Stock Incentive Plan for Officers and
Employees
</TABLE>
<PAGE> 1
Exhibit 5.1
Opinion of Counsel
<PAGE> 2
[Letterhead of Union Planters Corporation]
October 27, 1998
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: 3,500,000 Shares of the Common Stock, $5.00 Par Value Per Share of
Union Planters Corporation, a Tennessee Corporation ("UPC")
Gentlemen:
The undersigned has participated in the preparation of a registration
statement on Form S-8 (the "Registration Statement") for filing with the
Securities and Exchange Commission in respect to not more than 3,500,000 shares
of UPC's Common Stock, $5.00 par value per share, ("UPC Common Stock") which may
be issued by UPC pursuant to the Union Planters Corporation 1998 Stock Incentive
Plan for Officers and Employees (the "Plan").
For purposes of rendering the opinion expressed herein, the undersigned
has examined UPC's corporate charter and all amendments thereto; UPC's bylaws
and amendments thereto; 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
and authority to issue, sell and deliver the subject securities, and to carry on
its business and own its property; and
2. The shares of UPC Common Stock to be issued by UPC pursuant to the
Plan will be duly authorized and when issued by UPC in accordance therewith,
such shares of UPC Common Stock will be fully paid and nonassessable.
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 expressed no opinion with respect to 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 to the date hereof,
might have resulted in a different opinion.
<PAGE> 3
(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 consents 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.
Yours very truly,
UNION PLANTERS CORPORATION
By: /s/ E. JAMES HOUSE, JR.
E. James House, Jr.
Manager, Legal Division
<PAGE> 1
Exhibit 23.2
Consent of PricewaterhouseCoopers LLP
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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.
/S/ PricewaterhouseCoopers LLP
Memphis, Tennessee
November 12, 1998
<PAGE> 1
Exhibit 99.1
Union Planters Corporation 1998 Stock Incentive Plan for Officers and Employees
<PAGE> 2
UNION PLANTERS CORPORATION
1998 STOCK INCENTIVE PLAN
FOR OFFICERS AND EMPLOYEES
1. DEFINITIONS. In this Plan, except where the context otherwise
indicates, the following definitions apply:
1.1 "Agreement" means the Notice of Grant of Stock Options and
Option Agreement.
1.2 "Board" means the Board of Directors of the Company.
1.3 "Change in Control" shall mean the occurrence of any of the
following events:
1.3.1 The acquisition by any individual, entity, or group
(within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of
1934, as amended) of 25% or more of either (a) the
then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or
(b) the combined voting power of the then outstanding
voting securities of the Company entitled to vote
generally in the election of directors (the
"Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (i),
the following acquisitions shall not constitute a
Change in Control: (w) any acquisition directly from
the Company, (x) any acquisition by the Company, (y)
any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, or (z)
any acquisition by any Person pursuant to a
transaction which complies with clauses (a), (b), and
(c) of subsection (iii) of this Section; or
1.3.2 Individuals who, as of the date hereof, constitute
the Board of Directors of the Company (the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any
individual becoming a director subsequent to the date
hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising
the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result
of an actual or threatened election contest with
respect to the election or removal of directors or
other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the
Board; or
1.3.3 Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a
"Business Combination"), in each case, unless,
following such Business Combination,
1.3.3.1 all or substantially all of the individuals
and entities who were the beneficial owners,
respectively, of the Outstanding Company
-2-
<PAGE> 3
Common Stock and outstanding Company Voting
Securities immediately prior to such
Business Combination beneficially own,
directly or indirectly, more than 65% of,
respectively, the then outstanding shares of
common stock and the combined voting power
of the then outstanding voting securities
entitled to vote generally in the election
of directors, as the case may be, of the
corporation resulting from such Business
Combination (including, without limitation,
a corporation which as a result of such
transaction owns the Company or all or
substantially all of the Company's assets
either directly or through one or more
subsidiaries) in substantially the same
proportions as their ownership, immediately
prior to such Business Combination of the
Outstanding Company Common Stock and
Outstanding Company Voting Securities, as
the case may be, and
1.3.3.2 no Person (excluding any corporation
resulting from such Business Combination or
any employee benefit plan (or related trust)
of the Company or such corporation resulting
from such Business Combination) beneficially
owns directly or indirectly, 25% or more of,
respectively, the then outstanding shares of
common stock of the corporation resulting
from such Business Combination or the
combined voting power of the then
outstanding voting securities of such
corporation except to the extent that such
ownership existed prior to the Business
Combination, and
1.3.3.3 at least a majority of the members of the
board of directors of the corporation
resulting from such Business Combination
were members of the Incumbent Board at the
time of the execution of the initial
agreement, or of the action of the Board,
providing for such Business Combination.
1.4 "Code" means the Internal Revenue Code of 1986, as amended.
1.5 "Committee" means the committee referred to in Section 3.
Unless otherwise determined by the Board, the Stock Option
Committee of the Board shall be the Committee.
1.6 "Common Stock" means the authorized but unissued common stock,
par value $5, of the Company.
1.7 "Company" means Union Planters Corporation.
1.8 "Date of Exercise" means the date on which the Company
receives notice pursuant to Section 8 of the exercise of an
Option.
1.9 "Date of Grant" means the date on which an Option is granted
or awarded by the action of the Committee.
1.10 "Disability" shall mean a mental or physical disability as
determined by the Committee in accordance with standards and
procedures similar to those under
-3-
<PAGE> 4
the Company's employee long-term disability plan, if any. At
any time that the Company does not maintain such a long-term
disability plan, Disability shall mean the inability of an
Optionee, as determined by the Committee, to substantially
perform such Optionee's regular duties and responsibilities
due to a medically determinable physical or mental illness
which has lasted (or can reasonably be expected to last) for a
period of six (6) consecutive months.
1.11 "Employee" means any person determined by the Committee to be
an employee of the Company or any Subsidiary.
1.12 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
1.13 "Fair Market Value" of a share of Common Stock as of any date
means the amount equal to the closing price on such date for a
share of Common Stock on the New York Stock Exchange as
reported in The Wall Street Journal or, in the absence of
reported sales on such date, the closing price on the
immediately preceding date on which sales were reported, or,
if the Common Stock is not traded on the New York Stock
Exchange, then the Fair Market Value of such Common Stock as
determined by the Committee pursuant to a reasonable method
adopted in good faith for such purpose.
1.14 "Nonstatutory Stock Option" means an Option which is not an
Incentive Stock Option as defined under Section 422 of the
Code.
1.15 "Normal Retirement Age" means retirement at age 60 with at
least 20 years of service (i.e., 20 calendar years of
employment each with 1000 hours or more of service).
1.16 "Officer" means any person who is an officer of the Company or
any Subsidiary.
1.17 "Option" means the right to purchase from the Company a
specified number of shares of Common Stock, which right shall
be designated as a Nonstatutory Stock Option.
1.18 "Option Date of Expiration" means the date on which the Option
shall expire, which shall be the earliest of the following
events:
1.18.1 upon termination of the Optionee's employment (at any
time) by reason of Termination for Cause;
1.18.2 thirty days following termination of the Optionee's
employment.
1.18.3 ninety days after termination of the Optionee's
employment by reason of death or disability.
1.19 "Optionee" means an Employee or Officer to whom an Option has
been granted or awarded (as identified in the Agreement).
1.20 "Option Period" means the term of the Option as established by
the Committee and set forth in the Agreement.
-4-
<PAGE> 5
1.21 "Option Price" means the price per share at which an Option
may be exercised (as indicated in United States dollar amount
per share of Common Stock in the Agreement).
1.22 "Option Shares" means the shares of Common Stock subject to
the Option set forth in the Agreement.
1.23 "Plan" means the Union Planters Corporation 1998 Stock
Incentive Plan for Officers and Employees.
1.24 "Subsidiary" means a corporation of which at least 50 percent
of the total combined voting power of all classes of stock is
held by the Company, either directly or through one or more
other Subsidiaries.
1.25 "Termination for Cause" shall mean a termination of the
Optionee's employment because the Optionee engages in theft,
fraud, or embezzlement causing significant damage to Company.
The determination of theft, fraud, or embezzlement will be
made by the Company Board in good faith, but such
determination does not require an actual criminal indictment
or conviction prior to or after such decision.
1.26 "Voting Stock" shall mean that class (or classes) of common
stock of the Company entitled to vote in the election of the
Company's directors.
2. PURPOSE. The purpose of the Plan is to provide a means to attract able
persons to remain in or to enter the employ of the Company or a Subsidiary and
to provide a means whereby the officers and employees can acquire and maintain
stock ownership, thereby strengthening their concern for the long-term welfare
of the Company.
3. ADMINISTRATION. The Plan shall be administered by the Committee, which
shall be appointed by the Board and consist of two or more members of the Board.
It is intended that the directors appointed to serve on the Committee shall be
"non-employee directors" (within the meaning of Rule 16b-3 promulgated under the
Exchange Act) and "outside directors" (within the meaning of Code Section 162(m)
and the regulations thereunder). However, the mere fact that a Committee member
shall fail to qualify under either of the foregoing requirements shall not
invalidate any Option granted by the Committee which Option is otherwise validly
granted under the Plan. The Board shall have the power to fill vacancies on the
Committee or to replace members of the Committee with other members of the Board
at any time. In addition to any other powers granted to the Committee, it shall
have the following powers subject to the express provisions of the Plan:
3.1 subject to the provisions of Sections 4, 6, 7, and 8, to
determine in its sole discretion the Employees and Officers to
whom Options shall be granted or awarded under the Plan, the
number of shares which shall be subject to each Option , the
terms upon which, the times at which, and the periods within
which such Options may be acquired and exercised;
3.2 to grant Options to Employees and Officers selected by the
Committee in its sole discretion;
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3.3 to determine all other terms and provisions of each Agreement,
which need not be identical;
3.4 to construe and interpret the Agreements and the Plan;
3.5 to require, whether or not provided for in the pertinent
Agreement, of any person acquiring or exercising an Option ,
at the time of such exercise or acquisition, the making of any
representations or agreements which the Committee may deem
necessary or advisable in order to comply with the securities
and tax laws of the United States or of any state; and
3.6 to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan.
Any determinations or actions made or taken by the Committee pursuant to this
Section shall be binding and final.
4. ELIGIBILITY. Participants in the Plan shall be Officers (except
executive officers as designated for proxy statement purposes) and full time or
part time Employees in good standing on the date of grant.
5. STOCK SUBJECT TO THE PLAN. There is hereby reserved for issuance upon
the exercise of Options granted under the Plan an aggregate of 3,500,000 shares
of Common Stock. If an Option granted under the Plan expires or terminates for
any reason without having been fully exercised, the unpurchased shares of Common
Stock which had been subject to such Option at the time of its expiration or
termination shall become available for awards by the Committee of other Options
under the Plan. The total number of shares of Common Stock available to grant to
any one Optionee will not exceed 20% of the total shares available for grant.
6. GRANT OF OPTION. Pursuant to and subject to the terms of this Plan, the
Company hereby grants to the Optionee, the Option to purchase from the Company
that number of shares identified as the Option Shares in the Agreement,
exercisable at the Option Price as provided in the Agreement.
7. OPTION TERMS. Each Option grant shall be evidenced by an Agreement,
which shall indicate the Option Price and number of Options subject to the grant
and the applicable vesting schedule.
7.1 Type of Option. Each Option grant is intended to be a
Nonstatutory Stock Option.
7.2 Option Price. The Option Price shall be determined by the
Committee and stated in the Agreement. In no event shall the
Option Price be less than the greater of the Fair Market Value
of the Common Stock determined as of the Date of Grant or the
par value of the Common Stock.
7.3 Option Period. Except as provided in Paragraphs 7.4 and 11,
the option expiration and vesting periods shall be determined
by the Committee and specifically set forth in the Agreement;
provided, however, that an Option shall not be exercisable
after ten years from the Date of Grant.
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7.4 Vesting in Certain Events. Notwithstanding any other provision
herein to the contrary, in the event of a Change in Control of
the Company all Option granted under the Plan shall be fully
vested. In the event of death, disability, or Normal
Retirement of an Optionee; or the termination of the
Optionee's employment without cause, all Options granted to
such Optionee shall be fully vested.
8. EXERCISE OF OPTIONS. An Option shall be exercised by the delivery to
the Company of a written notice of the exercise, in such form as the Committee
may prescribe, accompanied by full payment of the Option Price with respect to
the shares for which the Option is exercised. At the time of exercise, all
vested Options must be exercised. A partial exercise of vested Options will not
be allowed. The Company will make every effort to complete the exercise in a
timely manner; however, the Company will be allowed five business days to
initiate the transaction and ten business days to complete the transaction. This
period will begin on the date of receipt of written notice by the Company's
designated option administrators. Until the Committee notifies the Optionee to
the contrary, the form attached to this Agreement as Exhibit A shall be used to
exercise the Option.
9. PAYMENT OF THE OPTION PRICE. The Optionee, upon exercise of the Option,
shall pay the Option Price in United States Dollars.
10. NONTRANSFERABILITY. The Option shall only be assignable or transferable
by the Optionee with written consent of the Committee. In the event of the
assignment or transfer of the Option, the assignee or transferee shall be
subject to the terms and conditions of the Option as evidenced by this Plan
which would otherwise apply to the Optionee. The Option shall not be assignable
or transferable by such assignee or transferee other than by will or by the laws
of descent and distribution, and is exercisable during such individual's
lifetime only by such individual.
11. DEATH OF OPTIONEE. Upon the death of an Optionee, any Option held by
the Optionee on the date of death may be exercised by the Optionee's estate or
by a person who acquires the legal right to exercise such Option by bequest or
inheritance or otherwise, provided that such exercise occurs within ninety days
following date of death and within the remaining term of the Option. The
provisions of this Section shall apply notwithstanding the fact that the
Optionee's employment may have terminated prior to death.
12. WITHHOLDING TAXES. Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under the Plan, the Company shall have
the right to require the Optionee to remit to the Company cash in an amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares. Alternatively, the Company may issue or transfer such shares of Common
Stock net of the number of shares sufficient to satisfy the required withholding
tax requirements. For withholding tax purposes, the shares of Common Stock shall
be valued at Fair Market Value as of the date of exercise.
13. CAPITAL ADJUSTMENTS. The number of unexercised Option Shares and the
Option Price shall be subject to an equitable adjustment, as determined by the
Committee, to reflect any stock dividend, stock split, or share combination, and
shall be subject to such adjustment as the Committee may deem appropriate to
reflect any exchange of shares, recapitalization, merger, consolidation,
separation, reorganization, liquidation, or the like, of or by the Company. Any
adjustment determined to be appropriate by the Committee pursuant to this
Paragraph 13 shall be conclusive and shall be binding upon the Optionee.
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<PAGE> 8
14. TERMINATION OR AMENDMENT. The Board shall have the power to terminate
the Plan and to amend it in any respect. Unless required by applicable law or
governmental regulations, no termination or amendment of the Plan shall
adversely affect the rights or obligations of any Optionee without his consent.
15. RIGHTS AS STOCKHOLDER. The Optionee shall have no rights as a
stockholder with respect to any shares of Common Stock subject to the Option
until and unless a certificate or certificates representing such shares are
issued to the Optionee pursuant to the Agreement. Except as provided under
Paragraph 13, no adjustment shall be made for dividends or other rights for
which the record date is prior to the issuance of such certificate or
certificates.
16. SUBJECT TO PLAN. Any Option granted under the Plan and the exercise
thereof shall be subject to the terms and conditions of the Plan. In addition,
any such Option shall be subject to any rules and regulations promulgated by the
Committee.
17. TERM OF THE PLAN. Unless sooner terminated by the Board pursuant to
Section 14, the Plan shall terminate on the date ten years after its adoption by
the Board, and no Options may be granted after termination. The termination of
the Plan shall not terminate or otherwise affect the validity of any Option
outstanding on the date of termination.
18. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
indemnification as they may have as Directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees, actually and reasonably incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Option granted or awarded hereunder, and against all amounts
reasonably paid by them in settlement thereof or paid by them in satisfaction of
a judgment in any such action, suit or proceeding, if such members acted in good
faith and in a manner which they believed to be in, and not opposed to, the best
interests of the Company.
19. GENERAL PROVISIONS.
19.1 The establishment of the Plan shall not confer upon any
Employee or Officer any legal or equitable right against the
Company or the Committee except as expressly provided in the
Plan.
19.2 The Plan does not constitute inducement or consideration for
the employment of any Employee or Officer, nor is it a
contract between the Company and any Employee or Officer.
Participation in the Plan shall not give any Employee or
Officer any right to be retained in the employ of the Company.
The Company retains the right to hire and discharge any
Employee or Officer at any time, with or without cause, as if
the Plan had never been adopted.
19.3 The interests of any Employee or Officer under the Plan are
not subject to the claims of creditors and may not in any way
be assigned, alienated, or encumbered.
19.4 The Plan shall be governed, construed, and administered in
accordance with the laws of the state of Tennessee.
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19.5 Each award under the Plan shall be subject to the requirement
that, if at any time the Committee shall determine that (i)
the listing, registration or qualification of the shares of
Common Stock subject or related thereto upon any securities
exchange or under any state or federal law, or (ii) the
consent or approval of any government regulatory body, or
(iii) an agreement by the Optionee with respect to the
disposition of shares of Common Stock is necessary or
desirable as a condition of, or in connection with, the
granting of such award or the issue or purchase of shares of
Common Stock thereunder, such award may not be consummated in
whole or in part unless such listing, registration,
qualification, consent, approval, or agreement shall have been
effected or obtained free of any conditions not acceptable to
the Committee.
ORIGINAL PLAN APPROVAL: Approved by Salary and Benefits Committee on October 14,
1998; ratified by Board of Directors on October 15, 1998
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