<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Union Planters Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[UNION PLANTERS CORPORATION LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 16, 1998
Dear Shareholder:
You are cordially invited to attend this year's Annual Meeting of
Shareholders of Union Planters Corporation in the Union Planters Administrative
Center, Assembly Room C, Lake Level, 7130 Goodlett Farms Parkway, Memphis,
Tennessee 38018, at 10 a.m. on April 16, 1998. The Annual Meeting has been
called by order of the Board of Directors for the purpose of considering and
voting upon:
1. The election of fourteen directors;
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants and auditors for the Corporation;
3. An amendment to the Charter of the Corporation to increase the
number of shares of the Corporation's Common Stock, $5 par value per share,
authorized for issuance by the Corporation from 100 million to 300 million;
and
4. The transaction of such other business as may properly come before
the meeting.
In addition, there will be a report on current operations. Holders of the
Corporation's Common Shares at the close of business on the record date of
February 18, 1998 will be entitled to notice of, and to vote at, the Annual
Meeting.
Whether or not you plan to attend the meeting, please sign, date and
promptly return the enclosed proxy. If for any reason you desire to revoke your
proxy, you may do so at any time before the voting as described in the
accompanying proxy statement.
Very truly yours,
/s/ BENJAMIN W. RAWLINS, JR.
Benjamin W. Rawlins, Jr.
Chairman and Chief Executive Officer
Approximate Date of Mailing to Shareholders: March 16, 1998
<PAGE> 3
UNION PLANTERS CORPORATION
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
---------------------
PROXY STATEMENT
---------------------
This proxy statement is furnished by the Board of Directors of Union
Planters Corporation (the "Corporation") in connection with its solicitation of
the enclosed proxy, which will be used in voting at the Annual Meeting of
Shareholders of the Corporation to be held in the Union Planters Administrative
Center, Assembly Room C, Lake Level, 7130 Goodlett Farms Parkway, Memphis,
Tennessee 38018, on April 16, 1998 at 10 a.m. (the "Annual Meeting") or any
adjournment or adjournments thereof.
This proxy statement and the enclosed proxy are first being sent to
shareholders on or about March 16, 1998.
VOTING
Only holders of record of common stock of the Corporation (the "Common
Stock") at the close of business on February 18, 1998 are entitled to receive
notice of, and to vote at, the Annual Meeting. On that date, 83,455,881 shares
of Common Stock were issued and outstanding for purposes of the Annual Meeting.
Each share of Common Stock is entitled to one vote.
If a proxy on the accompanying form is properly executed, returned to the
Corporation and not revoked, the shares represented by such proxy will be voted
in accordance with the instructions set forth thereon. If no instructions are
given, the shares represented will be voted for the director nominees named
herein, for ratification of the selection of the independent accountants and
auditors, and for the amendment to the Corporation's Charter to increase the
number of shares authorized for issuance. The Board of Directors at present
knows of no other business to be brought before the Annual Meeting. However,
persons named in the enclosed proxy will have discretionary authority to vote on
the transaction of any other business which may properly come before the Annual
Meeting and any adjournment thereof, and will vote the proxies in accordance
with recommendations of the Board of Directors.
A shareholder may attend the Annual Meeting even though he or she has
executed a proxy. A proxy may be revoked at any time before it is voted by
giving written notice of revocation delivered to the Secretary of the
Corporation or by delivering a later dated proxy or by the vote of the
shareholder in person at the Annual Meeting.
The presence in person or by proxy of the holders of a majority in voting
power of the Common Stock will constitute a quorum for the transaction of
business at the Annual Meeting. Abstentions and broker nonvotes will be counted
as being present or represented at the Annual Meeting for the purpose of
establishing a quorum but will not have an effect on the outcome of the vote for
Proposals 1 and 2. Abstentions will count as votes against Proposal 3.
With respect to Proposal 1, assuming the presence of a quorum, directors
will be elected based on a plurality of the votes cast. Cumulative voting is not
permitted in the election of directors.
<PAGE> 4
With respect to Proposal 2, assuming the presence of a quorum, the
selection of Price Waterhouse LLP will be ratified if the votes cast in favor
exceed the votes cast in opposition.
With respect to Proposal 3, assuming the presence of a quorum, the
amendments to the Corporation's Charter will be approved if the votes cast in
favor constitute a majority of the votes eligible to be cast.
PROPOSAL 1: ELECTION OF DIRECTORS
The Corporation's Charter provides for not less than seven nor more than
twenty-five directors divided into three classes, as nearly equal in number as
reasonably possible, with each class serving a three-year term and one class to
be elected at each annual meeting of shareholders.
During 1997, the Board of Directors reconstituted the membership of each of
its three classes of directors as a result of vacancies that arose on the Board
of Directors due to retirements. Accordingly, the Board of Directors has decided
to request that shareholders vote to ratify such action by reelecting the entire
Board of Directors to the classes set forth below.
At the annual meeting, four directors are to be elected in Class I, with a
term to expire at the annual meeting of shareholders to be held in 2000; five
directors are to be elected in Class II with a term to expire at the annual
meeting of shareholders to be held in 2001; and five directors are to be elected
in Class III, with a term to expire at the annual meeting of shareholders to be
held in 1999. The Board of Directors has nominated for election in Class I: M.
E. Bruce, J. E. Harwood, S. D. Overton, and D. F. Schuppe; for election in Class
II: A. M. Austin, G. W. Bryan, C. J. Lowrance, III; B. W. Rawlins, Jr., and S.
L. Wilson; and for election in Class III: P. S. Lewis, Jr., J. W. Moore, V. L.
Rawlins, D. M. Thomas, and R. A. Trippeer, Jr.
The Board of Directors has no reason to believe that any nominee for
director will not be available for election. However, if any of the nominees
should become unavailable for election, and unless authority is withheld, the
holders of the proxies solicited hereby will vote for such other individual(s)
as the Board of Directors may recommend.
The following table gives the indicated information for each nominee and
incumbent director and other executive officers who are listed in the
compensation tables which follow but are not nominees or incumbent directors:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
ON FEBRUARY 18, 1998(1)
NAME AND PRINCIPAL OCCUPATION DIRECTOR ----------------------------- PERCENT OF
FOR PAST FIVE YEARS AGE SINCE DIRECTLY(2) INDIRECTLY(3) CLASS
----------------------------- --- -------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C>
CLASS I: DIRECTORS AND NOMINEES
MARVIN E. BRUCE......................... 69 1989 22,500 0 *
Director and Chairman; CEO from 1973
to July 1994, TBC Corporation**
(marketer/distributor of auto
replacement products).
JAMES E. HARWOOD........................ 61 1996 41,161 28,975 *
President, Sterling Equities 1,525(5)(6)
(business management advisory 6,802(7)(8)
service).
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
ON FEBRUARY 18, 1998(1)
NAME AND PRINCIPAL OCCUPATION DIRECTOR ----------------------------- PERCENT OF
FOR PAST FIVE YEARS AGE SINCE DIRECTLY(2) INDIRECTLY(3) CLASS
----------------------------- --- -------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C>
STANLEY D. OVERTON...................... 69 1992 38,000 200(5)(6) *
Retired; Chairman, Union Planters 1,350(8)
Bank of Middle Tennessee, N. A., from
1994 to 1997; Vice Chairman, Union
Planters Bank, N.A. ("UPB") from
March 1992 to July 1994.
DONALD F. SCHUPPE....................... 66 1996 23,175 200 *
DFS Service Company (consulting).
CLASS II DIRECTORS AND NOMINEES
ALBERT M. AUSTIN........................ 70 1974 33,036 3,000 *
Chairman, Cannon, Austin & 12,658(5)(6)
Cannon, Inc. (real estate). 266(7)(8)
EDGAR H. BAILEY(9)...................... 71 1996 177,442 28,177(5)(6) *
Chairman and CEO from 1973 to 53,128(7)(8)
October 1996, Leader Financial
Corporation; Vice Chairman of the
Corporation since October 1996.
GEORGE W. BRYAN......................... 53 1986 23,900 1,000(7)(8) *
Senior Vice President, Sara Lee
Corporation (Meat Group Division, meat
processing and packaging).
C. J. LOWRANCE, III..................... 67 1985 40,000 12,152 *
President, Lowrance Brothers & Co.,
Inc. (planter).
BENJAMIN W. RAWLINS, JR.(10)............ 60 1974 422,873(4) 18,907 *
Chairman and CEO of Corporation 8,837(8)
and UPB.
MIKE P. STURDIVANT(9)................... 70 1989 106,766 45,631 *
President, Due West Gin Co., Inc. 6,804(7)(8)
(cotton ginning); Investor, Chairman,
Executive (various entities).
SPENCE L. WILSON(10).................... 55 1996 81,907 1,050 *
President, Kemmons Wilson, Inc. 8,503(7)(8)
(hotel development and management,
resort time-sharing, banking, home
building and subdivision development,
and private investment).
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
ON FEBRUARY 18, 1998(1)
NAME AND PRINCIPAL OCCUPATION DIRECTOR ----------------------------- PERCENT OF
FOR PAST FIVE YEARS AGE SINCE DIRECTLY(2) INDIRECTLY(3) CLASS
----------------------------- --- -------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C>
CLASS III: DIRECTORS AND NOMINEES
PARNELL S. LEWIS, JR. .................. 50 1996 21,552 4,600 *
President, Anderson-Tully Company 176(5)(6)
(hardwood lumber products).
JACKSON W. MOORE(10).................... 49 1986 303,132(4) 21,052 *
President and Chief Operating 2,638(8)
Officer of Corporation and UPB.**
V. LANE RAWLINS(10)..................... 60 1992 21,700 0 *
President, University of Memphis.
DAVID M. THOMAS......................... 67 1998 19,305 19,913(5)(6) *
Director, since 1998 903(7)(8)
Retired; President, Magnolia Federal
Bank for Savings from 1988 to 1993.
RICHARD A. TRIPPEER, JR. ............... 58 1974 255,720 80,000 *
President, R. A. Trippeer, Inc. 26,624(5)(6)
(investments).
OTHER NAMED EXECUTIVE OFFICERS
JOHN W. PARKER.......................... 51 -- 63,945(4) 2,875 *
Executive Vice President and CFO 3,542(8)
of Corporation and UPB.
J. ARMISTEAD SMITH...................... 62 -- 54,328 5,400(8) *
Executive Vice President and Senior
Lending Officer of Corporation and UPB.
M. KIRK WALTERS......................... 56 -- 40,538(4) 82 *
Senior Vice President, Treasurer, 7,161(8)
and Chief Accounting Officer of
Corporation and UPB.
DIRECTORS AND EXECUTIVE OFFICERS AS A
GROUP (20 People)..................... 1,824,827 423,629 2.69%
</TABLE>
- ---------------
* Less than 1%.
** Directorship currently held with a corporation (other than the Corporation)
subject to the registration or reporting requirements of the Securities
Exchange Act of 1934, or registered pursuant to the Investment Company Act
of 1940.
(1) Under applicable SEC rules, "beneficial ownership" of a security means
directly or indirectly, through any contract, relationship, arrangement,
undertaking or otherwise, having or sharing "voting power," which includes
the power to vote or to direct the voting of such security, or "investment
power," which includes the power to dispose of or direct the disposition of
such security. Unless otherwise indicated, the securities shown are held
with sole voting and investment power. More than one person may be
4
<PAGE> 7
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he has no
beneficial interest.
(2) Includes shares, in the amount indicated, as to which the following have
the right to exercise options to purchase within 60 days of February 18,
1998: A. M. Austin, 20,000; E. H. Bailey, 165,964; M. E. Bruce, 20,000; G.
W. Bryan, 20,000; J. E. Harwood, 23,989; P. S. Lewis, 20,000; C. J.
Lowrance, 20,000; J. W. Moore, 65,955; S. D. Overton, 26,000; J. W. Parker,
27,296; B. W. Rawlins, 159,130; V. L. Rawlins, 20,000; D. F. Schuppe,
20,000; J. A. Smith, 35,842; M. P. Sturdivant, 20,000; R. A. Trippeer,
20,000; M. K. Walters, 11,130; S. L. Wilson, 39,239; and all directors and
executive officers as a group, 735,545.
(3) May include shares (a) owned as trustee; or (b) owned and traded in the
name of the spouse, minor children or other relative of the director, or
(c) owned by a corporation, partnership or other legal organization in
which the director has a substantial beneficial interest.
(4) In addition to the shares shown, the following persons have deferred
receipt of shares resulting from stock option exercises in the amounts
indicated which are issuable at future dates pursuant to an irrevocable
Stock Option Deferral Agreement: J. W. Moore, 97,468; J. W. Parker, 7,129;
B. W. Rawlins, 109,219; and M. K. Walters, 4,839.
(5) Shared investment power.
(6) Shared voting power.
(7) No voting power.
(8) No investment power.
(9) E. H. Bailey and M. P. Sturdivant will retire as directors in April 1998.
(10) S. L. Wilson is a brother-in-law of Corporation President J. W. Moore.
There is no family relationship between B. W. Rawlins and V. L. Rawlins.
To the knowledge of the Corporation, no persons beneficially owned more
than 5% of the outstanding Common Stock as of the record date of February 18,
1998, as determined in accordance with the requirements of the Securities
Exchange Act of 1934 and applicable rules promulgated thereunder.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Among other committees of the Corporation's Board of Directors are the
Directors' Audit Committee and the Salary and Benefits Committee. The Board does
not have a standing nominating committee or a committee performing similar
functions.
The Directors' Audit Committee, which is currently composed of Messrs.
Bruce, Lewis, Overton, L. Rawlins, and Schuppe, held five meetings during 1997.
This committee makes recommendations to the Board with respect to the selection
of independent accountants; the review and scope of audit arrangements; the
independent accountants' suggestions for strengthening internal accounting
controls; matters of concern to the Committee, the independent accountants, or
management relating to the Corporation's financial statements or other results
of the annual audit; the review of internal accounting procedures and controls
with the Corporation's financial and accounting staff; the review of the
activities and recommendations of the Corporation's general auditor and
compliance auditors; and the review of financial statements and other financial
information published by the Corporation.
The Salary and Benefits Committee, which held four meetings in 1997, makes
recommendations to the Board of Directors as to the amount and form of officer
compensation. A subcommittee of the Salary and Benefits Committee, consisting of
the same members, administers the Corporation's 1992 and 1983 Stock Incentive
Plans and is authorized to grant stock options and award stock without further
approval, except
5
<PAGE> 8
grants to directors. Messrs. Austin, Bruce, Bryan, Harwood, and Sturdivant
currently serve as members of the Salary and Benefits Committee.
The Board of Directors held six meetings during 1997. Each of the directors
attended at least 75% of the total number of meetings of the Board and the
Committees on which such director served except for Mr. Bryan who, because of
conflicting schedules, attended less than 75 percent of the meetings held by the
Board.
DIRECTORS COMPENSATION
Directors who are employees of the Corporation or any of its subsidiaries
do not receive compensation for service as directors. Directors who are not
employees of the Corporation or any of its subsidiaries were each paid fees of
$32,500 annually. Compensated directors also receive fees for service on
committees of the Corporation's Board in the following amounts: Directors' Audit
Committee, $5,000 annually; Salary and Benefits Committee, $3,000 annually;
Executive Committee, $1,000 per meeting; and Strategic Planning Committee,
$1,000 per meeting.
Directors of the Corporation who also serve as Directors of subsidiary
banks also receive fees for service on committees in the following amounts:
Directors' Loan Committee, $4,000; Community Reinvestment Act Committee, $3,000;
Trust Committee, $3,000; and Executive Committee, $500 per meeting.
Individual directors may, at their option, defer the receipt of directors'
fees. Under alternatives available each year from 1987 through 1997, up to 100%
of a director's annual board and committee fees were deferrable. Such fees, plus
interest, will be paid to the participating director or to his beneficiaries, as
applicable, in monthly payments for a maximum ten-year period commencing on the
earlier of (a) the death of the director; or (b) the later of (i) age 65, or
(ii) completion of five years' participation in the fee deferral program. Eight
directors elected to enter into such nonqualified deferred compensation
agreements for 1997.
Directors who are not employees of the Corporation each received a one-time
grant of 50,000 nonstatutory stock options in October 1996. Such options were
granted at market value on the date of grant and vest in 20% annual increments
beginning in April 1997.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Subject to shareholders' ratification, the Board of Directors has selected
Price Waterhouse LLP to be the independent accountants and auditors of the
Corporation for the year ending December 31, 1998. Price Waterhouse LLP has
served the Corporation in this capacity since 1985. As in the past, a
representative of Price Waterhouse LLP is expected to attend the Annual Meeting.
The representative will have an opportunity to make a statement and will be
available to respond to appropriate questions from shareholders.
PROPOSAL 3: CHARTER AMENDMENT TO INCREASE COMMON SHARES
AUTHORIZED FOR ISSUANCE
The Corporation's Charter provides for the authority of the Corporation to
issue up to 100 million shares of common stock, $5 par value per share ("Common
Stock"). As of February 18, 1998, the Corporation had 83.5 million shares of
Common Stock issued and outstanding and had reserved 9.0 million shares of
Common Stock for possible future issuance in connection with its outstanding
convertible preferred shares, certain employee benefit plans, and dividend
reinvestment plan. The Corporation has agreed to issue, subject to certain
conditions, an additional 12.0 million shares of Common Stock in connection with
eight previously
6
<PAGE> 9
announced acquisitions. The consummation of these acquisitions does not require
approval by shareholders. The Corporation currently has available 16.5 million
authorized but unissued shares of the 21.0 million shares that it has committed
to the foregoing initiatives. Accordingly, the amendment to increase the
authorized but unissued shares of Common Stock is necessary in order for the
Corporation to satisfy such commitments.
The Board of Directors believes that an increase in the authorized but
unissued shares of Common Stock is in the best interests of the Corporation and,
therefore, at a meeting held on February 19, 1998, the Board of Directors
adopted a proposed amendment to the Corporation's Charter, increasing the number
of authorized shares of Common Stock from 100 million shares to 300 million
shares.
The additional shares of Common Stock for which authorization is sought
will have the same terms and rights as the shares of Common Stock now
authorized. No preemptive rights would be attached to these shares. If the
proposed amendment is approved, the additional authorized shares will be
available for issuance for capital formation, share splits or dividends,
franchise expansion, and other proper corporate purposes at the discretion of
the Board of Directors. Except as may be required by applicable law or
regulation at the time of issuance, the shares may be issued without further
action by the shareholders. The Board of Directors believes that the proposed
increase in the number of authorized shares of Common Stock will provide the
Corporation with the flexibility it will need in conducting its business and in
meeting future contingencies.
The Corporation has recently agreed to issue approximately 35 million
shares in connection with a recently announced acquisition. Approval of Proposal
3 will not constitute approval of this transaction which will require subsequent
shareholder approval at a Special Meeting. Except for the transactions described
above, there are no commitments to issue any other of the authorized but
unissued shares of Common Stock that the approval of this amendment would allow.
Issuance of the shares of Common Stock, under certain circumstances, could
discourage, or make more difficult, an attempt to gain control of the
Corporation. The Board of Directors presently has no intention of issuing
authorized but unissued shares for that purpose and knows of no ongoing attempt
to gain control of the Corporation.
The Board of Directors recommends a vote "For" the proposed amendment to
the Charter increasing the number of authorized shares of Common Stock. The
enclosed proxy will be so voted unless the shareholder specifies a contrary
choice. The affirmative vote of a majority of the outstanding shares of Common
Stock of the Corporation is required for approval of this proposed amendment to
the Charter. A failure to vote, abstention, or broker nonvote with respect to
the proposed amendment to the Charter will have the effect of a vote against the
proposed amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL
OF THE SHARES AUTHORIZED FOR ISSUANCE.
CERTAIN INFORMATION AS TO MANAGEMENT
The following table contains information concerning the compensation
received by the Corporation's Chief Executive Officer ("CEO") and the four most
highly compensated executive officers of the Corporation in the three fiscal
years ended December 31, 1997.
7
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION(1)
----------------------------------------------
ANNUAL COMPENSATION RESTRICTED
--------------------------------------------- STOCK SECURITIES
OTHER ANNUAL AWARDS($) UNDERLYING ALL OTHER
NAME AND COMPENSATION($) (SEE OPTIONS/SARS(#) COMPENSATION($)
PRINCIPAL POSITION YEAR SALARY($) BONUS($) (SEE NOTE 2) NOTE 3) (SEE NOTE 4) (SEE NOTE 5)
------------------ ---- --------- -------- --------------- ---------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
B. W. Rawlins, Jr. 1997 645,000 581,000 308,000 -- 150,000 11,244
Chairman and CEO of 1996 590,000 443,000 -- 3,157,000 458,048 11,681
Corporation and UPB 1995 510,000 382,500 -- -- 61,685 10,798
J. W. Moore 1997 455,000 410,000 231,000 -- 110,000 9,213
President and Chief 1996 380,000 285,000 -- 2,367,750 190,366 9,559
Operating Officer of 1995 320,000 240,000 -- -- 50,149 8,871
Corporation and UPB
J. W. Parker 1997 215,000 100,000 77,000 -- 42,837 12,252
Executive Vice President 1996 200,000 96,000 -- 789,250 72,660 12,204
and CFO of Corporation 1995 175,000 70,000 -- -- 8,965 11,575
and UPB
J. A. Smith 1997 240,000 80,000 -- -- 45,239 11,277
Executive Vice President 1996 240,000 10,000 -- -- 10,003 11,604
and Senior Lending 1995 240,000 52,000 -- -- 2,500 11,040
Officer of Corporation
and UPB
M. K. Walters 1997 175,000 60,000 38,000 -- 34,443 11,361
Senior Vice President, 1996 165,000 80,000 -- 394,625 39,885 12,579
Treasurer, and Chief 1995 135,000 54,000 -- -- 10,298 9,584
Accounting Officer of
Corporation and UPB
</TABLE>
- ---------------
(1) The Corporation maintains two "Long Term Incentive Plans" that were approved
by shareholders in 1983 and 1992.
(2) "Other Annual Compensation" for 1997 consists of certain cash payments in
connection with long-term compensation plan.
(3) Restricted shares were granted to the named executives in 1996 under the
"Long Term Incentive Plan" approved by shareholders in 1992. Shares may vest
over 12 years in annual amounts of 7,333; 5,500; 1,833; and 916 shares,
respectively, for the named executives and are subject to forfeiture for
certain conditions. All shares not forfeited will earn dividends to the
extent dividends are paid on common shares. Should all shares have been
fully vested in 1997, and based on December 31, 1997 market value, the
aggregate value for each executive would have been $5,973,000; $4,479,750;
$1,493,250; and $746,625, respectively, for the named executives. The value
of shares vesting each year may vary. The restricted stock awards in 1996
represent one-time awards made for overall performance over the past five
years including successful completion of several key acquisitions and to
ensure their continued employment with the Corporation.
(4) Shares acquired pursuant to option exercise must generally be held three
years or any profits must be paid to the Corporation. The Corporation does
not grant SARs.
(5) "All Other Compensation" for 1997 consists of the following various
components. Employee stock ownership plan contributions on behalf of the
employees as follows: $5,127, B. W. Rawlins; $5,127, J. W. Moore; $5,127, J.
W. Parker; $5,127, J. A. Smith; and $5,127, M. K. Walters. 401(k) plan
contributions on behalf of the same employees, respectively, are as follows:
$6,117; $4,086; $7,125; $6,150; and $6,234.
8
<PAGE> 11
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES IN EXERCISE OR GRANT DATE
NAME GRANTED(#)(2) FISCAL YEAR BASE PRICE($/SM) EXPIRATION DATE VALUE(5)($)
---- ------------- ------------ ----------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
B. W. Rawlins, Jr. 150,000(4) 15.6% 65.1875 12-18-07 $1,382,722
J. W. Moore 110,000(4) 11.5% 65.1875 12-18-07 1,013,997
J. W. Parker 6,790(1) 4.5% 47.25 06-05-07 42,728
4,214(1) 51.125 10-18-06 29,333
400(1) 60.3125 01-21-03 3,294
792(1) 60.3125 02-08-04 6,523
641(1) 60.3125 02-20-05 5,279
30,000(3) 65.1875 12-18-07 472,325
J. A. Smith 7,000(3) 4.7% 45.625 02-13-07 84,539
3,239(1) 49.00 06-12-07 21,238
35,000(3) 65.1875 12-18-07 551,045
M. K. Walters 1,626(1) 3.6% 44.50 01-21-03 10,354
572(1) 44.50 07-12-03 3,642
1,610(1) 44.50 02-08-04 10,252
1,798(1) 44.50 06-01-04 11,450
1,056(1) 44.50 02-20-05 6,725
1,870(1) 44.50 01-23-06 11,908
5,911(1) 44.50 10-18-06 37,640
20,000(3) 65.1875 12-18-07 314,883
</TABLE>
- ---------------
(1) Options granted in 1997 as reload options on exercises where shares were
used as the consideration for the exercise. The reload options carry the
same term as the option which was exercised. Reload options vest six months
after the grant date.
(2) Generally, options may not be granted at less than the fair market value of
the underlying shares on the date of grant, and will expire upon the
earliest of ten years after the date of grant, termination for cause, one
month after termination of employment (other than for cause) for any reason
except death or disability, and one year after death or after termination
due to disability. Already owned shares of stock may be used as the
consideration for exercise of the option, and a reload option will generally
be granted in such cases. Generally, except in the event of involuntary
termination or termination due to disability, death or retirement, shares
acquired by option exercise must be held at least three years or any profits
from sale must be repaid to the Corporation. All options granted in 1997
have an exercise price equal to the underlying stock's fair market value on
the grant date.
(3) Options granted in 1997 which vest 1/3 twelve months after the date of
grant, an additional 1/3 24 months after the date of grant and the final
1/3 36 months after the date of grant.
(4) Options granted in 1997 which vest immediately.
(5) Present values were calculated using the Black-Scholes option pricing model.
The model is a mathematical formula which is widely used and accepted for
valuing traded stock options. There is no assurance that the values
generated by the model will actually be realized. The actual value, if any,
an executive may realize will depend on the excess of the stock price over
the exercise price at the date of exercise. The model was applied using the
individual grant dates and the exercise price and fair market value of the
9
<PAGE> 12
Corporation's Common Stock on the grant date. It also assumed: (i) a
risk-free rate of return based on the yield on a U. S. Government Zero
Coupon bond with a term equal to the term of the stock grant which ranged
from 5.66% to 6.81%; (ii) stock price volatility calculated using weekly
closing prices of the Common Stock of the Corporation for a one-year period
ending on the grant date which ranged from 18.89% to 25.08%; (iii) a
constant dividend yield on the respective grant dates based on the quarterly
cash dividend rate per share paid by the Corporation on its Common Stock;
and (iv) that the options would be exercised on the final day of their
ten-year term. No discount from the theoretical value was taken to reflect
the one-year waiting period prior to vesting, the restrictions on the
transfer of the options, and the likelihood that the options will be
exercised in advance of the final day of their term.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED AT IN-THE-MONEY
SHARES FY-END (#) FY-END ($)(2)
ACQUIRED ON VALUE --------------- --------------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#)(1) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- --------------- --------------------
<S> <C> <C> <C> <C>
B. W. Rawlins, Jr. ................... -- -- 360,193/196,368 7,704,588/6,836,427
J. W. Moore........................... -- -- 270,424/141,643 6,717,305/4,914,027
J. W. Parker.......................... 18,825 326,585 27,292/ 71,422 787,396/1,430,397
J. A. Smith........................... 10,000 331,250 29,341/ 49,503 1,323,967/ 533,574
M. K. Walters......................... 19,298 216,016 14,443/ 41,262 337,605/ 780,778
</TABLE>
- ---------------
(1) Shares acquired pursuant to option exercise must generally be held three
years or any profits must be paid to the Corporation. During the restriction
period, shares may be used to exercise an option or to satisfy tax
withholding requirements on option exercises.
(2) Value is calculated as the difference between the closing market price of a
share of Common Stock on December 31, 1997 ($67.875 per share) and the
exercise price of the options. No value is reported if the exercise price of
the options exceeded the market price of a share of Common Stock on December
31, 1997.
EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE OF CONTROL
ARRANGEMENTS
The Corporation is a party to employment agreements with B. W. Rawlins,
Jr., and J. W. Moore, originally effective as of December 1, 1989. As a result
of a comprehensive review at year-end 1996 of all of the Corporation's benefit
plans, incentive plans, and executive management employment agreements, certain
modifications were made and the employment agreements were amended and restated
as of April 17, 1997. The agreements provide for minimum base salaries for Mr.
Rawlins and Mr. Moore of $645,000 and $455,000, respectively, and entitle
Messrs. Rawlins and Moore to receive certain other employee benefits and to
participate in incentive bonus, stock option, and deferred compensation plans.
On December 31 of each year the terms of such contracts are automatically
extended for one year unless the Corporation otherwise notifies the officer
within 60 days prior to the applicable renewal date; provided, however, that the
term of the agreement may be extended only to such time as the officer reaches
age 65. If the Corporation chooses not to extend the agreement, the officer may
either remain until the end of the then-current term of his agreement, or may
choose to terminate the agreement and be paid an amount equal to
10
<PAGE> 13
three times the sum of his highest base salary and highest annual bonus earned
in any year during his employment ("final highest earnings"). In either such
case, all options, stock appreciation rights, and other awards in the nature of
rights that may be exercised, and all awards of restricted stock, if any, issued
to the officer under all stock incentive plans of the Corporation (collectively,
"incentive awards") will immediately vest and be exercisable and all
restrictions thereon will lapse. In addition, the officer will have the right to
elect within 90 days after the effective date of his termination of employment,
either to receive a lump sum cash-out of his stock options at the then-current
spread value or to have the right to exercise such options for a period of two
years from the date of such election.
If termination of employment is for cause, the officer will be provided
base salary through the date of termination plus any annual incentive bonus that
has been previously approved but not paid. In addition, the Corporation shall,
at its election, either effect a lump sum cash-out of the officer's stock
options (vested and unvested) at the then-current spread value, or declare all
such options to be immediately vested and exercisable by the officer within one
year from notice of his termination.
If termination of employment is due to death or disability, the officer
will be provided base salary through the date of termination plus any annual
incentive bonus that has been previously approved but not paid, and will receive
a severance payment equal to three times his final highest earnings (as defined
above). In either such case, all incentive awards will immediately vest and be
exercisable and all restrictions thereon will lapse. In addition, the officer or
his estate will have the right to elect, within 90 days after the effective date
of the officer's termination of employment, either to receive a lump sum
cash-out of his stock options at the then-current spread value or to have the
right to exercise such options for a period of two years from the date of such
election.
The employment agreements also provide that in the event of a change in
control of the Corporation (as defined in the agreements to include certain
business combinations, acquisitions of stock or assets of the Corporation, or
changes in Board composition) Messrs. Rawlins and Moore will have the option to
extend the terms of their employment agreements for an additional three-year
period, beginning on the later of the date of the renewal notice or the date of
the change in control. Upon the commencement of any such renewal term, any
remaining period of the then-current term of the employment agreement will be
canceled. During the extended renewal term following a change in control, the
officer may resign without penalty upon 90 days prior notice and receive a
lump-sum payment equal to three times his final highest earnings (as defined
above). Also, in the event of a change in control, all incentive awards will
immediately vest and be exercisable and all restrictions thereon will lapse, and
any stock or stock equivalents held in a deferred account on behalf of the
officer will become immediately payable. With respect to benefits paid, accrued
or accelerated by virtue of a change in control, the agreements require the
Corporation to make certain tax gross-up payments to cover the income tax and
excise tax liabilities of the officers with respect to such benefits, including
tax liabilities associated with the gross-up payments.
The Corporation is also a party to an employment agreement with J.
Armistead Smith, effective as of December 1, 1989, which provides for a minimum
base salary of $240,000 and entitles Mr. Smith to receive certain other employee
benefits and to participate in incentive bonus, stock option, and deferred
compensation plans.
On December 31 of each year the terms of such contract are automatically
extended for one year unless the Corporation otherwise notifies Mr. Smith within
60 days prior to the applicable renewal date; provided, however, that the term
of the agreement may be extended only to such time as he reaches age 65. If the
Corporation chooses not to extend the agreement, Mr. Smith may either remain
until the end of the then-
11
<PAGE> 14
current term of his agreement, or may choose to terminate the agreement and be
paid an amount equal to the sum of his then-current base salary and his last
annual incentive bonus ("final earnings"). In either such case, all options,
stock appreciation rights, and other awards in the nature of rights that may be
exercised, and all awards of restricted stock, if any, issued to Mr. Smith under
all stock incentive plans of the Corporation (collectively, "incentive awards")
will immediately vest and be exercisable and all restrictions thereon will
lapse. In addition, Mr. Smith will have the right to elect, within 90 days after
the effective date of his termination of employment, either to receive a lump
sum cash-out of his stock options at the then-current spread value or to have
the right to exercise such options for a period of two years from the date of
such election.
If termination of employment is for cause, Mr. Smith will be provided base
salary through the date of termination plus any annual incentive bonus that has
been previously approved but not paid. In addition, the Corporation shall, at
its election, either effect a lump sum cash-out of Mr. Smith's stock options
(vested and unvested) at the then-current spread value, or declare all such
options to be immediately vested and exercisable by Mr. Smith within one year
from notice of his termination.
If termination of employment is due to death or disability, Mr. Smith or
his estate will have no further rights under the agreement other than the right
to elect, within 90 days after the effective date of his termination of
employment, either to receive a lump sum cash-out of his stock options (vested
and unvested) at the then-current spread value, or to have such options become
fully vested and remain exercisable for a period of two years from the date of
such election.
The employment agreement also provides that in the event of an Acquisition
(as defined in the agreement) of the Corporation or Union Planters Bank, N.A.,
Mr. Smith will have the option to extend the term of his employment agreement
for an additional one-year period, beginning on the later of the date of the
renewal notice or the date of the acquisition. Upon the commencement of any such
renewal term, any remaining period of the then-current term of the employment
agreement will be canceled. During the extended renewal term following an
Acquisition, Mr. Smith may resign without penalty upon 90 days prior notice and
receive a lump-sum payment, without deduction for excise taxes or otherwise,
equal to the compensation he would have received over the remaining term of the
agreement, plus a gross-up payment to cover his income tax and excise tax
liabilities with respect to such payment, including tax liabilities associated
with the gross-up payment. Also, in the event of an Acquisition, all incentive
awards will immediately vest and be exercisable and all restrictions thereon
will lapse.
COMPENSATION COMMITTEE REPORT
The Salary and Benefits Committee (the "Committee") is composed of five
directors who are not employees of the Corporation or any of its subsidiaries.
The Committee makes recommendations to the Board of Directors as to the amount
and form of executive officer compensation, and is responsible for granting
stock options and restricted stock.
Pay Philosophy
The compensation programs of the Corporation are designed to align
compensation with business objectives and performance, and to enable the
Corporation to attract, retain and reward executives who contribute to the
long-term success of the Corporation. The Committee believes that executive pay
should be linked to performance. Therefore, the Corporation provides an
executive compensation program which
12
<PAGE> 15
includes base pay, annual cash bonus and long-term incentive opportunities
through the use of stock options and restricted stock.
Section 162(m) of the Code imposes a limit, with certain exceptions, on the
amount that a publicly held corporation may deduct in any year for the
compensation paid or accrued with respect to its five most highly compensated
executive officers. While the Committee cannot predict with certainty how the
Corporation's compensation tax deduction might be affected, the Committee tries
to preserve the tax deductibility of all executive compensation while
maintaining flexibility with respect to the Corporation's compensation programs
as described in this report. Consistent with this intention, in 1997 the
Committee established the Union Planters Corporation Senior Management
Performance Incentive Plan and the shareholders have approved amendments to the
1992 Stock Incentive Plan. Awards under the Performance Incentive Plan and
option grants under the Amended 1992 Plan are intended to qualify as
performance-based compensation as defined under Section 162(m) of the Code.
Additionally, the Corporation requires certain officers to defer receipt of
restricted shares if the receipt of the shares were to cause an officer's
compensation to exceed the Section 162(m) limitation.
Base Salary
Base salary is set annually based on job-related experience, individual
performance and pay levels of similar positions at approximately twenty peer
financial institutions. The Corporation targets base pay at the 50th percentile
of peer base pay. In determining compensation at peer financial institutions,
the Corporation analyzes information from independent surveys. The surveys,
which do not necessarily include the same financial institutions as included in
the NYSE financial indicator (used in the performance graph), are chosen based
on similarity of the surveyed financial institutions to the Corporation in terms
of size, geographic region, scope of services, and return on assets/return on
equity. In 1997, base salary of the named executive officers was generally at
the target based on peer analysis.
Annual Bonus
The Corporation maintains an annual incentive plan that is based on the
achievement of certain return on equity (ROE) targets established by the Salary
and Benefits Committee plus individual performance of participating executives.
First, the plan establishes three ROE target levels; target levels vary
between corporate executives and bank-level management. Each ROE target level
has a corresponding bonus potential, calculated as a percentage of base salary,
which is based upon a participant's level and scope of responsibility within the
Corporation. The bonus potential is based on target bonus levels as reported by
the same peer financial institutions used in analyzing base salary.
If actual ROE performance is within the ROE targets established by the
Salary and Benefits Committee, the plan calculates a midpoint bonus based on the
target percentage of base salary that corresponds with actual ROE performance.
During 1997 ROE performance met or exceeded the ROE targets established by the
Committee. With respect to participating executives other than the CEO and the
COO, the CEO then has discretion to increase or decrease the actual bonus by up
to 50% based on an executive's actual performance. With respect to the CEO and
the COO, the Committee has discretion only to decrease the actual bonus payment.
13
<PAGE> 16
Long-term Incentives
In order to link the interests of the Corporation's shareholders and senior
management, the Corporation maintains a stock incentive plan. Stock options and
restricted stock may be granted under the plan. Awards are based on position and
individual performance. Among other conditions, stock options and restricted
stock are granted subject to a vesting schedule. Options may be exercised after
vesting. However, to encourage long-term share retention, shares acquired
pursuant to option exercise must generally be held at least three years, or any
profits from sale must be repaid to the Corporation.
For 1997, options and restricted stock were granted to the executive
officers based on their positions and a subjective assessment of individual
performances. Generally, long-term incentive awards are targeted between the
50th and 75th percentiles of the competitive market. The Corporation utilizes
the same surveys and peer financial institutions as used in analyzing base
salary and takes into consideration options and restricted stock that have
already been granted.
1997 Compensation for the Chief Executive Officer
Many of the same philosophies used in determining compensation for officers
of the Corporation are used in determining compensation for Mr. Rawlins. The
Committee establishes each element of Mr. Rawlins' pay based on his achievement
of specific business objectives. These objectives are based upon specific
financial and nonfinancial goals. No specific weighting or formula is used to
determine levels of compensation. Additionally, the Committee takes into
consideration an analysis of compensation at the peer financial institutions
used to review compensation of other officers of the Corporation.
Base Salary
The Committee increased Mr. Rawlins' base salary for the year 1997 from
$590,000 to $645,000 which represented about a 9% increase. This level
positioned his base salary at the 50th percentile of peer financial
institutions.
Annual Bonus
The Committee determines the chief executive officer's annual bonus based
upon his performance relative to business objectives established at the
beginning of the year and specific corporate ROE targets. The Corporation's
actual ROE for 1997 exceeded the ROE targets previously established by the
Committee. Based on 1997 performance, the Committee decided to award Mr. Rawlins
$581,000.
Long-term Incentives
For 1997, the Committee awarded 150,000 options to Mr. Rawlins as part of
the Corporation's annual granting program. The value of this long-term award
alone, and the value of this award plus base salary and the annual bonus,
position the chief executive officer above the 50th percentile but below the
75th percentile of competitive compensation for peer financial institutions.
SALARY AND BENEFITS COMMITTEE
Marvin E. Bruce, Chair
Albert M. Austin
George W. Bryan
James E. Harwood
Mike P. Sturdivant
14
<PAGE> 17
PERFORMANCE GRAPH
The following graph sets forth the Corporation's cumulative total
shareholder return (assuming reinvestment of dividends) as compared to the S&P
500 and the NYSE Financial Indicator over a five-year period beginning December
31, 1992.
Note: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.
UNION PLANTERS CORPORATION
TOTAL CUMULATIVE SHAREHOLDER RETURN FOR
FIVE-YEAR PERIOD ENDING DECEMBER 31, 1997
<TABLE>
<S> <C> <C> <C> <C>
NYSE FINAN-
DECEMBER 312 UNION PLANTERS S&P 500 CIAL INDICATOR
1992 100.00 100.00 100.00
1993 106.61 110.06 107.96
1994 91.89 111.52 97.50
1995 145.47 153.39 136.58
1996 183.97 188.59 174.86
1997 329.83 251.49 246.96
</TABLE>
EXECUTIVE BENEFIT PLANS
The Corporation maintains two executive benefit plans for selected
management employees. Eligibility is determined by the Salary and Benefits
Committee, which is also responsible for administering the plans.
The supplemental retirement plan provides a retirement income benefit at
age 62 equal to a percentage of final total cash compensation. The benefit can
be paid in either an equivalent lump sum amount or in annual/monthly
installments. The plan is nonqualified and unfunded, and the amounts payable
thereunder are not offset for social security or other amounts.
15
<PAGE> 18
Currently, the executive officers identified in the Summary Compensation
Table participate in the supplemental retirement plan or a similar predecessor
plan. Supplemental annual retirement benefits payable under the plan at age 62
are equal to 65% of the average of executive's final three years of salary and
bonus. The annual supplemental retirement benefit under the plan is reduced 6%
per year for early retirement after age 55 but before age 62. In addition,
annual supplemental retirement benefits generally vest at 65% following
termination upon a change in control as defined in the plan based on projected
three-year average total compensation.
The deferred compensation plan allows participants to defer a portion of
their cash compensation into a nonqualified savings plan. The plan credits
interest annually equal to the greater of 120% of the mid-term Applicable
Federal Rate or the Union Planters Corporation common stock total investment
return. In addition, the Corporation matches amounts deferred with a 25% company
contribution. The plan returns the compensation deferred plus interest earned
upon termination of employment or earlier if otherwise elected by the
participant.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
During 1997 some of the directors and officers of the Corporation, and
other persons and entities with which they are affiliated, were customers of,
and had in the ordinary course of business banking transactions with, the
Corporation's subsidiary banks. All loans included in such transactions were
made on substantially the same terms, including interest rates and collateral
requirements, as those prevailing at the time for comparable transactions with
other persons and, in the opinion of management, did not involve more than the
normal risk of collectibility or present other unfavorable features. Such loans
aggregated approximately 1% of shareholders' equity as of December 31, 1997.
During 1997 a partnership in which S. L. Wilson, a director and
brother-in-law of J. W. Moore, is a partner remained indebted to one of the
Corporation's subsidiary banks for $3.4 million on a tax-exempt, nonrecourse
loan bearing interest at a rate of 6.5% per annum. The outstanding balance of
the loan, together with accrued interest, was repaid during the third quarter.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors to file reports of ownership and changes in
ownership with the SEC and the NYSE. Officers and directors are required by SEC
regulation to furnish the Corporation with copies of all Section 16(a) forms
filed. Based solely upon review of copies of such forms, or written
representations that there were no unreported holdings or transactions, the
Corporation believes that for the most recent fiscal year all Section 16(a)
filing requirements applicable to its officers and directors were complied with
on a timely basis.
SOLICITATION OF PROXIES
Some of the Corporation's directors and officers who will receive no
additional compensation may solicit proxies in person, and by telephone,
telegraph, telecopier, facsimile, and mail from brokerage houses and other
institutions, nominees, fiduciaries and custodians, who will be requested to
forward the proxy materials to beneficial owners of the Common Stock. The
Corporation will, upon request, reimburse such intermediaries for their
reasonable expenses in forwarding proxy materials but will not pay fees,
commissions, or other compensation.
16
<PAGE> 19
To assist the Board of Directors, the Corporation has retained Morrow &
Company, Inc. to provide proxy solicitation services at a fee of $9,000 plus
customary expenses. The Trust Division of UPB, N.A. has also been retained. The
providers of the proxy solicitation services are expected to communicate in
person, or by telephone, telegraph, telecopier, facsimile, or mail with those
shareholders who have not responded within a reasonable time to urge such
shareholders to sign and return their proxies. The cost of solicitation of
proxies will be borne by the Corporation.
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be presented at the Corporation's
1999 Annual Meeting of Shareholders must be received in writing by the
Corporation at the corporate offices no later than November 12, 1998.
ANNUAL REPORT AND EXHIBITS
The Corporation's Annual Report to Shareholders is enclosed with this proxy
statement. The following section of Part I of the Annual Report on Form 10-K,
submitted to the Securities and Exchange Commission, is hereby incorporated by
reference into this proxy statement: "Executive Officers of the Registrant."
Neither the Annual Report to Shareholders nor the Form 10-K is to be considered
proxy-soliciting material except to the extent expressly incorporated by
reference herein.
ANY SHAREHOLDER WHO WISHES TO OBTAIN A COPY, WITHOUT CHARGE, OF THE
CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31,
1997, WHICH INCLUDES FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES,
WHICH IS REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY
CONTACT THE CORPORATE MARKETING DIVISION, AT P. O. BOX 387, MEMPHIS, TENNESSEE,
38147, OR AT TELEPHONE NUMBER 901/580-6604.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ E. J. HOUSE, JR.
E. J. House, Jr.
Secretary
Memphis, Tennessee
March , 1998
PLEASE MARK, DATE, SIGN, AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY STILL VOTE IN PERSON, SINCE THE PROXY MAY BE REVOKED AT ANY
TIME PRIOR TO ITS EXERCISE BY DELIVERING TO THE SECRETARY OF THE CORPORATION A
WRITTEN REVOCATION OF THE PROXY.
17
<PAGE> 20
APPENDIX
UNION PLANTERS CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Union Planters Corporation hereby nominates
and appoints JOHN H. HEMBREE, JAMES F. SPRINGFIELD, and TIMMONS L. TREADWELL,
III, with power to act without the other and with full power of substitution, as
the undersigned's true and lawful attorney(s) to vote all of the Common Stock of
Union Planters Corporation standing in the undersigned's name on the
Corporation's books at the close of business on February 18, 1998, with all the
powers the undersigned would possess if present in person, at the Annual Meeting
of Shareholders to be held on April 16, 1998, or any adjournment thereof.
THIS PROXY CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
<TABLE>
<CAPTION>
WITHHELD
FOR FOR ALL FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
Item 1: ELECTION OF DIRECTORS [ ] [ ] Item 2: RATIFICATION OF THE [ ] [ ] [ ]
SELECTION OF PRICE
WATERHOUSE LLP AS
INDEPENDENT
ACCOUNTANTS AND
AUDITORS
CLASS I CLASS II CLASS III
M. E. Bruce A. M. Austin P. S. Lewis, Jr. Item 3: APPROVAL OF AMENDMENT [ ] [ ] [ ]
J. E. Harwood G. W. Bryan J. W. Moore TO THE CORPORATION'S
S. D. Overton C. J. Lowrance, III V. L. Rawlins CHARTER TO INCREASE
D. F. Schuppe B. W. Rawlins, Jr. D. M. Thomas SHARES AUTHORIZED
S. L. Wilson R. A. Trippeer, Jr. FOR ISSUANCE
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, FROM 100 MILLION
STRIKE A LINE THROUGH THE NOMINEE'S NAME) TO 300 MILLION
</TABLE>
Signature Date
----------------------------------------- ------------------
