<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
UNION PLANTERS CORPORATION
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- --------------------------------------------------------------------------------
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<PAGE> 2
(UNION PLANTERS CORP LOGO)
MARCH 17, 2000
Dear Union Planters Shareholder:
It is my pleasure to invite you to Union Planters Corporation's 2000 Annual
Meeting of Shareholders. This year's meeting will be held at Union Planters
Bank, National Association, 2800 Ponce DeLeon Boulevard, 7th Floor Media Room,
Coral Gables, Florida 33134 on April 20, 2000, at 10:00 a.m. EDT.
The formal notice of the meeting follows on the next page. In addition to
the two items of business, we will also discuss Union Planters' 1999 performance
and answer your questions. Enclosed with this proxy statement are your proxy
card, a postage-paid envelope to return your proxy card, your admission ticket
to the meeting (which is attached to your proxy card) and Union Planters' 1999
Annual Report.
Your vote is important. Whether you plan to attend the meeting or not, you
may vote your shares via a toll-free telephone number or via the Internet or you
may sign, date and mail the enclosed proxy card in the envelope provided.
Instructions regarding all three methods of voting are contained on the proxy
card. If you attend the meeting and prefer to vote in person, you may do so.
I look forward to seeing you at the meeting.
Sincerely,
/s/ BENJAMIN W. RAWLINS, JR.
Benjamin W. Rawlins, Jr.
Chairman and Chief Executive Officer
<PAGE> 3
(UNION PLANTERS CORP LOGO)
---------------------
NOTICE OF THE 2000
ANNUAL MEETING OF SHAREHOLDERS
---------------------
The Annual Meeting of Shareholders of Union Planters Corporation will be
held on April 20, 2000, at 10:00 a.m. EDT, at Union Planters Bank, National
Association, 2800 Ponce DeLeon Boulevard, 7th Floor Media Room, Coral Gables,
Florida 33134 for the following purposes:
1. to elect three Class I directors;
2. to vote on the ratification of the appointment of PricewaterhouseCoopers
LLP as our independent public accountants for the 2000 fiscal year; and
3. to transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on February 22, 2000 are
entitled to notice of and to vote at the Annual Meeting.
Whether or not you plan to attend the meeting, we urge you to vote your
shares via a toll-free telephone number or via the Internet or by signing,
dating and mailing the enclosed proxy card in the envelope provided.
By Order of the Board of Directors
/s/ E. JAMES HOUSE, JR.
E. James House, Jr.
Corporate Secretary
March 17, 2000
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INFORMATION ABOUT UNION PLANTERS CORPORATION................ 1
INFORMATION ABOUT THE ANNUAL MEETING........................ 1
Information about Attending the Annual Meeting............ 1
Information about this Proxy Statement.................... 1
Information about Voting.................................. 1
Quorum Requirement........................................ 2
Information about Votes Necessary for Action to be
Taken.................................................. 2
Other Matters............................................. 2
ELECTION OF DIRECTORS....................................... 2
Directors to be Elected................................... 2
Information About our Directors and Nominees.............. 3
MEETINGS AND COMMITTEES OF THE BOARD........................ 5
DIRECTOR COMPENSATION....................................... 6
UNION PLANTERS STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE
OFFICERS.................................................... 6
EXECUTIVE COMPENSATION...................................... 7
Report of the Salary and Benefits Committee on Executive
Compensation........................................... 7
Summary Compensation Table................................ 10
Option/SAR Grants in Last Fiscal Year..................... 11
Option/SAR Exercises and Fiscal Year-End Values........... 12
Employment Contracts and Termination, Severance, and
Change of Control Arrangements......................... 13
Executive Benefit Plans................................... 14
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN............. 15
CERTAIN RELATIONSHIPS AND TRANSACTIONS...................... 15
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS............... 16
OTHER INFORMATION........................................... 16
Shareholder Proposals for the 2001 Annual Meeting......... 16
Annual Reports and Exhibits............................... 16
Solicitation of Proxies................................... 17
</TABLE>
<PAGE> 5
INFORMATION ABOUT UNION PLANTERS CORPORATION
Union Planters is a bank holding company that conducts its business through
its principal bank subsidiary, Union Planters Bank, National Association, and
its other banking subsidiaries. We have banking branches in Alabama, Arkansas,
Florida, Illinois, Indiana, Iowa, Kentucky, Louisiana, Mississippi, Missouri,
Tennessee, and Texas. We offer a diversified range of financial services in the
communities we serve and we operate approximately 868 banking offices and 1,018
automated teller machines. The address of our principal executive offices is
7130 Goodlett Farms Parkway, Memphis, Tennessee 38018 and our telephone number
is (901) 580-6000. Our website is located at www.unionplanters.com.
INFORMATION ABOUT THE ANNUAL MEETING
INFORMATION ABOUT ATTENDING THE ANNUAL MEETING
Our Annual Meeting will be held on April 20, 2000 at 10:00 a.m. EDT, at
Union Planters Bank, National Association, 2800 Ponce DeLeon Boulevard, 7th
Floor Media Room, Coral Gables, Florida 33134. If you plan to attend the Annual
Meeting, please bring your admission ticket with you. Your admission ticket is
included with this proxy statement.
INFORMATION ABOUT THIS PROXY STATEMENT
We sent you these proxy materials because Union Planters' Board of
Directors is soliciting your proxy to vote your shares at the Annual Meeting. If
you own Union Planters common stock in more than one account, such as
individually and also jointly with your spouse, you may receive more than one
set of these proxy materials. To assist us in saving money and to provide you
with better shareholder services, we encourage you to have all your accounts
registered in the same name and address. You may do this by contacting Union
Planters' Corporate Trust Division at (800) 900-4548. This proxy statement
summarizes information that we are required to provide to you under the rules of
the Securities and Exchange Commission and that is designed to assist you in
voting your shares. On March 17, 2000, we began mailing these proxy materials to
all shareholders of record at the close of business on February 22, 2000.
INFORMATION ABOUT VOTING
Shareholders can vote in person at the Annual Meeting or by proxy. There
are three ways to vote by proxy:
- By Telephone -- You can vote by telephone by calling toll-free
1-888-215-6897 and following the instructions on the proxy card;
- By Internet -- You can vote by Internet by following the instructions on
the proxy card; or
- By Mail -- You can vote by mail by signing, dating and mailing the
enclosed proxy card.
If your shares are held in the name of a bank, broker or other holder of
record, you will receive instructions from the holder of record that you must
follow in order for your shares to be voted. Telephone and Internet voting also
will be offered to shareholders owning stock through certain banks and brokers.
If your shares are not registered in your own name and you plan to attend the
Annual Meeting and vote your shares in person, you should contact your broker or
agent in whose name your shares are registered to obtain a broker's proxy card
and bring it and your admission ticket to the Annual Meeting in order to vote.
1
<PAGE> 6
If you vote by proxy, the individuals named on the card (your proxy
holders) will vote your shares in the manner you indicate. You may specify
whether your shares should be voted for all, some or none of the nominees for
director and whether your shares should be voted for or against each of the
other proposals. If you sign and return the card without indicating your
instructions, your shares will be voted for:
- The election of the three Class I nominees for directors; and
- The ratification of the appointment of PricewaterhouseCoopers LLP as our
independent public accountants for the 2000 fiscal year.
You may revoke or change your proxy at any time before it is exercised by
sending a written revocation to Union Planters' Corporate Secretary, E. James
House, Jr., by providing a letter dated later than the date of your proxy, by
voting in person at the meeting or through Internet or telephone voting. Your
latest telephone or Internet vote will be the one that is counted.
Each share of Union Planters common stock is entitled to one vote. As of
February 22, 2000, the record date for this solicitation of proxies, there were
135,852,886 shares of common stock outstanding.
QUORUM REQUIREMENT
A quorum is necessary to hold a valid meeting. If holders of a majority of
all the shares of common stock entitled to vote at the meeting are present in
person or by proxy, a quorum will exist. If you have returned a properly
executed proxy card or attend the meeting in person, your shares of common stock
will be counted for the purpose of determining whether there is a quorum, even
if you abstain from voting on some or all matters introduced at the meeting.
Like abstentions, broker non-votes will be counted as present for establishing a
quorum. A broker non-vote occurs when a broker votes on some matter on the proxy
card but not on others because the broker does not have the authority to do so.
INFORMATION ABOUT VOTES NECESSARY FOR ACTION TO BE TAKEN
The three Class I directors to be elected at the Annual Meeting will be
elected at the meeting by a plurality of all the votes cast at the meeting,
meaning that the three nominees for director with the most votes will be
elected. We do not permit cumulative voting in the election of directors.
The appointment of PricewaterhouseCoopers LLP as our independent public
accountants for the 2000 fiscal year will be ratified if the votes cast in favor
exceed the votes cast in opposition.
Abstentions and broker non-votes will have no effect on the vote on the
election of directors or the ratification of PricewaterhouseCoopers LLP.
OTHER MATTERS
The Board of Directors does not know of any other matter that will be
presented at the Annual Meeting other than the proposals discussed in this proxy
statement. Under our bylaws, generally no business besides the two proposals
discussed in this proxy statement may be transacted at the meeting. However, if
any other matter properly comes before the Annual Meeting, your proxy holders
will act on such matter in their discretion.
ELECTION OF DIRECTORS
DIRECTORS TO BE ELECTED
Our charter provides for a classified Board of Directors. The Board of
Directors is divided into three classes. Each class has as equal a number of
directors as possible. The directors in each class serve a three-year term and
only one class is elected at each annual meeting of shareholders. At the 2000
annual meeting you will be asked to elect three directors to serve in Class I
for a term to expire at the annual meeting of
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<PAGE> 7
shareholders to be held in 2003. We have four directors who are retiring
pursuant to the terms of our Bylaws, and our Board has chosen not to replace
them.
The Board of Directors has no reason to believe that any nominee for
director will not be available for election. However, if a nominee is
unavailable for election, the proxy holders may vote for another nominee
proposed by the Board or the Board may reduce the number of directors to be
elected at the Annual Meeting.
INFORMATION ABOUT OUR DIRECTORS AND NOMINEES
The following biographies show the age and principal occupations during the
past five years of each of our directors, the date the director was first
elected to the Board, and any directorships held by the director with any other
public company or any registered investment company. Directors who are nominated
for election at the Annual Meeting are identified by a check mark (X). Ages are
shown as of February 22, 2000.
CLASS I DIRECTORS AND NOMINEES:
X James E. Harwood (Age 63)
- Director of Union Planters since 1996
- President, Sterling Equities (business management advisory services)
- Director of Morgan Keegan & Company, Inc.** (investment banking)
- Director of SCB Computer Technology** (computer consulting services)
C.E. Heiligenstein (Age 70)*
- Director of Union Planters since December 1998
- Attorney (retired)
Carl G. Hogan (Age 70)*
- Director of Union Planters since December 1998
- Chairman, Hogan Motor Leasing, Inc. (contract transportation)
S. Lee Kling (Age 71)*
- Director of Union Planters since December 1998
- Chairman, Kling, Rechter & Company (merchant banking)
X Donald F. Schuppe (Age 68)
- Director of Union Planters since 1996
- DFS Service Company (consulting)
X Richard A. Trippeer, Jr. (Age 60)
- Director of Union Planters since 1974
- President, R.A. Trippeer, Inc. (investments)
CLASS II DIRECTORS (TERM EXPIRES 2001):
Albert M. Austin (Age 72)
- Director of Union Planters since 1974
- Chairman, Cannon, Austin & Cannon, Inc. (real estate)
3
<PAGE> 8
George W. Bryan (Age 55)
- Director of Union Planters since 1986
- Senior Vice President, Sara Lee Corporation (Meat Group Division, meat
processing and packaging)
C.J. Lowrance, III (Age 69)*
- Director of Union Planters since 1985
- President, Lowrance Brothers & Company, Inc. (planter)
Benjamin W. Rawlins, Jr. (Age 61)***
- Director of Union Planters since 1984
- Chairman and Chief Executive Officer, Union Planters and Union
Planters Bank, National Association
Spence L. Wilson (Age 57)***
- Director of Union Planters since 1996
- President, Kemmons Wilson, Inc. (hotel development and management,
resort time-sharing, home building, subdivision development, and
private investment)
- Director of Morgan Keegan & Company, Inc.** (investment banking)
CLASS III DIRECTORS (TERM EXPIRES 2002):
Parnell S. Lewis, Jr. (Age 52)
- Director of Union Planters since 1996
- Member, River Investments, LLC (investments)
Jackson W. Moore (Age 51)***
- Director of Union Planters since 1986
- President and Chief Operating Officer, Union Planters and Union
Planters Bank, National Association
- Director since 1997 of Prison Realty Trust, Inc.** or its
predecessor (real estate investment trust)
V. Lane Rawlins (Age 62)***
- Director of Union Planters since 1992
- President, The University of Memphis
David M. Thomas (Age 69)
- Director of Union Planters since 1998
- Retired; President, Magnolia Federal Bank for Savings from 1988 to
1993
- ---------------
* Directors Heiligenstein, Hogan, Kling, and Lowrance will be retiring at the
2000 Annual Meeting.
** A 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.
4
<PAGE> 9
*** S.L. Wilson is a brother-in-law of our President, J.W. Moore. There is no
family relationship between B.W. Rawlins and V.L. Rawlins.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR ALL OF THE
NOMINEES.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors met six times in 1999. In addition to meetings of
the full Board, directors also attended meetings of Board committees. All of the
directors attended at least 75% of all the meetings of the Board and the
committees on which they served during the fiscal year. The Board of Directors
has the following standing committees which meet on a regularly scheduled basis:
Community Reinvestment Act, Directors' Audit, Directors' Loan, and Salary and
Benefits. The Executive Committee of the Board meets on an ad hoc basis as
needed. There was one Executive Committee meeting held in 1999. The following
table shows the membership of the standing committees and the Executive
Committee.
COMMITTEE MEMBERSHIP ROSTER
<TABLE>
<CAPTION>
COMMUNITY
REINVESTMENT DIRECTORS' DIRECTORS' SALARY AND
NAME ACT AUDIT LOAN EXECUTIVE BENEFITS
- ---- ------------ ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Albert M. Austin............................. X* X X
George W. Bryan.............................. X*
James E. Harwood............................. X X X
C.E. Heiligenstein**......................... X
Carl G. Hogan**.............................. X
S. Lee Kling**............................... X
Parnell S. Lewis, Jr......................... X X
C.J. Lowrance, III**......................... X X
Jackson W. Moore............................. X
Benjamin W. Rawlins, Jr...................... X*
V. Lane Rawlins.............................. X* X
Donald F. Schuppe............................ X X*
David M. Thomas.............................. X
Richard A. Trippeer, Jr...................... X X
Spence L. Wilson............................. X
</TABLE>
- ---------------
* Indicates committee chair
** Indicates director is retiring at 2000 Annual Meeting.
Community Reinvestment Act Committee. Held four meetings in 1999. This
committee monitors Union Planters Bank's compliance with the Community
Reinvestment Act and makes recommendations to the Board of Directors concerning
Union Planters Bank's progress under the Community Reinvestment Act and the Home
Mortgage Disclosure Act. This includes reviewing Union Planters Bank's small
business, small farm, and home mortgage lending performance; equity investments;
charitable contributions; and bank employee service hours that qualify under the
above mentioned regulations. A major focus of this committee is overseeing the
veracity of the lending data reported to the Office of the Comptroller of the
Currency.
Directors' Audit Committee. Held five meetings during 1999. This committee
makes recommendations to the Board of Directors with respect to the selection of
independent accountants; the review and scope of audit arrangements; the
independent accountants' suggestions for strengthening internal control; matters
of concern to the Committee, the independent accountants, or management relating
to our financial statements or other results of the annual audit; the review of
internal control with our financial and accounting staff; the review of the
activities and recommendations of our audit director and compliance auditors;
and the review of financial statements and other financial information we
publish.
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<PAGE> 10
Directors' Loan Committee. Held four meetings in 1999. This committee
monitors the activities of the overall lending function utilizing information
presented to it by management at regular quarterly meetings. This includes, but
is not limited to, review of trends in outstandings and key quality measures;
significant borrowing relationships; large problem loans; industry
concentrations; all significant lending policies; and, the adequacy of the
allowance for loan losses. The committee also reviews all lending-related
reports from the regulators, auditors, and internal loan review.
Salary And Benefits Committee. Held five meetings in 1999. This committee
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 our 1992 and 1983 Stock Incentive
Plans and is authorized to grant stock options and award stock without further
approval, except grants to directors.
DIRECTOR COMPENSATION
Directors who are employees of Union Planters or any of its subsidiaries
receive no fees for their services as directors. Directors who are not employees
of Union Planters or any of its subsidiaries receive an annual retainer of
$32,500. Compensated directors also receive fees for service on Board committees
in the following amounts:
<TABLE>
<CAPTION>
COMMITTEE FEES
- --------- ------
<S> <C>
Audit.................................................. $5,000
Community Reinvestment Act............................. 3,000
Directors' Loan........................................ 4,000
Executive.............................................. 1,000(per meeting)
Salary and Benefits.................................... 3,000
</TABLE>
Individual directors may, at their option, defer the receipt of directors'
fees. Under alternatives available each year from 1987 through 1999 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 (1) the death of the director; or (2) the later of (a) age 65, or (b)
completion of five years' participation in the fee deferral program. Nine
directors elected to enter into such nonqualified deferred compensation
agreements for 1999.
UNION PLANTERS STOCK OWNERSHIP
BY DIRECTORS AND EXECUTIVE OFFICERS
This table indicates how many shares of common stock and common stock
equivalents the executive officers and directors beneficially owned as of
February 22, 2000. In general, "beneficial ownership" includes those shares a
director or executive officer has the power to vote, or the power to transfer,
and stock options that are exercisable currently or become exercisable within 60
days. Except as otherwise noted, the persons named in the table below have sole
voting and investment power with respect to all shares shown as beneficially
owned by them.
<TABLE>
<CAPTION>
PERCENTAGE OF
OPTIONS CURRENTLY SHARES OF
EXERCISABLE OR OUTSTANDING
SHARES OF EXERCISABLE COMMON
NAME COMMON STOCK WITHIN 60 DAYS STOCK
- ---- ------------ ----------------- -------------
<S> <C> <C> <C>
Albert M. Austin(1)(2)............................... 31,725 48,145 *
George W. Bryan(1)................................... 5,900 50,000 *
Lloyd B. DeVaux(2)................................... 16,494 23,391 *
James E. Harwood(1)(2)............................... 75,991 15,113 *
C.E. Heiligenstein(1)(3)............................. 264,509 1,127 *
Carl G. Hogan(1)(3).................................. 18,659 4,104 *
</TABLE>
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<PAGE> 11
<TABLE>
<CAPTION>
PERCENTAGE OF
OPTIONS CURRENTLY SHARES OF
EXERCISABLE OR OUTSTANDING
SHARES OF EXERCISABLE COMMON
NAME COMMON STOCK WITHIN 60 DAYS STOCK
- ---- ------------ ----------------- -------------
<S> <C> <C> <C>
S. Lee Kling(1)(2)(3)................................ 236,183 1,127 *
Parnell S. Lewis, Jr.(1)............................. 7,328 50,000 *
C.J. Lowrance, III(1)(3)............................. 33,152 50,000 *
Jackson W. Moore(1)(2)............................... 466,762 484,935 *
John W. Parker(2).................................... 85,306 77,164 *
Benjamin W. Rawlins, Jr.(1)(2)....................... 551,588 692,605 *
V. Lane Rawlins...................................... 2,700 50,000 *
Donald F. Schuppe(1)................................. 4,775 50,000 *
David M. Thomas(1)................................... 40,223 10,000 *
Richard A. Trippeer, Jr.(1).......................... 343,344 50,000 *
M. Kirk Walters(1)(2)................................ 57,716 53,722 *
Spence L. Wilson..................................... 52,696 49,239 *
--------- --------- ----
Directors and Executive Officers as a group (18
persons)........................................... 2,295,051 1,760,672 2.99%
========= ========= ====
</TABLE>
- ---------------
* Indicates less than 1% of the shares of Union Planters common stock
outstanding as of February 22, 2000.
(1) Includes shares of common stock owned by relatives or held in trusts or
partnerships for the benefit of relatives with respect to which named
persons disclaim any beneficial interest.
(2) Includes shares of common stock in the following amounts resulting from the
exercise of nonqualified options, the receipt of which shares has been
deferred pursuant to an irrevocable Stock Option Deferral Agreement: Albert
M. Austin (1,855 shares); Lloyd B. DeVaux (2,646 shares); James E. Harwood
(20,517 shares); S. Lee Kling (4,315 shares); Jackson W. Moore (154,072
shares); John W. Parker (24,153 shares); Benjamin W. Rawlins, Jr. (337,565
shares); and M. Kirk Walters (14,294 shares).
(3) C.E. Heiligenstein, Carl G. Hogan, S. Lee Kling, and C.J. Lowrance, III will
retire as Directors at the 2000 Annual Meeting.
EXECUTIVE COMPENSATION
REPORT OF THE SALARY AND BENEFITS COMMITTEE ON EXECUTIVE COMPENSATION
The Salary and Benefits Committee (the "Committee") is composed of four
directors who are not employees of Union Planters 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 Union Planters are designed to align
compensation with business objectives and performance, and to enable Union
Planters to attract, retain and reward executives who contribute to the
long-term success of Union Planters. The Committee believes that executive pay
should be linked to performance. Therefore, Union Planters provides an executive
compensation program which includes base pay, annual cash bonus and long-term
incentive opportunities through the use of stock options and restricted stock.
Section 162(m) of the Internal Revenue Code imposes a limit, with certain
exceptions, on the amount that a publicly-held corporation may deduct in any
year for the compensation paid with respect to its five most highly compensated
executive officers. While the Committee cannot predict with certainty how Union
Planters' compensation tax deduction might be affected, the Committee tries to
preserve the tax deductibility of all executive compensation while maintaining
flexibility with respect to Union Planters' compensation
7
<PAGE> 12
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 Stock Incentive Plan are intended to
qualify as performance-based compensation as defined under Section 162(m) of the
Code so that they would be fully deductible. Additionally, Union Planters
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 twenty peer financial
institutions. Union Planters targets base pay at the 50th percentile of peer
base pay. In determining compensation at peer financial institutions, Union
Planters 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 Union Planters in terms of
size, geographic region, scope of services, and return on assets/return on
equity. In 1999, base salary of the named executive officers was generally at
the target 50th percentile, based on peer analysis.
Annual Bonus
If actual return on equity (ROE) performance is within the ROE targets
established by the Salary and Benefits Committee, the Performance Incentive Plan
calculates a midpoint bonus based on the target percentage of base salary that
corresponds with actual ROE performance. During 1999, ROE performance met or
exceeded the ROE targets established by the Committee. With respect to
participating executives other than the chief executive officer and the chief
operating officer, the chief executive officer has discretion to increase or
decrease the actual bonus by up to 50% based on an executive's individual
performance. With respect to the chief executive officer and the chief operating
officer, the Committee has sole discretion to decrease the actual bonus payment.
Long-Term Incentives
In order to link the interests of Union Planters' shareholders and senior
management, Union Planters 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 Union Planters.
For 1999, options 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. Union Planters utilizes the same surveys and peer
financial institutions for this purpose as used in analyzing base salary and
takes into consideration options and restricted stock that have already been
granted.
1999 Compensation for the Chief Executive Officer
Many of the same philosophies used in determining compensation for officers
of Union Planters 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 Union Planters.
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<PAGE> 13
Base Salary
In January 1999, the Committee increased Mr. Rawlins' base salary from
$700,000 to $770,000 which represented a 10% increase and positioned his base
salary at the 50th percentile of peer financial institutions. At the January
2000 meeting, the Committee did not make any adjustments to Mr. Rawlins' base
salary.
Annual Bonus
The Committee determines the chief executive officer's annual bonus based
upon his performance relative to business objectives established at the
beginning of the year and specific corporate ROE targets. Based on 1999
performance, the Committee did not award Mr. Rawlins a bonus.
Long-Term Incentives
For 1999, the Committee awarded 150,000 stock options to Mr. Rawlins as
part of Union Planters' long-term stock incentive plan. This was equal to the
grants made to Mr. Rawlins in 1997 and 1998.
SALARY AND BENEFITS COMMITTEE
George W. Bryan, Chair
Albert M. Austin
James E. Harwood
Carl G. Hogan
9
<PAGE> 14
SUMMARY COMPENSATION TABLE
The table below shows the before-tax compensation for Benjamin W. Rawlins,
Jr., the Chairman and Chief Executive Officer of Union Planters, and the four
next highest compensated executive officers of Union Planters.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION (SEE NOTE 1)
----------------------------------------------- ---------------------------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND FISCAL COMPENSATION($) AWARDS($) OPTIONS(#) COMPENSATION($)
PRINCIPAL POSITION YEAR SALARY($) BONUS($) (SEE NOTE 2) (SEE NOTE 3) (SEE NOTE 4) (SEE NOTE 5)
------------------ ------ --------- -------- --------------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
B.W. Rawlins, Jr. 1999 770,000 -- 7,600 -- 141,355 9,921
Chairman and CEO of 1998 700,000 610,000 98,000 3,285,625 585,275 11,485
Union Planters and UPB 1997 645,000 581,000 308,000 -- 150,000 11,244
L.B. DeVaux 1999 213,333 43,000 28,000 -- -- 8,315
Executive Vice 1998 189,667 100,000 -- 563,250 6,333 9,282
President and
CIO of Union Planters 1997 160,833 80,000 -- -- -- 9,877
and UPB
J.W. Moore 1999 540,000 -- 264,000 -- 119,540 9,927
President and COO of 1998 500,000 430,000 189,000 2,346,875 484,935 9,298
Union Planters and UPB 1997 455,000 410,000 231,000 -- 110,000 9,213
J.W. Parker 1999 255,000 25,000 90,000 -- 31,394 10,715
Executive Vice 1998 235,000 125,000 269,000 821,406 65,956 12,123
President and
CFO of Union Planters 1997 215,000 100,000 77,000 -- 42,837 12,252
and UPB
M.K. Walters 1999 192,500 19,500 68,000 -- 16,412 13,115
Senior Vice President, 1998 185,000 70,000 354,000 375,500 39,598 14,523
Treasurer And CAO of 1997 175,000 60,000 38,000 -- 34,443 11,361
Union Planters
and UPB
</TABLE>
- ---------------
(1) Union Planters maintains two Stock Incentive Plans that were approved by
shareholders in 1983 and 1992.
(2) "Other Annual Compensation" for 1999 consists of certain cash payments in
connection with the long-term compensation plan.
(3) Restricted shares were granted to the named executives in 1998 under the
Stock Incentive Plan approved by shareholders in 1992. Grantees have the
right to receive dividends on restricted shares. Shares generally vest over
twelve years in equal amounts annually and are subject to forfeiture under
certain conditions. During 1998 Union Planters approved current vesting of
the annual incentive which otherwise would not have vested until after the
62nd birthday of applicable executives. The aggregate market value as of
December 31, 1999 (and number) of all restricted shares that were held as of
December 31, 1999, and have not been released, were: $5,941,930 (150,667
shares); $433,812 (11,000 shares); $3,759,735 (95,334 shares); $1,038,547
(26,334 shares); and $203,774 (5,167 shares), respectively, for the named
executives.
(4) Shares acquired pursuant to option exercise must generally be held three
years or any profits must be paid to Union Planters. Union Planters does not
grant SARs.
(5) "All Other Compensation" for 1999 consists of the following various
components. Employee stock ownership plan contributions on behalf of the
employees as follows: $3,515; B.W. Rawlins, Jr.; $3,515 L.B. DeVaux; $3,515,
J.W. Moore; $3,515, J.W. Parker; and $3,515, M.K. Walters. 401(k) plan
contributions on behalf of the same employees, respectively, are as follows:
$6,406; $4,800; $6,412; $7,200; and $9,600.
10
<PAGE> 15
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows certain information regarding option grants for
Messrs. Rawlins, DeVaux, Moore, Parker and Walters.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------------
NUMBER OF OPTIONS/SARS
SECURITIES GRANTED TO
UNDERLYING OPTIONS/ EMPLOYEES IN EXERCISE OR GRANT DATE
NAME SARS GRANTED(1) FISCAL YEAR(%) BASE PRICE($/SS) EXPIRATION DATE PRESENT VALUE(5)($)
- ---- ------------------- -------------- ----------------- --------------- -------------------
<S> <C> <C> <C> <C> <C>
B.W. Rawlins, Jr. 20,275(2) 15.3% 44.8125 02/15/06 $139,356
3,584(2) 44.8125 02/15/09 24,634
38,091(2) 42.0000 10/18/06 251,865
2,557(2) 42.0000 04/19/09 16,907
11,884(2) 42.9375 10/18/06 78,944
920(2) 42.9375 05/06/09 6,111
36,032(2) 44.4375 10/18/06 261,661
2,419(2) 44.4375 04/19/09 17,567
879(2) 44.4375 10/28/09 6,383
11,394(2) 44.8125 10/18/06 85,840
882(2) 44.8125 05/06/09 6,645
211(2) 44.8125 11/08/09 1,590
150,000(3) 39.2500 12/16/09 938,955
L.B. DeVaux 35,000(4) 1.9% 39.2500 12/16/09 263,904
J.W. Moore 13,492(2) 12.1% 44.8125 02/15/06 92,735
2,386(2) 44.8125 02/15/09 16,400
37,677(2) 42.0000 10/18/06 249,128
2,529(2) 42.0000 04/19/09 16,722
35,639(2) 44.4375 10/18/06 258,807
2,393(2) 44.4375 04/19/09 17,378
870(2) 44.4375 10/28/09 6,318
13,364(2) 45.2500 02/15/06 94,208
2,363(2) 45.2500 02/15/09 16,658
60(2) 45.2500 11/09/09 423
110,000(3) 39.2500 12/16/09 688,567
J.W. Parker 3,041(2) 3.2% 45.6250 01/23/06 20,841
635(2) 45.6250 01/23/09 5,104
12,099(2) 43.6250 10/18/06 79,661
1,027(2) 43.6250 04/21/09 8,047
11,484(2) 46.0000 10/18/06 86,318
246(2) 46.0000 11/16/09 2,297
30,000(4) 39.2500 12/16/09 226,203
M.K. Walters 1,856(2) 1.9% 45.1875 01/23/06 12,598
377(2) 45.1875 01/25/09 3,001
6,280(2) 42.0000 10/18/06 41,525
422(2) 42.0000 04/19/09 3,290
5,940(2) 44.4375 10/18/06 43,136
136(2) 44.4375 10/28/09 1,215
20,000(4) 39.2500 12/16/09 150,802
</TABLE>
- ---------------
(1) 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 retirement, death or disability, and one year after death. 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
11
<PAGE> 16
retirement, shares acquired by option exercise must be held at least three
years or any profits from sale must be repaid to Union Planters. All options
granted in 1999 have an exercise price equal to the underlying stock's fair
market value on the grant date.
(2) Options granted in 1999 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.
(3) Options granted in 1999 which vest immediately.
(4) Options granted in 1999 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, except for increments which otherwise
would not vest until after age 62. Such increments 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 Union
Planters' 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 4.6% to 6.6%;
(ii) stock price volatility calculated using daily closing prices of the
Common Stock of Union Planters for the expected term of the option ending on
the grant date which ranged from 24.3% to 30.0%; (iii) a constant dividend
yield on the respective grant dates based on the quarterly cash dividend
rate per share paid by Union Planters 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.
OPTION/SAR EXERCISES AND FISCAL YEAR-END VALUES
The following table shows the number and value of stock options and stock
appreciation rights (exercised and unexercised) for Messrs. Rawlins, DeVaux,
Moore, Parker and Walters.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/ OPTIONS/SARS AT
SHARES SARS AT FISCAL FISCAL YEAR-END
ACQUIRED ON VALUE YEAR-END(#) ($)(2)
EXERCISE REALIZED --------------------------- ---------------------------
NAME (#)(1) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
B.W. Rawlins, Jr.............. 141,355 903,196 692,605 51,817 28,125 0
L.B. DeVaux................... -- -- 18,038 52,375 19,985 6,532
J.W. Moore.................... 119,540 645,617 484,935 54,689 20,625 0
J.W. Parker................... 31,394 215,874 65,660 78,562 0 5,625
M.K. Walters.................. 16,412 103,423 45,463 42,866 1,250 2,500
</TABLE>
- ---------------
(1) Shares acquired pursuant to option exercise must generally be held three
years or any profits must be paid to Union Planters. During the restriction
period, shares may be used to exercise an option or to satisfy tax
withholding requirements on option exercises. Numbers of shares used to
exercise options and satisfy tax withholding requirements related to the
above options exercised were as follows: B.W. Rawlins, Jr., 120,977; J.W.
Moore, 104,928; J.W. Parker, 26,624; and M.K. Walters, 14,076.
(2) Value is calculated as the difference between the closing market price of a
share of common stock on December 31, 1999 ($39.4375 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, 1999.
12
<PAGE> 17
EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE, AND CHANGE OF CONTROL
ARRANGEMENTS
B.W. Rawlins, Jr. and J.W. Moore have employment agreements with Union
Planters. These agreements were first entered into as of December 1, 1989, and
were amended and restated as of April 17, 1997. These agreements provide for
minimum base salaries for Messrs. Rawlins and Moore of $700,000 and $500,000,
respectively, and entitle them 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 these employment agreements are
automatically extended for one year unless Union Planters provides at least 60
days prior notice to the officer. In any case, the term of the agreement may not
be extended after the officer reaches age 65. If we provide prior notice to the
officer that we are electing 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 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 Union Planters (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, Union Planters must, 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 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 Union Planters (as defined in the agreements to include certain
business combinations, acquisitions of stock or assets of Union Planters, 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 deferred compensation,
supplemental retirement benefits, and 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 Union Planters 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.
Mr. DeVaux has a salary continuation agreement with Union Planters that was
made as of May 5, 1998. The agreement provides for a base salary to Mr. DeVaux
of $200,000 and entitles him to be eligible for certain employee benefits and a
cash bonus and stock options to the same extent as other Union Planters officers
in a similar position to Mr. DeVaux.
13
<PAGE> 18
In the event Mr. DeVaux is terminated without cause prior to December 31,
2001, not in connection with a change in control, Mr. DeVaux will be entitled to
receive a severance payment equal to his current base salary multiplied by two
and an amount equal to the highest of his two preceding cash bonuses multiplied
by two. Mr. DeVaux would also be entitled to receive continued medical coverage
for the lesser of two years or until he becomes reemployed.
The salary continuation agreement also provides that in the event of a
change of control of Union Planters, all shares of restricted stock granted to
Mr. DeVaux will immediately vest. If Mr. DeVaux is terminated or resigns within
one year of a change in control he will receive the severance payment described
in the paragraph above.
EXECUTIVE BENEFIT PLANS
Union Planters 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 average earnings as defined in the plan,
with certain reductions described below. The benefit can be paid in either an
equivalent lump sum amount or in annual or monthly installments. The plan is
nonqualified and unfunded, and the amounts payable thereunder are not offset for
social security or other amounts, except as described below.
Currently, Messrs. Rawlins, Moore, Parker and Walters (executive officers
at the date the plan was offered) participate in the supplemental retirement
plan. Supplemental annual retirement benefits payable under the plan at age 62
are equal to 65% of the sum of the executive's highest base salary and highest
annual bonus during any year of employment, less (in the case of Messrs.
Rawlins, Moore and Walters) an amount calculated as the present value of Union
Planters' cost of funds related to premiums paid on a split-dollar life
insurance policy on the life of the executive and his spouse, which premiums
will be reimbursed in full to Union Planters from the cash value of the policy.
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 vest following a change in control as defined
in the plan and the agreements with each of the named executives.
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 common stock total investment return. In
addition, Union Planters 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.
14
<PAGE> 19
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following table and accompanying graph sets forth Union Planters
cumulative shareholder return (assuming reinvestment of dividends) as compared
to the Standard and Poor's 500 and the New York Stock Exchange Financial
Indicator over a five-year period beginning December 31, 1994.
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, 1999
[PERFORMANCE CHART]
<TABLE>
<CAPTION>
December 31, 1994 1995 1996 1997 1998 1999
- ------------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Union Planters Corporation 100.00 158.31 200.20 358.93 248.54 226.28
S&P 500 100.00 137.55 169.11 225.52 289.96 350.96
NYSE Financial Indicator 100.00 140.07 179.35 253.30 266.30 263.85
</TABLE>
CERTAIN RELATIONSHIPS AND TRANSACTIONS
During 1999 some of the directors and officers of Union Planters, and other
persons and entities with which they are affiliated, were customers of, and had
in the ordinary course of business banking transactions with, Union Planters'
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 less than 1% of shareholders' equity as of December 31, 1999.
15
<PAGE> 20
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Directors' Audit Committee, the Board of
Directors has appointed PricewaterhouseCoopers LLP to serve as the independent
public accountants of Union Planters for its fiscal year ending December 31,
2000. The Board seeks to have the shareholders ratify the appointment of
PricewaterhouseCoopers. PricewaterhouseCoopers, which has served as the
independent public accountants of Union Planters since 1985, follows a policy of
rotating the partner in charge of Union Planters' audit every seven years.
Representatives of PricewaterhouseCoopers will be present at the Annual Meeting
to respond to questions and to make a statement if they desire to do so. If the
appointment of PricewaterhouseCoopers is not ratified by the shareholders, the
Board of Directors may appoint other independent public accountants based upon
the recommendation of the Directors' Audit Committee.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE RATIFICATION
OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR FISCAL YEAR 2000.
OTHER INFORMATION
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Any shareholder proposals intended to be presented at Union Planters' 2001
annual meeting of shareholders must be received in writing by Union Planters at
the corporate offices no later than November 18, 2000. Any proposal submitted
after that date will be considered untimely. It will not be included in our
proxy statement and form of proxy relating to the 2001 annual meeting, and, if
raised at such annual meeting, management proxy holders would be allowed to use
their discretionary voting authority to vote on the proposal even though there
is no discussion of the proposal in our proxy statement.
ANNUAL REPORTS AND EXHIBITS
Union Planters' Annual Report to Shareholders is enclosed with this proxy
statement. Biographical information about our executive officers is included in
Part I of the Annual Report on Form 10-K we are filing with the Securities and
Exchange Commission for 1999, under the section entitled "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 in this proxy statement.
ANY SHAREHOLDER WHO WISHES TO OBTAIN A COPY, WITHOUT CHARGE, OF UNION
PLANTERS' ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31,
1999, 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, A1E AT POST OFFICE BOX 387, MEMPHIS,
TENNESSEE 38147, OR AT TELEPHONE NUMBER (901) 580-6604. PLEASE MARK, DATE, SIGN,
AND RETURN THE ENCLOSED PROXY CARD (OR VOTE BY TELEPHONE OR INTERNET) 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 CORPORATE
SECRETARY OF UNION PLANTERS A WRITTEN REVOCATION OF THE PROXY.
16
<PAGE> 21
SOLICITATION OF PROXIES
Some of Union Planters' directors and officers, who will receive no
additional compensation, may solicit proxies in person, and by telephone,
telegraph, telecopy, facsimile, or mail, from brokerage houses and other
institutions, nominees, fiduciaries, and custodians, who will be required to
forward the proxy materials to beneficial owners of Union Planters common stock.
Union Planters will, upon request, reimburse such intermediaries for their
reasonable expenses in forwarding proxy materials but will not pay fees,
commissions, or other compensation.
To assist the Board of Directors, Union Planters has retained Morrow &
Company, Inc. to provide proxy solicitation services at a fee of $7,500 plus
customary expenses. The Trust Division of Union Planters Bank, N.A. has also
been retained to assist in the solicitation of proxies. The providers of the
proxy solicitation services are expected to communicate in person, or by
telephone, telegraph, telecopy, facsimile, or mail with those shareholders who
have not responded within a reasonable time to urge them to return their
proxies. The cost of solicitation of proxies will be borne by Union Planters.
17
<PAGE> 22
PROXY UNION PLANTERS CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED SHAREHOLDER OF UNION PLANTERS CORPORATION HEREBY NOMINATES
AND APPOINTS ADOLFO HENRIQUES AND ROBERTO CAYON 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 22, 2000, WITH ALL THE POWERS THE UNDERSIGNED WOULD POSSESS
IF PRESENT IN PERSON, AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL
20, 2000, 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.
--FOLD AND DETACH HERE--
<PAGE> 23
<TABLE>
<S> <C>
PLEASE
MARK YOUR
VOTE AS [ X ]
INDICATED
IN THIS
EXAMPLE
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
IF SIGNED AND DATED WITH NO VOTING DIRECTION, VOTES WILL BE CAST FOR AS
RECOMMENDED BY BOARD OF DIRECTORS
<TABLE>
<S> <C>
Item 1. Election of Directors CLASS I
01 James E. Harwood
FOR ALL NOMINEES WITHHOLD 02 Donald F. Schuppe
listed to the right AUTHORITY 03 Richard A. Trippeer, Jr.
(except as marked to to vote for all nominees
the contrary) listed to the right (TO WITHHOLD AUTHORITY VOTE FOR ANY INDIVIDUAL
[ ] [ ] NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME)
Item 2. Ratification of the
selection of
PricewaterhouseCoopers
LLP as independent
accountants and
auditors.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
</TABLE>
Dated ______________________________________________, 2000
Signature of Stockholder__________________________________
Please sign exactly as name appears. If acting as
attorney, executor, trustee or in other representative
capacity sign name and title.
- FOLD AND DETACH HERE -
UNION PLANTERS CORPORATION ENCOURAGES YOU TO TAKE ADVANTAGE OF CONVENIENT WAYS
TO VOTE YOUR SHARES. IF VOTING BY PROXY, YOU MAY VOTE BY MAIL, OR CHOOSE ONE OF
THE TWO METHODS DESCRIBED BELOW. YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE
NAMED PROXY HOLDERS TO VOTE YOUR SHARES IN THE SAME MANNER AS IF YOU MARKED,
SIGNED, AND RETURNED YOUR PROXY CARD. TO VOTE BY TELEPHONE OR INTERNET, READ THE
ACCOMPANYING PROXY STATEMENT AND THEN FOLLOW THESE EASY STEPS:
- - YOU WILL BE ASKED TO ENTER A CONTROL NUMBER WHICH IS LOCATED IN THE LOWER
RIGHT HAND CORNER OF THIS FORM.
VOTE BY PHONE
OPTION #1: TO VOTE AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL PROPOSALS:
PRESS 1
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1
OPTION #2: IF YOU CHOOSE TO VOTE ON EACH PROPOSAL SEPARATELY: PRESS 0. YOU WILL
HEAR THESE INSTRUCTIONS:
Item 1: To vote FOR ALL nominees, press 1: To WITHHOLD FOR ALL nominees,
press 9. To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen to the
instructions.
Item 2: To vote FOR, press 1: AGAINST, press 9; ABSTAIN, press 0.
When asked, please confirm your vote by pressing 1.
VOTE BY INTERNET: THE WEB ADDRESS IS WWW.PROXYVOTING.COM/UPC
<TABLE>
<S> <C>
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(UNION PLANTERS CORP LOGO)
2000 ANNUAL MEETING ADMISSION TICKET
2000 ANNUAL MEETING OF SHAREHOLDERS
Thursday, April 20, 2000
10:00 a.m. EDT
Union Planters Bank, National Association
Seventh Floor Media Room
2800 Ponce DeLeon Boulevard
Coral Gables, Florida
Please present this ticket for admittance. Admittance will be based on
availability of seating
