MAGNA BANCORP INC, 8-K, 1997-05-14

MAGNA BANCORP INC
8-K, 1997-05-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
----------------------

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Date of Report (Date of earliest event reported): May 8, 1997

MAGNA BANCORP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 0-18918 64-0793093
- ---------------------- ----------- -------------
State of Incorporation (Commission (IRS Employer
File Number) Identification No.)

100 West Front Street, Hattiesburg, MS 39401
- ---------------------------------------- --------
(Address of principal executive offices) Zip Code

(601) 545-4720
----------------------------------------------------
(Registrant's telephone number, including area code)

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ITEM 5. OTHER EVENTS.

On May 8, 1997, Magna Bancorp, Inc., a corporation organized and existing
under the laws of the State of Delaware and a registered savings and loan
holding company under the Home Owners' Loan Act, as amended ("Magna"), and Union
Planters Corporation, a corporation organized and existing under the laws of the
State of Tennessee and a bank holding company under the Bank Holding Company Act
of 1956, as amended and registered savings and loan holding company under the
Home Owners' Loan Act, as amended ("UPC") entered into an Agreement and Plan of
Reorganization (the "Merger Agreement"), pursuant to which UPC Merger
Subsidiary, Inc., a corporation organized and existing under the laws of the
State of Delaware and a wholly owned subsidiary of UPC, will be merged with and
into Magna. Magna will survive the merger as a wholly owned subsidiary of UPC.

In accordance with the terms of the Merger Agreement, each share of Magna
common stock, par value $.01 per share ("Magna Common Stock"), outstanding
immediately prior to the effective time of the Merger will be converted into the
right to receive .5165 of a share of common stock, par value $5.00 per share, of
UPC ("UPC Common Stock").

The Merger is intended to constitute a tax-free reorganization under the
Internal Revenue Code of 1986, as amended, and to be accounted for as a
pooling-of-interests.

Consummation of the Merger is subject to various conditions, including
receipt of approval by the shareholders of Magna of the Merger Agreement and the
Merger and receipt
<PAGE> 3

of requisite regulatory approvals from the Board of Governors of the Federal
Reserve System and other federal and state regulatory authorities as necessary.

The Merger Agreement and the transactions contemplated thereby will be
submitted for approval at a meeting of the shareholders of Magna. Prior to such
meeting, UPC will file a registration statement with the Securities and Exchange
Commission registering under the Securities Act of 1933, as amended, the UPC
Common Stock to be issued in the Merger. Such shares of UPC Common Stock will be
offered to Magna shareholders pursuant to a prospectus that will also serve as a
proxy statement for the shareholders' meeting.

The preceding description of the Merger Agreement is qualified in its
entirety by reference to the copy of the Merger Agreement included as Exhibit
2.1 hereto and which is hereby incorporated herein by reference.

In connection with the Merger Agreement, UPC and Magna entered into a Stock
Option Agreement, dated May 8, 1997 (the "Stock Option Agreement"), pursuant to
which Magna granted to UPC an option to purchase, under certain circumstances,
up to 2,737,000 authorized and unissued shares of Magna Common Stock at a price,
subject to certain adjustments of $17.50 per share (the "UPC Option"). The
number of shares subject to the UPC Option, if exercised, would equal, before
giving effect to the exercise of the UPC Option, 19.9% of the total number of
shares of Magna Common Stock outstanding. The UPC Option was granted by Magna as
a condition and inducement to UPC's willingness to enter into the Merger
Agreement. Under certain circumstances, Magna may be required to repurchase the
UPC Option or the shares acquired

<PAGE> 4

pursuant to the exercise of the UPC Option.

The preceding description of the Stock Option Agreement is qualified in its
entirety by reference to the copy of the Stock Option Agreement included as
Exhibit 2.2 hereto and which is hereby incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

<S> <C>
2.1 Agreement and Plan of Reorganization, dated May 8, 1997, by and
between Union Planters Corporation and Magna Bancorp, Inc.
(without exhibits)

2.2 Stock Option Agreement, dated May 8, 1997, by and between Union
Planters Corporation, as grantee, and Magna Bancorp, Inc., as
issuer.

99 Text of joint press release, dated May 8, 1997, issued by Union
Planters Corporation and Magna Bancorp, Inc.
</TABLE>

<PAGE> 5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Magna Bancorp, Inc.
(Registrant)
------------

By: /s/Lou Ann Poynter
---------------
Lou Ann Poynter
President

Dated: May 8, 1997

<PAGE> 6

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------

<S> <C>
2.1 Agreement and Plan of Reorganization, dated May 8, 1997, by and
between Union Planters Corporation and Magna Bancorp, Inc.
(without exhibits)

2.2 Stock Option Agreement, dated May 8, 1997 by and between Union
Planters Corporation, as grantee, and Magna Bancorp, Inc., as
issuer.

99 Text of joint press release, dated May 8, 1997, issued by Union
Planters Corporation and Magna Bancorp, Inc.
</TABLE>

<PAGE> 1
EXHIBIT 2.1

AGREEMENT AND PLAN OF REORGANIZATION

BY AND BETWEEN

MAGNA BANCORP, INC.

AND

UNION PLANTERS CORPORATION

DATED AS OF MAY 8, 1997
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TABLE OF CONTENTS

<TABLE>
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Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 1 - TRANSACTIONS AND TERMS OF MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Time and Place of Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Execution of Stock Option Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.5 Restructure of Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 2 - TERMS OF MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 By-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 3 - MANNER OF CONVERTING SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1 Conversion of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2 Anti-Dilution Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.3 Shares Held by Magna or UPC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.4 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.5 Conversion of Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 4 - EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.1 Exchange Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.2 Rights of Former Magna Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF MAGNA . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.1 Organization, Standing, and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.2 Authority; No Breach By Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.3 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.4 Magna Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.5 SEC Filings; Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.6 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.8 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.9 Allowance for Possible Loan Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.10 Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.11 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.12 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.13 Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.14 Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

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<TABLE>
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5.15 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.16 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.17 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.18 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.19 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.20 Accounting, Tax, and Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.21 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.22 Charter Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF UPC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.1 Organization, Standing, and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.2 Authority; No Breach By Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.3 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.4 UPC Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.5 SEC Filings; Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.6 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.8 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.9 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.10 Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.11 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.12 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.13 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.14 Accounting, Tax, and Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE 7 - CONDUCT OF BUSINESS PENDING CONSUMMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 24
7.1 Affirmative Covenants of Magna . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
7.2 Negative Covenants of Magna . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
7.3 Covenants of UPC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.4 Adverse Changes in Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.5 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
ARTICLE 8 - ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.1 Registration Statement; Proxy Statement; Shareholder Approval . . . . . . . . . . . . . . . . 28
8.2 Exchange Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.3 Applications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.4 Filings with State Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.5 Agreement as to Efforts to Consummate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.6 Investigation and Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.7 Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.8 Certain Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.9 Accounting and Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.10 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.11 Charter Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.12 Agreements of Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.13 Employee Benefits and Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
</TABLE>

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<TABLE>
<CAPTION>
PAGE
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<S> <C>
8.14 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
8.15 UPC Merger Subsidiary Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
ARTICLE 9 - CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE . . . . . . . . . . . . . . . . . . . . . . 32
9.1 Conditions to Obligations of Each Party . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
9.2 Conditions to Obligations of UPC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
9.3 Conditions to Obligations of Magna . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
ARTICLE 10 - TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
10.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.3 Non-Survival of Representations and Covenants . . . . . . . . . . . . . . . . . . . . . . . . 39
ARTICLE 11 - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
11.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
11.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.3 Brokers and Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
11.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.5 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.6 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
11.7 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
11.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
11.9 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
11.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
11.11 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
11.12 Interpretations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
11.13 Enforcement of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
11.14 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
</TABLE>

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<PAGE> 5

LIST OF EXHIBITS

Exhibit Number Description

1. PLAN OF MERGER. (Section 1.1).

2. FORM OF STOCK OPTION AGREEMENT. (Section Section
1.4, 11.1).

3. FORM OF AGREEMENT OF AFFILIATES OF MAGNA. (Section
Section 8.12, 9.2(D)).

4. FORM OF SUPPLEMENTAL LETTER. (Section Section 7.2,
11.1).

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<PAGE> 6

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement")
is made and entered into as of May 8, 1997, by and between MAGNA BANCORP, INC.
("Magna"), a Delaware corporation having its principal office located in
Hattiesburg, Mississippi; and UNION PLANTERS CORPORATION ("UPC"), a Tennessee
corporation having its principal office located in Memphis, Tennessee.

PREAMBLE

The Boards of Directors of Magna and UPC are of the opinion
that the transactions described herein are in the best interests of the parties
and their respective shareholders. This Agreement provides for the acquisition
of Magna by UPC pursuant to the merger of a wholly owned, first-tier subsidiary
of UPC to be organized under the Laws of the State of Delaware ("UPC Merger
Subsidiary") with and into Magna. At the effective time of such merger, the
outstanding shares of the common stock of Magna shall be converted into the
right to receive shares of the common stock of UPC (except as provided in
Sections 3.3 and 3.4 of this Agreement). As a result, shareholders of Magna
shall become shareholders of UPC and Magna shall continue to conduct its
business and operations as a wholly owned subsidiary of UPC. The transactions
described in this Agreement are subject to the approvals of the shareholders of
UPC and Magna, the Board of Governors of the Federal Reserve System, the Office
of Thrift Supervision, and other applicable federal and state regulatory
authorities, and the satisfaction of certain other conditions described in this
Agreement. It is the intention of the parties to this Agreement that the
Merger for federal income tax purposes shall qualify as a "reorganization"
within the meaning of Section 368(a) of the Internal Revenue Code, and for
accounting purposes shall qualify for treatment as a pooling of interests.

Immediately after the execution and delivery of this
Agreement, as a condition and inducement to UPC's willingness to enter into this
Agreement, Magna and UPC are entering into a stock option agreement pursuant to
which Magna is granting to UPC an option to purchase shares of Magna Common
Stock.

Certain terms used in this Agreement are defined in Section
11.1 of this Agreement.

NOW, THEREFORE, in consideration of the above and the mutual
warranties, representations, covenants, and agreements set forth herein, the
parties agree as follows:
<PAGE> 7

ARTICLE 1
TRANSACTIONS AND TERMS OF MERGER

1.1 MERGER. Subject to the terms and conditions of this
Agreement, at the Effective Time, UPC Merger Subsidiary shall be merged with
and into Magna in accordance with the provisions of Section 251 of the DGCL and
with the effect provided in Section 259 of the DGCL (the "Merger"). Magna
shall be the Surviving Corporation resulting from the Merger and shall continue
to be governed by the Laws of the State of Delaware. The Merger shall be
consummated pursuant to the terms of this Agreement, which has been approved
and adopted by the respective Boards of Directors of Magna and UPC and the Plan
of Merger, in substantially the form of Exhibit 1, which has been approved and
adopted by the Board of Directors of Magna and will be approved and adopted by
the Board of Directors of UPC Merger Subsidiary and UPC (in its capacity as
sole shareholder of UPC Merger Subsidiary) upon the organization of UPC Merger
Subsidiary.

1.2 TIME AND PLACE OF CLOSING. The Closing will take
place at 9:00 A.M. on the date that the Effective Time occurs (or the
immediately preceding day if the Effective Time is earlier than 9:00 A.M.), or
at such other time as the Parties, acting through their chief executive
officers or chief financial officers, may mutually agree. The Closing shall be
held at such place as may be mutually agreed upon by the Parties.

1.3 EFFECTIVE TIME. The Merger and other transactions
contemplated by this Agreement shall become effective on the date and at the
time the Certificate of Merger reflecting the Merger shall become effective
with the Secretary of State of the State of Delaware (the "Effective Time").
Subject to the terms and conditions hereof, unless otherwise mutually agreed
upon in writing by the chief executive officers or chief financial officers of
each Party, the Parties shall use their reasonable efforts to cause the
Effective Time to occur on such date as may be designated by UPC within 30 days
following the last to occur of (i) the effective date (including expiration of
any applicable waiting period) of the last required Consent of any Regulatory
Authority having authority over and approving or exempting the Merger, (ii) the
date on which the shareholders of Magna approve this Agreement and the Plan of
Merger as required by applicable Law, and (iii) the date on which all other
conditions precedent to each Party's obligations hereunder shall have been
satisfied or waived (to the extent waivable by such Party).

1.4 EXECUTION OF STOCK OPTION AGREEMENT. Simultaneously
with the execution of this Agreement by the Parties and as a condition thereto,
Magna is executing and delivering to UPC a stock option agreement (the "Stock
Option Agreement"), in substantially the form of Exhibit 2, pursuant to which
Magna is granting to UPC an option to purchase shares of Magna Common Stock.

1.5 RESTRUCTURE OF TRANSACTION. UPC shall, in its
reasonable discretion, have the unilateral right to revise the structure of the
Merger contemplated by this Agreement in order to achieve tax benefits or for
any other reason which UPC may deem advisable; provided, however, that UPC
shall not have the right, without the approval of the Board of Directors of
Magna, to make any revision to the structure of the Merger which: (i) changes
the amount of the

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consideration which the holders of shares of Magna Common Stock are entitled to
receive (determined in the manner provided in Section 3.1 of this Agreement);
(ii) changes the intended tax-free effects of the Merger to UPC or the holders
of shares of Magna Common Stock; (iii) would permit UPC to pay the
consideration other than by delivery of UPC Common Stock registered with the
SEC (in the manner described in Section 4.1 of this Agreement); (iv) would be
materially adverse to the interests of Magna or holders of shares of Magna
Common Stock; (v) would unreasonably impede or delay consummation of the
Merger; or (vi) would affect any of the provisions in Sections 8.13 or 8.14 of
this Agreement. UPC may exercise this right of revision by giving written
notice to Magna in the manner provided in Section 11.8 of this Agreement which
notice shall be in the form of an amendment to this Agreement or in the form of
an Amended and Restated Agreement and Plan of Merger.

ARTICLE 2
TERMS OF MERGER

2.1 CHARTER. The Charter of Magna in effect immediately
prior to the Effective Time shall be the Charter of the Surviving Corporation
until otherwise amended or repealed.

2.2 BY-LAWS. The By-laws of Magna in effect immediately
prior to the Effective Time shall be the By-laws of the Surviving Corporation
until otherwise amended or repealed.

2.3 DIRECTORS AND OFFICERS. The directors of Magna in
office immediately prior to the Effective Time, together with such additional
persons as may thereafter be elected, shall serve as the directors of the
Surviving Corporation from and after the Effective Time in accordance with the
By-laws of the Surviving Corporation. The officers of Magna in office
immediately prior to the Effective Time, together with such additional persons
as may thereafter be elected, shall serve as the officers of the Surviving
Corporation from and after the Effective Time in accordance with the By-laws of
the Surviving Corporation.

ARTICLE 3
MANNER OF CONVERTING SHARES

3.1 CONVERSION OF SHARES. Subject to the provisions of
this Article 3, at the Effective Time, by virtue of the Merger and without any
action on the part of UPC, UPC Merger Subsidiary, Magna, or the shareholders of
either of the foregoing, the shares of the constituent corporations shall be
converted as follows:

(a) Each share of UPC Capital Stock, including any
associated UPC Rights, issued and outstanding immediately prior to the
Effective Time shall remain issued and outstanding from and after the
Effective Time.

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<PAGE> 9

(b) Each share of UPC Merger Subsidiary Common Stock
issued and outstanding immediately prior to the Effective Time shall
cease to be outstanding and shall be converted into and exchanged for one
share of Magna Common Stock.

(c) Each share of Magna Common Stock (excluding shares
held by any Magna Company or any UPC Company, in each case other than in
a fiduciary capacity or as a result of debts previously contracted)
issued and outstanding at the Effective Time shall cease to be
outstanding and shall be converted into and exchanged for the right to
receive .5165 of a share of UPC Common Stock (as subject to possible
adjustment as set forth in Section 10.1(g) of this Agreement, the
"Exchange Ratio"). Pursuant to the UPC Rights Agreement, each share of
UPC Common Stock issued in connection with the Merger upon conversion of
Magna Common Stock shall be accompanied by a UPC Right.

3.2 ANTI-DILUTION PROVISIONS. In the event UPC changes
the number of shares of UPC Common Stock issued and outstanding prior to the
Effective Time as a result of a stock split, stock dividend, or similar
recapitalization with respect to such stock and the record date therefor (in
the case of a stock dividend) or the effective date thereof (in the case of a
stock split or similar recapitalization for which a record date is not
established) shall be prior to the Effective Time, the Exchange Ratio shall be
proportionately adjusted.

3.3 SHARES HELD BY MAGNA OR UPC. Each of the shares of
Magna Common Stock held by any Magna Company or by any UPC Company, in each
case other than in a fiduciary capacity or as a result of debts previously
contracted, shall be canceled and retired at the Effective Time and no
consideration shall be issued in exchange therefor.

3.4 FRACTIONAL SHARES. Notwithstanding any other
provision of this Agreement, each holder of shares of Magna Common Stock
exchanged pursuant to the Merger who would otherwise have been entitled to
receive a fraction of a share of UPC Common Stock (after taking into account
all certificates delivered by such holder) shall receive, in lieu thereof, cash
(without interest) in an amount equal to such fractional part of a share of UPC
Common Stock multiplied by the market value of one share of UPC Common Stock at
the Effective Time. The market value of one share of UPC Common Stock at the
Effective Time shall be the closing price of such common stock on the
NYSE-Composite Transactions List (as reported by The Wall Street Journal or, if
not reported thereby, any other authoritative source selected by UPC) on the
last trading day preceding the Effective Time. No such holder will be entitled
to dividends, voting rights, or any other rights as a shareholder in respect of
any fractional shares.

3.5 CONVERSION OF STOCK OPTIONS.

(a) At the Effective Time, each option to
purchase or other right with respect to shares of Magna Common Stock pursuant
to stock options, stock appreciation rights or other rights, including stock
awards ("Magna Options") granted by Magna under the Magna Stock Plans, which
are outstanding at the Effective Time, whether or not exercisable, shall be
converted into and become rights with respect to UPC Common Stock, and UPC
shall assume each Magna Option, in accordance with the terms of the Magna Stock
Plan and stock option or

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<PAGE> 10

other agreement by which it is evidenced, except that from and after the
Effective Time, (i) UPC and its Salary and Benefits Committee shall be
substituted for Magna and the Committee of Magna's Board of Directors
(including, if applicable, the entire Board of Directors of Magna) or other
independent committee administering such Magna Stock Plan, (ii) each Magna
Option assumed by UPC may be exercised solely for shares of UPC Common Stock
(or cash in the case of stock appreciation rights), (iii) the number of shares
of UPC Common Stock subject to such Magna Option shall be equal to the number
of shares of Magna Common Stock subject to such Magna Option immediately prior
to the Effective Time multiplied by the Exchange Ratio and rounding down to the
nearest whole share, and (iv) the per share exercise price under each such
Magna Option shall be adjusted by dividing the per share exercise price under
each such Magna Option by the Exchange Ratio and rounding up to the nearest
cent. Notwithstanding the clauses (iii) and (iv) of the first sentence of this
Section 3.5, each Magna Option which is an "incentive stock option" shall be
adjusted as required by Section 424 of the Internal Revenue Code, and the
regulations promulgated thereunder, so as not to constitute a modification,
extension or renewal of the option, within the meaning of Section 424(h) of the
Internal Revenue Code. UPC and Magna agree to take all necessary steps to
effectuate the foregoing provisions of this Section 3.5.

(b) As soon as practicable after the Effective
Time, UPC shall deliver to the participants in each Magna Stock Plan an
appropriate notice setting forth such participant's rights pursuant thereto and
the grants subject to such Magna Stock Plan shall continue in effect on the
same terms and conditions (subject to the adjustments required by Section
3.5(a) after giving effect to the Merger), and UPC shall comply with the terms
of each Magna Stock Plan to ensure, to the extent required by, and subject to
the provisions of, such Magna Stock Plan, that Magna Options which qualified as
incentive stock options prior to the Effective Time continue to qualify as
incentive stock options after the Effective Time. Within 30 days after the
Effective Time, UPC shall file a registration statement on Form S-3 or Form
S-8, as the case may be (or any successor or other appropriate forms), with
respect to the shares of UPC Common Stock subject to such options and shall use
its reasonable efforts to maintain the effectiveness of such registration
statements (and maintain the current status of the prospectus or prospectuses
contained therein) for so long as such options remain outstanding.

(c) In approving this Agreement, Magna and the
Committee appointed by the Board of Directors of Magna in accordance with
paragraph 3 of the Magna Bancorp, Inc. 1990 Stock Option and Incentive Plan
agree not to permit the holders of options outstanding under such plan to
receive cash upon the Merger in an amount equal to the excess of the "Market
Value" of the Magna Common Stock subject to such option over the "Exercise
Price" of the shares subject to such option in accordance with Section 11 of
the Magna Bancorp, Inc. 1990 Stock Option and Incentive Plan.

ARTICLE 4
EXCHANGE OF SHARES

4.1 EXCHANGE PROCEDURES. Promptly after the Effective
Time, UPC and Magna shall cause the exchange agent selected by UPC (the
"Exchange Agent") to mail to the former shareholders of Magna appropriate
transmittal materials (which shall specify that delivery

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<PAGE> 11

shall be effected, and risk of loss and title to the certificates theretofore
representing shares of Magna Common Stock shall pass, only upon proper delivery
of such certificates to the Exchange Agent). The Exchange Agent may establish
reasonable and customary rules and procedures in connection with its duties.
After the Effective Time, each holder of shares of Magna Common Stock (other
than shares to be canceled pursuant to Section 3.3 of this Agreement) issued
and outstanding at the Effective Time shall surrender the certificate or
certificates representing such shares to the Exchange Agent and shall promptly
upon surrender thereof receive in exchange therefor the consideration provided
in Section 3.1 of this Agreement, together with all undelivered dividends or
distributions in respect of such shares (without interest thereon) pursuant to
Section 4.2 of this Agreement. To the extent required by Section 3.4 of this
Agreement, each holder of shares of Magna Common Stock issued and outstanding
at the Effective Time also shall receive, upon surrender of the certificate or
certificates representing such shares, cash in lieu of any fractional share of
UPC Common Stock to which such holder may be otherwise entitled (without
interest). UPC shall not be obligated to deliver the consideration to which
any former holder of Magna Common Stock is entitled as a result of the Merger
until such holder surrenders such holder's certificate or certificates
representing the shares of Magna Common Stock for exchange as provided in this
Section 4.1. The certificate or certificates of Magna Common Stock so
surrendered shall be duly endorsed as the Exchange Agent may require. Any
other provision of this Agreement notwithstanding, neither UPC nor the Exchange
Agent shall be liable to a holder of Magna Common Stock for any amounts paid or
property delivered in good faith to a public official pursuant to any
applicable abandoned property Law. Adoption of this Agreement by the
shareholders of Magna shall constitute ratification of the appointment of the
Exchange Agent.

4.2 RIGHTS OF FORMER MAGNA SHAREHOLDERS. At the
Effective Time, the stock transfer books of Magna shall be closed as to holders
of Magna Common Stock immediately prior to the Effective Time and no transfer
of Magna Common Stock by any such holder shall thereafter be made or
recognized. Until surrendered for exchange in accordance with the provisions
of Section 4.1 of this Agreement, each certificate theretofore representing
shares of Magna Common Stock (other than shares to be canceled pursuant to
Section 3.3 of this Agreement) shall from and after the Effective Time
represent for all purposes only the right to receive the consideration provided
in Sections 3.1 and 3.4 of this Agreement in exchange therefor, subject,
however, to the Surviving Corporation's obligation to pay any dividends or make
any other distributions with a record date prior to the Effective Time which
have been declared or made by Magna in respect of such shares of Magna Common
Stock in accordance with the terms of this Agreement and which remain unpaid at
the Effective Time. Whenever a dividend or other distribution is declared by
UPC on the UPC Common Stock, the record date for which is at or after the
Effective Time, the declaration shall include dividends or other distributions
on all shares of UPC Common Stock issuable pursuant to this Agreement, but
beginning 30 days after the Effective Time no dividend or other distribution
payable to the holders of record of UPC Common Stock as of any time subsequent
to the Effective Time shall be delivered to the holder of any certificate
representing shares of Magna Common Stock issued and outstanding at the
Effective Time until such holder surrenders such certificate for exchange as
provided in Section 4.1 of this Agreement. However, upon surrender of such
Magna Common Stock certificate, both the UPC Common Stock certificate (together
with all such undelivered dividends or other distributions without interest)
and any undelivered dividends and cash payments payable

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<PAGE> 12

hereunder (without interest) shall be delivered and paid with respect to each
share represented by such certificate.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF MAGNA

Magna hereby represents and warrants to UPC as follows:

5.1 ORGANIZATION, STANDING, AND POWER. Magna is a
corporation duly organized, validly existing, and in good standing under the
Laws of the State of Delaware, and has the corporate power and authority to
carry on its business as now conducted and to own, lease, and operate its
Assets. Magna is duly qualified or licensed to transact business as a foreign
corporation in good standing in the States of the United States and foreign
jurisdictions where the character of its Assets or the nature or conduct of its
business requires it to be so qualified or licensed, except for such
jurisdictions in which the failure to be so qualified or licensed is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Magna.

5.2 AUTHORITY; NO BREACH BY AGREEMENT.

(a) Magna has the corporate power and authority
necessary to execute, deliver, and perform its obligations under this Agreement
and the Plan of Merger and to consummate the transactions contemplated hereby
and thereby. The execution, delivery, and performance of this Agreement and
the Plan of Merger, as appropriate, and the consummation of the transactions
contemplated herein and therein, including the Merger, have been duly and
validly authorized by all necessary corporate action in respect thereof on the
part of Magna, subject to the approval of this Agreement and the Plan of Merger
by the holders of a majority of the outstanding shares of Magna Common Stock,
which is the only shareholder vote required for approval of this Agreement and
the Plan of Merger and consummation of the Merger by Magna. Subject to such
requisite shareholder approval, this Agreement and the Plan of Merger (which
for purposes of this sentence shall not include the Stock Option Agreement)
represent legal, valid, and binding obligations of Magna, enforceable against
Magna in accordance with their respective terms (except in all cases as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, receivership, conservatorship, moratorium, or similar Laws
affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding
may be brought).

(b) Except as set forth in Section 5.2 of the
Magna Disclosure Memorandum, neither the execution and delivery of this
Agreement or the Plan of Merger, as appropriate, by Magna, nor the consummation
by Magna of the transactions contemplated hereby or thereby, nor compliance by
Magna with any of the provisions hereof or thereof, will (i) conflict with or
result in a breach of any provision of Magna's Charter or By-laws, or (ii)
constitute or result in a Default under, or require any Consent pursuant to, or
result in the creation of any Lien on any material Asset of any Magna Company
under, any Contract or Permit of any Magna

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<PAGE> 13

Company, other than Defaults that are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Magna, or (iii)
subject to receipt of the requisite Consents referred to in Section 9.1(b) of
this Agreement, violate any Law or Order applicable to any Magna Company or any
of their respective material Assets.

(c) Other than in connection or compliance with
the provisions of the Securities Laws, applicable state corporate and
securities Laws, and rules of the NASD, and other than Consents required from
Regulatory Authorities, and other than notices to or filings with the Internal
Revenue Service or the Pension Benefit Guaranty Corporation with respect to any
employee benefit plans, or under the HSR Act, and other than Consents, filings,
or notifications which, if not obtained or made, are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on Magna, no
notice to, filing with, or Consent of, any public body or authority is
necessary for the consummation by Magna of the Merger and the other
transactions contemplated in this Agreement and the Plan of Merger.

5.3 CAPITAL STOCK.

(a) The authorized capital stock of Magna
consists of (i) 14,500,000 shares of Magna Common Stock, of which 13,754,266
shares are issued and outstanding as of the date of this Agreement (exclusive
of treasury shares) and not more than 13,884,977 shares will be issued and
outstanding at the Effective Time, and (ii) 500,000 shares of preferred stock,
$0.01 par value, of which no shares are, or will be, issued and outstanding as
of the date of this Agreement or at the Effective Time, respectively. All of
the issued and outstanding shares of capital stock of Magna are duly and
validly issued and outstanding and are fully paid and nonassessable under the
DGCL. None of the outstanding shares of capital stock of Magna has been issued
in violation of any preemptive rights of the current or past shareholders of
Magna. Magna has reserved 144,136 shares of Magna Common Stock for issuance
under the Magna Stock Plans, pursuant to which options to purchase not more
than 119,136 shares of Magna Common Stock are outstanding and rights to receive
11,575 shares of Magna Common Stock are outstanding pursuant to stock
equivalents allocated to directors.

(b) Except as set forth in Section 5.3(a) of this
Agreement, or as provided in the Stock Option Agreement there are no shares of
capital stock or other equity securities of Magna outstanding and no
outstanding Rights relating to the capital stock of Magna.

5.4 MAGNA SUBSIDIARIES. Magna has disclosed in Section
5.4 of the Magna Disclosure Memorandum all of the Magna Subsidiaries that are
corporations (identifying its jurisdiction of incorporation, each jurisdiction
in which character of its Assets or the nature or conduct of its business
requires it to be qualified and/or licensed to transact business, and the
number of shares owned and percentage ownership interest represented by such
share ownership) and all of the Magna Subsidiaries that are general or limited
partnerships or other non-corporate entities (identifying the Law under which
such entity is organized, each jurisdiction in which character of its Assets or
the nature or conduct of its business requires it to be qualified and/or
licensed to transact business, and the amount and nature of the ownership
interest therein of all Magna Companies). Magna or one of its wholly owned
Subsidiaries owns all of the issued and

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<PAGE> 14

outstanding shares of capital stock (or other equity interests) of each Magna
Subsidiary, except Magna Insurance is only 79% owned. No capital stock (or
other equity interest) of any Magna Subsidiary are or may become required to be
issued (other than to another Magna Company) by reason of any Rights, and there
are no Contracts by which any Magna Subsidiary is bound to issue (other than to
another Magna Company) additional shares of its capital stock (or other equity
interests) or Rights or by which any Magna Company is or may be bound to
transfer any shares of the capital stock (or other equity interests) of any
Magna Subsidiary (other than to another Magna Company). There are no Contracts
relating to the rights of any Magna Company to vote or to dispose of any shares
of the capital stock (or other equity interests) of any Magna Subsidiary. All
of the shares of capital stock (or other equity interests) of each Magna
Subsidiary held by a Magna Company are fully paid and nonassessable under the
applicable corporation or similar Law of the jurisdiction in which such
Subsidiary is incorporated or organized and are owned by the Magna Company free
and clear of any Lien. Each Magna Subsidiary is either a bank, a savings
association, partnership, limited liability corporation, or a corporation, and
each such Subsidiary is duly organized, validly existing, and (as to
corporations) in good standing under the Laws of the jurisdiction in which it
is incorporated or organized, and has the corporate power and authority
necessary for it to own, lease, and operate its Assets and to carry on its
business as now conducted. Each Magna Subsidiary is duly qualified or licensed
to transact business as a foreign corporation in good standing in the States of
the United States and foreign jurisdictions where the character of its Assets
or the nature or conduct of its business requires it to be so qualified or
licensed, except for such jurisdictions in which the failure to be so qualified
or licensed is not reasonably likely to have, individually or in the aggregate,
a Material Adverse Effect on Magna. The only Magna Subsidiary that is a
depository institution is Magnolia Federal. Magnolia Federal is an "insured
institution" as defined in the Federal Deposit Insurance Act and applicable
regulations thereunder, and the deposits in which are insured by the Savings
Association Insurance Fund. The minute book and other organizational documents
for each Magna Subsidiary have been made available to UPC for its review, and
are true and complete as in effect as of the date of this Agreement and
accurately reflect all amendments thereto and all proceedings of the Board of
Directors and shareholders thereof.

5.5 SEC FILINGS; FINANCIAL STATEMENTS.

(a) Magna has filed and made available to UPC all
SEC Documents required to be filed by Magna since June 30, 1993 (the "Magna SEC
Reports"). The Magna SEC Reports (i) at the time filed, complied in all
material respects with the applicable requirements of the Securities Laws and
(ii) did not, at the time they were filed (or, if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing)
contain any untrue statement of a material fact or omit to state a material
fact required to be stated in such Magna SEC Reports or necessary in order to
make the statements in such Magna SEC Reports, in light of the circumstances
under which they were made, not misleading. None of Magna's Subsidiaries is
required to file any SEC Documents.

(b) Each of the Magna Financial Statements
(including, in each case, any related notes) contained in the Magna SEC
Reports, including any Magna SEC Reports filed after the date of this Agreement
until the Effective Time, complied as to form in all material

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respects with the applicable published rules and regulations of the SEC with
respect thereto, was prepared in accordance with GAAP applied on a consistent
basis throughout the periods involved (except as may be indicated in the notes
to such financial statements or, in the case of unaudited interim statements,
as permitted by Form 10-Q of the SEC), and fairly presented in all material
respects the consolidated financial position of Magna and its Subsidiaries as
at the respective dates and the consolidated results of its operations and cash
flows for the periods indicated, except that the unaudited interim financial
statements were or are subject to normal and recurring year-end adjustments
which were not or are not expected to be material in amount or effect.

5.6 ABSENCE OF UNDISCLOSED LIABILITIES. No Magna Company
has any Liabilities that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Magna, except Liabilities which are
accrued or reserved against in the consolidated balance sheets of Magna as of
June 30, 1996, included in the Magna Financial Statements made available prior
to the date of this Agreement or reflected in the notes thereto. No Magna
Company has incurred or paid any Liability since June 30, 1996, except for such
Liabilities incurred or paid (i) in the ordinary course of business consistent
with past business practice and which are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Magna or (ii) in
connection with the transactions contemplated by this Agreement.

5.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since June 30,
1996, except as disclosed in the Magna Financial Statements made available
prior to the date of this Agreement or contemplated by pending federal
legislation applicable to financial institutions generally, (i) there have been
no events, changes, or occurrences which have had, or are reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on Magna, and
(ii) the Magna Companies have not taken any action, or failed to take any
action, prior to the date of this Agreement, which action or failure, if taken
after the date of this Agreement, would represent or result in a material
breach or violation of any of the covenants and agreements of Magna contained
in this Agreement.

5.8 TAX MATTERS.

(a) All Tax Returns required to be filed by or on
behalf of any of the Magna Companies have been timely filed or requests for
extensions have been timely filed, granted, and have not expired for periods
ended on or before December 31, 1996, and on or before the date of the most
recent fiscal year end immediately preceding the Effective Time, and, to the
Knowledge of Magna, all Tax Returns filed are complete and accurate. All Taxes
shown on filed Tax Returns have been paid. There is no audit examination,
deficiency, or refund Litigation with respect to any Taxes, except as reserved
against in the Magna Financial Statements made available prior to the date of
this Agreement. All Taxes and other Liabilities due with respect to completed
and settled examinations or concluded Litigation have been paid. There are no
Liens with respect to Taxes upon any of the Assets of the Magna Companies.

(b) None of the Magna Companies has executed an
extension or waiver of any statute of limitations on the assessment or
collection of any Tax due (excluding such

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<PAGE> 16

statutes that relate to years currently under examination by the Internal
Revenue Service or other applicable taxing authorities) that is currently in
effect.

(c) Adequate provision for any Taxes due or to
become due for any of the Magna Companies for the period or periods through and
including the date of the respective Magna Financial Statements has been made
and is reflected on such Magna Financial Statements.

(d) Deferred Taxes of the Magna Companies have
been provided for in accordance with GAAP.

(e) To the Knowledge of Magna, each of the Magna
Companies is in compliance with, and its records contain all information and
documents (including properly completed IRS Forms W-9) necessary to comply
with, all applicable information reporting and Tax withholding requirements
under federal, state, and local Tax Laws, and such records identify with
specificity all accounts subject to backup withholding under Section 3406 of
the Internal Revenue Code.

(f) Except as set forth in Section 5.8 of the
Magna Disclosure Memorandum, none of the Magna Companies has made any payments,
is obligated to make any payments, or is a party to any Contract that could
obligate it to make any payments that would be disallowed as a deduction under
Section 280G or 162(m) of the Internal Revenue Code.

(g) There has not been an ownership change, as
defined in Internal Revenue Code Section 382(g), of the Magna Companies that
occurred during or after any Taxable Period in which the Companies incurred a
net operating loss that carries over to any Taxable Period ending after
December 31, 1996.

(h) Except as set forth in Section 5.8 of the
Magna Disclosure Memorandum, none of the Magna Companies is a party to any tax
allocation or sharing agreement and none of the Magna Companies has been a
member of an affiliated group filing a consolidated federal income tax return
(other than a group the common parent of which was Magna) has any Liability for
taxes of any Person (other than Magna and its Subsidiaries) under Treasury
Regulation Section 1.1502-6 (or any similar provision of state, local, or
foreign law) as a transferee or successor or by Contract or otherwise.

5.9 ALLOWANCE FOR POSSIBLE LOAN LOSSES. The allowance
for possible loan or credit losses (the "Allowance") shown on the consolidated
balance sheets of Magna included in the most recent Magna Financial Statements
dated prior to the date of this Agreement was, and the Allowance shown on the
consolidated balance sheets of Magna included in the Magna Financial Statements
as of dates subsequent to the execution of this Agreement will be, as of the
dates thereof, in the reasonable opinion of management of Magna adequate
(within the meaning of GAAP and applicable regulatory requirements or
guidelines) to provide for all known and reasonably anticipated losses relating
to or inherent in the loan and lease portfolios (including accrued interest
receivables) of the Magna Companies and other extensions of credit (including

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letters of credit and commitments to make loans or extend credit) by the Magna
Companies as of the dates thereof.

5.10 ASSETS. Except as disclosed or reserved against in
the Magna Financial Statements made available prior to the date of this
Agreement or in Section 5.10 of the Magna Disclosure Memorandum, the Magna
Companies have good and marketable title, free and clear of all material Liens,
to all of their respective Assets. All tangible properties used in the
businesses of the Magna Companies are in good condition, reasonable wear and
tear excepted, and are usable in the ordinary course of business consistent
with Magna's past practices. All Assets which are material to Magna's business
on a consolidated basis, held under leases or subleases by any of the Magna
Companies, are held under valid Contracts enforceable in accordance with their
respective terms (except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the
enforcement of creditors' rights generally and except that the availability of
the equitable remedy of specific performance or injunctive relief is subject to
the discretion of the court before which any proceedings may be brought), and
each such Contract is in full force and effect. To the Knowledge of Magna, the
Magna Companies currently maintain insurance similar in amounts, scope, and
coverage to that maintained by other peer banking organizations. None of the
Magna Companies has received notice from any insurance carrier that (i) such
insurance will be canceled or that coverage thereunder will be reduced or
eliminated, or (ii) premium costs with respect to such policies of insurance
will be substantially increased. There are presently no claims pending under
any such policies of insurance and no notices have been given by any Magna
Company under such policies, except for routine claims, none of which is
material, or as disclosed in Section 5.17 of the Magna Disclosure Memorandum.

5.11 INTELLECTUAL PROPERTY. All of the Intellectual
Property rights of the Magna Companies are in full force and effect and
constitute legal, valid, and binding obligations of the respective parties
thereto, and there have not been, and, to the Knowledge of Magna, there
currently are not, any Defaults thereunder by Magna. A Magna Company owns or
is the valid licensee of all such Intellectual Property rights free and clear
of all Liens or claims of infringement. None of the Magna Companies or, to the
Knowledge of Magna, their respective predecessors has misused the Intellectual
Property rights of others and, to the Knowledge of Magna, none of the
Intellectual Property rights as used in the business conducted by any such
Magna Company infringes upon or otherwise violates the rights of any Person,
nor has any Person asserted a claim of such infringement. To the Knowledge of
Magna, no Magna Company is obligated to pay any royalties to any Person with
respect to any such Intellectual Property. To the Knowledge of Magna, each
Magna Company owns or has the valid right to use all of the Intellectual
Property rights which it is presently using, or in connection with performance
of any material Contract to which it is a party. No officer, director, or
employee of any Magna Company is party to any Contract which requires such
officer, director or employee to assign any interest in any Intellectual
Property or keep confidential any trade secrets, proprietary data, customer
information, or other business information, which restricts or prohibits such
officer, director, or employee from engaging in activities competitive with any
Person, including any Magna Company.

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5.12 ENVIRONMENTAL MATTERS. Except as set forth in
Section 5.12 of the Magna Disclosure Memorandum:

(a) To the Knowledge of Magna, each Magna
Company, its Participation Facilities, and its Operating Properties are, and
have been, in compliance with all Environmental Laws, except for violations
which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Magna.

(b) To the Knowledge of Magna, there is no
Litigation pending or threatened before any court, governmental agency, or
authority or other forum in which any Magna Company or any of its Operating
Properties or Participation Facilities (or Magna in respect of such Operating
Property or Participation Facility) has been or, with respect to threatened
Litigation, may be named as a defendant (i) for alleged noncompliance
(including by any predecessor) with any Environmental Law or (ii) relating to
the release into the environment of any Hazardous Material, whether or not
occurring at, on, under, adjacent to, or affecting (or potentially affecting) a
site owned, leased, or operated by any Magna Company or any of its Operating
Properties or Participation Facilities, except for such Litigation pending or
threatened that is not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Magna, nor is there any reasonable
basis for any Litigation of a type described in this sentence.

(c) During the period of (i) any Magna Company's
ownership or operation of any of their respective current properties, (ii) any
Magna Company's participation in the management of any Participation Facility,
or (iii) any Magna Company's holding of a security interest in a Operating
Property, to the Knowledge of Magna, there have been no releases of Hazardous
Material in, on, under, adjacent to, or affecting (or potentially affecting)
such properties, except such as are not reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect on Magna. Prior to the period
of (i) any Magna Company's ownership or operation of any of their respective
current properties, (ii) any Magna Company's participation in the management of
any Participation Facility, or (iii) any Magna Company's holding of a security
interest in a Operating Property, to the Knowledge of Magna, there were no
releases of Hazardous Material in, on, under, or affecting any such property,
Participation Facility or Operating Property, except such as are not reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
Magna.

5.13 COMPLIANCE WITH LAWS. Magna is duly registered as a
savings and loan holding company under the HOLA. Each Magna Company has in
effect all Permits necessary for it to own, lease, or operate its material
Assets and to carry on its business as now conducted, and there has occurred no
Default under any such Permit. None of the Magna Companies:

(a) to the Knowledge of Magna, is in violation of
any material Laws, Orders, or Permits applicable to its business or
employees conducting its business; and

(b) has received any notification or
communication from any agency or department of federal, state, or local
government or any Regulatory Authority or the staff thereof (i) asserting
that any Magna Company is not in compliance with any of the Laws or

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Orders which such governmental authority or Regulatory Authority
enforces, (ii) threatening to revoke any Permits, or (iii) requiring any
Magna Company to enter into or consent to the issuance of a cease and
desist order, formal agreement, directive, commitment, or memorandum of
understanding, or to adopt any Board resolution or similar undertaking,
which restricts materially the conduct of its business, or in any manner
relates to its capital adequacy, its credit or reserve policies, its
management, or the payment of dividends.

5.14 LABOR RELATIONS. No Magna Company is the subject of
any Litigation asserting that it or any other Magna Company has committed an
unfair labor practice (within the meaning of the National Labor Relations Act
or comparable state law) or seeking to compel it or any other Magna Company to
bargain with any labor organization as to wages or conditions of employment,
nor is there any strike or other labor dispute involving any Magna Company,
pending or threatened, or to the Knowledge of Magna, is there any activity
involving any Magna Company's employees seeking to certify a collective
bargaining unit or engaging in any other organization activity.

5.15 EMPLOYEE BENEFIT PLANS.

(a) Magna has disclosed in Section 5.15 of the
Magna Disclosure Memorandum, and has delivered or made available to UPC prior
to the execution of this Agreement copies in each case of, all pension,
retirement, profit-sharing, deferred compensation, stock option, employee stock
ownership, severance pay, vacation, bonus, or other incentive plan, all other
written employee programs, arrangements, or agreements, all medical, vision,
dental, or other health plans, all life insurance plans, and all other employee
benefit plans or fringe benefit plans, including "employee benefit plans" as
that term is defined in Section 3(3) of ERISA, currently adopted, maintained
by, sponsored in whole or in part by, or contributed to by any Magna Company or
ERISA Affiliate thereof for the benefit of employees, retirees, dependents,
spouses, directors, independent contractors, or other beneficiaries and under
which employees, retirees, dependents, spouses, directors, independent
contractors, or other beneficiaries are eligible to participate (collectively,
the "Magna Benefit Plans"). Any of the Magna Benefit Plans which is an
"employee pension benefit plan," as that term is defined in Section 3(2) of
ERISA, is referred to herein as a "Magna ERISA Plan." Each Magna ERISA Plan
which is also a "defined benefit plan" (as defined in Section 414(j) of the
Internal Revenue Code) is referred to herein as a "Magna Pension Plan." No
Magna Pension Plan is or has been a multiemployer plan within the meaning of
Section 3(37) of ERISA.

(b) All Magna Benefit Plans are in compliance
with the applicable terms of ERISA, the Internal Revenue Code, and any other
applicable Laws the breach or violation of which are reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Magna. Each
Magna ERISA Plan which is intended to be qualified under Section 401(a) of the
Internal Revenue Code has received a favorable determination letter from the
Internal Revenue Service, and Magna is not aware of any circumstances likely to
result in revocation of any such favorable determination letter. No Magna
Company has engaged in a transaction with respect to any Magna Benefit Plan
that, assuming the taxable period of such

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<PAGE> 20

transaction expired as of the date hereof, would subject any Magna Company to a
Tax imposed by either Section 4975 of the Internal Revenue Code or Section
502(i) of ERISA.

(c) No Magna Pension Plan has any "unfunded
current liability," as that term is defined in Section 302(d)(8)(A) of ERISA,
and the fair market value of the assets of any such plan exceeds the plan's
"benefit liabilities," as that term is defined in Section 4001(a)(16) of ERISA,
when determined under actuarial factors that would apply if the plan terminated
in accordance with all applicable legal requirements. Since the date of the
most recent actuarial valuation, there has been (i) no material change in the
financial position of any Magna Pension Plan, (ii) no change in the actuarial
assumptions with respect to any Magna Pension Plan, and (iii) no increase in
benefits under any Magna Pension Plan as a result of plan amendments or changes
in applicable Law which is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Magna or materially adversely affect
the funding status of any such plan. Neither any Magna Pension Plan nor any
"single-employer plan," within the meaning of Section 4001(a)(15) of ERISA,
currently or formerly maintained by any Magna Company, or the single-employer
plan of any entity which is considered one employer with Magna under Section
4001 of ERISA or Section 414 of the Internal Revenue Code or Section 302 of
ERISA (whether or not waived) (an "ERISA Affiliate") has an "accumulated
funding deficiency" within the meaning of Section 412 of the Internal Revenue
Code or Section 302 of ERISA. No Magna Company has provided, or is required to
provide, security to a Magna Pension Plan or to any single-employer plan of an
ERISA Affiliate pursuant to Section 401(a)(29) of the Internal Revenue Code.

(d) Within the six-year period preceding the
Effective Time, no Liability under Subtitle C or D of Title IV of ERISA has
been or is expected to be incurred by any Magna Company with respect to any
ongoing, frozen, or terminated single-employer plan or the single-employer plan
of any ERISA Affiliate. No Magna Company has incurred any withdrawal Liability
with respect to a multiemployer plan under Subtitle B of Title IV of ERISA
(regardless of whether based on contributions of an ERISA Affiliate). No
notice of a "reportable event," within the meaning of Section 4043 of ERISA for
which the 30-day reporting requirement has not been waived, has been required
to be filed for any Magna Pension Plan or by any ERISA Affiliate within the
12-month period ending on the date hereof.

(e) Except as disclosed in Section 5.15 of the
Magna Disclosure Memorandum, no Magna Company has any Liability for retiree
health and life benefits under any of the Magna Benefit Plans and there are no
restrictions on the rights of such Magna Company to amend or terminate any such
retiree health or benefit Plan without incurring Liability thereunder.

(f) Except as disclosed in Section 5.15 of the
Magna Disclosure Memorandum, neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will (i)
result in any payment (including severance, unemployment compensation, golden
parachute, or otherwise) becoming due to any director or any employee of any
Magna Company from any Magna Company under any Magna Benefit Plan or otherwise,
(ii) increase any benefits otherwise payable under any Magna Benefit Plan, or
(iii) result in any acceleration of the time of payment or vesting of any such
benefit.

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(g) The actuarial present values of all accrued
deferred compensation entitlements (including entitlements under any executive
compensation, supplemental retirement, or employment agreement) of employees
and former employees of any Magna Company and their respective beneficiaries,
other than entitlements accrued pursuant to funded retirement plans subject to
the provisions of Section 412 of the Internal Revenue Code or Section 302 of
ERISA, have been fully reflected on the Magna Financial Statements to the
extent required by and in accordance with GAAP.

5.16 MATERIAL CONTRACTS. Except as disclosed in the Magna
SEC Reports or as disclosed in Section 5.16 of the Magna Disclosure Memorandum,
none of the Magna Companies, nor any of their respective Assets, businesses, or
operations, is a party to, or is bound or affected by, or receives benefits
under, (i) any employment, severance, termination, consulting, or retirement
Contract providing for aggregate payments to any Person in any calendar year in
excess of $50,000, (ii) any Contract relating to the borrowing of money by any
Magna Company or the guarantee by any Magna Company of any such obligation
(other than Contracts evidencing deposit liabilities, purchases of federal
funds, fully-secured repurchase agreements, and Federal Home Loan Bank advances
of depository institution Subsidiaries, trade payables, and Contracts relating
to borrowings or guarantees made in the ordinary course of business), (iii) any
Contracts which prohibit or restrict any Magna Company from engaging in any
business activities in any geographic area, line of business, or otherwise in
competition with any other Person, (iv) any Contracts between or among Magna
Companies, (v) any exchange-traded or over-the-counter swap, forward, future,
option, cap, floor, or collar financial Contract, or any other interest rate or
foreign currency protection Contract (not disclosed in the Magna Financial
Statements delivered prior to the date of this Agreement) which is a financial
derivative Contract (including various combinations thereof), and (vi) any
other Contract or amendment thereto that would be required to be filed as an
exhibit to a Magna SEC Report filed by Magna with the SEC prior to the date of
this Agreement that has not been filed as an exhibit to a Magna SEC Report
(together with all Contracts referred to in Sections 5.10 and 5.15(a) of this
Agreement, the "Magna Contracts"). With respect to each Magna Contract: (i)
the Contract is in full force and effect; (ii) no Magna Company is in Default
thereunder; (iii) no Magna Company has repudiated or waived any material
provision of any such Contract; and (iv) no other party to any such Contract
is, to the Knowledge of Magna, in Default in any respect or has repudiated or
waived any material provision thereunder. Except as set forth in Section 5.16
of the Magna Disclosure Memorandum, all of the indebtedness of any Magna
Company for money borrowed is prepayable at any time by such Magna Company
without penalty or premium.

5.17 LEGAL PROCEEDINGS. There is no Litigation instituted
or pending, or, to the Knowledge of Magna, threatened (or unasserted but
considered probable of assertion and which if asserted would have at least a
reasonable probability of an unfavorable outcome) against any Magna Company, or
against any Asset, employee benefit plan, interest, or right of any of them,
that is reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on Magna, nor are there any Orders of any Regulatory
Authorities, other governmental authorities, or arbitrators outstanding against
any Magna Company. Section 5.17 of the Magna Disclosure Memorandum includes a
summary report of all material Litigation as of the date of this

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<PAGE> 22

Agreement to which any Magna Company is a party and which names a Magna Company
as a defendant or cross-defendant.

5.18 REPORTS. Since January 1, 1994, or the date of
organization if later, each Magna Company has timely filed all reports and
statements, together with any amendments required to be made with respect
thereto, that it was required to file with (i) the SEC, including, but not
limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other
Regulatory Authorities, and (iii) any applicable state securities or banking
authorities (except, in the case of state securities authorities, failures to
file which are not reasonably likely to have, individually or in the aggregate,
a Material Adverse Effect on Magna). As of their respective dates, or as
subsequently amended for minor corrections, each of such reports and documents,
including the financial statements, exhibits, and schedules thereto, complied
in all material respects with all applicable Laws. As of its respective date,
each such report and document did not, in all material respects, contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements made therein, in light
of the circumstances under which they were made, not misleading.

5.19 STATEMENTS TRUE AND CORRECT. No statement,
certificate, instrument, or other writing furnished or to be furnished by any
Magna Company or any Affiliate thereof to UPC pursuant to this Agreement or any
other document, agreement, or instrument referred to herein contains or will
contain any untrue statement of material fact or will omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. None of the information supplied
or to be supplied by any Magna Company or any Affiliate thereof for inclusion
in the Registration Statement to be filed by UPC with the SEC will, when the
Registration Statement becomes effective, be false or misleading with respect
to any material fact, or omit to state any material fact necessary to make the
statements therein not misleading. None of the information supplied or to be
supplied by any Magna Company or any Affiliate thereof for inclusion in the
Proxy Statement to be mailed to Magna's shareholders in connection with the
Shareholders' Meeting, and any other documents to be filed by a Magna Company
or any Affiliate thereof with the SEC or any other Regulatory Authority in
connection with the transactions contemplated hereby, will, at the respective
time such documents are filed, and with respect to the Proxy Statement, when
first mailed to the shareholders of Magna, be false or misleading with respect
to any material fact, or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, or, in the case of the Proxy Statement or any amendment thereof
or supplement thereto, at the time of the Shareholders' Meeting, be false or
misleading with respect to any material fact, or omit to state any material
fact necessary to correct any statement in any earlier communication with
respect to the solicitation of any proxy for the Shareholders' Meeting. All
documents that any Magna Company or any Affiliate thereof is responsible for
filing with any Regulatory Authority in connection with the transactions
contemplated hereby will comply as to form in all material respects with the
provisions of applicable Law.

5.20 ACCOUNTING, TAX, AND REGULATORY MATTERS. No Magna
Company or any Affiliate thereof has taken any action or has any Knowledge of
any fact or circumstance relating to Magna that is reasonably likely to (i)
prevent the transactions contemplated hereby, including

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<PAGE> 23

the Merger, from qualifying for pooling-of-interests accounting treatment or as
a reorganization within the meaning of Section 368(a) of the Internal Revenue
Code, or (ii) materially impede or delay receipt of any Consents of Regulatory
Authorities referred to in Section 9.1(b) of this Agreement or result in the
imposition of a condition or restriction of the type referred to in the last
sentence of such section.

5.21 STATE TAKEOVER LAWS. Each Magna Company has taken
all necessary action to exempt the transactions contemplated by this Agreement
and the Plan of Merger from, or if necessary challenge the validity or
applicability of, any applicable "moratorium," "fair price," "business
combination," "control share," or other anti- takeover Laws (collectively,
"Takeover Laws"), including Section 203 of the DGCL.

5.22 CHARTER PROVISIONS. Each Magna Company has taken all
action so that the entering into of this Agreement and the Plan of Merger and
the consummation of the Merger and the other transactions contemplated by this
Agreement and the Plan of Merger do not and will not result in the grant of any
rights to any Person under the Charter, By-laws or other governing instruments
of any Magna Company or restrict or impair the ability of UPC or any of its
Subsidiaries to vote, or otherwise to exercise the rights of a shareholder with
respect to, shares of any Magna Company that may be directly or indirectly
acquired or controlled by it.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF UPC

Except as disclosed in the UPC Disclosure Memorandum, UPC
hereby represents and warrants to Magna as follows:

6.1 ORGANIZATION, STANDING, AND POWER. UPC is a
corporation duly organized, validly existing, and in good standing under the
Laws of the State of Tennessee, and has the corporate power and authority to
carry on its business as now conducted and to own, lease and operate its
material Assets. UPC is duly qualified or licensed to transact business as a
foreign corporation in good standing in the States of the United States and
foreign jurisdictions where the character of its Assets or the nature or
conduct of its business requires it to be so qualified or licensed, except for
such jurisdictions in which the failure to be so qualified or licensed is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on UPC.

6.2 AUTHORITY; NO BREACH BY AGREEMENT.

(a) UPC has the corporate power and authority
necessary to execute, deliver and perform its obligations under this Agreement
and to consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated herein, including the Merger, have been duly and
validly authorized by all necessary corporate action in respect thereof on the
part of UPC. This Agreement (which for purposes of this sentence shall not
include the Stock Option Agreement)

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<PAGE> 24

represents a legal, valid, and binding obligation of UPC, enforceable against
UPC in accordance with its terms (except in all cases as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar Laws affecting the enforcement of creditors' rights
generally and except that the availability of the equitable remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceeding may be brought).

(b) Neither the execution and delivery of this
Agreement by UPC, nor the consummation by UPC of the transactions contemplated
hereby, nor compliance by UPC with any of the provisions hereof, will (i)
conflict with or result in a breach of any provision of UPC's Restated Charter
of Incorporation or By-laws, or (ii) constitute or result in a Default under,
or require any Consent pursuant to, or result in the creation of any Lien on
any Asset of any UPC Company under, any Contract or Permit of any UPC Company,
or (iii) subject to receipt of the requisite approvals referred to in Section
9.1(b) of this Agreement, violate any Law or Order applicable to any UPC
Company or any of their respective material Assets.

(c) Other than in connection or compliance with
the provisions of the Securities Laws, applicable state corporate and
securities Laws, and rules of the NYSE, and other than Consents required from
Regulatory Authorities, and other than notices to or filings with the Internal
Revenue Service or the Pension Benefit Guaranty Corporation with respect to any
employee benefit plans, or under the HSR Act, and other than Consents, filings,
or notifications which, if not obtained or made, are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on UPC, no
notice to, filing with, or Consent of, any public body or authority is
necessary for the consummation by UPC or UPC Merger Subsidiary of the Merger
and the other transactions contemplated in this Agreement and the Plan of
Merger.

6.3 CAPITAL STOCK. The authorized capital stock of UPC
consists of (i) 100,000,000 shares of UPC Common Stock, of which 66,010,936
shares were issued and outstanding as of March 31, 1997 (exclusive of treasury
shares), and (ii) 10,000,000 shares of UPC Preferred Stock, of which no shares
of UPC Series A Preferred Stock, and 2,877,474 shares of UPC Series E Preferred
Stock, are issued and outstanding. All of the issued and outstanding shares of
UPC Capital Stock are, and all of the shares of UPC Common Stock to be issued
in exchange for shares of Magna Common Stock upon consummation of the Merger,
when issued in accordance with the terms of this Agreement, will be, duly and
validly issued and outstanding and fully paid and nonassessable under the
Tennessee Business Corporation Act. None of the outstanding shares of UPC
Capital Stock has been, and none of the shares of UPC Common Stock to be issued
in exchange for shares of Magna Common Stock upon consummation of the Merger
will be, issued in violation of any preemptive rights of the current or past
shareholders of UPC. UPC has reserved for issuance a sufficient number of
shares of UPC Common Stock for the purpose of issuing shares of UPC Common
Stock in accordance with the provisions of Sections 3.1 and 3.5 of this
Agreement.

6.4 UPC SUBSIDIARIES. UPC or one of its Subsidiaries
owns all of the issued and outstanding shares of capital stock of each UPC
Subsidiary. No equity securities of any UPC Subsidiary are or may become
required to be issued (other than to another UPC Company) by

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reason of any Rights, and there are no Contracts by which any UPC Subsidiary is
bound to issue (other than to another UPC Company) additional shares of its
capital stock or Rights or by which any UPC Company is or may be bound to
transfer any shares of the capital stock of any UPC Subsidiary (other than to
another UPC Company). There are no Contracts relating to the rights of any UPC
Company to vote or to dispose of any shares of the capital stock of any UPC
Subsidiary. All of the shares of capital stock of each UPC Subsidiary held by
a UPC Company are fully paid and nonassessable (except pursuant to 12 USC
Section 55 in the case of national banks and comparable, applicable state Law,
if any, in the case of state depository institutions) under the applicable
corporation Law of the jurisdiction in which such Subsidiary is incorporated or
organized and are owned by the UPC Company free and clear of any Lien. Each
UPC Subsidiary is either a bank or a corporation, and is duly organized,
validly existing, and (as to corporations) in good standing under the Laws of
the jurisdiction in which it is incorporated or organized, and has the
corporate power and authority necessary for it to own, lease, and operate its
Assets and to carry on its business as now conducted. Each UPC Subsidiary is
duly qualified or licensed to transact business as a foreign corporation in
good standing in the States of the United States and foreign jurisdictions
where the character of its Assets or the nature or conduct of its business
requires it to be so qualified or licensed, except for such jurisdictions in
which the failure to be so qualified or licensed is not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on UPC. Each
UPC Subsidiary that is a depository institution is an "insured institution" as
defined in the Federal Deposit Insurance Act and applicable regulations
thereunder, and the deposits in which are insured by the Bank Insurance Fund or
Savings Association Insurance Fund.

6.5 SEC FILINGS; FINANCIAL STATEMENTS.

(a) UPC has filed and made available to Magna all
SEC Documents required to be filed by UPC since December 31, 1993 (the "UPC SEC
Reports"). The UPC SEC Reports (i) at the time filed, complied in all material
respects with the applicable requirements of the Securities Laws and (ii) did
not, at the time they were filed (or, if amended or superseded by a filing
prior to the date of this Agreement, then on the date of such filing) contain
any untrue statement of a material fact or omit to state a material fact
required to be stated in such UPC SEC Reports or necessary in order to make the
statements in such UPC SEC Reports, in light of the circumstances under which
they were made, not misleading. Except for UPC Subsidiaries that are
registered as a broker, dealer, or investment advisor, none of UPC's
Subsidiaries is required to file any SEC Documents.

(b) Each of the UPC Financial Statements
(including, in each case, any related notes) contained in the UPC SEC Reports,
including any UPC SEC Reports filed after the date of this Agreement until the
Effective Time, complied as to form in all material respects with the
applicable published rules and regulations of the SEC with respect thereto, was
prepared in accordance with GAAP applied on a consistent basis throughout the
periods involved (except as may be indicated in the notes to such financial
statements or, in the case of unaudited interim statements, as permitted by
Form 10-Q of the SEC), and fairly presented in all material respects the
consolidated financial position of UPC and its Subsidiaries as at the
respective dates and the consolidated results of its operations and cash flows
for the periods indicated, except that the

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unaudited interim financial statements were or are subject to normal and
recurring year-end adjustments which were not or are not expected to be
material in amount or effect.

6.6 ABSENCE OF UNDISCLOSED LIABILITIES. No UPC Company
has any Liabilities that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on UPC, except Liabilities which are
accrued or reserved against in the consolidated balance sheets of UPC as of
December 31, 1996, included in the UPC Financial Statements made available
prior to the date of this Agreement or reflected in the notes thereto. No UPC
Company has incurred or paid any Liability since December 31, 1996, except for
such Liabilities incurred or paid (i) in the ordinary course of business
consistent with past business practice and which are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on UPC or
(ii) in connection with the transactions contemplated by this Agreement.

6.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December
31, 1996, except as disclosed in the UPC Financial Statements made available
prior to the date of this Agreement or contemplated by pending federal
legislation applicable to financial institutions generally, (i) there have been
no events, changes, or occurrences which have had, or are reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on UPC, and
(ii) the UPC Companies have not taken any action, or failed to take any action,
prior to the date of this Agreement, which action or failure, if taken after
the date of this Agreement, would represent or result in a material breach or
violation of any of the covenants and agreements of UPC contained in this
Agreement.

6.8 TAX MATTERS.

(a) All Tax Returns required to be filed by or on
behalf of any of the UPC Companies have been timely filed or requests for
extensions have been timely filed, granted, and have not expired for periods
ended on or before December 31, 1996, and on or before the date of the most
recent fiscal year end immediately preceding the Effective Time, and, to the
Knowledge of UPC, all Tax Returns filed are complete and accurate. All Taxes
shown on filed Tax Returns have been paid. There is no audit examination,
deficiency, or refund Litigation with respect to any Taxes, except as reserved
against in the UPC Financial Statements delivered prior to the date of this
Agreement. All Taxes and other Liabilities due with respect to completed and
settled examinations or concluded Litigation have been paid. There are no
Liens with respect to Taxes upon any of the Assets of the UPC Companies.

(b) Adequate provision for any Taxes due or to
become due for any of the UPC Companies for the period or periods through and
including the date of the respective UPC Financial Statements has been made and
is reflected on such UPC Financial Statements.

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6.9 ENVIRONMENTAL MATTERS.

(a) To the Knowledge of UPC, each UPC Company,
its Participation Facilities, and its Operating Properties are, and have been,
in compliance with all Environmental Laws, except for violations which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on UPC.

(b) To the Knowledge of UPC, there is no
Litigation pending or threatened before any court, governmental agency, or
authority or other forum in which any UPC Company or any of its Operating
Properties or Participation Facilities (or UPC in respect of such Operating
Property or Participation Facility) has been or, with respect to threatened
Litigation, may be named as a defendant (i) for alleged noncompliance
(including by any predecessor) with any Environmental Law or (ii) relating to
the release into the environment of any Hazardous Material, whether or not
occurring at, on, under, adjacent to, or affecting (or potentially affecting) a
site owned, leased, or operated by any UPC Company or any of its Operating
Properties or Participation Facilities, except for such Litigation pending or
threatened that is not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on UPC, nor is there any reasonable basis
for any Litigation of a type described in this sentence.

(c) During the period of (i) any UPC Company's
ownership or operation of any of their respective current properties, (ii) any
UPC Company's participation in the management of any Participation Facility, or
(iii) any UPC Company's holding of a security interest in a Operating Property,
to the Knowledge of UPC, there have been no releases of Hazardous Material in,
on, under, adjacent to, or affecting (or potentially affecting) such
properties, except such as are not reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on UPC. Prior to the period of (i)
any UPC Company's ownership or operation of any of their respective current
properties, (ii) any UPC Company's participation in the management of any
Participation Facility, or (iii) any UPC Company's holding of a security
interest in a Operating Property, to the Knowledge of UPC, there were no
releases of Hazardous Material in, on, under, or affecting any such property,
Participation Facility or Operating Property, except such as are not reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
UPC.

6.10 COMPLIANCE WITH LAWS. UPC is duly registered as a
bank holding company under the BHC Act and as a savings and loan holding
company under the HOLA. Each UPC Company has in effect all Permits necessary
for it to own, lease, or operate its material Assets and to carry on its
business as now conducted, and there has occurred no Default under any such
Permit. No UPC Company:

(a) to the Knowledge of UPC, is in violation of
any material Laws, Orders, or Permits applicable to its business or
employees conducting its business; and

(b) has received any notification or
communication from any agency or department of federal, state, or local
government or any Regulatory Authority or the staff thereof (i) asserting
that any UPC Company is not in compliance with any of the Laws or

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Orders which such governmental authority or Regulatory Authority
enforces, (ii) threatening to revoke any Permits, or (iii) requiring any
UPC Company to enter into or consent to the issuance of a cease and
desist order, formal agreement, directive, commitment or memorandum of
understanding, or to adopt any Board resolution or similar undertaking,
which restricts materially the conduct of its business, or in any manner
relates to its capital adequacy, its credit or reserve policies, its
management, or the payment of dividends.

6.11 LEGAL PROCEEDINGS. There is no Litigation instituted
or pending, or, to the Knowledge of UPC, threatened (or unasserted but
considered probable of assertion and which if asserted would have at least a
reasonable probability of an unfavorable outcome) against any UPC Company, or
against any Asset, employee benefit plan, interest, or right of any of them,
that is reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on UPC, nor are there any Orders of any Regulatory Authorities,
other governmental authorities, or arbitrators outstanding against any UPC
Company.

6.12 REPORTS. Since January 1, 1994, or the date of
organization if later, each UPC Company has filed all reports and statements,
together with any amendments required to be made with respect thereto, that it
was required to file with (i) the SEC, including, but not limited to, Forms
10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory
Authorities, and (iii) any applicable state securities or banking authorities
(except, in the case of state securities authorities, failures to file which
are not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on UPC). As of their respective dates, each of such reports and
documents, including the financial statements, exhibits, and schedules thereto,
complied in all material respects with all applicable Laws. As of its
respective date, each such report and document did not, in all material
respects, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made, not
misleading.

6.13 STATEMENTS TRUE AND CORRECT. No statement,
certificate, instrument or other writing furnished or to be furnished by any
UPC Company or any Affiliate thereof to Magna pursuant to this Agreement or any
other document, agreement, or instrument referred to herein contains or will
contain any untrue statement of material fact or will omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. None of the information supplied
or to be supplied by any UPC Company or any Affiliate thereof for inclusion in
the Registration Statement to be filed by UPC with the SEC, will, when the
Registration Statement becomes effective, be false or misleading with respect
to any material fact, or omit to state any material fact necessary to make the
statements therein not misleading. None of the information supplied or to be
supplied by any UPC Company or any Affiliate thereof for inclusion in the Proxy
Statement to be mailed to Magna's shareholders in connection with the
Shareholders' Meeting, and any other documents to be filed by any UPC Company
or any Affiliate thereof with the SEC or any other Regulatory Authority in
connection with the transactions contemplated hereby, will, at the respective
time such documents are filed, and with respect to the Proxy Statement, when
first mailed to the shareholders of Magna, be false or misleading with respect
to any material fact, or omit to state any material fact necessary to

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<PAGE> 29

make the statements therein, in light of the circumstances under which they
were made, not misleading, or, in the case of the Proxy Statement or any
amendment thereof or supplement thereto, at the time of the Shareholders'
Meeting, be false or misleading with respect to any material fact, or omit to
state any material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of any proxy for the
Shareholders' Meeting. All documents that any UPC Company or any Affiliate
thereof is responsible for filing with any Regulatory Authority in connection
with the transactions contemplated hereby will comply as to form in all
material respects with the provisions of applicable Law.

6.14 ACCOUNTING, TAX, AND REGULATORY MATTERS. No UPC
Company or any Affiliate thereof has taken any action or has any Knowledge of
any fact or circumstance relating to UPC that is reasonably likely to (i)
prevent the transactions contemplated hereby, including the Merger, from
qualifying for pooling-of-interests accounting treatment or as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code, or (ii)
materially impede or delay receipt of any Consents of Regulatory Authorities
referred to in Section 9.1(b) of this Agreement or result in the imposition of
a condition or restriction of the type referred to in the last sentence of such
Section.

ARTICLE 7
CONDUCT OF BUSINESS PENDING CONSUMMATION

7.1 AFFIRMATIVE COVENANTS OF MAGNA. Unless the prior
written consent of UPC shall have been obtained, and except as otherwise
expressly contemplated herein or as set forth in Section 7.1 of the Magna
Disclosure Memorandum, Magna shall and shall cause each of its Subsidiaries to
(i) operate its business only in the usual, regular, and ordinary course, (ii)
preserve intact its business organization and Assets and maintain its rights
and franchises, and (iii) take no action which would (a) materially adversely
affect the ability of any Party to obtain any Consents required for the
transactions contemplated hereby without imposition of a condition or
restriction of the type referred to in the last sentence of Section 9.1(b) of
this Agreement or prevent the transactions contemplated hereby, including the
Merger, from qualifying for pooling-of-interests accounting treatment or as a
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code, or (b) materially adversely affect the ability of any Party to perform
its covenants and agreements under this Agreement.

7.2 NEGATIVE COVENANTS OF MAGNA. Except as specifically
contemplated by this Agreement or other documents or instruments executed in
connection with this Agreement, from the date of this Agreement until the
earlier of the Effective Time or the termination of this Agreement, Magna
covenants and agrees that it will not do or agree or commit to do, or permit
any of its Subsidiaries to do or agree or commit to do, any of the following
without the prior written consent of the chief executive officer, president, or
chief financial officer of UPC, which consent shall not be unreasonably
withheld:

(a) amend the Charter, By-laws, or other
governing instruments of any Magna Company; or

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<PAGE> 30

(b) incur any additional debt obligation or other
obligation for borrowed money (other than indebtedness of a Magna Company
to another Magna Company) in excess of an aggregate of $250,000 (for the
Magna Companies on a consolidated basis) except in the ordinary course of
the business of Magna Subsidiaries consistent with past practices (which
shall include, for Magna Subsidiaries that are depository institutions,
creation of deposit liabilities, purchases of federal funds, advances
from the Federal Reserve Bank or Federal Home Loan Bank, and entry into
repurchase agreements fully secured by U.S. government or agency
securities), or impose, or suffer the imposition, on any Asset of any
Magna Company of any Lien or permit any such Lien to exist (other than in
connection with deposits, repurchase agreements, bankers acceptances,
advances from the Federal Reserve Board or Federal Home Loan Bank,
"treasury tax and loan" accounts established in the ordinary course of
business, the satisfaction of legal requirements in the exercise of trust
powers, and Liens in effect as of the date hereof that are disclosed in
the Magna Disclosure Memorandum); or

(c) repurchase, redeem, or otherwise acquire or
exchange (other than exchanges in the ordinary course under employee
benefit plans), directly or indirectly, any shares, or any securities
convertible into any shares, of the capital stock of any Magna Company,
or declare or pay any dividend or make any other distribution in respect
of Magna's capital stock, provided that Magna may (to the extent legally
and contractually permitted to do so), but shall not be obligated to,
declare and pay regular quarterly cash dividends on the shares of Magna
Common Stock at a rate not in excess of $.15 per share with usual and
regular record and payment dates in accordance with past practice
disclosed in Section 7.2(c) of the Magna Disclosure Memorandum and such
dates may not be changed without the prior written consent of UPC,
provided, that, notwithstanding the provisions of Section 1.3, the
Parties shall cooperate in selecting the Effective Time to ensure that,
with respect to the quarterly period in which the Effective Time occurs,
the holders of Magna Common Stock do not become entitled to receive both
a dividend in respect of their Magna Common Stock and a dividend in
respect of UPC Common Stock or fail to be entitled to receive any
dividend; or

(d) except for this Agreement, or pursuant to the
exercise of stock options outstanding as of the date hereof or issuance
of shares to satisfy stock rights outstanding as of the date hereof, plus
dividend and accumulation rights, if any, and pursuant to the terms of
the Magna Stock Plans in existence on the date hereof, or pursuant to the
Stock Option Agreement, issue, sell, pledge, encumber, authorize the
issuance of, enter into any Contract to issue, sell, pledge, encumber, or
authorize the issuance of, or otherwise permit to become outstanding, any
additional shares of Magna Common Stock or any other capital stock of any
Magna Company, or any stock appreciation rights, or any option, warrant,
conversion, or other right to acquire any such stock, or any security
convertible into any such stock; or

(e) adjust, split, combine or reclassify any
capital stock of any Magna Company or issue or authorize the issuance of
any other securities in respect of or in

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<PAGE> 31

substitution for shares of Magna Common Stock, or sell, lease, mortgage
or otherwise dispose of or otherwise encumber any shares of capital stock
of any Magna Subsidiary (unless any such shares of stock are sold or
otherwise transferred to another Magna Company) or any Asset having a
book value in excess of $250,000 other than in the ordinary course of
business for reasonable and adequate consideration; or

(f) except as disclosed in Section 7.2(f) of the
Magna Disclosure Memorandum and for purchases of U.S. Treasury securities
or U.S. Government agency securities, which in either case have
maturities of three years or less or Federal Home Loan Bank Stock,
purchase any securities or make any material investment, either by
purchase of stock of securities, contributions to capital, Asset
transfers, or purchase of any Assets, in any Person other than a wholly
owned Magna Subsidiary, or otherwise acquire direct or indirect control
over any Person, other than in connection with (i) foreclosures in the
ordinary course of business, (ii) acquisitions of control by a depository
institution Subsidiary in its fiduciary capacity, or (iii) the creation
of new wholly owned Subsidiaries organized to conduct or continue
activities otherwise permitted by this Agreement; or

(g) grant any increase in compensation or
benefits to the employees or officers of any Magna Company, except in
accordance with past practice disclosed in Section 7.2(g) of the Magna
Disclosure Memorandum or as required by Law; pay any severance or
termination pay or any bonus other than pursuant to written policies or
written Contracts in effect on the date of this Agreement and disclosed
in Section 7.2(g) of the Magna Disclosure Memorandum; and enter into or
amend any severance agreements with officers of any Magna Company; grant
any material increase in fees or other increases in compensation or other
benefits to directors of any Magna Company except in accordance with past
practice disclosed in Section 7.2(g) of the Magna Disclosure Memorandum;
or voluntarily accelerate the vesting of any stock options or other
stock-based compensation or employee benefits (other than the
acceleration of vesting which occurs under a benefit plan upon a change
of control of Magna); or

(h) enter into or amend any employment Contract
between any Magna Company and any Person (unless such amendment is
required by Law) that the Magna Company does not have the unconditional
right to terminate without Liability (other than Liability for services
already rendered), at any time on or after the Effective Time; or

(i) except as disclosed in Section 7.2(i) of the
Magna Disclosure Memorandum, adopt any new employee benefit plan of any
Magna Company or terminate or withdraw from, or make any material change
in or to, any existing employee benefit plans of any Magna Company other
than any such change that is required by Law or that, in the opinion of
counsel, is necessary or advisable to maintain the tax qualified status
of any such plan, or make any distributions from such employee benefit
plans, except as required by Law, the terms of such plans or consistent
with past practice; or

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<PAGE> 32

(j) make any significant change in any Tax or
accounting methods or systems of internal accounting controls, except as
may be appropriate to conform to changes in Tax Laws or regulatory
accounting requirements or GAAP; or

(k) commence any Litigation other than in
accordance with past practice, settle any Litigation involving any
Liability of any Magna Company for money damages in excess of $100,000 or
restrictions upon the operations of any Magna Company; or

(l) other than in the ordinary course of business
consistent with past practice or as otherwise disclosed in Section 7.2(l)
of the Magna Disclosure Memorandum, enter into, modify, amend, or
terminate any material Contract (excluding any loan Contract) or waive,
release, compromise, or assign any material rights or claims.

7.3 COVENANTS OF UPC. From the date of this Agreement
until the earlier of the Effective Time or the termination of this Agreement,
UPC covenants and agrees that it shall (i) continue to conduct its business and
the business of its Subsidiaries in a manner designed in its reasonable
judgment, to enhance the long-term value of the UPC Common Stock and the
business prospects of the UPC Companies, and (ii) take no action which would
(a) materially adversely affect the ability of any Party to obtain any Consents
required for the transactions contemplated hereby without imposition of a
condition or restriction of the type referred to in the last sentence of
Section 9.1(b) of this Agreement or prevent the transactions contemplated
hereby, including the Merger, from qualifying for pooling-of- interests
accounting treatment or as a reorganization within the meaning of Section
368(a) of the Internal Revenue Code, or (b) materially adversely affect the
ability of any Party to perform its covenants and agreements under this
Agreement.

7.4 ADVERSE CHANGES IN CONDITION. Each Party agrees to
give written notice promptly to the other Party upon becoming aware of the
occurrence or impending occurrence of any event or circumstance relating to it
or any of its Subsidiaries which (i) is reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect on it or (ii) would cause or
constitute a material breach of any of its representations, warranties, or
covenants contained herein, and to use its reasonable efforts to prevent or
promptly to remedy the same.

7.5 REPORTS. Each Party and its Subsidiaries shall file
all reports required to be filed by it with Regulatory Authorities between the
date of this Agreement and the Effective Time and shall deliver to the other
Party copies of all such reports promptly after the same are filed. If
financial statements are contained in any such reports filed with the SEC, such
financial statements will fairly present the consolidated financial position of
the entity filing such statements as of the dates indicated and the
consolidated results of operations, changes in shareholders' equity, and cash
flows for the periods then ended in accordance with GAAP (subject in the case
of interim financial statements to normal recurring year-end adjustments that
are not material). As of their respective dates, such reports filed with the
SEC will comply in all material respects with the Securities Laws and will not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Any financial statements

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contained in any other reports to another Regulatory Authority shall be
prepared in accordance with Laws applicable to such reports.

ARTICLE 8
ADDITIONAL AGREEMENTS

8.1 REGISTRATION STATEMENT; PROXY STATEMENT; SHAREHOLDER
APPROVAL. UPC shall file the Registration Statement with the SEC, and shall
use its reasonable efforts to cause the Registration Statement to become
effective under the 1933 Act and take any action required to be taken under the
applicable state Blue Sky or securities Laws in connection with the issuance of
the shares of UPC Common Stock upon consummation of the Merger. Magna shall
furnish all information concerning it and the holders of its capital stock as
UPC may reasonably request in connection with such action. Magna shall call a
Shareholders' Meeting, to be held as soon as reasonably practicable after the
Registration Statement is declared effective by the SEC, for the purpose of
voting upon approval of this Agreement and the Plan of Merger and such other
related matters as it deems appropriate. In connection with the Shareholders'
Meeting, (i) Magna shall prepare and file with the SEC a Proxy Statement and
mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish
to each other all information concerning them that they may reasonably request
in connection with such Proxy Statement, (iii) the Board of Directors of Magna
shall recommend (subject to compliance with their fiduciary duties as advised
by counsel) to its shareholders the approval of the matters submitted for
approval, and (iv) the Board of Directors and officers of Magna shall (subject
to compliance with their fiduciary duties as advised by counsel) use their
reasonable efforts to obtain such shareholders' approvals.

8.2 EXCHANGE LISTING. UPC shall use its reasonable
efforts to list, prior to the Effective Time, on the NYSE, subject to official
notice of issuance, the shares of UPC Common Stock to be issued to the holders
of Magna Common Stock or Magna Options pursuant to the Merger, and UPC shall
give all notices and make all filings with the NYSE required in connection with
the transactions contemplated herein.

8.3 APPLICATIONS. UPC shall prepare and file, and Magna
shall cooperate in the preparation and, where appropriate, filing of,
applications with all Regulatory Authorities having jurisdiction over the
transactions contemplated by this Agreement seeking the requisite Consents
necessary to consummate the transactions contemplated by this Agreement. At
least three business days prior to filing, UPC shall provide Magna and its
counsel with copies of such applications. The Parties shall deliver to each
other copies of all filings, correspondence and orders to and from all
Regulatory Authorities in connection with the transactions contemplated hereby
as soon as practicable upon their becoming available.

8.4 FILINGS WITH STATE OFFICES. Upon the terms and
subject to the conditions of this Agreement, UPC Merger Subsidiary and Magna
shall execute and file the Certificate of Merger with the Secretary of State of
the State of Delaware in connection with the Closing.

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8.5 AGREEMENT AS TO EFFORTS TO CONSUMMATE. Subject to
the terms and conditions of this Agreement, each Party agrees to use, and to
cause its Subsidiaries to use, its reasonable efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things necessary,
proper, or advisable under applicable Laws to consummate and make effective, as
soon as practicable after the date of this Agreement, the transactions
contemplated by this Agreement, including using its reasonable efforts to lift
or rescind any Order adversely affecting its ability to consummate the
transactions contemplated herein and to cause to be satisfied the conditions
referred to in Article 9 of this Agreement; provided, that nothing herein shall
preclude either Party from exercising its rights under this Agreement or the
Stock Option Agreement. Each Party shall use, and shall cause each of its
Subsidiaries to use, its reasonable efforts to obtain all Consents necessary or
desirable for the consummation of the transactions contemplated by this
Agreement.

8.6 INVESTIGATION AND CONFIDENTIALITY.

(a) Prior to the Effective Time, each Party shall
keep the other Party advised of all material developments relevant to its
business and to consummation of the Merger and shall permit the other Party to
make or cause to be made such investigation of the business and properties of
it and its Subsidiaries and of their respective financial and legal conditions
as the other Party reasonably requests, provided that such investigation shall
be reasonably related to the transactions contemplated hereby and shall not
interfere unnecessarily with normal operations. No investigation by a Party
shall affect the representations and warranties of the other Party.

(b) Each Party shall, and shall cause its
advisers and agents to, maintain the confidentiality of all confidential
information furnished to it by the other Party concerning its and its
Subsidiaries' businesses, operations, and financial positions and shall not use
such information for any purpose except in furtherance of the transactions
contemplated by this Agreement. If this Agreement is terminated prior to the
Effective Time, each Party shall promptly return or certify the destruction of
all documents and copies thereof, and all work papers containing confidential
information received from the other Party.

(c) Magna shall use its reasonable efforts to
exercise its rights under confidentiality agreements entered into with Persons
which were considering an Acquisition Transaction with Magna to preserve the
confidentiality of the information relating to Magna provided to such Persons
and their Affiliates and Representatives.

8.7 PRESS RELEASES. Prior to the Effective Time, Magna
and UPC shall consult with each other as to the form and substance of any press
release or other public disclosure materially related to this Agreement or any
other transaction contemplated hereby; provided, that nothing in this Section
8.7 shall be deemed to prohibit any Party from making any disclosure which its
counsel deems necessary or advisable in order to satisfy such Party's
disclosure obligations imposed by Law.

8.8 CERTAIN ACTIONS. Except with respect to this
Agreement and the Plan of Merger and the transactions contemplated hereby and
thereby, after the date of this Agreement,

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no Magna Company nor any Affiliate thereof nor any Representatives thereof
retained by any Magna Company shall directly or indirectly solicit any
Acquisition Proposal by any Person. Except to the extent necessary to comply
with the fiduciary duties of Magna's Board of Directors as advised by counsel,
no Magna Company or any Affiliate or Representative thereof shall furnish any
non-public information that it is not legally obligated to furnish, negotiate
with respect to, or enter into any Contract with respect to, any Acquisition
Proposal, but Magna may communicate information about such an Acquisition
Proposal to its shareholders if and to the extent that it is required to do so
in order to comply with its legal obligations as advised by counsel. Magna
shall promptly notify UPC orally and in writing in the event that it receives
any inquiry or proposal relating to any such transaction. Magna shall (i)
immediately cease and cause to be terminated any existing activities,
discussions, or negotiations with any Persons conducted heretofore with respect
to any of the foregoing, and (ii) direct and use its reasonable efforts to
cause all of its Representatives not to engage in any of the foregoing.

8.9 ACCOUNTING AND TAX TREATMENT. Each of the Parties
undertakes and agrees to use its reasonable efforts to cause the Merger, and to
take no action which would cause the Merger not, to qualify for
pooling-of-interests accounting treatment and treatment as a "reorganization"
within the meaning of Section 368(a) of the Internal Revenue Code for federal
income tax purposes.

8.10 STATE TAKEOVER LAWS. Each Magna Company shall take
all necessary steps to exempt the transactions contemplated by this Agreement
from, or if necessary challenge the validity or applicability of, any
applicable Takeover Law.

8.11 CHARTER PROVISIONS. Each Magna Company shall take
all necessary action to ensure that the entering into of this Agreement and the
Plan of Merger and the consummation of the Merger and the other transactions
contemplated hereby and thereby do not and will not result in the grant of any
rights to any Person under the Charter, By-laws, or other governing instruments
of any Magna Company or restrict or impair the ability of UPC or any of its
Subsidiaries to vote, or otherwise to exercise the rights of a shareholder with
respect to, shares of any Magna Company that may be directly or indirectly
acquired or controlled by it.

8.12 AGREEMENT OF AFFILIATES. Magna has disclosed in
Section 8.12 of the Magna Disclosure Memorandum all Persons whom it reasonably
believes is an "affiliate" of Magna for purposes of Rule 145 under the 1933
Act. Magna shall use its reasonable efforts to cause each such Person to
deliver to UPC not later than 30 days prior to the Effective Time, a written
agreement, substantially in the form of Exhibit 3, providing that such Person
will not sell, pledge, transfer, or otherwise dispose of the shares of Magna
Common Stock held by such Person except as contemplated by such agreement or by
this Agreement and will not sell, pledge, transfer, or otherwise dispose of the
shares of UPC Common Stock to be received by such Person upon consummation of
the Merger except in compliance with applicable provisions of the 1933 Act and
the rules and regulations thereunder and until such time as financial results
covering at least 30 days of combined operations of UPC and Magna have been
published within the meaning of Section 201.01 of the SEC's Codification of
Financial Reporting Policies. If the Merger will qualify for
pooling-of-interests accounting treatment, shares of UPC Common Stock issued to

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such affiliates of Magna in exchange for shares of Magna Common Stock shall not
be transferable until such time as financial results covering at least 30 days
of combined operations of UPC and Magna have been published within the meaning
of Section 201.01 of the SEC's Codification of Financial Reporting Policies,
regardless of whether each such affiliate has provided the written agreement
referred to in this Section 8.12 (and UPC shall be entitled to place
restrictive legends upon certificates for shares of UPC Common Stock issued to
affiliates of Magna pursuant to this Agreement to enforce the provisions of
this Section 8.12). UPC shall not be required to maintain the effectiveness of
the Registration Statement under the 1933 Act for the purposes of resale of UPC
Common Stock by such affiliates.

8.13 EMPLOYEE BENEFITS AND CONTRACTS. Subject to the
terms of the Supplemental Letter, following the Effective Time, UPC shall
provide to officers and employees of the Magna Companies employee benefits
under employee benefit and welfare plans, on terms and conditions which when
taken as a whole are substantially similar to those currently provided by the
UPC Companies to their similarly situated officers and employees. For purposes
of participation, vesting, and (except in the case of retirement plans) benefit
accrual under such employee benefit plans, the service of the employees of the
Magna Companies prior to the Effective Time shall be treated as service with a
UPC Company participating in such employee benefit plans.

8.14 INDEMNIFICATION.

(a) After the Effective Time, UPC shall
indemnify, defend and hold harmless the present and former directors, officers,
employees, and agents of the Magna Companies (each, an "Indemnified Party")
(including any person who becomes a director, officer, employee, or agent prior
to the Effective Time) against all Liabilities (including reasonable attorneys'
fees, and expenses, judgments, fines and amounts paid in settlement) arising
out of actions or omissions occurring at or prior to the Effective Time
(including the transactions contemplated by this Agreement and the Stock Option
Agreement) to the full extent permitted under Delaware Law and by Magna's
Charter and By- laws as in effect on the date hereof, including provisions
relating to advances of expenses incurred in the defense of any Litigation.
Without limiting the foregoing, in any case in which approval by UPC is
required to effectuate any indemnification, UPC shall direct, at the election
of the Indemnified Party, that the determination of any such approval shall be
made by independent counsel mutually agreed upon between UPC and the
Indemnified Party.

(b) Any Indemnified Party wishing to claim
indemnification under paragraph (a) of this Section 8.14, upon learning of any
such Liability or Litigation, shall promptly notify UPC thereof, provided that
the failure so to notify shall not affect the obligations of UPC under this
Section 8.14 unless and to the extent such failure materially increases UPC's
liability under this Section 8.14. In the event of any such Litigation (whether
arising before or after the Effective Time), (i) UPC or the Surviving
Corporation shall have the right to assume the defense thereof and UPC shall
not be liable to such Indemnified Parties for any legal expenses of other
counsel or any other expenses subsequently incurred by such Indemnified Parties
in connection with the defense thereof, except that if UPC or the Surviving
Corporation elects not to assume

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such defense or counsel for the Indemnified Parties advises that there are
substantive issues which raise conflicts of interest between UPC or the
Surviving Corporation and the Indemnified Parties, the Indemnified Parties may
retain counsel satisfactory to them, and UPC or the Surviving Corporation shall
pay all reasonable fees and expenses of such counsel for the Indemnified
Parties promptly as statements therefor are received; provided, that UPC shall
be obligated pursuant to this paragraph (b) to pay for only one firm of counsel
for all Indemnified Parties in any jurisdiction, (ii) the Indemnified Parties
will cooperate in the defense of any such Litigation, and (iii) UPC shall not
be liable for any settlement effected without its prior written consent; and
provided further that the Surviving Corporation shall not have any obligation
hereunder to any Indemnified Party when and if a court of competent
jurisdiction shall determine, and such determination shall have become final,
that the indemnification of such Indemnified Party in the manner contemplated
hereby is prohibited by applicable Law.

(c) The Surviving Corporation shall not be liable
for any settlement effected without its prior written consent which shall not
be unreasonably withheld. The Surviving Corporation shall not have any
obligation hereunder to any Indemnified Party when and if a court of competent
jurisdiction shall determine, and such determination shall have become final,
that the indemnification of such Indemnified Party in the manner contemplated
hereby is prohibited by applicable Law.

(d) If the Surviving Corporation or any of its
successors or assigns shall consolidate with or merge into any other Person and
shall not be the continuing or surviving Person of such consolidation or merger
or shall transfer all or substantially all of its assets to any Person, then
and in each case, proper provision shall be made so that the successors and
assigns of the Surviving Corporation shall assume the obligations set forth in
this Section 8.14.

8.15 UPC MERGER SUBSIDIARY ORGANIZATION. UPC shall
organize UPC Merger Subsidiary under the Laws of the State of Delaware. Prior
to the Effective Time, the outstanding capital stock of UPC Merger Subsidiary
shall consist of 1,000 shares of UPC Merger Subsidiary Common Stock, all of
which shares shall be owned by UPC. Prior to the Effective Time, UPC Merger
Subsidiary shall not (i) conduct any business operations whatsoever or (ii)
enter into any Contract or agreement of any kind, acquire any assets or incur
any Liability, except as may be specifically contemplated by this Agreement or
the Plan of Merger or as the Parties may otherwise agree. UPC, as the sole
stockholder of UPC Merger Subsidiary, shall vote prior to the Effective Time
the shares of UPC Merger Subsidiary Common Stock in favor of the Plan of
Merger.

ARTICLE 9
CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE

9.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The
respective obligations of each Party to perform this Agreement and consummate
the Merger and the other transactions contemplated hereby are subject to the
satisfaction of the following conditions, unless waived by both Parties
pursuant to Section 11.6 of this Agreement:

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<PAGE> 38

(A) SHAREHOLDER APPROVAL. The shareholders of
Magna shall have approved this Agreement and the Plan of Merger, and the
consummation of the transactions contemplated hereby and thereby,
including the Merger, as and to the extent required by Law, by the
provisions of any governing instruments, or by the rules of the NASD.

(B) REGULATORY APPROVALS. All Consents of,
filings and registrations with, and notifications to, all Regulatory
Authorities required for consummation of the Merger shall have been
obtained or made and shall be in full force and effect and all waiting
periods required by Law shall have expired. No Consent obtained from any
Regulatory Authority which is necessary to consummate the transactions
contemplated hereby shall be conditioned or restricted in a manner (other
than matters relating to the raising of additional capital or the
disposition of Assets (including, but not limited to, any divestiture or
restrictions on the insurance activities of any Magna Companies) or
deposit Liabilities and associated branches) which in the reasonable
judgment of the Board of Directors of UPC would so materially adversely
impact the financial or economic benefits of the transactions
contemplated by this Agreement that, had such condition or requirement
been known, UPC would not, in its reasonable judgment, have entered into
this Agreement.

(C) CONSENTS AND APPROVALS. Each Party shall
have obtained any and all Consents required for consummation of the
Merger (other than those referred to in Section 9.1(b) of this Agreement)
or for the preventing of any Default under any Contract or Permit of such
Party which, if not obtained or made, is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on such
Party.

(D) LEGAL PROCEEDINGS. No court or governmental
or regulatory authority of competent jurisdiction shall have enacted,
issued, promulgated, enforced, or entered any Law or Order (whether
temporary, preliminary, or permanent) or taken any other action which
prohibits, restricts, or makes illegal consummation of the transactions
contemplated by this Agreement and the Plan of Merger.

(E) REGISTRATION STATEMENT. The Registration
Statement shall be effective under the 1933 Act, no stop orders
suspending the effectiveness of the Registration Statement shall have
been issued, no action, suit, proceeding, or investigation by the SEC to
suspend the effectiveness thereof shall have been initiated and be
continuing, and all necessary approvals under state securities Laws or
the 1933 Act or 1934 Act relating to the issuance or trading of the
shares of UPC Common Stock issuable pursuant to the Merger shall have
been received.

(F) EXCHANGE LISTING. The shares of UPC Common
Stock issuable pursuant to the Merger shall have been approved for
listing on the NYSE, subject to official notice of issuance.

(G) POOLING LETTERS. Each of the Parties shall
have received copies of the letters, dated as of the date of filing of
the Registration Statement with the SEC and as

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<PAGE> 39

of the Effective Time, addressed to UPC, from Price Waterhouse LLP to the
effect that the Merger will qualify for pooling-of-interests accounting
treatment.

(H) TAX MATTERS. Each Party shall have received
a written opinion of counsel from Alston & Bird LLP, in form reasonably
satisfactory to such Parties (the "Tax Opinion"), to the effect that (i)
the Merger will constitute a reorganization within the meaning of Section
368(a) of the Internal Revenue Code, (ii) the exchange in the Merger of
Magna Common Stock for UPC Common Stock will not give rise to gain or
loss to the shareholders of Magna with respect to such exchange (except
to the extent of any cash received), and (iii) none of Magna or UPC will
recognize gain or loss as a consequence of the Merger (except for the
inclusion in income of the amount of the bad-debt reserve maintained by
Magnolia Federal and any other amounts resulting from any required change
in accounting methods and any income and deferred gain recognized
pursuant to Treasury regulations issued under Section 1502 of the
Internal Revenue Code). In rendering such Tax Opinion, such counsel
shall be entitled to rely upon representations of officers of Magna and
UPC reasonably satisfactory in form and substance to such counsel.

9.2 CONDITIONS TO OBLIGATIONS OF UPC. The obligations of
UPC to perform this Agreement and consummate the Merger and the other
transactions contemplated hereby are subject to the satisfaction of the
following conditions, unless waived by UPC pursuant to Section 11.6(a) of this
Agreement:

(A) REPRESENTATIONS AND WARRANTIES. For purposes
of this Section 9.2(a), the accuracy of the representations and
warranties of Magna set forth in this Agreement shall be assessed as of
the date of this Agreement and as of the Effective Time with the same
effect as though all such representations and warranties had been made on
and as of the Effective Time (provided that representations and
warranties which are confined to a specified date shall speak only as of
such date). The representations and warranties of Magna set forth in
Section 5.3 of this Agreement shall be true and correct (except for
inaccuracies which are de minimus in amount). The representations and
warranties of Magna set forth in Sections 5.20, 5.21, and 5.22 of this
Agreement shall be true and correct in all material respects. There
shall not exist inaccuracies in the representations and warranties of
Magna set forth in this Agreement (including the representations and
warranties set forth in Sections 5.3, 5.20, 5.21, and 5.22) such that the
aggregate effect of such inaccuracies has, or is reasonably likely to
have, a Material Adverse Effect on Magna; provided that, for purposes of
this sentence only, those representations and warranties which are
qualified by references to "material" or "Material Adverse Effect" shall
be deemed not to include such qualifications.

(B) PERFORMANCE OF AGREEMENTS AND COVENANTS.
Each and all of the agreements and covenants of Magna to be performed and
complied with pursuant to this Agreement and the other agreements
contemplated hereby prior to the Effective Time shall have been duly
performed and complied with in all material respects.

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<PAGE> 40

(C) CERTIFICATES. Magna shall have delivered to
UPC (i) a certificate, dated as of the Effective Time and signed on its
behalf by its chief executive officer and its chief financial officer, to
the effect that the conditions of its obligations set forth in Section
9.2(a) and 9.2(b) of this Agreement have been satisfied, and (ii)
certified copies of resolutions duly adopted by Magna's Board of
Directors and shareholders evidencing the taking of all corporate action
necessary to authorize the execution, delivery, and performance of this
Agreement and the Plan of Merger, and the consummation of the
transactions contemplated hereby and thereby, all in such reasonable
detail as UPC and its counsel shall request.

(D) AFFILIATES AGREEMENTS. UPC shall have
received from each affiliate of Magna the affiliates letter referred to
in Section 8.12 of this Agreement, to the extent necessary to assure in
the reasonable judgment of UPC that the transactions contemplated hereby
will qualify for pooling-of-interests accounting treatment.

(E) EMPLOYMENT AGREEMENTS. Robert S. Duncan and
Lou Ann Poynter shall have entered into employment agreements with UPC,
substantially in the form of Appendices A and B, respectively, to the
Supplemental Letter.

9.3 CONDITIONS TO OBLIGATIONS OF MAGNA. The obligations
of Magna to perform this Agreement and the Plan of Merger and consummate the
Merger and the other transactions contemplated hereby are subject to the
satisfaction of the following conditions, unless waived by Magna pursuant to
Section 11.6(b) of this Agreement:

(A) REPRESENTATIONS AND WARRANTIES. For purposes
of this Section 9.3(a), the accuracy of the representations and
warranties of UPC set forth in this Agreement shall be assessed as of the
date of this Agreement and as of the Effective Time with the same effect
as though all such representations and warranties had been made on and as
of the Effective Time (provided that representations and warranties which
are confined to a specified date shall speak only as of such date). The
representations and warranties of UPC set forth in Section 6.3 of this
Agreement shall be true and correct (except for inaccuracies which are de
minimus in amount). The representations and warranties of UPC set forth
in Section 6.14 of this Agreement shall be true and correct in all
material respects. There shall not exist inaccuracies in the
representations and warranties of UPC set forth in this Agreement
(including the representations and warranties set forth in Sections 6.3
and 6.14) such that the aggregate effect of such inaccuracies has, or is
reasonably likely to have, a Material Adverse Effect on UPC; provided
that, for purposes of this sentence only, those representations and
warranties which are qualified by references to "material" or "Material
Adverse Effect" shall be deemed not to include such qualifications.

(B) PERFORMANCE OF AGREEMENTS AND COVENANTS.
Each and all of the agreements and covenants of UPC to be performed and
complied with pursuant to this Agreement and the other agreements
contemplated hereby prior to the Effective Time shall have been duly
performed and complied with in all material respects.

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<PAGE> 41

(C) CERTIFICATES. UPC shall have delivered to
Magna (i) a certificate, dated as of the Effective Time and signed on its
behalf by its chief executive officer and its chief financial officer, to
the effect that the conditions of its obligations set forth in Section
9.3(a) and 9.3(b) of this Agreement have been satisfied, and (ii)
certified copies of resolutions duly adopted by UPC's Board of Directors
evidencing the taking of all corporate action necessary to authorize the
execution, delivery and performance of this Agreement, and the
consummation of the transactions contemplated hereby, all in such
reasonable detail as Magna and its counsel shall request.

ARTICLE 10
TERMINATION

10.1 TERMINATION. Notwithstanding any other provision of
this Agreement, and notwithstanding the approval of this Agreement by the
shareholders of Magna, this Agreement and the Plan of Merger may be terminated
and the Merger abandoned at any time prior to the Effective Time:

(a) By mutual consent of the Board of Directors
of UPC and the Board of Directors of Magna; or

(b) By the Board of Directors of either Party
(provided that the terminating Party is not then in breach of any
representation or warranty contained in this Agreement under the
applicable standard set forth in Section 9.2(a) of this Agreement in the
case of Magna and Section 9.3(a) in the case of UPC or in material breach
of any covenant or other agreement contained in this Agreement) in the
event of an inaccuracy of any representation or warranty of the other
Party contained in this Agreement which cannot be or has not been cured
within 30 days after the giving of written notice to the breaching Party
of such inaccuracy and which inaccuracy would provide the terminating
Party the ability to refuse to consummate the Merger under the applicable
standard set forth in Section 9.2(a) of this Agreement in the case of
Magna and Section 9.3(a) of this Agreement in the case of UPC; or

(c) By the Board of Directors of either Party
(provided that the terminating Party is not then in breach of any
representation or warranty contained in this Agreement under the
applicable standard set forth in Section 9.2(a) of this Agreement in the
case of Magna and Section 9.3(a) in the case of UPC or in material breach
of any covenant or other agreement contained in this Agreement) in the
event of a material breach by the other Party of any covenant or
agreement contained in this Agreement which cannot be or has not been
cured within 30 days after the giving of written notice to the breaching
Party of such breach; or

(d) By the Board of Directors of either Party in
the event (i) any Consent of any Regulatory Authority required for
consummation of the Merger and the other transactions contemplated hereby
shall have been denied by final nonappealable action of such authority or
if any action taken by such authority is not appealed within the time

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<PAGE> 42

limit for appeal, or (ii) the shareholders of Magna fail to vote their
approval of this Agreement and the transactions contemplated hereby as
required by the DGCL and the rules of the NASD at the Shareholders'
Meeting where the transactions were presented to such shareholders for
approval and voted upon; or

(e) By the Board of Directors of either Party in
the event that the Merger shall not have been consummated by March 31,
1998, if the failure to consummate the transactions contemplated hereby
on or before such date is not caused by any willful breach of this
Agreement by the Party electing to terminate pursuant to this Section
10.1(e); or

(f) By the Board of Directors of either Party
(provided that the terminating Party is not then in breach of any
representation or warranty contained in this Agreement under the
applicable standard set forth in Section 9.2(a) of this Agreement in the
case of Magna and Section 9.3(a) in the case of UPC or in material breach
of any covenant or other agreement contained in this Agreement) in the
event that any of the conditions precedent to the obligations of such
Party to consummate the Merger cannot be satisfied or fulfilled by the
date specified in Section 10.1(e) of this Agreement; or

(g) By the Board of Directors of Magna, if it
determines by a vote of a majority of the members of its entire Board, at
any time during the ten-day period commencing two days after the
Determination Date, if both of the following conditions are satisfied:

(1) the Average Closing Price shall be
less than the product of (i) 0.80 and (ii) the Starting Price; and

(2) (i) the quotient obtained by
dividing the Average Closing Price by the Starting Price (such
number being referred to herein as the "UPC Ratio") shall be less
than (ii) the quotient obtained by dividing the Index Price on the
Determination Date by the Index Price on the Starting Date and
subtracting 0.15 from the quotient in this clause (2)(ii) (such
number being referred to herein as the "Index Ratio");

subject, however, to the following three sentences. If Magna refuses to
consummate the Merger pursuant to this Section 10.1(g), it shall give
prompt written notice thereof to UPC; provided, that such notice of
election to terminate may be withdrawn at any time within the
aforementioned ten-day period. During the five-day period commencing
with its receipt of such notice, UPC shall have the option to elect to
increase the Exchange Ratio to equal the lesser of (i) the quotient
obtained by dividing (1) the product of 0.80, the Starting Price, and the
Exchange Ratio (as then in effect) by (2) the Average Closing Price, and
(ii) the quotient obtained by dividing (1) the product of the Index Ratio
and the Exchange Ratio (as then in effect) by (2) the UPC Ratio. If UPC
makes an election contemplated by the preceding sentence, within such
five-day period, it shall give prompt written notice to Magna of such
election and the revised Exchange Ratio, whereupon no termination shall
have occurred

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<PAGE> 43

pursuant to this Section 10.1(g) and this Agreement shall remain in
effect in accordance with its terms (except as the Exchange Ratio shall
have been so modified), and any references in this Agreement to "Exchange
Ratio" shall thereafter be deemed to refer to the Exchange Ratio as
adjusted pursuant to this Section 10.1(g).

For purposes of this Section 10.1(g), the following terms
shall have the meanings indicated:

"Average Closing Price" shall mean the average of the
daily last sales prices of UPC Common Stock as reported on the
NYSE (as reported by The Wall Street Journal or, if not reported
thereby, another authoritative source as chosen by UPC) for the 20
consecutive full trading days in which such shares are traded on
the NYSE ending at the close of trading on the Determination Date.

"Determination Date" shall mean the later of the date
(i) of the Shareholders' Meeting and (ii) on which the last
Consent of the Board of Governors of the Federal Reserve System or
the Office of Thrift Supervision shall be received.

"Index Group" shall mean the 17 bank holding
companies listed below, the common stocks of all of which shall be
publicly traded and as to which there shall not have been, since
the Starting Date and before the Determination Date, any public
announcement of a proposal for such company to be acquired or for
such company to acquire another company or companies in
transactions with a value exceeding 25% of the acquiror's market
capitalization. In the event that any such company or companies
are removed from the Index Group, the weights (which shall be
determined based upon the number of outstanding shares of common
stock) shall be redistributed proportionately for purposes of
determining the Index Price. The 17 bank holding companies and
the weights attributed to them are as follows:

<TABLE>
<CAPTION>
BANK HOLDING COMPANIES WEIGHTING
------------------------------------------- ----------------
<S> <C>
AmSouth Bancorporation 4.87%
Central Fidelity Banks, Inc. 5.11
Compass Bancshares, Inc. 3.63
Deposit Guaranty Corporation 3.56
Fifth Third Bancorp 9.24
First American Corporation 2.60
First Commerce Corporation 3.39
First Tennessee National Corporation 5.62
First Virginia Banks, Inc. 2.83
Hibernia Corporation 11.25
Huntington Bancshares, Inc. 12.35
Mercantile Bancorporation, Inc. 5.30
National Commerce Bancorp 2.14
Regions Financial Corporation 5.80
Signet Banking Corporation 5.25
</TABLE>

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<PAGE> 44

<TABLE>
<S> <C>
Southern National Corporation 9.55
Star Banc Corporation 7.50
------
Total 100.00%
======
</TABLE>

"Index Price" on a given date shall mean the weighted
average (weighted in accordance with the factors listed above) of
the closing prices of the companies composing the Index Group.

"Starting Date" shall mean the fourth full trading
day after the announcement by press release of the Merger.

"Starting Price" shall mean the closing price per
share of UPC Common Stock as reported on the NYSE (as reported by
The Wall Street Journal or, if not reported thereby, another
authoritative source as chosen by UPC) on the Starting Date.

If any company belonging to the Index Group or UPC declares or
effects a stock dividend, reclassification, recapitalization, split-up,
combination, exchange of shares, or similar transaction between the date
of this Agreement and the Determination Date, the prices for the common
stock of such company or UPC shall be appropriately adjusted for the
purposes of applying this Section 10.1(g).

10.2 EFFECT OF TERMINATION. In the event of the
termination and abandonment of this Agreement pursuant to Section 10.1 of this
Agreement, this Agreement, the Plan of Merger, and the Supplemental Letter
shall become void and have no effect, except that (i) the provisions of this
Section 10.2 and Article 11 and Section 8.6(b) of this Agreement shall survive
any such termination and abandonment, and (ii) a termination pursuant to
Sections 10.1(b), 10.1(c), or 10.1(f) of this Agreement shall not relieve the
breaching Party from Liability for an uncured willful breach of a
representation, warranty, covenant, or agreement giving rise to such
termination. The Stock Option Agreement shall be governed by its own terms as
to its termination.

10.3 NON-SURVIVAL OF REPRESENTATIONS AND COVENANTS. The
respective representations, warranties, obligations, covenants, and agreements
of the Parties shall not survive the Effective Time except this Section 10.3
and Articles 2, 3, 4 and 11 and Sections 8.12, 8.13 and 8.14 of this Agreement
and the provisions of the Supplemental Letter.

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<PAGE> 45

ARTICLE 11
MISCELLANEOUS

11.1 DEFINITIONS.

(a) Except as otherwise provided herein, the
capitalized terms set forth below shall have the following meanings:

"ACQUISITION PROPOSAL" with respect to a Party shall mean any
tender offer or exchange offer or any proposal for a merger, acquisition
of all of the stock or assets of, or other business combination involving
such Party or any of its Subsidiaries or the acquisition of a substantial
equity interest in, or a substantial portion of the assets of, such Party
or any of its Subsidiaries.

"AFFILIATE" of a Person shall mean: (i) any other Person
directly, or indirectly through one or more intermediaries, controlling,
controlled by, or under common control with such Person; (ii) any
officer, director, partner, employer, or direct or indirect beneficial
owner of any 10% or greater equity or voting interest of such Person; or
(iii) any other Person for which a Person described in clause (ii) acts
in any such capacity.

"AGREEMENT" shall mean this Agreement and Plan of
Reorganization, including the Stock Option Agreement and the Exhibits
delivered pursuant hereto and incorporated herein by reference.

"ASSETS" of a Person shall mean all of the assets, properties,
businesses, and rights of such Person of every kind, nature, character
and description, whether real, personal or mixed, tangible or intangible,
accrued or contingent, or otherwise relating to or utilized in such
Person's business, directly or indirectly, in whole or in part, whether
or not carried on the books and records of such Person, and whether or
not owned in the name of such Person or any Affiliate of such Person and
wherever located.

"BHC ACT" shall mean the federal Bank Holding Company Act of
1956, as amended.

"CERTIFICATE OF MERGER" shall mean the Certificate of Merger
to be executed by Magna and filed with the Secretary of State of the
State of Delaware relating to the Merger as contemplated by Section 1.1
of this Agreement.

"CLOSING DATE" shall mean the date on which the Closing
occurs.

"CONSENT" shall mean any consent, approval, authorization,
clearance, exemption, waiver, or similar affirmation by any Person
pursuant to any Contract, Law, Order, or Permit.

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<PAGE> 46

"CONTRACT" shall mean any written or oral agreement,
arrangement, authorization, commitment, contract, indenture, instrument,
lease, obligation, plan, practice, restriction, understanding, or
undertaking of any kind or character, or other document to which any
Person is a party or that is binding on any Person or its capital stock,
Assets, or business.

"DEFAULT" shall mean (i) any breach or violation of or default
under any Contract, Order, or Permit, (ii) any occurrence of any event
that with the passage of time or the giving of notice or both would
constitute a breach or violation of or default under any Contract, Order,
or Permit, or (iii) any occurrence of any event that with or without the
passage of time or the giving of notice would give rise to a right to
terminate or revoke, change the current terms of, or renegotiate, or to
accelerate, increase, or impose any Liability under, any Contract, Order
or Permit.

"DGCL" shall mean the Delaware General Corporation Law.

"ENVIRONMENTAL LAWS" shall mean all Laws relating to pollution
or protection of human health or the environment (including ambient air,
surface water, ground water, land surface or subsurface strata) and which
are administered, interpreted or enforced by the United States
Environmental Protection Agency and state and local agencies with
jurisdiction over, and including common law in respect of, pollution or
protection of the environment, including the Comprehensive Environmental
Response Compensation and Liability Act, as amended, 42 U.S.C. 9601 et
seq. ("CERCLA"), the Resource Conservation and Recovery Act, as amended,
42 U.S.C. 6901 et seq. ("RCRA"), and other Laws relating to emissions,
discharges, releases, or threatened releases of any Hazardous Material,
or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of any Hazardous
Material.

"ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.

"EXHIBITS" 1 through 3, inclusive, shall mean the Exhibits so
marked, copies of which are attached to this Agreement. Such Exhibits
are hereby incorporated by reference herein and made a part hereof, and
may be referred to in this Agreement and any other related instrument or
document without being attached hereto.

"GAAP" shall mean generally accepted accounting principles,
consistently applied during the periods involved.

"HAZARDOUS MATERIAL" shall mean (i) any hazardous substance,
hazardous material, hazardous waste, regulated substance, or toxic
substance (as those terms are defined by any applicable Environmental
Laws) and (ii) any chemicals, pollutants, contaminants, petroleum,
petroleum products, or oil (and specifically shall include asbestos
requiring abatement, removal, or encapsulation pursuant to the
requirements of governmental authorities and any polychlorinated
biphenyls).

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<PAGE> 47

"HOLA" shall mean the Home Owners' Loan Act of 1933, as
amended.

"HSR ACT" shall mean Section 7A of the Clayton Act, as added
by Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the rules and regulations promulgated thereunder.

"INTELLECTUAL PROPERTY" shall mean copyrights, patents,
trademarks, service marks, service names, trade names, applications
therefor, technology rights and licenses, computer software (including
any source or object codes therefor or documentation relating thereto),
trade secrets, franchises, know-how, inventions, and other intellectual
property rights.

"INTERNAL REVENUE CODE" shall mean the Internal Revenue Code
of 1986, as amended, and the rules and regulations promulgated
thereunder.

"KNOWLEDGE" as used with respect to a Person (including
references to such Person being aware of a particular matter) shall mean
those facts that are known by the Chairman, President, Chief Financial
Officer, Chief Accounting Officer, Chief Credit Officer, or General
Counsel of such Person.

"LAW" shall mean any code, law, ordinance, regulation,
reporting or licensing requirement, rule, or statute applicable to a
Person or its Assets, Liabilities or business, including those
promulgated, interpreted, or enforced by any Regulatory Authority.

"LIABILITY" shall mean any direct or indirect, primary or
secondary, liability, indebtedness, obligation, penalty, cost, or expense
(including costs of investigation, collection, and defense), claim,
deficiency, guaranty, or endorsement of or by any Person (other than
endorsements of notes, bills, checks, and drafts presented for collection
or deposit in the ordinary course of business) of any type, whether
accrued, absolute or contingent, liquidated or unliquidated, matured or
unmatured, or otherwise.

"LIEN" shall mean any conditional sale agreement, default of
title, easement, encroachment, encumbrance, hypothecation, infringement,
lien, mortgage, pledge, reservation, restriction, security interest,
title retention, or other security arrangement, or any adverse right or
interest, charge, or claim of any nature whatsoever of, on, or with
respect to any property or property interest, other than (i) Liens for
current property Taxes not yet due and payable, and (ii) for depository
institution Subsidiaries of a Party, pledges to secure deposits and other
Liens incurred in the ordinary course of the banking business.

"LITIGATION" shall mean any action, arbitration, cause of
action, claim, complaint, criminal prosecution, demand letter,
governmental or other examination or investigation, hearing, inquiry,
administrative or other proceeding, or notice (written or oral) by any
Person alleging potential Liability or requesting information relating to
or affecting a Party, its business, its Assets (including Contracts
related to it), or the transactions contemplated

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<PAGE> 48

by this Agreement, but shall not include regular, periodic examinations
of depository institutions and their Affiliates by Regulatory
Authorities.

"MAGNA COMMON STOCK" shall mean the $0.01 par value common
stock of Magna.

"MAGNA COMPANIES" shall mean, collectively, Magna and all
Magna Subsidiaries.

"MAGNA DISCLOSURE MEMORANDUM" shall mean the written
information entitled "Magna Bancorp, Inc. Disclosure Memorandum"
delivered prior to the date of this Agreement to UPC describing in
reasonable detail the matters contained therein and, with respect to each
disclosure made therein, specifically referencing each Section of this
Agreement under which such disclosure is being made. Information
disclosed with respect to one Section shall not be deemed to be disclosed
for purposes of any other Section not specifically referenced with
respect thereto.

"MAGNA FINANCIAL STATEMENTS" shall mean (i) the consolidated
balance sheets (including related notes and schedules, if any) of Magna
as of June 30, 1996, 1995 and 1994, and the related statements of
earnings, changes in shareholders' equity, and cash flows (including
related notes and schedules, if any) for each of the three years ended
December 31, 1996, 1995 and 1994, as filed by Magna in SEC Documents, and
(ii) the consolidated balance sheets of Magna (including related notes
and schedules, if any) and related statements of earnings, changes in
shareholders' equity, and cash flows (including related notes and
schedules, if any) included in SEC Documents filed with respect to
periods ended subsequent to June 30, 1996.

"MAGNA STOCK PLANS" shall mean the existing stock option and
other stock-based compensation plans of Magna designated as follows: (i)
Magna Bancorp, Inc. 1990 Stock Option and Incentive Plan; (ii) Magna
Bancorp, Inc. Management Retention and Recognition Plan and (iii) Magna
Bancorp, Inc. / Magnolia Federal Bank For Savings Stock In lieu of Cash
Compensation Plan For Directors.

"MAGNA SUBSIDIARIES" shall mean the Subsidiaries of Magna,
which shall include the Magna Subsidiaries described in Section 5.4 of
the Magna Disclosure Memorandum and any corporation, bank, savings
association, or other organization acquired as a Subsidiary of Magna in
the future and owned by Magna at the Effective Time.

"MAGNOLIA FEDERAL" shall mean Magnolia Federal Bank for
Savings, a federal stock savings bank and a Magna Subsidiary.

"MATERIAL" for purposes of this Agreement shall be determined
in light of the facts and circumstances of the matter in question;
provided that any specific monetary amount stated in this Agreement shall
determine materiality in that instance.

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<PAGE> 49

"MATERIAL ADVERSE EFFECT" on a Party shall mean an event,
change, or occurrence which, individually or together with any other
event, change, or occurrence, has a material adverse impact on (i) the
financial position, business, or results of operations of such Party and
its Subsidiaries, taken as a whole, or (ii) the ability of such Party to
perform its obligations under this Agreement or to consummate the Merger
or the other transactions contemplated by this Agreement, provided that
"Material Adverse Effect" and "material adverse impact" shall not be
deemed to include the impact of (a) changes in banking and similar Laws
of general applicability or interpretations thereof by courts or
governmental authorities, (b) changes in GAAP or regulatory accounting
principles generally applicable to banks, savings associations, and their
holding companies, (c) actions and omissions of a Party (or any of its
Subsidiaries) taken with the prior informed written consent of the other
Party in contemplation of the transaction contemplated hereby, and (d)
the direct effects of compliance with this Agreement (including the
expense associated with the vesting of benefits under the various
employee benefit plans of Magna as a result of the Merger constituting a
change of control) on the operating performance of the Parties, including
expenses incurred by the Parties in consummating the transactions
contemplated by the Agreement.

"NASD" shall mean the National Association of Securities
Dealers, Inc.

"NASDAQ NATIONAL MARKET" shall mean the National Market System
of the National Association of Securities Dealers Automated Quotations
System.

"NYSE" shall mean the New York Stock Exchange, Inc.

"1933 ACT" shall mean the Securities Act of 1933, as amended.

"1934 ACT" shall mean the Securities Exchange Act of 1934, as
amended.

"OPERATING PROPERTY" shall mean any property owned by the
Party in question or by any of its Subsidiaries or in which such Party or
Subsidiary holds a security interest, and, where required by the context,
includes the owner or operator of such property, but only with respect to
such property.

"ORDER" shall mean any administrative decision or award,
decree, injunction, judgment, order, quasi- judicial decision or award,
ruling, or writ of any federal, state, local, or foreign or other court,
arbitrator, mediator, tribunal, administrative agency, or Regulatory
Authority.

"PARTICIPATION FACILITY" shall mean any facility or property
in which the Party in question or any of its Subsidiaries participates in
the management and, where required by the context, said term means the
owner or operator of such facility or property, but only with respect to
such facility or property.

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<PAGE> 50

"PARTY" shall mean either Magna or UPC, and "PARTIES" shall
mean both Magna and UPC.

"PERMIT" shall mean any federal, state, local, and foreign
governmental approval, authorization, certificate, easement, filing,
franchise, license, notice, permit, or right to which any Person is a
party or that is or may be binding upon or inure to the benefit of any
Person or its securities, Assets or business.

"PLAN OF MERGER" shall mean the plan of merger providing for
the Merger, in substantially the form of Exhibit 1.

"PERSON" shall mean a natural person or any legal, commercial,
or governmental entity, such as, but not limited to, a corporation,
general partnership, joint venture, limited partnership, limited
liability company, trust, business association, group acting in concert,
or any person acting in a representative capacity.

"PROXY STATEMENT" shall mean the proxy statement used by Magna
to solicit the approval of its shareholders of the transactions
contemplated by this Agreement and the Plan of Merger, which shall
include the prospectus of UPC relating to the issuance of the UPC Common
Stock to holders of Magna Common Stock.

"REGISTRATION STATEMENT" shall mean the Registration Statement
on Form S-4, or other appropriate form, including any pre-effective or
post-effective amendments or supplements thereto, filed with the SEC by
UPC under the 1933 Act with respect to the shares of UPC Common Stock to
be issued to the shareholders of Magna in connection with the
transactions contemplated by this Agreement.

"REGULATORY AUTHORITIES" shall mean, collectively, the Federal
Trade Commission, the United States Department of Justice, the Board of
the Governors of the Federal Reserve System, the Office of Thrift
Supervision (including its predecessor, the Federal Home Loan Bank
Board), the Office of the Comptroller of the Currency, the Federal
Deposit Insurance Corporation, all state regulatory agencies having
jurisdiction over the Parties and their respective Subsidiaries, the
NYSE, the NASD, and the SEC.

"REPRESENTATIVE" shall mean any investment banker, financial
advisor, attorney, accountant, consultant, or other representative of a
Person.

"RIGHTS" shall mean all arrangements, calls, commitments,
Contracts, options, rights to subscribe to, scrip, understandings,
warrants, or other binding obligations of any character whatsoever
relating to, or securities or rights convertible into or exchangeable
for, shares of the capital stock of a Person or by which a Person is or
may be bound to issue additional shares of its capital stock or other
Rights.

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<PAGE> 51

"SEC DOCUMENTS" shall mean all forms, proxy statements,
registration statements, reports, schedules, and other documents filed,
or required to be filed, by a Party or any of its Subsidiaries with any
Regulatory Authority pursuant to the Securities Laws.

"SECURITIES LAWS" shall mean the 1933 Act, the 1934 Act, the
Investment Company Act of 1940, as amended, the Investment Advisors Act
of 1940, as amended, the Trust Indenture Act of 1939, as amended, and the
rules and regulations of any Regulatory Authority promulgated thereunder.

"SHAREHOLDERS' MEETING" shall mean the meeting of the
shareholders of Magna to be held pursuant to Section 8.1 of this
Agreement, including any adjournment or postponements thereof.

"STOCK OPTION AGREEMENT" shall mean the Stock Option Agreement
of even date herewith issued to UPC by Magna, substantially in the form
of Exhibit 1.

"SUBSIDIARIES" shall mean all those corporations, banks,
associations, or other entities of which the entity in question owns or
controls 10% or more of the outstanding equity securities either directly
or through an unbroken chain of entities as to each of which 10% or more
of the outstanding equity securities is owned directly or indirectly by
its parent; provided, there shall not be included any such entity
acquired through foreclosure or any such entity the equity securities of
which are owned or controlled in a fiduciary capacity.

"SUPPLEMENTAL LETTER" shall mean the supplemental letter of
even date herewith relating to certain understandings and agreements in
addition to those included in this Agreement, substantially in the form
of Exhibit 4.

"SURVIVING CORPORATION" shall mean Magna as the surviving
corporation resulting from the Merger.

"TAX" or "TAXES" shall mean any federal, state, county, local,
or foreign income, profits, franchise, gross receipts, payroll, sales,
employment, use, property, withholding, excise, occupancy, and other
taxes, assessments, charges, fares, or impositions, including interest,
penalties, and additions imposed thereon or with respect thereto.

"UPC CAPITAL STOCK" shall mean, collectively, the UPC Common
Stock, the UPC Preferred Stock and any other class or series of capital
stock of UPC.

"UPC COMMON STOCK" shall mean the $5.00 par value common stock
of UPC.

"UPC COMPANIES" shall mean, collectively, UPC and all UPC
Subsidiaries.

"UPC DISCLOSURE MEMORANDUM" shall mean the written information
entitled "Union Planters Corporation Disclosure Memorandum" delivered
prior to the date of this Agreement to Magna describing in reasonable
detail the matters contained therein and, with

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<PAGE> 52

respect to each disclosure made therein, specifically referencing each
Section of this Agreement under which such disclosure is being made.
Information disclosed with respect to one Section shall be deemed to be
disclosed for purposes of any other Section not specifically referenced
with respect thereto.

"UPC FINANCIAL STATEMENTS" shall mean (i) the consolidated
balance sheets (including related notes and schedules, if any) of UPC as
of December 31, 1996, 1995 and 1994, and the related statements of
earnings, changes in shareholders' equity, and cash flows (including
related notes and schedules, if any) for each of the three years ended
December 31, 1996, 1995 and 1994, as filed by UPC in SEC Documents, and
(ii) the consolidated balance sheets of UPC (including related notes and
schedules, if any) and related statements of earnings, changes in
shareholders' equity, and cash flows (including related notes and
schedules, if any) included in SEC Documents filed with respect to
periods ended subsequent to December 31, 1996.

"UPC MERGER SUBSIDIARY" shall mean the wholly owned subsidiary
of UPC to be organized to effect the Merger under the Laws of the State
of Delaware and with the name of UPC Merger Subsidiary, Inc.

"UPC MERGER SUBSIDIARY COMMON STOCK" shall mean the $1.00 par
value common stock of UPC Merger Subsidiary.

"UPC PREFERRED STOCK" shall mean the no par value preferred
stock of UPC and shall include the (i) Series A Preferred Stock and (ii)
Series E, 8% Cumulative, Convertible Preferred Stock, of UPC ("UPC Series
E Preferred Stock").

"UPC RIGHTS" shall mean the preferred stock purchase rights
issued pursuant to the UPC Rights Agreement.

"UPC RIGHTS AGREEMENT" shall mean that certain Rights
Agreement, dated January 19, 1989, between UPC and UPNB, as Rights Agent.

"UPC SUBSIDIARIES" shall mean the Subsidiaries of UPC and any
corporation, bank, savings association, or other organization acquired as
a Subsidiary of UPC in the future and owned by UPC at the Effective Time.

(b) The terms set forth below shall have the
meanings ascribed thereto in the referenced sections:

<TABLE>
<S> <C>
Allowance Section 5.9
Average Closing Price Section 10.1(g)
Closing Section 1.2
Determination Date Section 10.1(g)
Effective Time Section 1.3
ERISA Affiliate Section 5.15(c)
</TABLE>

- 47 -
<PAGE> 53

<TABLE>
<S> <C>
Exchange Agent Section 4.1
Exchange Ratio Section 3.1(c)
Indemnified Party Section 8.14(a)
Index Group Section 10.1(g)
Index Price Section 10.1(g)
Index Ratio Section 10.1(g)
Magna Benefit Plans Section 5.15(a)
Magna Contracts Section 5.16
Magna ERISA Plan Section 5.15(a)
Magna Options Section 3.5(a)
Magna Pension Plan Section 5.15(a)
Magna SEC Reports Section 5.5(a)
Merger Section 1.1
Starting Date Section 10.1(g)
Starting Price Section 10.1(g)
Takeover Laws Section 5.21
Tax Opinion Section 9.1(h)
UPC Ratio Section 10.1(g)
UPC SEC Reports Section 6.4(a)
</TABLE>

(c) Any singular term in this Agreement shall be
deemed to include the plural, and any plural term the singular. Whenever the
words "include," "includes," or "including" are used in this Agreement, they
shall be deemed followed by the words "without limitation."

11.2 EXPENSES.

(a) Except as otherwise provided in this Section
11.2, each of the Parties shall bear and pay all direct costs and expenses
incurred by it or on its behalf in connection with the transactions
contemplated hereunder, including filing, registration and application fees,
printing fees, and fees and expenses of its own financial or other consultants,
investment bankers, accountants, and counsel, except that UPC shall bear and
pay the filing fees payable in connection with the Registration Statement and
the Proxy Statement and the printing costs incurred in connection with the
printing of the Registration Statement and the Proxy Statement.

(b) Nothing contained in this Section 11.2 shall
constitute or shall be deemed to constitute liquidated damages for the willful
breach by a Party of the terms of this Agreement or otherwise limit the rights
of the nonbreaching Party.

11.3 BROKERS AND FINDERS. Except for Montgomery
Securities as to Magna and except for The Robinson- Humphrey Company, Inc. as
to UPC, each of the Parties represents and warrants that neither it nor any of
its officers, directors, employees, or Affiliates has employed any broker or
finder or incurred any Liability for any financial advisory fees, investment
bankers' fees, brokerage fees, commissions, or finders' fees in connection with
this Agreement or the transactions contemplated hereby. In the event of a
claim by any broker or finder based upon his or its representing or being
retained by or allegedly representing or being retained by Magna or

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<PAGE> 54

UPC, each of Magna and UPC, as the case may be, agrees to indemnify and hold
the other Party harmless of and from any Liability in respect of any such
claim.

11.4 ENTIRE AGREEMENT. Except as otherwise expressly
provided herein, this Agreement (including the other documents and instruments
referred to herein or executed in connection with this Agreement) constitutes
the entire agreement between the Parties with respect to the transactions
contemplated hereunder and supersedes all prior arrangements or understandings
with respect thereto, written or oral. Nothing in this Agreement expressed or
implied, is intended to confer upon any Person, other than the Parties or their
respective successors, any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, other than as provided in Sections 8.12 and
8.14 of this Agreement.

11.5 AMENDMENTS. To the extent permitted by Law, this
Agreement may be amended by a subsequent writing signed by each of the Parties
upon the approval of the Boards of Directors of each of the Parties, whether
before or after shareholder approval of this Agreement and the Plan of Merger
has been obtained; provided, that after any such approval by the holders of
Magna Common Stock, there shall be made no amendment that modifies in any
material respect the consideration to be received by the holders of Magna
Common Stock without the further approval of such shareholders.

11.6 WAIVERS.

(a) Prior to or at the Effective Time, UPC,
acting through its Board of Directors, chief executive officer, or other
authorized officer, shall have the right to waive any Default in the
performance of any term of this Agreement by Magna, to waive or extend the time
for the compliance or fulfillment by Magna of any and all of its obligations
under this Agreement, and to waive any or all of the conditions precedent to
the obligations of UPC under this Agreement, except any condition which, if not
satisfied, would result in the violation of any Law. No such waiver shall be
effective unless in writing signed by a duly authorized officer of UPC.

(b) Prior to or at the Effective Time, Magna,
acting through its Board of Directors, chief executive officer, or other
authorized officer, shall have the right to waive any Default in the
performance of any term of this Agreement by UPC, to waive or extend the time
for the compliance or fulfillment by UPC of any and all of its obligations
under this Agreement, and to waive any or all of the conditions precedent to
the obligations of Magna under this Agreement, except any condition which, if
not satisfied, would result in the violation of any Law. No such waiver shall
be effective unless in writing signed by a duly authorized officer of Magna.

(c) The failure of any Party at any time or times
to require performance of any provision hereof shall in no manner affect the
right of such Party at a later time to enforce the same or any other provision
of this Agreement. No waiver of any condition or of the breach of any term
contained in this Agreement in one or more instances shall be deemed to be or
construed as a further or continuing waiver of such condition or breach or a
waiver of any other condition or of the breach of any other term of this
Agreement.

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<PAGE> 55

11.7 ASSIGNMENT. Except as expressly contemplated hereby,
neither this Agreement nor any of the rights, interests, or obligations
hereunder shall be assigned by any Party hereto (whether by operation of Law or
otherwise) without the prior written consent of the other Party. Subject to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the Parties and their respective successors
and assigns.

11.8 NOTICES. All notices or other communications which
are required or permitted hereunder shall be in writing and sufficient if
delivered by hand, by facsimile transmission, by registered or certified mail,
postage pre-paid, or by courier or overnight carrier, to the persons at the
addresses set forth below (or at such other address as may be provided
hereunder), and shall be deemed to have been delivered as of the date so
delivered:

<TABLE>
<S> <C>
Magna: Magna Bancorp, Inc.
100 West Front Street
Hattiesburg, Mississippi 39403-1858
Telecopy Number: (601) 583-7100

Attention: Robert S. Duncan
Chairman of the Board and
Chief Executive Officer

Copy to Counsel: Silver, Freedman & Taff, L.L.P.
1100 New York Avenue, N.W.
Washington, D.C. 20005
Telecopy Number: (202) 682-0354

Attention: Barry P. Taff

UPC: Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Telecopy Number: (901) 580-2877

Attention: Jackson W. Moore
President

Copy to Counsel: Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Telecopy Number: (901) 580-2939

Attention: E. James House, Jr.
Manager, Legal Division
</TABLE>

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<PAGE> 56

Alston & Bird LLP
601 Pennsylvania Avenue
North Building, Suite 250
Washington, D.C. 20004
Telecopy Number: (202) 508-3333

Attention: Frank M. Conner III

11.9 GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the Laws of the State of Tennessee, without
regard to any applicable conflicts of Laws, except to the extent the Laws of
the State of Delaware apply.

11.10 COUNTERPARTS. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.

11.11 CAPTIONS. The captions contained in this Agreement
are for reference purposes only and are not part of this Agreement.

11.12 INTERPRETATIONS. Neither this Agreement nor any
uncertainty or ambiguity herein shall be construed or resolved against any
party, whether under any rule of construction or otherwise. No party to this
Agreement shall be considered the draftsman. The Parties acknowledge and agree
that this Agreement has been reviewed, negotiated, and accepted by all Parties
and their attorneys and shall be construed and interpreted according to the
ordinary meaning of the words used so as fairly to accomplish the purposes and
intentions of all parties hereto.

11.13 ENFORCEMENT OF AGREEMENT. The Parties hereto agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement was not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the
United States or any state having jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity.

11.14 SEVERABILITY. Any term or provision of this
Agreement which is invalid or unenforceable in any jurisdiction shall, as to
that jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable.

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<PAGE> 57

IN WITNESS WHEREOF, each of the Parties has caused this
Agreement to be executed on its behalf and its corporate seal to be hereunto
affixed and attested by officers thereunto as of the day and year first above
written.

<TABLE>
<S> <C>
ATTEST: MAGNA BANCORP, INC.

By: /s/ H. A. Moore, III By: /s/ Robert S. Duncan
--------------------------- ------------------------------------
H. A. Moore, III Robert S. Duncan
Secretary Chairman of the Board and
Chief Executive Officer

[CORPORATE SEAL]

ATTEST: UNION PLANTERS CORPORATION

By: /s/ E.J. House, Jr. By: /s/ Benjamin W. Rawlins, Jr.
--------------------------- ------------------------------------
E.J. House, Jr. Benjamin W. Rawlins, Jr.
Secretary Chairman and Chief Executive Officer

[CORPORATE SEAL]
</TABLE>

- 52 -

<PAGE> 1
EXHIBIT 2.2
STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into
as of May 8, 1997, by and between Magna Bancorp, Inc., a Delaware corporation
("Issuer"), and Union Planters Corporation, a Tennessee corporation
("Grantee").

WHEREAS, Grantee and Issuer have entered into that certain Agreement and
Plan of Reorganization, dated as of May 8, 1997 (the "Merger Agreement"),
providing for, among other things, the merger of a wholly owned Subsidiary of
Grantee with and into Issuer, with Grantee as the surviving entity; and

WHEREAS, as a condition and inducement to Grantee's execution of the
Merger Agreement, Grantee has required that Issuer agree, and Issuer has
agreed, to grant Grantee the Option (as defined below);

NOW, THEREFORE, in consideration of the respective representations,
warranties, covenants and agreements set forth herein and in the Merger
Agreement, and intending to be legally bound hereby, Issuer and Grantee agree
as follows:

1. DEFINED TERMS. Capitalized terms which are used but not defined
herein shall have the meanings ascribed to such terms in the Merger Agreement.

2. GRANT OF OPTION. Subject to the terms and conditions set forth
herein, Issuer hereby grants to Grantee an irrevocable option (the "Option") to
purchase up to 2,737,000 shares (as adjusted as set forth herein, the "Option
Shares," which shall include the Option Shares before and after any transfer of
such Option Shares) of common stock, $0.01 par value per share ("Issuer Common
Stock"), of Issuer at a purchase price per Option Share (subject to adjustment
as set forth herein, the "Purchase Price") equal to $17.50; provided, however,
that in no event shall the number of shares of Issuer Common Stock for which
this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding
shares of Issuer Common stock without giving effect to any shares subject to or
issued pursuant to the Option.

3. EXERCISE OF OPTION.

(a) Provided that (i) Grantee or Holder (as hereinafter
defined), as applicable, shall not be in material breach of its agreements or
covenants contained in this Agreement or the Merger Agreement, and (ii) no
preliminary or permanent injunction or other order against the delivery of
shares covered by the Option issued by any court of competent jurisdiction in
the United States shall be in effect, Holder may exercise the Option, in whole
or in part, at any time and from time to time following the occurrence of a
Purchase Event; provided that the Option shall terminate and be of no further
force and effect upon the earliest to occur of (A) the Effective Time, (B)
termination of the Merger Agreement in accordance with the terms thereof prior
to the occurrence of a Purchase Event or a Preliminary Purchase Event (other
than a termination of the Merger Agreement by Grantee pursuant to (i) Section
10.1(b) thereof (but only if such
<PAGE> 2

termination was a result of a willful breach by Issuer) or (ii) Section 10.1(c)
thereof (each a "Default Termination")), (C) 12 months after a Default
Termination, and (D) 12 months after any termination of the Merger Agreement
(other than a Default Termination) following the occurrence of a Purchase Event
or a Preliminary Purchase Event; provided further, that any purchase of shares
upon exercise of the Option shall be subject to compliance with applicable law,
including, without limitation, the Bank Holding Company Act of 1956, as amended
(the "BHC Act"), and the Home Owners' Loan Act of 1933, as amended (the
"HOLA"). The term "Holder" shall mean the holder or holders of the Option from
time to time, and which initially is the Grantee. The rights set forth in
Section 8 shall terminate when the right to exercise the Option terminates
(other than as a result of a complete exercise of the Option) as set forth
herein.

(b) As used herein, a "Purchase Event" means any of the
following events subsequent to the date of this Agreement:

(i) without Grantee's prior written consent, Issuer shall
have authorized, recommended, publicly proposed or publicly announced an
intention to authorize, recommend or propose, or entered into an
agreement with any person (other than Grantee or any Subsidiary of
Grantee) to effect an Acquisition Transaction (as defined below). As
used herein, the term Acquisition Transaction shall mean (A) a merger,
consolidation or similar transaction involving Issuer or any of its
Subsidiaries (other than transactions solely between Issuer's
Subsidiaries), (B) except as permitted pursuant to Section 7.1 of the
Merger Agreement, the disposition, by sale, lease, exchange or otherwise,
of Assets of Issuer or any of its Subsidiaries representing in either
case 25% or more of the consolidated assets of Issuer and its
Subsidiaries, or (C) the issuance, sale or other disposition of
(including by way of merger, consolidation, share exchange or any similar
transaction) securities representing 25% or more of the voting power of
Issuer or any of its Subsidiaries (any of the foregoing, an "Acquisition
Transaction"); or

(ii) any person (other than Grantee or any Subsidiary of
Grantee) shall have acquired beneficial ownership (as such term is
defined in Rule 13d-3 promulgated under the Exchange Act) of or the right
to acquire beneficial ownership of, or any "group" (as such term is
defined under the Exchange Act), other than a group of which Grantee or
any of its Subsidiaries of Grantee is a member, shall have been formed
which beneficially owns or has the right to acquire beneficial ownership
of, 25% or more of the then-outstanding shares of Issuer Common Stock.

(i) any person (other than Grantee or any Subsidiary of
Grantee) shall have commenced (as such term is defined in Rule 14d-2
under the Exchange Act), or shall have filed a registration statement
under the Securities Act with respect to, a tender offer or exchange
offer to purchase any shares of Issuer Common Stock such that, upon
consummation of such offer, such person would own or control 25% or more
of the then-

- 2 -
<PAGE> 3

outstanding shares of Issuer Common Stock (such an offer being referred
to herein as a "Tender Offer" or an "Exchange Offer," respectively); or

(ii) the holders of Issuer Common Stock shall not have
approved the Merger Agreement at the meeting of such shareholders held
for the purpose of voting on the Merger Agreement, such meeting shall not
have been held or shall have been canceled prior to termination of the
Merger Agreement, or Issuer's Board of Directors shall have withdrawn or
modified in a manner adverse to Grantee the recommendation of Issuer's
Board of Directors with respect to the Merger Agreement, in each case
after it shall have been publicly announced that any person (other than
Grantee or any Subsidiary of Grantee) shall have (A) made a proposal to
engage in an Acquisition Transaction, (B) commenced a Tender Offer or
filed a registration statement under the Securities Act with respect to
an Exchange Offer, or (C) filed an application (or given a notice),
whether in draft or final form, under any federal or state statute or
regulation (including a notice filed under the HSR Act and an application
or notice filed under the BHC Act, the HOLA, the Bank Merger Act, or the
Change in Bank Control Act of 1978) seeking the Consent to an Acquisition
Transaction from any federal or state governmental or regulatory
authority or agency.

As used in this Agreement, "person" shall have the meaning specified in
Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

(d) In the event Holder wishes to exercise the Option, it shall
send to Issuer a written notice (the date of which being herein referred to as
the "Notice Date") specifying (i) the total number of Option Shares it intends
to purchase pursuant to such exercise and (ii) a place and date not earlier
than three business days nor later than 15 business days from the Notice Date
for the closing (the "Closing") of such purchase (the "Closing Date"). If
prior Consent of any governmental or regulatory agency or authority is required
in connection with such purchase, Issuer shall cooperate with Holder in the
filing of the required notice or application for such Consent and the obtaining
of such Consent and the Closing shall occur immediately following receipt of
such Consents (and expiration of any mandatory waiting periods).

(e) Notwithstanding any other provision of this Agreement to the
contrary, in no event shall:

(i) Holder's (taking into account all other Holders) Total
Profit (as defined below) exceed $15 million and, if it otherwise would
exceed such amount, Holder, at its sole election, shall either (A) reduce
the number of shares of Issuer Common Stock subject to the Option, (B)
deliver to Issuer for cancellation Option Shares previously purchased by
Holder, (C) pay cash to Issuer, or (D) any combination of the foregoing,
so that Holder's actually realized Total Profit shall not exceed $15
million after taking into account the foregoing actions; and

(ii) the Option be exercised for a number of shares of
Issuer Common Stock as would, as of the date of exercise, result in a
Notional Total Profit (as defined below) of

- 3 -

<PAGE> 4

more than $15 million; provided, that nothing in this clause (ii) shall
restrict any exercise of the Option permitted hereby on any subsequent
date.

As used in this Agreement, the term "Total Profit" shall mean the aggregate sum
(prior to the payment of taxes) of the following: (i) the amount received by
Holder pursuant to Issuer's repurchase of the Option (or any portion thereof)
pursuant to Section 8; (ii) (x) the amount received by Holder pursuant to
Issuer's repurchase of Option Shares pursuant to Section 8, less (y) Holder's
purchase price for such Option Shares; (iii) (x) the net cash amounts received
by Holder pursuant to the sale of Option Shares (or any other securities into
which such Option Shares shall be converted or exchanged) to any unaffiliated
person, less (y) Holder's purchase price of such Option Shares; and (iv) any
amounts received by Grantee on the transfer of the Option (or any portion
thereof) to any unaffiliated person.

As used in this Agreement, the term "Notional Total Profit" with respect to any
number of shares of Issuer Common Stock as to which Holder may propose to
exercise the Option shall be the Total Profit determined as of the date of such
proposed exercise, assuming that the Option were exercised on such date for
such number of shares and assuming that such shares, together with all other
Option Shares held by Holder and its affiliates as of such date, were sold for
cash at the closing sale price per share of Issuer Common Stock as quoted on
the Nasdaq National Market (or, if Issuer Common Stock is not then quoted on
the Nasdaq National Market, the highest bid price per share as quoted on the
principal trading market or securities exchange on which such shares are traded
as reported by a recognized source chosen by Holder) as of the close of
business on the preceding trading day (less customary brokerage commissions).

(f) Grantee agrees, promptly following any exercise of all or
any portion of the Option, and subject to its rights under Section 8, to use
commercially reasonable efforts promptly to maximize the value of Option Shares
purchased, taking into account market conditions, the number of Option Shares,
the potential negative impact of substantial sales on the market price for
Issuer Common Stock, and availability of an effective registration statement to
permit public sale of Option Shares.

4. PAYMENT AND DELIVERY OF CERTIFICATES.

(a) On each Closing Date, Holder shall (i) pay to Issuer, in
immediately available funds by wire transfer to a bank account designated by
Issuer, an amount equal to the Purchase Price multiplied by the number of
Option Shares to be purchased on such Closing Date, and (ii) present and
surrender this Agreement to the Issuer at the address of the Issuer specified
in Section 13(f) hereof.

(b) At each Closing, simultaneously with the delivery of
immediately available funds and surrender of this Agreement as provided in
Section 4(a), (i) Issuer shall deliver to Holder (A) a certificate or
certificates representing the Option Shares to be purchased at such Closing,
which Option Shares shall be free and clear of all liens, claims, charges and
encumbrances of any kind whatsoever and subject to no pre-emptive rights, and
(B) if the Option is exercised in part only, an executed new agreement with the
same terms as this Agreement evidencing the right to

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<PAGE> 5

purchase the balance of the shares of Issuer Common Stock purchasable
hereunder, and (ii) Holder shall deliver to Issuer a letter agreeing that
Holder shall not offer to sell or otherwise dispose of such Option Shares in
violation of applicable federal and state law or of the provisions of this
Agreement.

(c) In addition to any other legend that is required by
applicable law, certificates for the Option Shares delivered at each Closing
shall be endorsed with a restrictive legend which shall read substantially as
follows:

THE TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
RESTRICTIONS ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
PURSUANT TO THE TERMS OF A STOCK OPTION AGREEMENT DATED AS OF MAY 8,
1997. A COPY OF SUCH AGREEMENT WILL BE PROVIDED TO THE HOLDER HEREOF
WITHOUT CHARGE UPON RECEIPT BY THE ISSUER OF A WRITTEN REQUEST THEREFOR.

It is understood and agreed that the above legend shall be removed by delivery
of substitute certificate(s) without such legend if Holder shall have delivered
to Issuer a copy of a letter from the staff of the SEC, or an opinion of
counsel in form and substance reasonably satisfactory to Issuer and its
counsel, to the effect that such legend is not required for purposes of the
Securities Act.

5. REPRESENTATIONS AND WARRANTIES OF ISSUER. Issuer hereby
represents and warrants to Grantee as follows:

(a) Issuer has all requisite corporate power and authority to
enter into this Agreement and, subject to any approvals referred to
herein, to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Issuer. This Agreement has
been duly executed and delivered by Issuer.

(b) Issuer has taken all necessary corporate and other action to
authorize and reserve and to permit it to issue, and, at all times from
the date hereof until the obligation to deliver Issuer Common Stock upon
the exercise of the Option terminates, will have reserved for issuance,
upon exercise of the Option, the number of shares of Issuer Common Stock
necessary for Holder to exercise the Option, and Issuer will take all
necessary corporate action to authorize and reserve for issuance all
additional shares of Issuer Common Stock or other securities which may be
issued pursuant to Section 7 upon exercise of the Option. The shares of
Issuer Common Stock to be issued upon due exercise of the Option,
including all additional shares of Issuer Common Stock or other
securities which may be issuable pursuant to Section 7, upon issuance
pursuant hereto, shall be duly and validly issued, fully paid, and
nonassessable, and shall be delivered free and clear of all liens,
claims, charges,

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<PAGE> 6

and encumbrances of any kind or nature whatsoever, including any
preemptive rights of any shareholder of Issuer.

6. REPRESENTATIONS AND WARRANTS OF GRANTEE. Grantee hereby
represents and warrants to Issuer that:

(a) Grantee has all requisite corporate power and authority to
enter into this Agreement and, subject to any approvals or consents
referred to herein, to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Grantee. This Agreement has
been duly executed and delivered by Grantee.

(b) This Option is not being, and any Option Shares or other
securities acquired by Grantee upon exercise of the Option will not be,
acquired with a view to the public distribution thereof and will not be
transferred or otherwise disposed of except in a transaction registered
or exempt from registration under the Securities Laws.

7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC.

(a) In the event of any change in Issuer Common Stock by reason
of a stock dividend, stock split, split- up, recapitalization, combination,
exchange of shares or similar transaction, the type and number of shares or
securities subject to the Option, and the Purchase Price therefor, shall be
adjusted appropriately, and proper provision shall be made in the agreements
governing such transaction so that Holder shall receive, upon exercise of the
Option, the number and class of shares or other securities or property that
Holder would have received in respect of Issuer Common Stock if the Option had
been exercised immediately prior to such event, or the record date therefor, as
applicable. If any additional shares of Issuer Common Stock are issued after
the date of this Agreement (other than pursuant to an event described in the
first sentence of this Section 7(a) or pursuant to this Option), the number of
shares of Issuer Common Stock subject to the Option shall be adjusted so that,
after such issuance, it, together with any shares of Issuer Common Stock
previously issued pursuant hereto, equals 19.9% of the number of shares of
Issuer Common Stock then issued and outstanding, without giving effect to any
shares subject to or issued pursuant to the Option.

(b) In the event that Issuer shall enter in an agreement: (i) to
consolidate with or merge into any person, other than Grantee or one of its
Subsidiaries, and shall not be the continuing or surviving corporation of such
consolidation or merger; (ii) to permit any person, other than Grantee or one
of its Subsidiaries, to merge into Issuer and Issuer shall be the continuing or
surviving corporation, but, in connection with such merger, the then
outstanding shares of Issuer Common Stock shall be changed into or exchanged
for stock or other securities of Issuer or any other person or cash or any
other property or the outstanding shares of Issuer Common Stock immediately
prior to such merger shall after such merger represent less than 50% of the
outstanding shares and share equivalents of the merged company; or (iii) to
sell or otherwise transfer all or substantially all of its Assets to any
person, other than Grantee or one of

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<PAGE> 7

its Subsidiaries, then, and in each such case, the agreement governing such
transaction shall make proper provisions so that the Option shall, upon the
consummation of any such transaction and upon the terms and conditions set
forth herein, be converted into, or exchanged for, an option (the "Substitute
Option"), at the election of Grantee, of either (x) the Acquiring Corporation
(as defined below), (y) any person that controls the Acquiring Corporation, or
(z) in the case of a merger described in clause (ii), the Issuer (in each case,
such person being referred to as the "Substitute Option Issuer").

(c) The Substitute Option shall have the same terms as the
Option, provided that, if the terms of the Substitute Option cannot, for legal
reasons, be the same as the Option, such terms shall be as similar as possible
and in no event less advantageous to Grantee. The Substitute Option Issuer
shall also enter into an agreement with the then-holder or holders of the
Substitute Option in substantially the same form as this Agreement, which shall
be applicable to the Substitute Option.

(d) The Substitute Option shall be exercisable for such number
of shares of the Substitute Common Stock (as hereinafter defined) as is equal
to the Assigned Value (as hereinafter defined) multiplied by the number of
shares of the Issuer Common Stock for which the Option was theretofore
exercisable, divided by the Average Price (as hereinafter defined). The
exercise price of the Substitute Option per share of the Substitute Common
Stock (the "Substitute Purchase Price") shall then be equal to the Purchase
Price multiplied by a fraction in which the numerator is the number of shares
of the Issuer Common Stock for which the Option was theretofore exercisable and
the denominator is the number of shares for which the Substitute Option is
exercisable.

(e) The following terms have the meanings indicated:

(i) "Acquiring Corporation" shall mean (x) the continuing
or surviving corporation of a consolidation or merger with Issuer (if
other than Issuer), (y) Issuer in a merger in which Issuer is the
continuing or surviving person, and (z) the transferee of all or any
substantial part of the Issuer's assets (or the assets of its
Subsidiaries).

(ii) "Substitute Common Stock" shall mean the common stock
issued by the Substitute Option Issuer upon exercise of the Substitute
Option.

(iii) "Assigned Value" shall mean the highest of (x) the
price per share of the Issuer Common Stock at which a Tender Offer or
Exchange Offer therefor has been made by any person (other than Grantee),
(y) the price per share of the Issuer Common Stock to be paid by any
person (other than the Grantee) pursuant to an agreement with Issuer, and
(z) the highest closing sales price per share of Issuer Common Stock
quoted on the Nasdaq National Market (or if Issuer Common Stock is not
quoted on the Nasdaq National Market, the highest bid price per share on
any day as quoted on the principal trading market or securities exchange
on which such shares are traded as reported by a recognized source chosen
by Grantee) within the six-month period immediately preceding the
agreement; provided, that in the event of a sale of less than all of
Issuer's assets, the Assigned Value

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<PAGE> 8

shall be the sum of the price paid in such sale for such assets and the
current market value of the remaining assets of Issuer as determined by a
nationally recognized investment banking firm selected by Grantee (or by
a majority in interest of the Grantees if there shall be more than one
Grantee (a "Grantee Majority")), divided by the number of shares of the
Issuer Common Stock outstanding at the time of such sale. In the event
that an exchange offer is made for the Issuer Common Stock or an
agreement is entered into for a merger or consolidation involving
consideration other than cash, the value of the securities or other
property issuable or deliverable in exchange for the Issuer Common Stock
shall be determined by a nationally recognized investment banking firm
mutually selected by Grantee and Issuer (or if applicable, Acquiring
Corporation), provided that if a mutual selection cannot be made as to
such investment banking firm, it shall be selected by Grantee. (If there
shall be more than one Grantee, any such selection shall be made by a
Grantee Majority.)

(iv) "Average Price" shall mean the average closing price
of a share of the Substitute Common Stock for the one year immediately
preceding the consolidation, merger or sale in question, but in no event
higher than the closing price of the shares of the Substitute Common
Stock on the day preceding such consolidation, merger or sale; provided
that if Issuer is the issuer of the Substitute Option, the Average Price
shall be computed with respect to a share of common stock issued by
Issuer, the person merging into Issuer or by any company which controls
or is controlled by such merger person, as Grantee may elect.

(f) In no event pursuant to any of the foregoing paragraphs
shall the Substitute Option be exercisable for more than 19.9% of the aggregate
of the shares of the Substitute Common Stock outstanding prior to exercise of
the Substitute Option. In the event that the Substitute Option would be
exercisable for more than 19.9% of the aggregate of the shares of Substitute
Common Stock but for this clause (f), the Substitute Option Issuer shall make a
cash payment to Grantee equal to the excess of (i) the value of the Substitute
Option without giving effect to the limitation in this clause (f) over (ii) the
value of the Substitute Option after giving effect to the limitation in this
clause (f). This difference in value shall be determined by a nationally
recognized investment banking firm selected by Grantee (or a Grantee Majority).

(g) Issuer shall not enter into any transaction described in
subsection (b) of this Section 7 unless the Acquiring Corporation and any
person that controls the Acquiring Corporation assume in writing all the
obligations of Issuer hereunder and take all other actions that may be
necessary so that the provisions of this Section 7 are given full force and
effect (including, without limitation, any action that may be necessary so that
the shares of Substitute Common Stock are in no way distinguishable from or
have lesser economic value than other shares of common stock issued by the
Substitute Option Issuer).

(h) The provisions of Sections 8, 9, 10 and 11 shall apply, with
appropriate adjustments, to any securities for which the Option becomes
exercisable pursuant to this Section 7 and, as applicable, references in such
sections to "Issuer," "Option," "Purchase Price" and "Issuer Common Stock"
shall be deemed to be references to "Substitute Option Issuer," "Substitute
Option," "Substitute Purchase Price" and "Substitute Common Stock,"
respectively.

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<PAGE> 9

8. REPURCHASE AT THE OPTION OF HOLDER.

(a) Subject to the last sentence of Section 3(a), at the request
of Holder at any time commencing upon the first occurrence of a Repurchase
Event (as defined in Section 8(d)) and ending 12 months immediately thereafter,
Issuer shall repurchase from Holder the Option and all shares of Issuer Common
Stock purchased by Holder pursuant hereto with respect to which Holder then has
beneficial ownership. The date on which Holder exercises its rights under this
Section 8 is referred to as the "Request Date." Such repurchase shall be at an
aggregate price (the "Section 8 Repurchase Consideration") equal to the sum of:

(i) the aggregate Purchase Price paid by Holder for any
shares of Issuer Common Stock acquired by Holder pursuant to the Option
with respect to which Holder then has beneficial ownership;

(ii) the excess, if any, of (x) the Applicable Price (as
defined below) for each share of Issuer Common Stock over (y) the
Purchase Price (subject to adjustment pursuant to Section 7), multiplied
by the number of shares of Issuer Common Stock with respect to which the
Option has not been exercised; and

(iii) the excess, if any, of the Applicable Price over the
Purchase Price (subject to adjustment pursuant to Section 7) paid (or, in
the case of Option Shares with respect to which the Option has been
exercised but the Closing Date has not occurred, payable) by Holder for
each share of Issuer Common Stock with respect to which the Option has
been exercised and with respect to which Holder then has beneficial
ownership, multiplied by the number of such shares.

(b) If Holder exercises its rights under this Section 8, Issuer
shall, within ten business days after the Request Date, pay the Section 8
Repurchase Consideration to Holder in immediately available funds, and
contemporaneously with such payment Holder shall surrender to Issuer the Option
and the certificates evidencing the shares of Issuer Common Stock purchased
thereunder with respect to which Holder then has beneficial ownership, and
Holder shall warrant that it has sole record and beneficial ownership of such
shares and that the same are then free and clear of all liens, claims, charges
and encumbrances of any kind whatsoever. Notwithstanding the foregoing, to the
extent that prior notification to or Consent of any governmental or regulatory
agency or authority is required in connection with the payment of all or any
portion of the Section 8 Repurchase Consideration, Holder shall have the
ongoing option to revoke its request for repurchase pursuant to Section 8, in
whole or in part, or to require that Issuer deliver from time to time that
portion of the Section 8 Repurchase Consideration that it is not then so
prohibited from paying and promptly file the required notice or application for
Consent and expeditiously process the same (and each party shall cooperate with
the other in the filing of any such notice or application and the obtaining of
any such Consent). If any governmental or regulatory agency or authority
disapproves of any part of Issuer's proposed repurchase pursuant to this
Section 8,

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<PAGE> 10

Issuer shall promptly give notice of such fact to Holder. If any governmental
or regulatory agency or authority prohibits the repurchase in part but not in
whole, then Holder shall have the right (i) to revoke the repurchase request or
(ii) to the extent permitted by such agency or authority, determine whether the
repurchase should apply to the Option and/or Option Shares and to what extent
to each, and Holder shall thereupon have the right to exercise the Option as to
the number of Option Shares for which the Option was exercisable at the Request
Date less the sum of the number of shares covered by the Option in respect of
which payment has been made pursuant to Section 8(a)(ii) and the number of
shares covered by the portion of the Option (if any) that has been repurchased.
Holder shall notify Issuer of its determination under the preceding sentence
within five business days of receipt of notice of disapproval of the
repurchase.

Notwithstanding anything herein to the contrary, all of
Holder's rights under this Section 8 shall terminate on the date of termination
of this Option pursuant to Section 3(a).

(c) For purposes of this Agreement, the "Applicable Price" means
the highest of (i) the highest price per share of Issuer Common Stock paid for
any such share by the person or groups described in Section 8(d)(i), (ii) the
price per share of Issuer Common Stock received by holders of Issuer Common
Stock in connection with any merger or other business combination transaction
described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii), or (iii) the highest
closing sales price per share of Issuer Common Stock quoted on the Nasdaq
National Market (or if Issuer Common Stock is not quoted on the Nasdaq National
Market, the highest bid price per share as quoted on the principal trading
market or securities exchange on which such shares are traded as reported by a
recognized source chosen by Holder) during the 60 business days preceding the
Request Date; provided, however, that in the event of a sale of less than all
of Issuer's Assets, the Applicable Price shall be the sum of the price paid in
such sale for such assets and the current market value of the remaining assets
of Issuer as determined by an independent nationally recognized investment
banking firm selected by Holder and reasonably acceptable to Issuer (which
determination shall be conclusive for all purposes of this Agreement), divided
by the number of shares of the Issuer Common Stock outstanding at the time of
such sale. If the consideration to be offered, paid or received pursuant to
either of the foregoing clauses (i) or (ii) shall be other than in cash, the
value of such consideration shall be determined in good faith by an independent
nationally recognized investment banking firm selected by Holder and reasonably
acceptable to Issuer, which determination shall be conclusive for all purposes
of this Agreement.

(d) As used herein, "Repurchase Event" shall occur if (i) any
person (other than Grantee or any Subsidiary of Grantee) shall have acquired
actual ownership or control, or any "group" (as such term is defined under the
1934 Act) shall have been formed which shall have acquired actual ownership or
control, of 50% or more of the then-outstanding shares of Issuer Common Stock,
or (ii) any of the transactions described in Section 7(b)(i), 7(b)(ii) or
7(b)(iii) shall be consummated.

(e) In connection with the application of the provisions of this
Section 8, Grantee acknowledges (i) that Issuer's ability to fund the Section 8
Repurchase Consideration in accordance with the provisions of this Section 8
may be dependent upon the payment by Issuer's Subsidiaries of a capital
distribution or distributions ("Capital Distribution") to Issuer and that any

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<PAGE> 11

such Capital Distribution will be subject to the prior approval of the Federal
Reserve Board and the principal federal and state regulatory agencies having
jurisdiction over Issuer's Subsidiary banks, and (ii) that, unless there has
been an agreement of the type described in Section 7(b), Issuer's obligations
under this Section 8 do not impose on Issuer an obligation to otherwise finance
the payment of the Section 8 Repurchase Consideration through the incurrence of
indebtedness or the issuance of capital instruments or securities by Issuer in
either case sufficient in amount to satisfy the payment of the Section 8
Repurchase Consideration. Accordingly, Issuer shall not be deemed to be in
breach of this Section 8 if, after making its best efforts to obtain regulatory
authorization for a Capital Distribution required to pay the Section 8
Repurchase Consideration, it is unable to do so.

9. REGISTRATION RIGHTS.

(a) Following termination of the Merger Agreement (provided that
the Option shall not have terminated), Issuer shall, subject to the conditions
of subparagraph (c) below, if requested by any Holder, including Grantee and
any permitted transferee ("Selling Holder"), as expeditiously as possible
prepare and file a registration statement under the Securities Laws if
necessary in order to permit the sale or other disposition of any or all shares
of Issuer Common Stock or other securities that have been acquired by or are
issuable to Selling Holder upon exercise of the Option in accordance with the
intended method of sale or other disposition stated by Holder in such request
(it being understood and agreed that any such sale or other disposition shall
be effected on a widely distributed basis so that, upon consummation thereof,
no purchaser or transferee shall beneficially own more than 2% of the shares of
Issuer Common Stock then outstanding), including, without limitation, a "shelf"
registration statement under Rule 415 under the Securities Act or any successor
provision, and Issuer shall use its best efforts to qualify such shares or
other securities for sale under any applicable state securities laws. Each
such Holder shall provide all information reasonably requested by Issuer for
inclusion in any registration statement to be filed hereunder.

(b) If Issuer at any time after the exercise of the Option
proposes to register any shares of Issuer Common Stock under the Securities
Laws in connection with an underwritten public offering of such Issuer Common
Stock, Issuer will promptly give written notice to Holder of its intention to
do so and, upon the written request of Holder given within 30 days after
receipt of any such notice (which request shall specify the number of shares of
Issuer Common Stock intended to be included in such underwritten public
offering by Selling Holder), Issuer will cause all such shares, the holders of
which shall have requested participation in such registration, to be so
registered and included in such underwritten public offering; provided, that
Issuer may elect to not cause any such shares to be so registered (i) if the
underwriters in good faith object for valid business reasons, or (ii) in the
case of a registration solely to implement a dividend reinvestment or similar
plan, an employee benefit plan or a registration filed on Form S-4 or any
successor form, or a registration filed on a form which does not permit
registrations of resales; provided, further, that such election pursuant to
clause (i) may only be made once. If some but not all the shares of Issuer
Common Stock, with respect to which Issuer shall have received requests for
registration pursuant to this subparagraph (b), shall be excluded from such
registration, Issuer shall make appropriate allocation of shares to be
registered among Selling Holders and any other

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<PAGE> 12

person (other than Issuer or any person exercising demand registration rights
in connection with such registration) who or which is permitted to register
their shares of Issuer Common Stock in connection with such registration pro
rata in the proportion that the number of shares requested to be registered by
each Selling Holder bears to the total number of shares requested to be
registered by all persons then desiring to have Issuer Common Stock registered
for sale.

(c) Issuer shall use all reasonable efforts to cause the
registration statement referred to in subparagraph (a) above to become
effective and to obtain all consents or waivers of other parties which are
required therefor and to keep such registration statement effective, provided,
that Issuer may delay any registration of Option Shares required pursuant to
subparagraph (a) above for a period not exceeding 90 days provided Issuer shall
in good faith determine that any such registration would adversely affect an
offering or contemplated offering of other securities by Issuer, and Issuer
shall not be required to register Option Shares under the Securities Laws
pursuant to subparagraph (a) above:

(i) prior to the earliest of (A) termination of the
Merger Agreement pursuant to Section 10.1 thereof, (B) failure to obtain
the requisite shareholder approval pursuant to Section 9.1(a) of the
Merger Agreement, and (C) a Purchase Event or a Preliminary Purchase
Event;

(ii) more than once;

(iii) within 90 days after the effective date of a
registration referred to in subparagraph (b) above pursuant to which the
Selling Holders concerned were afforded the opportunity to register such
shares under the Securities Laws and such shares were registered as
requested; and

(iv) unless a request therefor is made to Issuer by
Selling Holders holding at least 25% or more of the aggregate number of
Option Shares then outstanding.

In addition to the foregoing, Issuer shall not be required
to maintain the effectiveness of any registration statement after the
expiration of 120 days from the effective date of such registration statement.
Issuer shall use all reasonable efforts to make any filings, and take all
steps, under all applicable state securities laws to the extent necessary to
permit the sale or other disposition of the Option Shares so registered in
accordance with the intended method of distribution for such shares, provided,
that Issuer shall not be required to consent to general jurisdiction or qualify
to do business in any state where it is not otherwise required to so consent to
such jurisdiction or to so qualify to do business.

(d) Except where applicable state law prohibits such payments,
Issuer will pay all expenses (including without limitation registration fees,
qualification fees, blue sky fees and expenses (including the fees and expenses
of Issuer's counsel), accounting expenses, printing expenses, expenses of
underwriters, excluding discounts and commissions but including liability
insurance if Issuer so desires or the underwriters so require, and the
reasonable fees and expenses of any necessary special experts) in connection
with each registration pursuant to subparagraph

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<PAGE> 13

(a) or (b) above (including the related offerings and sales by Selling Holders)
and all other qualifications, notifications or exemptions pursuant to
subparagraph (a) or (b) above. Underwriting discounts and commissions relating
to Option Shares and any other expenses incurred by such Selling Holders in
connection with any such registration (including expenses of Selling Holders'
counsel) shall be borne by such Selling Holders.

(e) In connection with any registration under subparagraph (a)
or (b) above Issuer hereby indemnifies the Selling Holders, and each
underwriter thereof, including each person, if any, who controls such holder or
underwriter within the meaning of Section 15 of the Securities Act, against all
expenses, losses, claims, damages and liabilities caused by any untrue
statement of a material fact contained in any registration statement or
prospectus or notification or offering circular (including any amendments or
supplements thereto) or any preliminary prospectus, or caused by any omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such expenses,
losses, claims, damages or liabilities of such indemnified party are caused by
any untrue statement or alleged untrue statement that was included by Issuer in
any such registration statement or prospectus or notification or offering
circular (including any amendments or supplements thereto) in reliance upon and
in conformity with, information furnished in writing to Issuer by such
indemnified party expressly for use therein, and Issuer and each officer,
director and controlling person of Issuer shall be indemnified by such Selling
Holder, or by such underwriter, as the case may be, for all such expenses,
losses, claims, damages and liabilities caused by any untrue, or alleged
untrue, statement, that was included by Issuer in any such registration
statement or prospectus or notification or offering circular (including any
amendments or supplements thereto) in reliance upon, and in conformity with,
information furnished in writing to Issuer by such holder or such underwriter,
as the case may be, expressly for such use.

Promptly upon receipt by a party indemnified under this
subparagraph (e) of notice of the commencement of any action against such
indemnified party in respect of which indemnity or reimbursement may be sought
against any indemnifying party under this subparagraph (e), such indemnified
party shall notify the indemnifying party in writing of the commencement of
such action, but the failure so to notify the indemnifying party shall not
relieve it of any liability which it may otherwise have to any indemnified
party under this subparagraph (e). In case notice of commencement of any such
action shall be given to the indemnifying party as above provided, the
indemnifying party shall be entitled to participate in and, to the extent it
may wish, jointly with any other indemnifying party similarly notified, to
assume the defense of such action at its own expense, with counsel chosen by it
and satisfactory to such indemnified party. The indemnified party shall have
the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel (other than
reasonable costs of investigation) shall be paid by the indemnified party
unless (i) the indemnifying party either agrees to pay the same, (ii) the
indemnifying party falls to assume the defense of such action with counsel
satisfactory to the indemnified party, or (iii) the indemnified party has been
advised by counsel that one or more legal defenses may be available to the
indemnifying party that may be contrary to the interest of the indemnified
party, in which case the indemnifying party shall be entitled to assume the
defense of such action notwithstanding its obligation to bear fees and

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<PAGE> 14

expenses of such counsel. No indemnifying party shall be liable for any
settlement entered into without its consent, which consent may not be
unreasonably withheld.

If the indemnification provided for in this subparagraph (e)
is unavailable to a party otherwise entitled to be indemnified in respect of
any expenses, losses, claims, damages or liabilities referred to herein, then
the indemnifying party, in lieu of indemnifying such party otherwise entitled
to be indemnified, shall contribute to the amount paid or payable by such party
to be indemnified as a result of such expenses, losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative
benefits received by Issuer, all Selling Holders and the underwriters from the
offering of the securities and also the relative fault of Issuer, all Selling
Holders and the underwriters in connection with the statements or omissions
which resulted in such expenses, losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The amount paid or
payable by a party as a result of the expenses, losses, claims, damages and
liabilities referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim; provided, that in no case shall
any Selling Holder be responsible, in the aggregate, for any amount in excess
of the net offering proceeds attributable to its Option Shares included in the
offering. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. Any
obligation by any holder to indemnify shall be several and not joint with other
holders.

In connection with any registration pursuant to subparagraph
(a) or (b) above, Issuer and each Selling Holder (other than Grantee) shall
enter into an agreement containing the indemnification provisions of this
subparagraph (e).

(f) Issuer shall comply with all reporting requirements and will
do all such other things as may be necessary to permit the expeditious sale at
any time of any Option Shares by Holder in accordance with and to the extent
permitted by any rule or regulation promulgated by the SEC from time to time,
including, without limitation, Rules 144 and 144A.

(g) Issuer will pay all stamp taxes in connection with the
issuance and the sale of the Option Shares and in connection with the exercise
of the Option, and will save Holder harmless, without limitation as to time,
against any and all liabilities, with respect to all such taxes.

10. QUOTATION; LISTING. If Issuer Common Stock or any other
securities to be acquired upon exercise of the Option are then authorized for
quotation or trading or listing on the Nasdaq National Market or any other
securities exchange or any automated quotations system maintained by a
self-regulatory organization, Issuer, upon the request of Holder, will promptly
file an application, if required, to authorize for quotation or trading or
listing the shares of Issuer Common Stock or other securities to be acquired
upon exercise of the Option on the Nasdaq National Market or any other
securities exchange or any automated quotations system maintained by a
self-regulatory organization and will use its best efforts to obtain approval,
if required, of such quotation or listing as soon as practicable.

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<PAGE> 15

11. DIVISION OF OPTION. This Agreement (and the Option granted
hereby) are exchangeable, without expense, at the option of Holder, upon
presentation and surrender of this Agreement at the principal office of Issuer
for other Agreements providing for Options of different denominations entitling
the holder thereof to purchase in the aggregate the same number of shares of
Issuer Common Stock purchasable hereunder. The terms "Agreement" and "Option"
as used herein include any other Agreements and related Options for which this
Agreement (and the Option granted hereby) may be exchanged. Upon receipt by
Issuer of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Agreement, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon surrender and
cancellation of this Agreement, if mutilated, Issuer will execute and deliver a
new Agreement of like tenor and date. Any such new Agreement executed and
delivered shall constitute an additional contractual obligation on the part of
Issuer, whether or not the Agreement so lost, stolen, destroyed or mutilated
shall at any time be enforceable by anyone.

12. MISCELLANEOUS.

(A) EXPENSES. Except as otherwise provided in Section 9, each
of the parties hereto shall bear and pay all costs and expenses incurred by it
or on its behalf in connection with the transactions contemplated hereunder,
including fees and expenses of its own financial consultants, investment
bankers, accountants and counsel.

(B) WAIVER AND AMENDMENT. Any provision of this Agreement may
be waived at any time by the party that is entitled to the benefits of such
provision. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.

(C) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARY; SEVERABILITY.
This Agreement, together with the Merger Agreement and the other documents and
instruments referred to herein and therein, between Grantee and Issuer (a)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof and (b) is not intended to confer upon any person other
than the parties hereto (other than any transferees of the Option Shares or any
permitted transferee of this Agreement pursuant to Section 12(h) and other than
as provided in the Merger Agreement) any rights or remedies hereunder. If any
term, provision, covenant or restriction of this Agreement is held by a court
of competent jurisdiction or a federal or state governmental or regulatory
agency or authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
If for any reason such court or regulatory agency determines that the Option
does not permit Holder to acquire, or does not require Issuer to repurchase,
the full number of shares of Issuer Common Stock as provided in Sections 3 and
8 (as adjusted pursuant to Section 7), it is the express intention of Issuer to
allow Holder to acquire or to require Issuer to repurchase such lesser number
of shares as may be permissible without any amendment or modification hereof.

- 15 -

<PAGE> 16

(D) GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of Tennessee without regard
to any applicable conflicts of law rules.

(E) DESCRIPTIVE HEADINGS. The descriptive headings contained
herein are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.

(F) NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
telecopied (with confirmation) or mailed by registered or certified mail
(return receipt requested) to the parties at the addresses set forth in the
Merger Agreement(or at such other address for a party as shall be specified by
like notice).

(G) COUNTERPARTS. This Agreement and any amendments hereto may
be executed in two counterparts, each of which shall be considered one and the
same agreement and shall become effective when both counterparts have been
signed, it being understood that both parties need not sign the same
counterpart.

(H) ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder or under the Option shall be assigned by any
of the parties hereto (whether by operation of law or otherwise) without the
prior written consent of the other party, except that Grantee may assign this
Agreement to a wholly owned Subsidiary of Grantee and Grantee may assign its
rights hereunder in whole or in part after the occurrence of a Purchase Event.
Subject to the preceding sentence, this Agreement shall be binding upon, inure
to the benefit of and be enforceable by the parties and their respective
successors and assigns.

(I) FURTHER ASSURANCES. In the event of any exercise of the
Option by Holder, Issuer and Holder shall execute and deliver all other
documents and instruments and take all other action that may be reasonably
necessary in order to consummate the transactions provided for by such
exercise.

(J) SPECIFIC PERFORMANCE. The parties hereto agree that this
Agreement may be enforced by either party through specific performance,
injunctive relief and other equitable relief. Both parties further agree to
waive any requirement for the securing or posting of any bond in connection
with the obtaining of any such equitable relief and that this provision is
without prejudice to any other rights that the parties hereto may have for any
failure to perform this Agreement.

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<PAGE> 17

IN WITNESS WHEREOF, Issuer and Grantee have caused this Stock Option
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the day and year first written above.

<TABLE>
<S> <C>
ATTEST: MAGNA BANCORP, INC.

By: /s/ H. A. Moore, III By: /s/ Robert S. Duncan
------------------------------------------ ---------------------------------------------------
H. A. Moore, III Robert S. Duncan
Secretary Chairman of the Board and
Chief Executive Officer

[CORPORATE SEAL]

ATTEST: UNION PLANTERS CORPORATION

By: /s/ E. J. House, Jr. By: /s/ Benjamin W. Rawlins, Jr.
------------------------------------------ ----------------------------------------------
E.J. House, Jr. Benjamin W. Rawlins, Jr.
Secretary Chairman and Chief Executive Officer

[CORPORATE SEAL]
</TABLE>

- 17 -

<PAGE> 1
EXHIBIT 99

MAGNA BANCORP, INC.

MAGNA BANCORP TO AFFILIATE WITH UNION PLANTERS

MEMPHIS, TENNESSEE (NYSE: UPC) - - May 8, 1997 - - Union Planters Corporation,
the $15 billion asset Memphis-based bank holding company and Magna Bancorp, Inc.
(NASDAQ: MGNL), the $1.3 billion asset parent company of Magnolia Federal Bank
for Savings announced today they have agreed to merge.

The announcement was made jointly by Benjamin W. Rawlins, Jr., Chairman and CEO
of Union Planters and Robert S. Duncan, Chairman and CEO of Magna. The agreement
calls for Union Planters to exchange approximately .5165 shares of its common
stock for each common share of Magna. The transaction would be valued at
approximately $323 million or $23.50 per share based on Union Planters May 8
closing stock price of $45.50.

The merger is to be tax-free to Magna shareholders and will be accounted for as
a pooling of interests. The merger is subject to Magna shareholder approval,
regulatory approval and normal contractual conditions being met, and is expected
to be completed during the late third or early fourth quarter of this year.

In making the announcement, Ben Rawlins stated, "We are pleased that the Magna
team selected Union Planters as their long term partner. Magna's general banking
lines will increase our penetration in Mississippi, especially in Jackson,
Hattiesburg and the Gulf Coast while providing us entry into Mobile, Alabama and
their mortgage loan expertise will continue to strengthen our strategic
commitment to that business."

Bob Duncan commented, "Our board did an excellent job in determining the best
long term course for our customers, employees and shareholders alike. The
affiliation with Union Planters will mean our customers can expect an enhanced
level of convenience and a much broader product line. I personally look forward
to the opportunities that are ahead. We have always shared Union Planters'
commitment to community management and we look forward to continuing this
tradition."

Magna converted to a stock thrift from a mutual thrift in 1991 and is the
largest thrift and the sixth largest financial institution in Mississippi, as
well as the largest thrift in Alabama. After the merger, the combined Union
Planters affiliates will represent the third largest financial institution in
Mississippi.

Magnolia Federal operates 62 banking locations and 63 ATMs in Mississippi and
south Alabama; Union Planters has 112 offices and 120 ATMs in Mississippi. An
analysis is currently underway to determine which locations of the two
organizations that are in proximity to each other will best serve customer
needs.

<PAGE> 2

Magna's subsidiary, Magna Mortgage Company, is a major mortgage servicer with
over $3.1 billion in loan servicing which will be combined with Union Planters'
mortgage loan servicing that exceeds $10 billion, resulting in one of the
nation's largest secondary market mortgage servicing operations.

Union Planters, founded in 1869, has over 430 banking locations and 560 ATMs in
Tennessee, Mississippi, Missouri, Arkansas, Alabama, Louisiana and Kentucky. At
March 31, 1997 Union Planters was the 42nd largest banking institution in the
United States, serving the needs of over one million households.

For more information:

(Financial) (Magna)
Jack W. Parker Lou Ann Poynter
Executive Vice President & CFO President & COO
Union Planters Corporation Magna Bancorp, Inc.
7130 Goodlett Farms Parkway 100 West Front Street
Cordova, TN 38018 Hattiesburg, MS 39401
901-580-6781 601-545-4756

(Media)
Bill Andrews
Senior Vice President
Union Planters Corporation
7130 Goodlett Farms Parkway
Cordova, TN 38018
901-580-2892