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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
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Check the appropriate box:
|_| Preliminary proxy statement |_| Confidential, for use of the Commission
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|_| Definitive additional materials
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UNION PLANTERS CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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NOTICE OF AND PROXY STATEMENT FOR
2001 ANNUAL MEETING OF
SHAREHOLDERS
(UNION PLANTERS CORPORATION LOGO)
3
(UNION PLANTERS CORPORATION LOGO)
March 19, 2001
DEAR UNION PLANTERS SHAREHOLDER:
It is my pleasure to invite you to Union Planters Corporation's 2001 Annual
Meeting of Shareholders. This year's meeting will be held at Union Planters
Bank, National Association, 6200 Poplar Avenue, Main Floor, Memphis, Tennessee
38119 on April 19, 2001, at 1:00 p.m. CDT.
The formal notice of the meeting follows on the next page. In addition to
the three items of business, we will also discuss Union Planters' 2000
performance and answer your questions. Enclosed with this proxy statement are
your proxy card, a postage-paid envelope to return your proxy card and Union
Planters' 2000 Annual Report. We began mailing these materials to you on March
19, 2001.
Your vote is important. Whether you plan to attend the meeting or not, you
may vote your shares via a toll-free telephone number or via the Internet or you
may sign, date and mail the enclosed proxy card in the envelope provided.
Instructions regarding all three methods of voting are contained on the proxy
card. If you attend the meeting and prefer to vote in person, you may do so.
I look forward to seeing you at the meeting.
Sincerely,
/s/ JACKSON W. MOORE
Jackson W. Moore
Chairman and Chief
Executive Officer
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(Union Planters Corporation Logo)
---------------------------------------
NOTICE OF THE 2001
ANNUAL MEETING OF SHAREHOLDERS
---------------------------------------
The Annual Meeting of Shareholders of Union Planters Corporation will be
held on April 19, 2001, at 1:00 p.m. CDT, at Union Planters Bank, National
Association, 6200 Poplar Avenue, Main Floor, Memphis, Tennessee 38119 for the
following purposes:
1. to elect one Class I director, three Class II directors and two Class
III directors;
2. to vote on the ratification of the appointment of PricewaterhouseCoopers
LLP as our independent public accountants for the 2001 fiscal year;
3. to vote on a shareholder proposal described in the proxy statement, if
the proposal is presented at the meeting; and
4. to transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on February 21, 2001 are
entitled to notice of and to vote at the Annual Meeting.
Whether or not you plan to attend the meeting, we urge you to vote your
shares via a toll-free telephone number or via the Internet or by signing,
dating and mailing the enclosed proxy card in the envelope provided.
By Order of the Board of
Directors
/s/ E. James House, Jr.
E. James House, Jr.
Corporate Secretary
March 19, 2001
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TABLE OF CONTENTS
PAGE
----
INFORMATION ABOUT UNION PLANTERS CORPORATION................ 1
INFORMATION ABOUT THE ANNUAL MEETING........................ 1
Information about Attending the Annual Meeting............ 1
Information about this Proxy Statement.................... 1
Information about Voting.................................. 2
Quorum Requirement........................................ 3
Information about Votes Necessary for Action to be
Taken.................................................. 3
Other Matters............................................. 3
ELECTION OF DIRECTORS....................................... 4
Directors to be Elected................................... 4
Information About our Directors and Nominees.............. 4
MEETINGS AND COMMITTEES OF THE BOARD........................ 7
Community Reinvestment Act Committee...................... 8
Audit Committee........................................... 8
Loan Committee............................................ 10
Executive Committee....................................... 10
Salary and Benefits Committee............................. 10
DIRECTOR COMPENSATION....................................... 14
UNION PLANTERS STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE
OFFICERS.................................................. 15
EXECUTIVE COMPENSATION...................................... 16
Summary Compensation Table................................ 16
Option/SAR Grants in Last Fiscal Year..................... 18
Option/SAR Exercises and Fiscal Year-End Values........... 19
Employment Contracts and Termination, Severance, and
Change of Control Arrangements......................... 20
Executive Benefit Plans................................... 22
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN............. 24
CERTAIN RELATIONSHIPS AND TRANSACTIONS...................... 25
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS............... 25
INFORMATION ON FEES PAID TO INDEPENDENT PUBLIC
ACCOUNTANTS............................................... 25
Audit Fees................................................ 25
Financial Information Systems Design and Implementation
Fees................................................... 26
All Other Fees............................................ 26
SHAREHOLDER PROPOSAL........................................ 26
Proposal.................................................. 26
Recommendation of the Board of Directors and Management
Response............................................... 27
OTHER INFORMATION........................................... 30
Shareholder Proposals for the 2002 Annual Meeting......... 30
Annual Reports and Exhibits............................... 30
Solicitation of Proxies................................... 31
APPENDIX A.................................................. A-1
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INFORMATION ABOUT UNION PLANTERS CORPORATION
Union Planters is a bank holding company that conducts its business through
its principal bank subsidiary, Union Planters Bank, National Association, and
its other banking related subsidiaries. We have branches in Alabama, Arkansas,
Florida, Illinois, Indiana, Iowa, Kentucky, Louisiana, Mississippi, Missouri,
Tennessee and Texas. We offer a diversified range of financial services in the
communities we serve and we operate approximately 847 banking offices and 1,065
automated teller machines. The address of our principal executive offices is
7130 Goodlett Farms Parkway, Memphis, Tennessee 38018, and our telephone number
is (901) 580-6000. Our website is located at www.unionplanters.com.
INFORMATION ABOUT THE ANNUAL MEETING
INFORMATION ABOUT ATTENDING THE ANNUAL MEETING
Our Annual Meeting will be held on April 19, 2001 at 1:00 p.m. CDT, at
Union Planters Bank, National Association, 6200 Poplar Avenue, Main Floor,
Memphis, Tennessee 38119.
INFORMATION ABOUT THIS PROXY STATEMENT
We sent you these proxy materials because Union Planters' Board of
Directors is soliciting your proxy to vote your shares at the Annual Meeting. If
you own Union Planters common stock in more than one account, such as
individually and also jointly with your spouse, you may receive more than one
set of these proxy materials. To assist us in saving money and to provide you
with better shareholder services, we encourage you to have all your accounts
registered in the same name and address. You may do this by contacting Union
Planters' Corporate Trust Division at (800) 900-4548. This proxy statement
contains information that we are required to provide to you under the rules of
the Securities and Exchange Commission and that is designed to assist you in
voting your shares. On March 19, 2001, we began mailing these proxy materials to
all shareholders of record at the close of business on February 21, 2001.
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INFORMATION ABOUT VOTING
Shareholders can vote in person at the Annual Meeting or by proxy. There
are three ways to vote by proxy:
- By Telephone -- You can vote by telephone by calling toll-free
1-888-215-6897 and following the instructions on the proxy card;
- By Internet -- You can vote by Internet by following the instructions on
the proxy card; or
- By Mail -- You can vote by mail by signing, dating and mailing the
enclosed proxy card.
If your shares are held in the name of a bank, broker or other holder of
record, you will receive instructions from the holder of record that you must
follow in order for your shares to be voted. Telephone and Internet voting also
will be offered to shareholders owning stock through certain banks and brokers.
If your shares are not registered in your own name and you plan to attend the
Annual Meeting and vote your shares in person, you should contact your broker or
agent in whose name your shares are registered to obtain a broker's proxy card
and bring it to the Annual Meeting in order to vote.
If you vote by proxy, the individuals named on the card (your proxy
holders) will vote your shares in the manner you indicate. You may specify
whether your shares should be voted for all, some or none of the nominees for
director and whether your shares should be voted for or against the other
proposals. If you sign and return the card without indicating your instructions,
your shares will be voted as follows:
- FOR the election of one Class I nominee for director, three Class II
nominees for director and two Class III nominees for director;
- FOR the ratification of the appointment of PricewaterhouseCoopers LLP as
our independent public accountants for the 2001 fiscal year; and
- AGAINST the shareholder proposal described in this proxy statement, if
that proposal is presented at the Annual Meeting.
You may revoke or change your proxy at any time before it is exercised by
sending a written revocation to Union Planters' Corporate Secretary, E. James
House, Jr., by providing a letter dated later than the date of your proxy, by
voting in person at the meeting or through Internet or telephone voting. Your
latest vote, whether by proxy card, Internet, telephone or in person, will be
the one that is counted.
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Each share of Union Planters common stock is entitled to one vote. As of
February 21, 2001, the record date for the Annual Meeting, there were
139,191,828 shares of common stock outstanding.
QUORUM REQUIREMENT
A quorum is necessary to hold a valid meeting. If holders of a majority of
all the shares of common stock entitled to vote at the meeting are present in
person or by proxy, a quorum will exist. If you submit a valid proxy, whether by
proxy card, Internet or telephone, or attend the meeting in person, your shares
of common stock will be counted for the purpose of determining whether there is
a quorum, even if you abstain from voting on some or all matters introduced at
the meeting. Like abstentions, broker non-votes will be counted as present for
establishing a quorum. A broker non-vote occurs when a broker votes on some
matter on the proxy card but not on others because the broker does not have the
authority to do so.
INFORMATION ABOUT VOTES NECESSARY FOR ACTION TO BE TAKEN
The one Class I nominee for director, the three Class II nominees for
director and the two Class III nominees for director to be elected at the Annual
Meeting will be elected at the meeting by a plurality of all the votes cast at
the meeting, meaning that the one nominee for Class I director, the three
nominees for Class II director and the two nominees for Class III director with
the most votes will be elected. We do not permit cumulative voting in the
election of directors.
The appointment of PricewaterhouseCoopers LLP as our independent public
accountants for the 2001 fiscal year will be ratified if the votes cast in favor
of the appointment exceed the votes cast in opposition.
If it is presented at the Annual Meeting, the shareholder proposal will be
approved if the votes cast in favor of the proposal exceed the votes cast in
opposition.
Abstentions and broker non-votes will have no effect on the vote on the
election of directors, the ratification of the appointment of
PricewaterhouseCoopers LLP or the shareholder proposal.
OTHER MATTERS
The Board of Directors does not know of any other matter that will be
presented at the Annual Meeting other than the proposals discussed in this proxy
statement. Under our bylaws, generally no business besides the three proposals
discussed in this proxy statement may be transacted at the meeting. However, if
any other matter properly comes before the Annual Meeting, your proxy holders
will act on such matter in their discretion.
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ELECTION OF DIRECTORS
DIRECTORS TO BE ELECTED
Our charter provides for a classified Board of Directors. The Board of
Directors is divided into three classes. Each class has as equal a number of
directors as possible. The directors in each class serve a three-year term and
only one full class is elected at each Annual Meeting of Shareholders. At the
2001 Annual Meeting you will be asked to elect three directors to serve in Class
II for a term to expire at the Annual Meeting of Shareholders to be held in
2004. In addition, we have three directors who are retiring, two of whom
(Messrs. Schuppe and Thomas) will be retiring pursuant to the terms of our
Bylaws, and one of whom (V. Lane Rawlins) will be retiring for personal reasons.
In contemplation of these retirements, in December 2000, your board elected
three new members whose service began in January 2001 and will end at the 2001
Annual Meeting and who you will also be asked to re-elect at the Annual Meeting.
Two of the additional nominees (Messrs. Perez and Roberts), if elected, will
serve in Class III for a term to expire at the Annual Meeting of Shareholders to
be held in 2002 and the remaining nominee (Ms. Poynter), if elected, will serve
in Class I for a term to expire at the Annual Meeting of Shareholders to be held
in 2003.
The Board of Directors has no reason to believe that any nominee for
director will not be available for election. However, if a nominee is
unavailable for election, the proxy holders may vote for another nominee
proposed by the Board or the Board may reduce the number of directors to be
elected at the Annual Meeting.
INFORMATION ABOUT OUR DIRECTORS AND NOMINEES
The following biographies show the age and principal occupations during the
past five years of each of our directors, the date the director was first
elected to the Board, and any directorships held by the director with any other
public company or any registered investment company. Directors who are nominated
for election at the Annual Meeting are identified by a check mark (X). Ages are
shown as of February 21, 2001.
Class I Directors and Nominees (Term expires at 2003 Annual Meeting):
James E. Harwood (Age 64)
- Director of Union Planters since 1996
- President, Sterling Equities (business management advisory services)
- Director of Morgan Keegan & Company, Inc.** (investment banking)
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- Director of SCB Computer Technology** (computer consulting services)
Donald F. Schuppe (Age 69)*
- Director of Union Planters since 1996
- DFS Service Company (consulting)
Richard A. Trippeer, Jr. (Age 61)
- Director of Union Planters since 1974
- Retired: President, R.A. Trippeer, Inc. (investments)
X Lou Ann Poynter (Age 54)
- Director of Union Planters since 2001
- President and Chief Operating Officer, Magna Bancorp, Inc. from 1993
to 1997
- President and Chief Executive Officer, Magnolia Federal Bank for
Savings from 1996 to 1997
- Regional Bank Group Manager, Union Planters Bank, National
Association, Southeast Region
Class II Directors and Nominees (Current term expires at 2001 Annual Meeting
with nominees to be elected for a term that expires 2004):
X Albert M. Austin (Age 73)
- Director of Union Planters since 1974
- Chairman, Cannon, Austin & Cannon, Inc. (real estate)
X George W. Bryan (Age 56)
- Director of Union Planters since 1986
- Senior Vice President, Sara Lee Corporation from 1989 to 2000 (Meat
Group Division, meat processing and packaging)
- Chief Executive Officer, Sable Enterprises (investments)
X Spence L. Wilson (Age 58)***
- Director of Union Planters since 1996
- President, Kemmons Wilson, Inc. (hotel development and management,
resort time-sharing, home building, subdivision development, and
private investment)
- Director of Morgan Keegan & Company, Inc.** (investment banking)
Class III Directors and Nominees (Term expires at 2002 Annual Meeting):
Parnell S. Lewis, Jr. (Age 53)
- Director of Union Planters since 1996
- President of Anderson-Tully Company from 1993 to 1999 (hardwood
lumber products)
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- Chief Executive Officer, River Investments, LLC (investments)
- Chief Executive Officer, River Aviation, LLC
Jackson W. Moore (Age 52)***
- Director of Union Planters since 1986
- President and Chief Operating Officer, Union Planters and Union
Planters Bank, National Association from 1994 to 2000
- Chairman and Chief Executive Officer, Union Planters and Union
Planters Bank, National Association
V. Lane Rawlins (Age 63)*
- Director of Union Planters since 1992
- President, The University of Memphis from 1991 to 2000
- President, Washington State University
David M. Thomas (Age 70)*
- Director of Union Planters since 1998
- Retired: President, Magnolia Federal Bank for Savings from 1988 to
1993
X Jorge M. Perez (Age 51)
- Director of Union Planters since 2001
- President, The Related Group of Florida (real estate development)
X John R. Roberts (Age 59)
- Director of Union Planters since 2001
- Retired: Managing Partner, Mid-South Region, Arthur Andersen LLP
from 1993 to 1998
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* Directors Schuppe, Thomas and Rawlins will be retiring at the 2001 Annual
Meeting.
** A corporation subject to the registration or reporting requirements of the
Securities Exchange Act of 1934, or registered pursuant to the Investment
Company Act of 1940.
*** S.L. Wilson is a brother-in-law of our Chairman and Chief Executive Officer,
J.W. Moore.
The board of directors unanimously recommends you vote FOR all of the
nominees.
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MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors met six times in 2000. In addition to meetings of
the full Board, directors also attended meetings of Board committees. All of the
directors attended at least 75% of all the meetings of the Board and the
committees on which they served during the fiscal year. The Board of Directors
currently has the following standing committees which meet on a regularly
scheduled basis: Community Reinvestment Act, Audit, Loan, Executive, and Salary
and Benefits. Until October 2000, the Executive Committee of the Board met on an
ad hoc basis as needed. The following table shows the membership of the standing
committees, including the Executive Committee.
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COMMITTEE MEMBERSHIP ROSTER
COMMUNITY SALARY AND
NAME REINVESTMENT ACT AUDIT LOAN EXECUTIVE BENEFITS
---- ---------------- ----- ---- --------- ----------
Albert M. Austin......... X* X X
George W. Bryan.......... X X*
James E. Harwood......... X X X
Parnell S. Lewis, Jr. ... X* X X
Jackson W. Moore......... X*
Jorge M. Perez...........
Lou Ann Poynter..........
V. Lane Rawlins**........ X
John R. Roberts..........
Donald F. Schuppe**...... X X* X
David M. Thomas**........ X X
Richard A. Trippeer,
Jr. ................... X X
Spence L. Wilson......... X X X
- ---------------
* Indicates committee chair
** Indicates director is retiring at 2001 Annual Meeting.
COMMUNITY REINVESTMENT ACT COMMITTEE
The Community Reinvestment Act Committee held four meetings in 2000. This
committee monitors Union Planters Bank's compliance with the Community
Reinvestment Act and makes recommendations to the Board of Directors concerning
Union Planters Bank's progress under the Community Reinvestment Act and the Home
Mortgage Disclosure Act. This includes reviewing Union Planters Bank's small
business, small farm, and home mortgage lending performance; equity investments;
charitable contributions; and bank employee service hours that qualify under the
above mentioned regulations. A major focus of this committee is overseeing the
accuracy of the lending data reported to the Office of the Comptroller of the
Currency.
AUDIT COMMITTEE
GENERAL. The Audit Committee held six meetings during 2000. This committee
makes recommendations to the Board of Directors with respect to the selection of
independent accountants; the review and scope of audit arrangements; the
independent accountants' suggestions for strengthening internal controls;
matters of concern to the committee, the independent accountants, or management
relating to our financial statements or other results of the annual audit; the
review of internal controls with our financial and accounting staff; the review
of the activities and recommendations of our accounting staff; the review of the
activities and recommendations of our audit director; and the review of
financial statements and other financial information we publish.
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AUDIT COMMITTEE REPORT. The Audit Committee is composed of five directors
who are independent as defined under the rules of the New York Stock Exchange.
The committee operates under a written charter approved by the board of
directors, that is included as Appendix A to this proxy statement.
The committee reviews Union Planters' financial reporting process on behalf
of the Board of Directors. In fulfilling its responsibilities, the committee has
reviewed and discussed the audited financial statements contained in our Annual
Report on Form 10-K for the year ended December 31, 2000 with Union Planters
management and the independent accountants. Management is responsible for our
financial statements and the financial reporting process, including internal
controls. The independent accountants are responsible for expressing an opinion
on the conformity of those audited financial statements with accounting
principles generally accepted in the United States of America.
The committee has discussed with the independent accountants the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended. In addition, the committee has
discussed with the independent accountants the accountants' independence from
Union Planters and its management including the matters in the written
disclosures provided to the committee as required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees. The
committee has also considered whether the provision of non-audit services by the
independent accountants to Union Planters is compatible with maintaining
auditors' independence.
Based on the reviews and discussions referred to above, the committee
recommended to the Board of Directors, and the Board has approved, that the
audited financial statements be included in our Annual Report on Form 10-K for
the year ended December 31, 2000, for filing with the Securities and Exchange
Commission.
AUDIT COMMITTEE
Donald F. Schuppe, Chair
George W. Bryan
Parnell S. Lewis, Jr.
V. Lane Rawlins
David M. Thomas
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LOAN COMMITTEE
The Loan Committee held four meetings in 2000. This committee monitors the
activities of the overall lending function utilizing information presented to it
by management at regular quarterly meetings. This includes, but is not limited
to, review of trends in outstandings and key quality measures; significant
borrowing relationships; large problem loans; industry concentrations; all
significant lending policies; and, the adequacy of the allowance for loan
losses. The committee also reviews all lending-related reports from the
regulators, auditors, and internal loan review.
EXECUTIVE COMMITTEE
The Executive Committee held three meetings in 2000. This committee is
granted the power under our Bylaws to exercise all of the authority of the Board
of Directors with respect to all matters other than certain actions which are
listed in our Bylaws.
SALARY AND BENEFITS COMMITTEE
GENERAL. The Salary and Benefits Committee held five meetings in 2000.
This committee makes recommendations to the Board of Directors as to the amount
and form of officer compensation. A subcommittee of the Salary and Benefits
Committee, consisting of the same members, administers our 1983 and 1992 Stock
Incentive Plans and is authorized to grant stock options and award stock without
further approval, except grants to directors.
REPORT OF SALARY AND BENEFITS COMMITTEE. The Salary and Benefits Committee
is composed of four directors who are not employees of Union Planters or any of
its subsidiaries. The committee makes recommendations to the Board of Directors
as to the amount and form of executive officer compensation and is responsible
for granting stock options and restricted stock.
Pay Philosophy
The compensation programs of Union Planters are designed to align
compensation with business objectives and performance, and to enable Union
Planters to attract, retain and reward executives who contribute to the long-
term success of Union Planters. The committee believes that executive pay should
be linked to performance. Therefore, Union Planters provides an executive
compensation program which includes base pay, annual cash bonus and long-term
incentive opportunities through the use of stock options and restricted stock.
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Section 162(m) of the Internal Revenue Code imposes a limit, with certain
exceptions, on the amount that a publicly-held corporation may deduct in any
year for the compensation paid with respect to its five most highly compensated
executive officers. While the committee cannot predict with certainty how Union
Planters' compensation tax deduction might be affected, the committee attempts
to preserve the tax deductibility of all executive compensation while
maintaining flexibility with respect to Union Planters' compensation programs as
described in this report. Consistent with this intention, in 1997 the committee
established the Union Planters Corporation Senior Management Performance
Incentive Plan and the shareholders have approved amendments to the 1992 Stock
Incentive Plan. Awards under the Performance Incentive Plan and option grants
under the amended 1992 Stock Incentive Plan are intended to qualify as
performance-based compensation as defined under Section 162(m) of the Code so
that they would be fully deductible. Additionally, Union Planters requires
certain officers to defer receipt of restricted shares if the receipt of the
shares were to cause an officer's compensation to exceed the Section 162(m)
limitation.
Base Salary
Base salary is set annually based on job-related experience, individual
performance and pay levels of similar positions at twenty peer financial
institutions. Union Planters targets base pay at the 50th percentile of peer
base pay. In determining compensation at peer financial institutions, Union
Planters analyzes information from independent surveys. The surveys, which do
not necessarily include the same financial institutions as included in the NYSE
financial indicator (used in the performance graph), are chosen based on
similarity of the surveyed financial institutions to Union Planters in terms of
size, geographic region, scope of services, and return on assets/return on
equity. In 2000, base salary of the named executive officers was generally at or
somewhat below the target 50th percentile based on peer analysis.
Annual Bonus
If actual return on equity ("ROE") performance is within the ROE targets
established by the committee, the Performance Incentive Plan calculates a
midpoint bonus based on the target percentage of base salary that corresponds
with actual ROE performance. During 2000, ROE performance met or exceeded the
ROE targets established by the committee. With respect to participating
executives other than the chief executive officer, the chief executive officer
has discretion to increase or decrease the actual bonus by up to 50% based on an
executive's individual performance. With respect to the chief executive officer,
the committee has sole discretion to decrease the actual bonus payment.
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Long-Term Incentives
In order to link the interests of Union Planters' shareholders and senior
management, Union Planters maintains a stock incentive plan. Stock options and
restricted stock may be granted under the plan. Awards are based on position and
individual performance. Among other conditions, stock options and restricted
stock are granted subject to a vesting schedule. Options may be exercised after
vesting. However, to encourage long-term share retention, shares acquired
pursuant to option exercise must generally be held at least three years, or any
profits from sale must be repaid to Union Planters.
For 2000, options were granted to the executive officers based on their
positions and a subjective assessment of individual performances. Generally,
equity-based incentive awards are targeted between the 50th and 75th percentiles
of the competitive market. Union Planters utilizes the same surveys and peer
financial institutions for this purpose as used in analyzing base salary and
takes into consideration options and restricted stock that have already been
granted.
In June 2000, substantially all of the stock options issued under the 1992
Stock Incentive Plan were "out of the money" in that the exercise prices
exceeded the market value of the option shares, thus substantially impairing the
effectiveness of such options as performance or retention incentives for all
option holders. Approximately 185 officers, including several of the executive
officers, were given the opportunity to voluntarily surrender their out-of-the-
money stock options on June 9, 2000 in exchange for an award of restricted stock
having a fair market value equal to the present value of the surrendered options
as of that date. The present values of the surrendered stock options were
calculated using the Black-Scholes option pricing model, which is a mathematical
formula widely used and accepted for valuing traded stock options. The model was
applied using the individual exercise prices of the options and the fair market
value of our common stock on the date of the calculation. It also assumed: (1) a
risk-free rate of return based on the yield on a U.S. Government Zero Coupon
bond with a term equal to the term of the stock grant which ranged from 6.5% to
6.74%; (2) stock price volatility calculated using daily closing prices of our
common stock for the expected term of the option, which was 27.9%; (3) a
constant dividend yield based on the quarterly cash dividend rate per share we
paid on our common stock; and (4) that the options would be exercised on the
final day of their term. No discount from the theoretical value was taken to
reflect the one-year waiting period prior to vesting, the restrictions on the
transfer of the options, and the likelihood that the options would be exercised
in advance of the final day of their term. Such restricted stock awards vest
ratably over 12 years from the date of grant or earlier upon the executive's
death, disability or normal retirement or upon a change in control of Union
Planters. No discount was applied to the value of the restricted stock to
reflect the 12-year vesting
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period and the risk of forfeiture and depreciation. The committee believes that
this exchange of restricted stock for out of the money options was in the best
interests of our shareholders in that it reinstated an incentive for performance
and retention that was lacking in the out of the money options, while making
more shares available for grants to all employees as future incentive awards.
2000 Compensation for the Chief Executive Officer
Many of the same philosophies used in determining compensation for officers
of Union Planters are used in determining compensation for our chief executive
officer. The committee establishes each element of the chief executive officer
pay based on his achievement of specific financial and nonfinancial objectives.
No specific weighting or formula is used to determine levels of compensation.
Additionally, the committee takes into consideration an analysis of compensation
at the peer financial institutions used to review compensation of other officers
of Union Planters.
Base Salary
Benjamin W. Rawlins, Jr. who began 2000 as our chief executive officer,
passed away in September 2000. The committee had established Mr. Rawlins' salary
at $770,000. The committee increased Mr. Moore's base annual salary from
$540,000 to $650,000 which represented a 20% increase upon his election as
chairman and chief executive officer in September 2000. This level positioned
his base salary at somewhat below the 50th percentile of peer financial
institutions.
Annual Bonus
The committee determines the chief executive officer's annual bonus based
upon his performance relative to business objectives established at the
beginning of the year and specific corporate ROE targets. Based on 2000
performance, the committee awarded Mr. Moore a bonus of $400,400. Mr. Rawlins
was not paid a bonus in 2000.
Long-Term Incentives
For 2000, the committee awarded 285,000 stock options to Mr. Moore as part
of Union Planters' long-term stock incentive plan. Mr. Rawlins was not granted
any options in 2000. As described above, the committee granted restricted stock
to Messrs. Rawlins and Moore in exchange for stock options of equivalent value,
which they voluntarily surrendered.
SALARY AND BENEFITS COMMITTEE
George W. Bryan, Chair
Albert M. Austin
James E. Harwood
Parnell S. Lewis
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DIRECTOR COMPENSATION
Directors who are employees of Union Planters or any of its subsidiaries
receive no fees for their services as directors. Directors who are not employees
of Union Planters or any of its subsidiaries receive an annual retainer of
$32,500. Compensated directors also receive annual fees for service on Board
committees in the following amounts:
COMMITTEE FEES
--------- ------
Audit.................................... $5,000
Community Reinvestment Act............... 3,000
Loan..................................... 4,000
Executive................................ 6,000
Salary and Benefits...................... 3,000
Individual directors may, at their option, defer the receipt of directors'
fees. Under alternatives available each year from 1987 through 2000 up to 100%
of a director's annual board and committee fees were deferrable. Such fees, plus
interest, will be paid to the participating director or to his beneficiaries, as
applicable, in monthly payments for a maximum ten-year period commencing on the
earlier of (1) the death of the director; or (2) the later of (a) age 65, or (b)
completion of five years' participation in the fee deferral program. Five
directors elected to enter into such nonqualified deferred compensation
agreements for 2000.
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UNION PLANTERS STOCK OWNERSHIP
BY DIRECTORS AND EXECUTIVE OFFICERS
This table indicates how many shares of common stock and common stock
equivalents of Union Planters the executive officers and directors beneficially
owned as of February 21, 2001. In general, "beneficial ownership" includes those
shares a director or executive officer has the power to vote, or the power to
transfer, and stock options that are exercisable currently or become exercisable
within 60 days. Except as otherwise noted, the persons named in the table below
have sole voting and investment power with respect to all shares shown as
beneficially owned by them.
PERCENTAGE OF
OPTIONS CURRENTLY SHARES OF
EXERCISABLE OR OUTSTANDING
SHARES OF EXERCISABLE COMMON
NAME COMMON STOCK WITHIN 60 DAYS STOCK
---- ------------ ----------------- -------------
Albert M. Austin (1)(2)....... 45,096 -0- *
George W. Bryan (1)........... 9,917 50,000 *
Bobby L. Doxey................ 12,000 8,333 *
James E. Harwood (1)(2)....... 81,654 -0- *
Adolfo Henriques.............. 15,789 10,000 *
Parnell S. Lewis, Jr. (1)..... 21,789 -0- *
Jackson W. Moore (1)(2)....... 551,557 85,000 *
Jorge M. Perez................ -0- 6,666 *
Lou Ann Poynter............... 191,228 -0- *
V. Lane Rawlins (3)........... 16,661 -0- *
John R. Roberts............... 5,000 6,666 *
Steven J. Schenck............. 13,475 8,416 *
Donald F. Schuppe (1)(3)...... 4,775 65,000 *
David M. Thomas (1)(3)........ 44,214 -0- *
Richard A. Trippeer, Jr.
(1)......................... 357,305 -0- *
Spence L. Wilson.............. 52,696 54,239 *
Directors and Executive
Officers as a group (16
persons).................... 1,423,156 294,320 1.23%
- ---------------
* Indicates less than 1% of the shares of Union Planters common stock
outstanding as of February 21, 2001.
(1) Includes shares of common stock owned by relatives or held in trusts or
partnerships for the benefit of relatives with respect to which named
persons disclaim any beneficial interest.
(2) Includes shares of common stock in the following amounts resulting from the
exercise of nonqualified options, the receipt of which shares has been
deferred pursuant to an Irrevocable Stock Option Deferral Agreement: Albert
M. Austin (1,855 shares); James E. Harwood (20,517 shares); and Jackson W.
Moore (169,757 shares).
(3) V. Lane Rawlins, Donald F. Schuppe, and David M. Thomas will retire as
Directors at the 2001 Annual Meeting.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below shows the before-tax compensation for Benjamin W. Rawlins,
Jr., the former Chairman and Chief Executive Officer of Union Planters, Jackson
W. Moore, the current Chairman and Chief Executive Officer of Union Planters,
and Bobby L. Doxey, Adolfo Henriques, Lou Ann Poynter and Steven J. Schenck the
four next highest compensated executive officers of Union Planters.
LONG-TERM
ANNUAL COMPENSATION COMPENSATION (SEE NOTE 1)
----------------------------------------- ---------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING
COMPENSATION ($) AWARDS($) OPTIONS(#)
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY ($) BONUS ($) (SEE NOTE 2) (SEE NOTE 3) (SEE NOTE 4)
--------------------------- ----------- ---------- --------- ---------------- ------------ ------------
B.W. Rawlins, Jr. 2000 545,000 -- 5,400,000 2,657,359 --
Former Chairman and CEO of 1999 770,000 -- 7,600 -- 141,355
Union Planters and UPB 1998 700,000 610,000 98,000 3,285,625 582,275
J.W. Moore 2000 572,000 400,400 203,000 1,944,543 --
Chairman and CEO of 1999 540,000 -- 264,000 -- 119,540
Union Planters and UPB 1998 500,000 430,000 189,000 2,346,875 484,935
B.L. Doxey 2000 229,000 125,000 -- 330,000 --
Senior Executive Vice President 1999 -- -- -- -- --
and CFO 1998 -- -- -- -- --
A. Henriques 2000 354,000 240,000 19,000 62,775 --
CEO of UPB, Florida 1999 340,000 75,000 7,900 -- --
1998 302,000 132,000 513,062 --
L.A. Poynter 2000 232,000 115,000 122,440 --
Executive Vice President and 1999 225,000 40,000 -- -- --
Regional Bank Group Manager, 1998 225,000 60,000 -- -- --
Southeast Region
S.J. Schenck 2000 237,000 150,000 18,300 -- --
CEO of UPB, Indiana 1999 185,000 22,500 -- 405,000 --
ALL OTHER
COMPENSATION ($)
NAME AND PRINCIPAL POSITION (SEE NOTES 5 AND 6)
--------------------------- -------------------
B.W. Rawlins, Jr. 16,163,951
Former Chairman and CEO of 9,921
Union Planters and UPB 11,485
J.W. Moore 11,564
Chairman and CEO of 9,927
Union Planters and UPB 9,298
B.L. Doxey --
Senior Executive Vice President --
and CFO --
A. Henriques 9,802
CEO of UPB, Florida 3,429
--
L.A. Poynter 13,702
Executive Vice President and 12,429
Regional Bank Group Manager, 10,882
Southeast Region
S.J. Schenck 14,902
CEO of UPB, Indiana 13,028
- ---------------
(1) Union Planters maintains two Stock Incentive Plans that were approved by
shareholders in 1983 and 1992.
(footnotes continued on next page)
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(footnotes continued from previous page)
(2) "Other Annual Compensation" for 2000 consists of certain cash payments to
cover "gross-up" bonuses for taxes on vesting restricted shares in
connection with the long-term compensation plan.
(3) Restricted shares were granted to the named executive in 2000, 1998 and 1996
under the Stock Incentive Plan approved by shareholders in 1992. Grantees
have the right to receive dividends on restricted shares. Shares generally
vest over 12 years in equal amounts annually and are subject to forfeiture
for certain conditions. The grants of restricted stock in 2000 were made in
consideration of the voluntary surrender by the executives of certain of
their then-outstanding stock options under a program offered to
approximately 185 officers throughout Union Planters. Such awards of
restricted stock had a fair market value, as of the grant date, equal to the
present value of the surrendered stock options on that date. The present
values of the surrendered stock options were calculated using the
Black-Scholes option pricing model, as more fully described in the Report of
the Salary and Benefits Committee.
During 1998 Union Planters approved current vesting of the annual incentive
which otherwise would not have vested until after the 62nd birthday of
applicable executives. This accelerated vesting does not apply with respect
to the shares of restricted stock granted in 2000. The value of shares
vesting in 2000 and released to the named executives were as follows:
$291,573, J.W. Moore; $26,568, A. Henriques; and $20,250, S.J. Schenck. Mr.
Rawlins' restricted shares, having a value of $3,268,837 as of December 31,
2000, became vested and were released to his estate upon his death in
September 2000. The aggregate market value as of December 31, 2000 (and
number) of all restricted shares that have been granted through December 31,
2000, and have not been released were as follows: $5,454,628 (152,577
shares), J.W. Moore; $429,000 (12,000 shares), B.L. Doxey; $297,940 (8,334
shares), A. Henriques; $150,615 (4,213 shares), L.A. Poynter; and $249,938
(8,250 shares), S.J. Schenck. The value of shares vesting each year may vary.
The restricted stock awards represented awards made for overall performance
over the past several years including successful completion of several key
acquisitions, for a part of the employment package for new executives and to
ensure the named executives' continued employment with Union Planters.
(4) Shares acquired pursuant to option exercise must generally be held three
years or any profits must be paid to Union Planters. Union Planters does not
grant SARs.
(5) "All Other Compensation" for 2000 consists of the following various
components. Employee stock ownership plan contributions on behalf of the
employees as follows: $4,702, B.W. Rawlins, Jr.; $4,702, J.W. Moore; $4,702,
A. Henriques; $4,702, L.A. Poynter; and $4,702, S.J. Schenck. 401(k) plan
contributions on behalf of the same employees, respectively, are as follows:
$6,912, B.W. Rawlins, Jr.; $6,862, J.W. Moore; $5,100, A. Henriques; $9,000,
L.A. Poynter; and $10,200, S.J. Schenck.
(6) "All Other Compensation" for 2000 for Mr. Rawlins also includes $4,140,000
paid to his estate upon his death pursuant to the terms of his employment
agreement and $12,012,337 paid under the supplemental retirement plan.
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23
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows certain information regarding option grants for
Messrs. Rawlins, Moore, Doxey, Henriques and Schenck and for Ms. Poynter.
INDIVIDUAL GRANTS
---------------------------------------
NUMBER OF OPTIONS/
SECURITIES SARS
UNDERLYING GRANTED TO GRANT
OPTIONS/ EMPLOYEES IN EXERCISE OR DATE
SARS FISCAL BASE EXPIRATION PRESENT
NAME GRANTED(1) YEAR(%) PRICE($/SS) DATE VALUE(4)($)
---- ---------- ------------ ----------- ---------- -----------
B.W. Rawlins, Jr. ... -- -- -- -- --
J.W. Moore........... 285,000(2) 16.6 34.38 12/20/10 1,421,837
B.L. Doxey........... 25,000(3) 3.9 27.50 03/01/10 121,783
42,000(3) -- 34.38 12/20/10 263,529
A. Henriques......... 42,000(3) 2.5 34.38 12/20/10 263,529
L.A. Poynter......... 42,000(3) 2.5 34.38 12/20/10 263,529
S.J. Schenck......... 42,000(3) 2.5 34.38 12/20/10 263,529
- ---------------
(1) Generally, options may not be granted at less than the fair market value of
the underlying shares on the date of grant, and will expire upon the
earliest of ten years after the date of grant, termination for cause, one
month after termination of employment (other than for cause) for any reason
except retirement, death or disability, and one year after death. Already
owned shares of stock may be used as the consideration for exercise of the
option, and a reload option will generally be granted in such cases.
Generally, except in the event of involuntary termination or termination due
to disability, death or retirement, shares acquired by option exercise must
be held at least three years or any profits from sale must be repaid to
Union Planters. All options granted in 2000 have an exercise price equal to
the underlying stock's fair market value on the grant date.
(2) Options granted in 2000 which vested immediately.
(3) Options granted in 2000 which vest 1/3 12 months after the date of grant, an
additional 1/3 24 months after the date of grant and the final 1/3 36 months
after the date of grant, except for increments which otherwise would not
vest until after age 62. Such increments vest immediately.
(4) Present values were calculated using the Black-Scholes option pricing model.
The model is a mathematical formula which is widely used and accepted for
valuing traded stock options. There is no assurance that the values
generated by the model will actually be realized. The actual value, if any,
an executive may realize will depend on the excess of the stock price over
the exercise price at the date of exercise. The model was applied using the
individual grant dates and the exercise price and fair market value of Union
Planters' common stock on the grant date. It also assumed: (i) a risk-free
rate of return based on the yield on a U.S. Government Zero Coupon bond with
a term equal to the term of the stock grant which ranged from 5.0% to 6.7%;
(ii) stock price volatility calculated using daily closing prices of the
common stock of Union Planters for the expected term of the option ending on
the grant date which ranged from 25.1% to 39.36%; (iii) a constant dividend
yield on the respective grant dates based on the quarterly cash dividend
rate per share paid by Union Planters on its common stock; and (iv) that the
options would be exercised on the final day of their ten-year term. No
discount from the theoretical value was taken to reflect the one-year
waiting period prior to vesting, the restrictions on the transfer of the
options, and the likelihood that the options will be exercised in advance of
the final day of their term.
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OPTION/SAR EXERCISES AND FISCAL YEAR-END VALUES
The following table shows the number and value of stock options and stock
appreciation rights (exercised and unexercised) for Messrs. Rawlins, Moore,
Doxey, Henriques and Schenck and for Ms. Poynter.
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
YEAR-END(#) YEAR-END($)(2)
SHARES --------------------------- ---------------------------
ACQUIRED ON VALUE
NAME EXERCISE(#)(1) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- ----------- ----------- ------------- ----------- -------------
B.W. Rawlins, Jr. ... -- -- -- -- -- --
J.W. Moore........... -- -- 285,000 -- 390,450 --
B.L. Doxey........... -- -- -- 67,000 -- 263,790
A. Henriques......... -- -- 10,000 70,900 -- 57,540
L.A. Poynter......... -- -- -- 47,750 -- 57,540
S.J. Schenck......... -- -- 5,750 59,250 -- 57,540
- ---------------
(1) Shares acquired pursuant to option exercise must generally be held three
years or any profits must be paid to Union Planters. During the restriction
period, shares may be used to exercise an option or to satisfy tax
withholding requirements on option exercises.
(2) Value is calculated as the difference between the closing market price of a
share of common stock on December 31, 2000 ($35.75 per share) and the
exercise price of the options. No value is reported if the exercise price of
the options exceeded the market price of a share of common stock on December
31, 2000.
(3) In June 2000, Messrs. Rawlins, Moore and Henriques and Ms. Poynter
voluntarily surrendered certain of their then-outstanding stock options in
exchange for an award of restricted stock having a fair market value, as of
the grant date, equal to the present value of the surrendered stock options
on such date. The terms of such restricted stock awards and the method of
valuing the surrendered stock options are described in Note 3 to the Summary
Compensation Table and the Report of the Salary and Benefits Committee.
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EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE, AND
CHANGE OF CONTROL ARRANGEMENTS
Each of Jackson W. Moore, Bobby L. Doxey, Adolfo Henriques and Steven J.
Schenck has an employment agreement with Union Planters.
EMPLOYMENT AGREEMENT OF OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER. Mr.
Moore's agreement, which was first entered into as of December 1, 1989, was
amended and restated as of April 17, 1997, and then further amended on September
26, 2000. This agreement provides for a minimum base salary for Mr. Moore of
$650,000, and entitles him to receive certain other employee benefits and to
participate in incentive bonus, stock option, and deferred compensation plans.
On December 31 of each year, the term of Mr. Moore's employment agreement
is automatically extended for one year unless Union Planters provides at least
60 days prior notice to Mr. Moore. In any case, the term of the agreement may
not be extended after Mr. Moore reaches age 65. If we provide prior notice to
Mr. Moore that we are electing not to extend the agreement, Mr. Moore may either
remain until the end of the then-current term of his agreement, or may choose to
terminate the agreement and be paid an amount equal to three times the sum of
his highest base salary and highest annual bonus earned in any year during his
employment ("final highest earnings"). In either such case, all options, stock
appreciation rights, and other awards in the nature of rights that may be
exercised, and all awards of restricted stock, if any, issued to Mr. Moore under
all stock incentive plans of Union Planters (collectively, "incentive awards")
will immediately vest and be exercisable and all restrictions thereon will
lapse. In addition, Mr. Moore will have the right to elect within 90 days after
the effective date of his termination of employment, either to receive a
lump-sum cash-out of his stock options at the then-current spread value or to
have the right to exercise such options from the date of termination through the
remaining term of the options.
If termination of employment is for cause, Mr. Moore will be provided his
base salary through the date of termination plus any annual incentive bonus that
has been previously approved but not paid. In addition, Union Planters must, at
its election, either effect a lump-sum cash-out of Mr. Moore's stock options
(vested and unvested) at the then-current spread value, or declare all such
options to be immediately vested and exercisable by Mr. Moore within one year
from notice of his termination.
If termination of employment is due to death or disability, Mr. Moore will
be provided his base salary through the date of termination plus any annual
incentive bonus that has been previously approved but not paid, and will receive
a severance payment equal to three times his final highest
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26
earnings (as defined above). In either case, all incentive awards will
immediately vest and be exercisable and all restrictions thereon will lapse. In
addition, Mr. Moore or his estate will have the right to elect, within 90 days
after the effective date of Mr. Moore's termination of employment, either to
receive a lump-sum cash-out of his stock options at the then-current spread
value or to have the right to exercise such options from the date of termination
through the remaining term of the options.
The employment agreement also provides that in the event of a change in
control of Union Planters (as defined in the agreements to include certain
business combinations, acquisitions of stock or assets of Union Planters, or
changes in Board composition), Mr. Moore will have the option to extend the term
of this employment agreement for an additional three-year period, beginning on
the later of the date of the renewal notice or the date of the change in
control. Upon the commencement of any such renewal term, any remaining period of
the then-current term of the employment agreement will be canceled. During the
extended renewal term following a change in control, Mr. Moore may resign
without penalty upon 90 days prior notice and receive a lump-sum payment equal
to three times his final highest earnings (as defined above). Also, in the event
of a change in control, all deferred compensation, supplemental retirement
benefits, and incentive awards will immediately vest and be exercisable and all
restrictions thereon will lapse, and any stock or stock equivalents held in a
deferred account on Mr. Moore's behalf will become immediately payable. With
respect to benefits paid, accrued or accelerated by virtue of a change in
control, the agreement requires Union Planters to make certain tax gross-up
payments to cover Mr. Moore's income tax and excise tax liabilities with respect
to such benefits, including tax liabilities associated with the gross-up
payments.
OTHER EMPLOYMENT AGREEMENTS. The employment agreements of our other named
executive officers each specify a term and minimum base salary for the
executive. The date on which the current term of each executive's employment
expires is as follows: Mr. Doxey -- March 1, 2003; Mr. Henriques -- February 1,
2002; and Mr. Schenck -- March 5, 2002. Each employment agreement provides that
the term of the executive's employment is automatically extended unless prior
notice of termination is given. The minimum annual base salary for each named
executive officer is as follows: Mr. Doxey -- $275,000; Mr. Henriques --
$330,000; and Mr. Schenck -- $225,000. In addition to the minimum base salary,
each named executive officer is entitled to additional cash and non-cash
compensation generally based on performance.
Each of Messrs. Doxey's, Henriques' and Schenck's employment agreement
provide for specific payments to be paid to the executive in the
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27
event his employment is terminated within some period after a change in control.
Mr. Doxey's agreement generally provides that if he is terminated within
one year of a change in control, he will be entitled to the following: (1) any
portion of his base salary that he had earned but had not been paid through
termination, (2) any prior year's annual bonus that he had earned but had not
been paid, (3) an additional lump sum payment equal to the base salary due for
the remaining current term of his agreement, but not less than one year's base
salary; and (4) certain additional benefits to which he is entitled under our
plans and programs.
Mr. Henriques' agreement provides that in the event of a change in control,
his employment term will automatically extend for two years. Mr. Henriques
agreement further provides that if he is terminated within two years of a change
in control, he will be entitled to the following; (1) a lump sum payment equal
to the base salary due for the remaining current term of his agreement, but not
less than two times his current base salary; (2) any prior year's annual bonus
that he had earned but had not been paid and a prorated bonus equal to 75% of
his then current base salary for the year in which his employment was
terminated; and (3) certain additional benefits to which he is entitled under
our plans and programs.
Mr. Schenck's agreement provides that if he is terminated within two years
of a change in control, he will be entitled to the following; (1) any portion of
his base salary that he had earned but had not been paid; (2) a lump sum payment
equal to his base salary and annual bonuses due for the remaining current term
of his agreement, but not less than one year's current base salary and annual
bonus; (3) any prior year's annual bonus that he had earned but had not been
paid; and (4) certain additional benefits to which he is entitled under our
plans and programs.
EXECUTIVE BENEFIT PLANS
Union Planters maintains two executive benefit plans for selected
management employees. Eligibility is determined by the Salary and Benefits
Committee, which is also responsible for administering the plans.
The supplemental retirement plan provides a retirement income benefit at
age 62 equal to a percentage of final average earnings as defined in the plan,
with certain reductions described below. The benefit can be paid in either an
equivalent lump sum amount or in annual or monthly installments. The plan is
nonqualified and unfunded, and the amounts payable thereunder are not offset for
social security or other amounts, except as described below.
Currently, Mr. Moore participates in the supplemental retirement plan.
Supplemental annual retirement benefits payable under the plan at age 62 are
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28
equal to 65% of the sum of the executive's highest base salary and highest
annual bonus during any year of employment, less an amount calculated as the
present value of Union Planters' cost of funds related to premiums paid on a
split-dollar life insurance policy on the life of the executive and his spouse,
which premiums will be reimbursed in full to Union Planters from the cash value
of the policy. The annual supplemental retirement benefit under the plan is
reduced 6% per year for early retirement after age 55 but before age 62. In
addition, annual supplemental retirement benefits vest following a termination
or a change in control as defined in the plan and the agreement with Mr. Moore.
The deferred compensation plan allows participants to defer a portion of
their cash compensation into a nonqualified savings plan. The plan credits
interest annually equal to the greater of 120% of the mid-term applicable
federal rate or the Union Planters common stock total investment return. In
addition, Union Planters matches amounts deferred with a 25% company
contribution. The plan returns the compensation deferred plus interest earned
upon termination of employment or earlier if otherwise elected by the
participant.
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COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following table and accompanying graph sets forth Union Planters
cumulative shareholder return (assuming reinvestment of dividends) as compared
to the Standard and Poor's 500 and the New York Stock Exchange Financial
Indicator over a five-year period beginning December 31, 1995.
Note: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.
UNION PLANTERS CORPORATION
TOTAL CUMULATIVE SHAREHOLDER RETURN FOR
CHART FIVE-YEAR PERIOD ENDED DECEMBER 31, 2000
UNION PLANTERS CORPORATION S&P 500 NYSE FINANCIAL INDICATOR
-------------------------- ------- ------------------------
1995 100.00 100.00 100.00
1996 126.46 122.95 128.05
1997 226.73 163.96 180.84
1998 156.99 210.81 190.13
1999 142.94 255.16 188.37
2000 138.16 231.93 235.90
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1996 1997 1998 1999 2000
------------ ------------ ------------ ------------ ------------ ------------
Union Planters
Corporation.............. $100.00 $126.46 $226.73 $156.99 $142.94 $138.16
S&P 500................... $100.00 $122.95 $163.96 $210.81 $255.16 $231.93
NYSE Financial
Indicator................ $100.00 $128.05 $180.84 $190.13 $188.37 $235.90
24
30
CERTAIN RELATIONSHIPS AND TRANSACTIONS
During 2000 some of the directors and officers of Union Planters, and other
persons and entities with which they are affiliated, were customers of, and had
in the ordinary course of business banking transactions with, Union Planters'
subsidiary banks. All loans included in such transactions were made on
substantially the same terms, including interest rates and collateral
requirements, as those prevailing at the time for comparable transactions with
other persons and, in the opinion of management, did not involve more than the
normal risk of collectibility or present other unfavorable features. Such loans
aggregated less than 1% of shareholders' equity as of December 31, 2000.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors has
appointed PricewaterhouseCoopers LLP to serve as the independent public
accountants of Union Planters for its fiscal year ending December 31, 2001. The
Board seeks to have the shareholders ratify the appointment of
PricewaterhouseCoopers. PricewaterhouseCoopers, which has served as the
independent public accountants of Union Planters since 1985, follows a policy of
rotating the partner in charge of Union Planters' audit every seven years.
Representatives of PricewaterhouseCoopers will be present at the Annual Meeting
to respond to questions and to make a statement if they desire to do so. If the
appointment of PricewaterhouseCoopers is not ratified by the shareholders, the
Board of Directors may appoint other independent public accountants based upon
the recommendation of the Audit Committee.
The Board of Directors unanimously recommends you vote for the ratification
of the appointment of PricewaterhouseCoopers LLP as independent public
accountants FOR fiscal year 2001.
INFORMATION ON FEES PAID TO INDEPENDENT
PUBLIC ACCOUNTANTS
AUDIT FEES
The aggregate fees billed by PricewaterhouseCoopers LLP for professional
services rendered for the audit of our annual financial statements for the
fiscal year ended December 31, 2000 and for the reviews of the financial
statements included in our Quarterly Reports on Form 10-Q for that fiscal year
were $1.50 million.
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FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
There were no fees billed by PricewaterhouseCoopers LLP for professional
services rendered for information technology services relating to financial
information systems design and implementation for the fiscal year ended December
31, 2000.
ALL OTHER FEES
The aggregate fees billed by PricewaterhouseCoopers LLP for services
rendered to Union Planters, other than the services described above under "Audit
Fees" and "Financial Information Systems Design and Implementation Fees" for the
fiscal year ended December 31, 2000 were $4.45 million.
SHAREHOLDER PROPOSAL
PROPOSAL
David C. Mann submitted the proposal set forth below, which may be
presented for a vote at the Annual Meeting. The proposal is required to be
included in this proxy statement by the rules of the Securities and Exchange
Commission and is not endorsed by the Board of Directors of Union Planters, nor
is the Board of Directors responsible in any way for the contents of the
proposal or the accompanying statement. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST APPROVAL OF THIS SHAREHOLDER PROPOSAL. You may request the address and
shareholdings of Mr. Mann by submitting a request for this information to the
Corporate Secretary of Union Planters. The proposal is as follows:
RESOLVED, that the shareholders of Union Planters do hereby recommend that
the Board of Directors immediately take the steps necessary to actively seek a
sale or merger of Union Planters on terms that will maximize share value for
shareholders.
The shareholder's supporting statement is as follows:
Because recent changes in the federal interstate banking laws have
significantly reduced geographic restrictions for interstate banking activity
there will be more competition from larger and more efficient banks. Union
Planters may be too small to compete effectively in this new environment.
Therefore, I believe that the greatest value to the shareholders will be
realized through a merger or sale.
Since one of the effects of deregulation has been rapid consolidation in
the banking industry, a window of opportunity is now open for the shareholders
of Union Planters and time is of the essence. The Board of
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Directors should take advantage of this active market by immediately seeking out
opportunities to merge into a larger and more competitive bank.
I believe that a sale would benefit the risk-taking shareholders who are
the majority.
RECOMMENDATION OF THE BOARD OF DIRECTORS AND MANAGEMENT RESPONSE
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
AGAINST THE SHAREHOLDER PROPOSAL FOR THE FOLLOWING REASONS:
- The returns on investments we have made in the franchise over the last
several years are beginning to be realized and will significantly improve
the operating results for Union Planters, thereby increasing shareholder
value.
- Given the high payout ratio for dividends on Union Planters common stock,
the Board believes that it is likely that an acquisition of Union
Planters by those institutions capable of acquiring Union Planters at
today's premiums would result in a reduction in the dividends paid to
Union Planters' shareholders.
- The Board of Directors has never foreclosed the possibility of any
strategic transaction that is in the best interest of Union Planters and
its shareholders; it regularly reviews its strategic focus and regularly
considers strategic activities that may be taken to maximize long-term
shareholder value.
- Premiums paid in merger transactions in the current environment are well
below the premiums that were paid in the latter part of the 1990s.
- The Board believes that adopting the proposal would adversely affect its
ability to retain and attract customers as well as personnel and
therefore would be detrimental to the financial interests of Union
Planters and its shareholders.
The Union Planters Board of Directors strongly believes that adoption of
this proposal will not be in the best interest of the shareholders of Union
Planters. The Board is committed to maximizing long-term shareholder value in
accordance with its fiduciary duties and believes that this resolution would
undermine the ability of the Board to fulfill such duties. Union Planters has
never foreclosed the possibility of any strategic transaction that is in the
best interest of Union Planters and its shareholders.
The Board of Directors believes that its current business strategy is
enhancing long-term shareholder value.
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Since January 1, 1994, through year-end 2000, Union Planters took advantage
of the significant consolidation occurring in the financial services industry by
acquiring approximately 50 financial institutions, representing approximately
$32 billion in assets. In pursuing these acquisitions, the Board and management
of Union Planters recognized, as have many other institutions, and as the
shareholder's supporting statement reflects, that an institution with a greater
asset size can more efficiently provide a broader array of financial services
through a wider variety of distribution channels than can a smaller institution.
Additionally, the acquisitions were intended to increase the value of the
franchise through entering additional markets and providing Union Planters with
greater market penetration and new products to cross-market throughout all of
its markets. Union Planters currently operates in 12 states through
approximately 847 banking offices and 1,065 ATMs. Union Planters provides a full
range of banking services and banking-related services, including mortgage
lending, trust, SBA lending, brokerage, and insurance, among others. We are
currently the 27th largest bank holding company in the United States, our stock
trades on the New York Stock Exchange and we are included in the S&P 500 Index.
While we have amassed significant size in order to compete more effectively
and efficiently and to meet the competition brought about by de-regulation as
referenced in the shareholder's supporting statement, the focus of Union
Planters over the past several years, has been to carefully examine the various
franchises that we acquired in order to maximize the earnings potential of the
institution. Our efforts to rationalize the assembled franchises, have included
consolidating substantially all of our banking charters and implementing a plan
to provide for complete and common product lines in all of our markets, and
common systems and procedures at the local level throughout the organization. We
have also made significant investments in personnel and technology to provide
common back-office support centers, reduce costs, better serve our customers,
and provide better information to manage the organization. We have also
assembled a very talented senior management team. As our rationalization efforts
continued, our merger and acquisition activity slowed as we completed only one
acquisition in all of 2000.
The significant investments made by us over the last several years in our
franchise are beginning to result in improved performance. As we reported on
January 18, 2001, we had cash operating earnings for the fourth quarter of 2000
of $116.6 million, or $.86 per diluted share, an increase of 14.7% over the $.75
per diluted share for the same period in 1999. Cash operating earnings exclude
nonoperating items and goodwill and other intangibles amortization, net of
taxes. Net earnings for the fourth quarter were $103.5 million, or $.76 per
diluted share, an increase of 10.1% over the $.69 per diluted share for the same
period in 1999. For the full year 2000, cash
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operating earnings were a record $461.6 million, or $3.38 per diluted share, an
increase of 9.7% over the $3.08 per diluted share reported for 1999. These
earnings provided a return on average assets of 1.36%, a return on average
common equity of 16.50%, and a return on average tangible common equity of
25.26%. Underlying these results for 2000, were a 12.7% increase in average
loans (excluding loan securitizations and sales) over 1999, an increase of 10.8%
in operating noninterest income over 1999, with an 18.1% increase in the fourth
quarter of 2000 over the same period in 1999, and an efficiency ratio for 2000
of 56.59%, compared to 57.35% for 1999. We also maintained our strong credit
quality and capital strength. We do not believe the market price of Union
Planters common stock reflects the underlying strength of the organization, and
therefore we have been an aggressive purchaser of our own stock. In February
2000, Union Planters completed the purchase of 7.1 million shares of Union
Planters common stock and has since that time purchased an additional 1.6
million shares.
While we believe we are making significant progress in improving the
operating performance of Union Planters, the Board believes that the returns
from investments made in management, systems, and technology are just beginning
to be realized and that such investments should result in significantly improved
operating results for Union Planters, thereby increasing shareholder value over
time. Additionally, the Board of Directors regularly reviews the merger activity
of financial institutions and is aware that the premiums paid in merger
transactions in the current environment are well below the premiums that were
paid in the latter part of the 1990s. In addition, given the high payout ratio
for dividends on Union Planters common stock, the Board believes that it is most
likely that any acquisition of Union Planters by those institutions capable of
effecting an acquisition of Union Planters at today's premiums would result in a
material reduction in the dividends paid to Union Planters shareholders. In
summary, the Board does not believe that a sale of Union Planters at this time
would maximize shareholder value.
The Board of Directors believes that it would be very unfortunate for
shareholders if Union Planters sacrificed its growth prospects to pursue a
short-term gain that may or may not be obtainable, given current market
conditions. The Board of Directors notes that in a number of recent mergers, the
stock of the acquiring bank has declined sharply upon announcement of the
merger. The Board also notes that integration and other difficulties of large
mergers have led to severe declines in the prices of stocks of a number of
acquirers. Nevertheless, the Board of Directors regularly reviews, with the
assistance of outside advisors, its strategic focus and regularly considers
strategic actions that may be taken to maximize long-term shareholder value. The
Board of Directors has been and will continue to be open to the full range of
strategic options which may allow Union Planters' shareholders to
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realize the intrinsic value of Union Planters. Union Planters has not adopted a
"just say no" policy.
The Board of Directors is concerned that the adoption of this proposal
could undermine Union Planters, and would thus be detrimental to the financial
interests of Union Planters and its shareholders. Although the non-binding
proposal does not require the Board to take any action, the Board of Directors
believes that its adoption would result in uncertainty regarding Union Planters'
future that would adversely affect its ability to retain and attract customers
as well as personnel.
The Board of Directors also believes that the adoption of this proposal
could adversely affect its ability to effect a strategic merger or sale of Union
Planters on the most favorable terms possible to shareholders if such a course
of action were determined to be appropriate. A company's decision to pursue a
strategic transaction involves consideration of a set of complex factors
including the evaluation of the economic prospects of the company and the impact
of market and industry conditions on the timing of the transaction. The
resolution urges immediate action on the part of the Board of Directors. Given
the current trading range of Union Planters' common stock and its strong growth
prospects, the Board of Directors believes it is not likely that immediate
action will constitute the most probable avenue by which the shareholders may
realize the intrinsic value of Union Planters.
OTHER INFORMATION
SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING
Any shareholder proposals intended to be presented at Union Planters' 2002
Annual Meeting of shareholders must be received in writing by Union Planters at
the corporate offices no later than November 16, 2001. Any proposal submitted
after that date will be considered untimely. It will not be included in our
proxy statement and form of proxy relating to the 2002 Annual Meeting, and, if
raised at such Annual Meeting, management proxy holders would be allowed to use
their discretionary voting authority to vote on the proposal even though there
is no discussion of the proposal in our proxy statement.
ANNUAL REPORTS AND EXHIBITS
Union Planters' Annual Report to Shareholders is enclosed with this proxy
statement. Biographical information about our executive officers is included in
Part I of the Annual Report on Form 10-K we are filing with the Securities and
Exchange Commission for 2000, under the section entitled "Executive Officers of
the Registrant." Neither the Annual Report to
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Shareholders nor the Form 10-K is to be considered proxy-soliciting material
except to the extent expressly incorporated by reference in this proxy
statement.
ANY SHAREHOLDER WHO WISHES TO OBTAIN A COPY, WITHOUT CHARGE, OF UNION
PLANTERS' ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31,
2000, WHICH INCLUDES FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES,
WHICH IS REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY
CONTACT THE CORPORATE MARKETING DIVISION, A1E AT POST OFFICE BOX 387, MEMPHIS,
TENNESSEE 38147, OR AT TELEPHONE NUMBER (901) 580-6604.
PLEASE MARK, DATE, SIGN, AND RETURN THE ENCLOSED PROXY CARD (OR VOTE BY
TELEPHONE OR INTERNET) AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY STILL VOTE
IN PERSON, SINCE THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE BY
DELIVERING TO THE CORPORATE SECRETARY OF UNION PLANTERS A WRITTEN REVOCATION OF
THE PROXY.
SOLICITATION OF PROXIES
Some of Union Planters' directors and officers, who will receive no
additional compensation, may solicit proxies in person, and by telephone,
telegraph, telecopy, facsimile, or mail, from brokerage houses and other
institutions, nominees, fiduciaries, and custodians, who will be required to
forward the proxy materials to beneficial owners of Union Planters common stock.
Union Planters will, upon request, reimburse such intermediaries for their
reasonable expenses in forwarding proxy materials but will not pay fees,
commissions, or other compensation.
To assist the Board of Directors, Union Planters has retained Morrow &
Company, Inc. to provide proxy solicitation services at a fee of $7,500 plus
customary expenses. The Trust Division of Union Planters Bank, N.A. has also
been retained to assist in the solicitation of proxies. The providers of the
proxy solicitation services are expected to communicate in person, or by
telephone, telegraph, telecopy, facsimile, or mail with those shareholders who
have not responded within a reasonable time to urge them to return their
proxies. The cost of solicitation of proxies will be borne by Union Planters.
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APPENDIX A
AUDIT COMMITTEE CHARTER
The Board of Directors (the "Board") of Union Planters Corporation (the
"Corporation") and its subsidiaries has created a committee of directors to be
known as the DIRECTORS' AUDIT COMMITTEE (the "COMMITTEE"). The composition,
membership requirements, goals, objectives, processes, duties and
responsibilities of the COMMITTEE are as follows:
COMPOSITION AND MEMBERSHIP REQUIREMENTS
The Board annually shall (a) review and approve the composition of the
COMMITTEE, which will be comprised of at least four but not more than eight
directors of the Corporation; (b) review and reassess the adequacy of the
COMMITTEE charter; (c) determine that each member is, in the Board's judgment,
financially literate; (d) designate one of the members as chairperson of the
COMMITTEE; (e) ensure the COMMITTEE is comprised of at least two members with
banking, accounting or related financial management expertise; and (f) require
each member of the COMMITTEE to confirm "independence" (in accordance with the
standards set by the New York Stock Exchange) in writing.
Under exceptional and limited circumstances where the Board determines that
membership is in the best interests of the Corporation, the Board may override
the independence requirements for one member of the COMMITTEE, except in the
case where that member is employed as an executive of another company where any
of the Corporation's executives serve on that company's compensation committee.
GOALS AND OBJECTIVES
The primary goal of the COMMITTEE will be to assist the Board in fulfilling
its fiduciary responsibilities relating to the accounting and reporting
practices of the Corporation and its subsidiaries. In addition, the COMMITTEE
will:
- Oversee and appraise the quality of the Corporation's overall audit and
compliance efforts.
- Maintain, by scheduling regular meetings, open lines of communication
among the Board, the Corporate Risk Manager and Audit Director (or
equivalent positions of responsibility) and the
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Corporation's independent accountants to exchange views and information
as well as confirm their respective authority and responsibilities.
- Serve as an independent and objective party to review financial
information presented by management to shareholders, regulators and other
third parties.
- Evaluate management's assertion regarding the adequacy and effectiveness
of the Corporation's internal control over financial reporting.
- Appraise the operating controls in terms of compliance with policies,
procedures, laws and regulations.
DUTIES AND RESPONSIBILITIES
The COMMITTEE will hold at least four regular meetings per year, and such
additional meetings as the Chairperson shall require in order to fulfill the
following duties and responsibilities:
- Review the Corporation's principal financial reports including
disclosures regarding forward looking information included in documents
filed with the Securities and Exchange Commission ("SEC") with management
and the independent accountants, including the Corporation's quarterly
financial information prior to the release of quarterly earnings. If
required, this responsibility can be assumed by the Board.
- Review with management and the independent accountants all significant
accounting changes proposed by the Corporation.
- Review and assess adequacy of all significant accounting estimates used
in the preparation of the Corporation's financial statements with
management and the independent accountants.
- Require periodic reports from management, the independent accountants and
the Audit Director on any significant proposed regulatory, accounting or
reporting issues to assess the potential impact upon the Corporation's
accounting and financial reporting policies.
- Concur with executive management's hiring, termination or reassignment of
responsibilities of the Corporate Risk Manager and Audit Director (or
equivalent positions of responsibility).
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- Review the joint audit plan of the independent accountants and Audit
Director, including adequate coverage of areas with higher risk.
- Meet regularly with the Audit Director and the independent accountants,
evaluate the effectiveness of the audit efforts and assure that no
management restrictions are being placed on such audit activities,
including executive sessions as needed.
- Review the written reports (or summaries thereof) from the Audit Director
and independent accountants to evaluate the adequacy of the Corporation's
operating and accounting policies and procedures and the internal
control.
- Determine that management is taking appropriate and timely corrective
actions with regard to comments from the Audit Director and the
independent accountants.
- Recommend to the Board the appointment of the independent accountants
each year with an understanding that the independent accountants are
ultimately accountable to the Board and the COMMITTEE, as representatives
of shareholders, and the Corporation and the COMMITTEE have the ultimate
authority and responsibility to select, evaluate, approve fees for and,
where appropriate, replace the independent accountants (or to nominate
the independent accountants to be proposed for shareholder approval in
any proxy statement).
- Assure that an independent audit is conducted in compliance with
statutory and regulatory requirements.
- Discuss with the independent accountants the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit.
- Obtain from independent accountants an annual confirmation, in writing,
that they are independent with respect to the Corporation within the
meaning of the Securities Act of 1933 and the applicable rules and
regulations thereunder adopted by the Securities and Exchange Commission.
- Review with management and the independent accountants the basis for
reports issued as required by 12 CFR Part 363 (Federal Deposit Insurance
Corporation Improvement Act of 1991).
- Meet periodically with management to review the Corporation's major
financial risk exposures and the steps management has taken to monitor
and control such exposures, including litigation reports and insurance
policies in force.
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- Review all regulatory reports (or summaries thereof) submitted to the
Corporation, including management's response thereto.
- Make inquiries of management, the Audit Director and the independent
accountants regarding the occurrence of any illegal acts. Upon being
informed of an illegal act other than matters which are considered
clearly inconsequential, the COMMITTEE will ensure that the actions
required by the Private Securities Litigation Reform Act of 1995 are
carried out, including timely notification of such matters to the SEC.
- Prepare the report required by the rules of the SEC to be included in the
Corporation's annual proxy statement.
- Identify and direct any special projects or investigations deemed
necessary.
- Submit minutes to the Board summarizing the work performed by the
COMMITTEE.
The COMMITTEE may engage, at the Corporation's expense, its own special
legal, accounting or other consultants. The selection of such consultants shall
be approved by the COMMITTEE and reflected in the minutes of the meetings of the
COMMITTEE. The COMMITTEE shall be satisfied that such consultants are
sufficiently independent of the Corporation and its affiliates to provide the
COMMITTEE with disinterested advice.
The COMMITTEE may request any officer or employee of the Corporation or the
Corporation's outside counsel or independent accountants to attend a meeting of
the COMMITTEE or to meet with any member of, or consultants to, the COMMITTEE.
While the COMMITTEE has the responsibilities and powers set forth in this
Charter, it is not the duty of the COMMITTEE to plan or conduct audits or to
determine that the Corporation's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent accountants. Nor is it the duty
of the COMMITTEE to conduct investigations, to resolve disagreements, if any,
between management and the independent accountants or to assure compliance with
laws and regulations and the Corporation's code of conduct.
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UNION PLANTERS CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING, APRIL 19, 2001
THE UNDERSIGNED HOLDER OF COMMON STOCK OF UNION PLANTERS CORPORATION, A
TENNESSEE CORPORATION (THE "COMPANY"), HEREBY APPOINTS TAMMY LOCASCIO AND JOHN
V. WHITE, OR EITHER OF THEM, AS PROXY HOLDERS FOR THE UNDERSIGNED, WITH FULL
POWER OF SUBSTITUTION IN EACH OF THEM, TO ATTEND THE ANNUAL MEETING OF THE
SHAREHOLDERS OF THE COMPANY TO BE HELD AT UNION PLANTERS BANK, NATIONAL
ASSOCIATION, 6200 POPLAR AVENUE, MAIN FLOOR, MEMPHIS, TENNESSEE 38119, ON APRIL
19, 2001, AT 1:00 P.M. CDT, AND ANY POSTPONEMENT OR ADJOURNMENT THEREOF, TO CAST
ON BEHALF OF THE UNDERSIGNED ALL VOTES THAT THE UNDERSIGNED IS ENTITLED TO CAST
AT SUCH MEETING AND OTHERWISE TO REPRESENT THE UNDERSIGNED AT THE MEETING WITH
ALL POWERS POSSESSED BY THE UNDERSIGNED IF PERSONALLY PRESENT AT THE MEETING.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE ANNUAL MEETING OF
SHAREHOLDERS AND OF THE ACCOMPANYING PROXY STATEMENT AND REVOKES ANY PROXY
HERETOFORE GIVEN WITH RESPECT TO SUCH MEETING. THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST AS INSTRUCTED. IF THIS PROXY IS EXECUTED BUT NO
INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE
CAST "FOR" EACH OF THE NOMINEES FOR DIRECTOR AND "FOR" PROPOSAL 2 AND "AGAINST"
PROPOSAL 3 SET FORTH ON THE REVERSE SIDE HEREOF AND IN THE DISCRETION OF THE
PROXY HOLDER ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING AND
ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
-----------------------------------------------
-- FOLD AND DETACH HERE --
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2 AND AGAINST
PROPOSAL 3.
Please mark your votes as indicated in this example [X]
1. Election of Directors
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed below to vote for all
(except as marked nominees listed below
to the contrary)
CLASS I 01 Lou Ann Poynter
CLASS II 02 Albert M. Austin, 03 George W. Bryan, 04 Spence L. Wilson
CLASS III 05 John R. Roberts, 06 Jorge M. Perez
To withhold as to less than all nominees, strike through the names of
the one or more nominees for whom you wish to withhold.
2. Ratification of the appointment of PricewaterhouseCoopers LLP as
independent public accountants for the fiscal year ending
December 31, 2001.
For Against Abstain
[ ] [ ] [ ]
MANAGEMENT RECOMMENDS A VOTE AGAINST THIS PROPOSAL
3. Approval of the shareholder proposal described in the proxy statement.
For Against Abstain
[ ] [ ] [ ]
The proxy holder may vote and otherwise represent the undersigned on any other
matter which may properly come before the meeting or any adjournment or
postponement thereof in the discretion of the proxy holder.
Each of the foregoing proposals is more fully described in the accompanying
proxy statement.
Dated , 2001
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Signature(s)
NOTE: Please sign exactly as your name or names appears hereon. For joint
account, each owner should sign. When signing as officer, executor,
administrator, attorney, trustee or guardian, or in any other legal capacity,
please give your full title(s) under signature(s).
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FOLD AND DETACH HERE
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INSTRUCTIONS IF VOTING BY TELEPHONE OR INTERNET
UNION PLANTERS CORPORATION encourages you to take advantage of convenient ways
to vote your shares. If voting by proxy, you may vote by mail, or choose one of
the two methods described below. Your telephone or Internet vote authorizes the
named proxy holders to vote your shares in the same manner as if you marked,
signed, and returned your proxy card. To vote by telephone or Internet, read the
accompanying proxy statement and then follow these easy steps:
You will be asked to enter a CONTROL NUMBER which is located in the lower right
hand corner of this Form.
VOTE BY PHONE
Option #1: To vote as the Board of Directors recommends on ALL proposals:
Press 1
When asked, please confirm your vote by pressing 1
Option #2: If you choose to vote on each proposal separately, press 0. You will
hear these instructions.
Item 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees, press
9.
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen to the
instructions.
Item 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0. THE
INSTRUCTIONS ARE THE SAME FOR THE REMAINING ITEMS TO BE VOTED.
When asked, please confirm your vote by pressing 1.
VOTE BY INTERNET: THE WEB ADDRESS IS www.proxyvoting.com/UPC
IF YOU VOTE BY PHONE OR INTERNET, DO NOT MAIL THE PROXY CARD.
THANK YOU FOR VOTING!
CALL ** TOLL FREE** ON A TOUCH-TONE
TELEPHONE
1-888-215-6897 -- ANYTIME
There is NO CHARGE to you for this call.