SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Union Planters Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:
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(Union Planters Corporation Logo)

NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS

MEETING DATE: APRIL 15, 1999

Dear Shareholder:

You are cordially invited to attend this year's Annual Meeting of
Shareholders of Union Planters Corporation.

DATE: Thursday, April 15, 1999

TIME: 10 a.m. (Memphis time)

PLACE: Union Planters Administrative Center
Assembly Room C, Lake Level
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018

PROPOSALS: The following proposals are on the agenda for action by shareholders
at the Annual Meeting:

- To elect eight directors, including three Class I directors and five
Class III directors;

- To ratify the selection of PricewaterhouseCoopers LLP as our independent
accountants and auditors;

- To amend the 1992 Stock Incentive Plan; and

- To transact such other business as may properly come before the meeting.

RECORD DATE: The close of business on February 18, 1999, is the record date for
determining shareholders entitled to notice of and to vote at the
meeting.

In addition to the matters on the agenda for the Annual Meeting, there will
be a report on current operations.

Whether or not you plan to attend the meeting, please sign, date, and
promptly return the enclosed proxy. You may attend the Annual Meeting even
though you have executed a proxy. If for any reason you desire to revoke your
proxy, you may do so at any time before the voting as described in the
accompanying proxy statement.

Very truly yours,
/s/ Benjamin W. Rawlins, Jr.
Benjamin W. Rawlins, Jr.
Chairman and Chief Executive Officer

PLEASE VOTE PROMPTLY
March 19, 1999
3

UNION PLANTERS CORPORATION
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018

---------------------

PROXY STATEMENT
---------------------

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Union Planters Corporation. These proxies
will be voted at the Annual Meeting of Union Planters on Thursday, April 15,
1999.

Your vote is important. Please complete, date, and sign the accompanying
proxy card and return it in the postage-paid return envelope which has been
provided so you can be sure your shares are represented at the Annual Meeting.

This proxy statement provides information about Union Planters, the
proposals on the agenda for the Annual Meeting and this proxy solicitation. As
used in these materials, the terms "we," "our," "Union Planters," and the
"Corporation" refer to Union Planters Corporation. This proxy statement and the
enclosed proxy card are first being sent to shareholders on or about March 19,
1999.

VOTING

Voting Rights. You are entitled to notice of the Annual Meeting and to
vote your Common Stock if our records showed that you owned your shares of
Common Stock as of the close of business on February 18, 1999. As of the close
of business on that date, there was a total of 142,479,356 shares of Common
Stock outstanding and entitled to vote. Each share of Common Stock has one vote.

Using a Proxy to Vote. If you hold your shares in your own name as a
holder of record, you may indicate on the enclosed proxy card how you want your
shares voted and sign, date, and mail the proxy card in the postage-paid
envelope that we have provided to you. The proxies will vote your shares in
accordance with those instructions. If you give us a proxy without giving
specific voting instructions, your shares will be voted by the proxies for the
director nominees and the proposals recommended by our Board of Directors. We
are not aware of any other matters to be presented at the Annual Meeting except
for those described in this proxy statement. If any other matters not described
in the proxy statement are properly presented at the meeting, the proxies will
have discretionary authority to vote your shares, and will vote your shares in
accordance with the recommendations of the Board of Directors. If the meeting is
adjourned, the proxies may vote your shares on the new meeting date as well
unless you revoke your proxy.

If your Common Stock is held in "street name," the broker, bank, or other
nominee holding your shares will send you directions you must follow in order to
provide it with instructions on how to vote your shares.

How to Revoke Your Proxy. If you complete and mail in the proxy card
before the Annual Meeting, you may revoke the proxy at any time before it is
voted. You may revoke the proxy by either (1) delivering written notice of
revocation to the Secretary of Union Planters or (2) delivering a later dated
proxy or (3) voting in person at the Annual Meeting.

Votes Required. To transact business at the Annual Meeting, a majority of
the outstanding Common Stock entitled to vote must be represented at the meeting
in person or by proxy. If you have returned a
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properly executed proxy card or attend the meeting in person, your Common Stock
will be counted for the purpose of determining whether there is a quorum, even
if you wish to abstain from voting on some or all matters introduced at the
meeting. Like abstentions, "broker non-votes" will be counted for quorum
purposes. We do not count abstentions or broker non-votes as votes for or
against a proposal. As a result, they will not affect the outcome of the vote on
the election of directors (Proposal 1) or the proposals to ratify our selection
of the independent auditors and accountants (Proposal 2) or to amend the 1992
Stock Incentive Plan (Proposal 3).

With respect to Proposal 1, assuming the presence of a quorum, directors
will be elected based on a plurality of the votes cast. Cumulative voting is not
permitted in the election of directors.

With respect to Proposal 2, assuming the presence of a quorum, the
selection of PricewaterhouseCoopers LLP will be ratified if the votes cast in
favor exceed the votes cast in opposition.

With respect to Proposal 3, assuming the presence of a quorum, the
amendment to the 1992 Stock Incentive Plan will be approved if the votes cast in
favor exceed the votes cast in opposition.

PROPOSAL 1: 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 serves a three-year term and
only one class is elected at each annual meeting of shareholders. Class III
directors are to be elected this year. In addition, three Class I directors who
have joined our Board of Directors during the past year will stand for election
at the Annual Meeting.

At the Annual Meeting, five directors are to be elected in Class III, for a
term to expire at the annual meeting of shareholders to be held in 2002. The
Board of Directors has nominated, and recommends, P. S. Lewis, Jr., J. W. Moore,
V. L. Rawlins, D. M. Thomas, and R. A. Trippeer, Jr. for election as directors
in Class III. Each of these individuals is currently serving as a director in
Class III.

In addition, at the Annual Meeting, three directors are to be elected in
Class I, for a term to expire at the annual meeting of shareholders to be held
in 2000. The Board of Directors has nominated, and recommends, C. E.
Heiligenstein, C. G. Hogan, Sr., and S. L. Kling for election in Class I. Each
of these individuals was appointed by the Board of Directors to serve as a Class
I director during the past year to fill vacancies resulting from an increase in
the size of the Board and the retirement of two directors.

The Board of Directors has no reason to believe that any nominee for
director will not be available for election. However, if any of the nominees
becomes unavailable for election, and unless authority is withheld, the holders
of the proxies solicited hereby will vote for such other individual(s) as the
Board of Directors may recommend.

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INFORMATION ABOUT OUR DIRECTORS AND NOMINEES

The following biographies show the age and principal occupation 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 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 18, 1999.

CLASS I DIRECTORS AND NOMINEES:

Marvin E. Bruce (Age 70)*

- Director of Union Planters since 1989

- Director and Chairman and, from 1973 to July 1994, CEO of TBC
Corporation** (marketer/distributor of auto replacement products)

James E. Harwood (Age 62)

- Director of Union Planters since 1996

- President of Sterling Equities (business management advisory
service)

- Director of Morgan Keegan & Company, Inc.** (investment banking)

X C. E. Heiligenstein (Age 69)

- Director of Union Planters since December 1998

- Attorney (retired)

X C. G. Hogan (Age 69)

- Director of Union Planters since December 1998

- Chairman, Hogan Motor Leasing, Inc. (contract transportation)

X S. Lee Kling (Age 70)

- Director of Union Planters since December 1998

- Chairman, Kling, Rechter & Company (merchant banking)

Stanley D. Overton (Age 70)*

- Director of Union Planters since 1992

- Retired; Chairman, Union Planters Bank of Middle Tennessee, N.A.,
from 1994 to 1997

- Vice Chairman, Union Planters Bank, N.A. ("UPB") from March 1992 to
July 1994

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Donald F. Schuppe (Age 67)

- Director of Union Planters since 1996

- DFS Service Company (consulting)

CLASS II DIRECTORS:

Albert M. Austin (Age 71)

- Director of Union Planters since 1974

- Chairman, Cannon, Austin & Cannon, Inc. (real estate)

George W. Bryan (Age 54)

- Director of Union Planters since 1986

- Senior Vice President, Sara Lee Corporation (Meat Group Division,
meat processing and packaging)

C. J. Lowrance, III (Age 68)

- Director of Union Planters since 1985

- President, Lowrance Brothers & Company, Inc. (planter)

Benjamin W. Rawlins, Jr.*** (Age 61)

- Director of Union Planters since 1974

- Chairman and CEO of Union Planters and UPB

Spence L. Wilson*** (Age 56)

- Director of Union Planters since 1996

- President, Kemmons Wilson, Inc. (hotel development and management,
resort time-sharing, home building, and subdivision development, and
private investment)

CLASS III DIRECTORS AND NOMINEES:

X Parnell S. Lewis, Jr. (Age 51)

- Director of Union Planters since 1996

- President, Anderson-Tully Company (hardwood lumber products)

X Jackson W. Moore*** (Age 50)

- Director of Union Planters since 1986

- President and Chief Operating Officer of Union Planters and UPB

- Director since 1997 of Prison Realty Corporation** or its
predecessor (real estate investment trust)

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X V. Lane Rawlins*** (Age 61)

- Director of Union Planters since 1992

- President, The University of Memphis

X David M. Thomas (Age 68)

- Director of Union Planters since 1998

- Retired; President, Magnolia Federal Bank for Savings from 1988 to
1993

X Richard A. Trippeer, Jr. (Age 59)

- Director of Union Planters since 1974

- President, R. A. Trippeer, Inc. (investments)
- ---------------

* Marvin E. Bruce and Stanley D. Overton will retire as directors in April
1999.

** 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 President J. W. Moore. There is no
family relationship between B. W. Rawlins and V. L. Rawlins.

Following the retirement of Messrs. Bruce and Overton and the election of
directors at the Annual Meeting, the Board of Directors will consist of 15
members, with five directors serving in each class.

BOARD COMMITTEES

Among other committees of the Board of Directors are the Directors' Audit
and Examining Committee and the Salary and Benefits Committee. Information about
these two committees follows. The Board does not have a standing nominating
committee or a committee performing similar functions.

The Directors' Audit and Examining Committee: Held five meetings during 1998.
Current members: Messrs. Bruce, Lewis, Overton, L. Rawlins, and Schuppe.
Functions: This committee makes recommendations to the Board with respect to
the selection of independent accountants; the review and scope of audit
arrangements; the independent accountants' suggestions for strengthening
internal accounting controls; matters of concern to the Committee, the
independent accountants, or management relating to our financial statements or
other results of the annual audit; the review of internal accounting procedures
and controls with our financial and accounting staff; the review of the
activities and recommendations of our general auditor and compliance auditors;
and the review of financial statements and other financial information we
publish.

The Salary and Benefits Committee: Held three meetings in 1998. Current
members: Messrs. Austin, Bruce, Bryan, and Harwood. Functions: This committee
makes recommendations to the Board of Directors as to the amount and form of
officer compensation. A subcommittee of the Salary and Benefits Committee,
consisting of the same members, administers our 1992 and 1983 Stock Incentive
Plans and is authorized to grant stock options and award stock without further
approval, except grants to directors.

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BOARD MEETINGS

The Board of Directors held six meetings during 1998. Each of the directors
attended at least 75% of the total number of meetings of the Board and the
Committees on which such director served except for Messrs.
Bryan and Overton who, because of conflicting schedules, attended less than 75%
of the meetings held by the Board.

DIRECTOR COMPENSATION

Directors who are employees of Union Planters or any of its subsidiaries do
not receive compensation for service as directors. Directors who are not
employees of Union Planters or any of its subsidiaries were each paid fees of
$32,500 annually. Compensated directors also receive fees for service on
committees of the Board in the following amounts: Executive Committee, $1,000
per meeting and annual fees for Directors' Audit and Examining Committee,
$5,000; Salary and Benefits Committee, $3,000; Directors' Loan Committee,
$4,000; Community Reinvestment Act Committee, $3,000; and Trust Committee,
$3,000.

Individual directors may, at their option, defer the receipt of directors'
fees. Under alternatives available each year from 1987 through 1998 up to 100%
of a director's annual board and committee fees were deferrable. Such fees, plus
interest, will be paid to the participating director or to his beneficiaries, as
applicable, in monthly payments for a maximum ten-year period commencing on the
earlier of (a) the death of the director; or (b) the later of (i) age 65, or
(ii) completion of five years' participation in the fee deferral program. Eight
directors elected to enter into such nonqualified deferred compensation
agreements for 1998.

Directors who are not employees of Union Planters each received a grant of
50,000 nonstatutory stock options in October 1996, and 25,000 nonstatutory stock
options in October 1998. Such options were granted at market value on the date
of grant and vest in 20% annual increments beginning six months from the dates
of grant.

SHARE OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table shows the number of shares of Common Stock and Common
Stock equivalents beneficially owned as of February 18, 1999, by each of the
directors, each of the executive officers named in the Summary Compensation
Table below, and all directors and executive officers as a group.

SHARES OF COMMON STOCK
BENEFICIALLY OWNED(1)
----------------------------
DIRECTLY(2) INDIRECTLY(3) PERCENT
----------- ------------- -------

Albert M. Austin......................................... 49,036 3,000 *
12,568(5)(6)
266(7)(8)
Marvin E. Bruce(9)....................................... 38,500 *
George W. Bryan.......................................... 39,900 1,000(7)(8) *
James E. Harwood......................................... 23,172(4) 28,975 *
1,525(5)(6)
6,802(7)(8)
C. E. Heiligenstein...................................... 247,141 2,784(5)(6) *
4,865(7)(8)
Carl G. Hogan............................................ 19,015 11,203 *
1,406(5)(6)

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SHARES OF COMMON STOCK
BENEFICIALLY OWNED(1)
----------------------------
DIRECTLY(2) INDIRECTLY(3) PERCENT
----------- ------------- -------

S. Lee Kling............................................. 219,888 19,893 *
1,505(5)(6)
Parnell S. Lewis, Jr..................................... 37,552 4,600 *
176(5)(6)
C. J. Lowrance, III...................................... 56,000 12,152 *
Jackson W. Moore......................................... 592,236(4) 21,685 *
3,086(8)
Stanley D. Overton(9).................................... 55,350 200(5)(6) *
John W. Parker........................................... 119,802(4) 3,078 *
4,054(8)
Benjamin W. Rawlins, Jr. ................................ 642,094(4) 19,915 *
9,729(8)
V. Lane Rawlins.......................................... 37,700 -- *
Donald F. Schuppe........................................ 39,175 200(5)(6) *
J. Armistead Smith....................................... 97,549(4) 6,046(8) *
David M. Thomas.......................................... 24,848 19,455(5)(6) *
1,823(7)(8)
Richard A. Trippeer, Jr.................................. 271,720 80,000 *
26,624(5)(6)
M. Kirk Walters.......................................... 72,534(4) 159 *
7,932(8)
Spence L. Wilson......................................... 87,907 1,050 *
8,503
Directors and executive officers as a group (20
people)................................................ 2,771,119(4) 326,259 2.17%

- ---------------

* Less than 1%.
(1) Under applicable SEC rules, a person has "beneficial ownership" of shares if
the person, directly or indirectly, through any contract, relationship,
arrangement, undertaking or otherwise, has or shares "voting power" or
"investment power" over the shares. "Voting power" includes the power to
vote or to direct the voting of the shares. "Investment power" includes the
power to dispose of or direct the disposition of such security. Unless
otherwise indicated, the securities shown are held with sole voting and
investment power. More than one person may be deemed to be a beneficial
owner of the same securities, and a person may be deemed to be a beneficial
owner of securities that are not yet owned but can be acquired within 60
days.
(2) Includes shares, in the amount indicated, as to which the following have the
right to exercise options to purchase within 60 days of February 18, 1999:
A. M. Austin, 35,000; M. E. Bruce, 35,000; G. W. Bryan, 35,000; J. E.
Harwood, 5,000; C E. Heiligenstein, 968; C. G. Hogan, 3,387; S. L. Kling,
9,811; P. S. Lewis; 35,000; C. J. Lowrance, 35,000; J. W. Moore, 305,059; S.
D. Overton, 41,000; J. W. Parker, 65,653; B. W. Rawlins, 445,852; V. L.
Rawlins, 35,000; D. F. Schuppe, 35,000; J. A. Smith, 69,563; D. M. Thomas,
5,000; R. A. Trippeer, 35,000; M. K. Walters, 37,203; S. L. Wilson, 44,239;
and all directors and executive officers as a group, 1,312,735.

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(3) May include shares (a) owned as trustee; or (b) owned in the name of the
spouse, minor children or other relative of the director, or (c) owned by a
corporation, partnership or other legal organization in which the director
has a substantial beneficial interest.
(4) In addition to the shares shown, the following persons have deferred receipt
of shares resulting from stock option exercises in the amounts indicated
which are issuable at future dates pursuant to an irrevocable Stock Option
Deferral Agreement: J. E. Harwood, 20,517; J. W. Moore, 145,424; J. W.
Parker, 20,970; B. W. Rawlins, 312,982; J. A. Smith, 19,113; M. K. Walters,
12,900; and all directors and executive officers as a group, 531,906.
(5) Shared investment power.
(6) Shared voting power.
(7) No voting power.
(8) No investment power.
(9) M. E. Bruce and S. D. Overton will retire as directors in April 1999.

To the knowledge of Union Planters, no persons beneficially owned more than
5% of the outstanding Common Stock as of the record date of February 18, 1999,
as determined in accordance with Section 13(d) of the Securities Exchange Act of
1934 and applicable rules promulgated thereunder.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

Subject to shareholders' ratification, the Board of Directors has selected
PricewaterhouseCoopers LLP to be the independent accountants and auditors of
Union Planters for the year ending December 31, 1999. PricewaterhouseCoopers LLP
has served Union Planters in this capacity since 1985. As in the past, a
representative of PricewaterhouseCoopers LLP is expected to attend the Annual
Meeting. The representative will have an opportunity to make a statement and
will be available to respond to appropriate questions from shareholders.

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THIS
PROPOSAL.

PROPOSAL 3: AMENDMENT OF THE 1992 STOCK INCENTIVE PLAN

The Board of Directors recommends approval of the amendment to Union
Planters' 1992 Stock Incentive Plan (the "1992 Plan") to increase the number of
shares Union Planters is authorized to issue under the 1992 Plan from 6,000,000
to 13,000,000 shares. The amendment was adopted by the Board effective as of
February 18, 1999, subject to the approval of the amendment by shareholders at
the Annual Meeting.

The following description is a summary only and is qualified in its
entirety by reference to the 1992 Plan as amended.

PURPOSE

The purpose of the 1992 Plan has been to encourage employees of Union
Planters and its subsidiaries to own stock in Union Planters and thereby provide
an incentive for them to continue to serve at their highest level of
performance. The 1992 Plan has also provided a means through which we may
continue to obtain the services of highly talented persons. The Board of
Directors believes that the 1992 Plan has proved its value in

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contributing to the growth of Union Planters and has succeeded in increasing
ownership of the Common Stock by our key officers.

SHARES SUBJECT TO THE 1992 PLAN, CURRENTLY AND AS PROPOSED

As amended in 1997, the 1992 Plan currently authorizes up to 6,000,000
authorized but unissued shares of Common Stock to be issued or delivered on the
exercise of nonstatutory and incentive stock options and as restricted stock
granted under the 1992 Plan. At the time of the previous amendment, the
6,000,000 shares represented 9% of the then issued and outstanding common
shares. Since that time, Union Planters has made numerous acquisitions
increasing the number of issued and outstanding shares to 142,479,356. In 1998,
Union Planters increased the total number of authorized common shares to
300,000,000 and at that time made no amendment to the 1992 Plan to increase the
number of shares available under the plan. The proposed amendment to the 1992
Plan would increase the number of shares of Common Stock which may be issued
from 6,000,000 to 13,000,000. These 13,000,000 shares represent approximately 9%
of the Common Stock issued and outstanding as of the record date of February 18,
1999, which is consistent with the percentage increase of the 1997 amendment to
the Plan.

As of February 18, 1999, in the aggregate, 565,537 shares had been issued
as restricted stock grants, and options to purchase 5,300,269 shares had been
granted to officers and employees of Union Planters at option prices ranging
from $23.50 to $67.875 per share. As of that date, options as to 3,324,507
shares were vested, and options as to 1,823,956 shares had been exercised. If
the proposed amendment is approved by shareholders at the Annual Meeting, a
total of 7,134,194 shares of Common Stock will be available for future grants
under the 1992 Plan, based on the number of restricted stock grants and options
outstanding or exercised as of February 18, 1999. The closing price of the
Common Stock was $44.50 as of February 18, 1999.

ADMINISTRATION OF THE 1992 PLAN

Unless otherwise determined by the Board, the 1992 Plan is administered by
the Stock Option Committee of the Board of Directors (the "Committee"), which is
a subcommittee of the Board's Salary and Benefits Committee. The requirements
for eligibility to serve on the Committee include the requirements specified by
Section 162(m) of the Internal Revenue Code. Subject to the eligibility and
other provisions of the 1992 Plan, the Committee is authorized to determine the
recipients to whom options or restricted stock will be granted; the number of
shares to be subject to each option or restricted stock grant; the terms upon
which, the times at which, and the period within which such options may be
acquired and exercised; and the terms and conditions of restricted stock grants.
In addition, the Committee is authorized to interpret the 1992 Plan and the
written agreements implementing grants, and to take all other action necessary
or advisable for the administration of the 1992 Plan.

Committee members will be indemnified by Union Planters from any liability
arising in connection with their administration of the 1992 Plan so long as they
have acted in good faith and in a manner which they believe to be in, and not
opposed to, Union Planters' best interests.

THE RIGHT TO AMEND OR TERMINATE THE 1992 PLAN

The Board of Directors may amend or terminate the 1992 Plan, which
otherwise will terminate on February 20, 2002. However, the 1992 Plan may not,
without shareholder approval, be amended so as to

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change the aggregate number of shares that may be issued, to change the class of
employees eligible to participate, or to increase materially the benefits
available to participants.

ELIGIBILITY TO PARTICIPATE IN THE 1992 PLAN

Under the 1992 Plan, nonstatutory stock options, incentive stock options,
and restricted stock may be granted to employees of Union Planters and its
subsidiaries, and nonstatutory options and restricted stock may be granted to
nonemployee directors of Union Planters and its subsidiaries, including members
of the Committee. However, directors who are not also full-time employees are
not eligible to receive incentive stock options.

The Committee has determined that under the 1992 Plan, eligible recipients
of options and restricted stock are executive officers, non employee directors,
senior officers in key positions, and other key managers who are capable of
making a substantial contribution to the earnings of Union Planters or to one of
its subsidiaries and who are recommended to the Committee by management. The
estimated number of eligible participants for each class is thirteen, six,
sixty-five and fifty, respectively.

STOCK OPTIONS GRANTED UNDER THE 1992 PLAN

The Committee is authorized to grant nonstatutory stock options or
incentive stock options (although the latter not to nonemployee directors). The
Committee may grant nonstatutory stock options which, subject to its terms and
restrictions, could be transferable from the optionee to other individuals. The
maximum term for options granted under the 1992 Plan is ten years from the date
of grant, and the exercise prices of options granted cannot be less than the
fair market value of the optioned shares at the date of grant. Options granted
by the Committee typically become exercisable on a cumulative basis as to a
specified percentage of the shares during the term of the option. The fair
market value (determined as of the date the option is granted) of the stock for
which incentive stock options may become exercisable by a particular employee
during any calendar year may not exceed $100,000. The maximum number of shares
that may be awarded to any employee is 20% of the total number of shares
available for grants under the 1992 Plan.

Options granted under the 1992 Plan will expire upon the earliest of
termination for cause; one month after termination of employment (other than for
cause) for any reason except death, disability or normal retirement; one year
after death; or ten years after the date of grant (including disability or
normal retirement).

The Committee is authorized to provide in its discretion for the payment of
the exercise price otherwise than in cash, including by delivery of shares of
Union Planters' common stock (other than restricted stock) valued at fair market
value on the date of exercise, or by a combination of both cash and stock.
Participants in the 1992 Plan also have the right to pay withholding taxes with
shares of Common Stock, by having the shares withheld, or by delivering
previously owned shares when exercising an option or acquiring restricted stock
when the restrictions lapse.

Under the 1992 Plan, the Committee is authorized to grant a "Reload
Option." A Reload Option means an option granted to an optionee upon surrender
of shares of Common Stock in payment of the exercise price upon exercise of the
option. The exercise price for any Reload Option is the fair market value at the
date the Common Stock is surrendered as payment. Other terms of the Reload
Option remain the same as the original option. See the table entitled
"Option/SAR Grants in Last Fiscal Year" on page 14.

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In addition, the Committee may allow an optionee to defer the issue or
transfer of Common Stock which would otherwise be issued or transferred to the
optionee upon exercise of the option. Such deferral would postpone the
recognition of taxable income by the optionee and the deduction by Union
Planters of such taxable amounts.

ADJUSTMENTS, MODIFICATIONS, AND VARIATIONS

The 1992 Plan permits the Committee, in its discretion, to make
anti-dilution adjustments to the number and class of shares subject to the 1992
Plan, and to outstanding options and restricted stock grants, and to option
prices. Adjustments can be made to reflect events such as stock dividends, stock
splits, recapitalizations, mergers, consolidations, or reorganizations of Union
Planters, provided the adjustment does not materially increase the benefits
accruing to Plan participants. In addition, the Committee is permitted to
modify, extend, or renew outstanding options, and to grant options under the
1992 Plan in substitution for options to purchase shares of capital stock of a
corporation acquired by Union Planters, even though the terms and conditions of
the substitute options may vary from the terms and conditions set forth in the
1992 Plan.

RESTRICTED STOCK AWARDS UNDER THE 1992 PLAN

A restricted stock grant does not require the payment of any option price
by the grantee, but instead calls for the transfer of shares to the grantee
subject to forfeiture if conditions prescribed by the Committee, such as
continued employment with Union Planters, are not satisfied. The grantee has the
right to vote and receive dividends with respect to shares acquired upon the
grant of restricted stock, but is not permitted to transfer such shares until
the specified conditions have been satisfied.

FEDERAL INCOME TAX CONSEQUENCES

Incentive stock options. An optionee will not recognize income on the
grant of an incentive stock option. In addition, no income will be recognized on
the exercise of an incentive stock option provided the exercise occurs while the
optionee is an employee or within certain statutorily specified periods after
termination of employment. Assuming that the option is exercised while the
optionee is an employee or during such specified period thereafter, gain or loss
from the sale or exchange of shares acquired upon exercise of the option
generally will be treated as capital gain or loss, provided that the disposition
occurs more than two years after the date of grant of the option and at least
one year after the date of exercise (the "required holding period"). Under these
circumstances, no deduction will be allowable to the employer in connection with
either the grant of incentive stock options or the issuance of shares upon the
exercise. If the option is exercised after termination of employment and after
expiration of the statutorily specified periods, the optionee must recognize
income upon exercise under the same rules as discussed below under the caption
"Nonstatutory stock options."

In general, if shares acquired by the exercise of an incentive stock option
are disposed of prior to the expiration of the required holding period, the
optionee will recognize ordinary income equal to the excess over the exercise
price of the lesser of the amount realized or the market value of the shares at
the time of exercise. Any gain in excess of ordinary income recognized on the
disposition will be capital gain, and any loss will be capital loss. If any
optionee recognizes ordinary income as a result of the disposition, his employer
will be entitled to a deduction of the same amount.

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The exercise of an incentive stock option may result in a tax to the
optionee under the alternative minimum tax because the excess of the market
value of the stock received on the exercise of the option over the exercise
price is a "tax adjustment item."

Nonstatutory stock options. An optionee will not recognize income at the
time the nonstatutory stock option is granted. However, the optionee will
generally recognize ordinary income when the option is exercised, unless the
optionee requests and the Committee permits deferral of issuance or transfer of
the Common Stock to the optionee. In general, the amount of income will be the
excess, if any, of the market value of the shares at the time of exercise over
the exercise price. If the optionee defers the option gain, the optionee will
not recognize income until the end of the deferral period. To defer the option
gain, the optionee is required to use stock to pay the exercise price of the
option. Upon exercise, only "nonprofit" shares (shares with a fair market value
equal to the exercise price) will be transferred to the optionee. The optionee
will not recognize income at the time of exercise. The remaining shares, which
will be delivered to the optionee at the end of the deferral period, will be
taxable as ordinary income at the time such shares are transferred. The amount
of income will be the fair market value of the shares on the date of transfer.

When income is recognized by an optionee in connection with the exercise of
the option, the optionee's employer will be entitled to a deduction, in the
amount of income so recognized by the optionee, for the employer's taxable year
in which the option is exercised.

Use of shares to exercise option. Special rules govern the tax treatment
of the use of stock to pay for an incentive stock option or nonstatutory stock
option.

Restricted stock. A grantee of shares of restricted stock under the 1992
Plan is not required to include the value of such shares in ordinary income
until the first time his rights in the shares are transferable or are not
subject to a substantial risk of forfeiture, whichever occurs earlier, unless
the grantee elects to be taxed on receipt of the shares. In either case, the
amount of income will be the excess of the market value of the stock at the time
the income is recognized (determined without regard to any restriction other
than a restriction which by its terms will never lapse) over the amount paid for
the stock. The grantee's employer will be entitled to a deduction, in the amount
of income recognized by the grantee.

Summary not controlling. The statutes governing the tax treatment of stock
options, restricted stock, and stock acquired by the exercise of options are
quite technical. The above description of tax consequences is necessarily
general in nature and does not purport to be complete. Moreover, statutory
provisions are, of course, subject to change, as are their interpretations. The
tax consequences under state laws may not be the same as under federal laws.

CERTAIN ACCOUNTING CONSEQUENCES

In October 1995, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123 "Accounting for Stock-Based Compensation" ("FAS No.
123"). This statement defines a fair value-based method of measuring and
recording compensation cost associated with employee stock compensation plans.
Under the fair value-based method, compensation cost is measured at the grant
date based on the value of the award and is recognized in income over the
service period. FAS No. 123 encourages adoption of this method of accounting;
however, it also allows an entity to continue to measure compensation cost using
the method of accounting prescribed by APB Opinion No. 25 "Accounting for Stock
Issued to Employees" ("APB No. 25"). Entities electing to continue using the
accounting method in APB No. 25 must make pro forma disclosures of net income
and earnings per share as if the fair value-based method prescribed under FAS
No. 123 had been applied. Union Planters has elected to use this approach. Under
APB No. 25, the grant or

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exercise of stock options does not result in a charge against Union Planters'
earnings as long as the exercise price is not less than 100% of the fair market
value of the Common Stock.

Restricted stock will require a charge to earnings representing the value
of the benefit conferred, which, in the case of restricted stock, may be spread
over the restrictive period. Such charge is based on the market value of the
shares transferred at time of issuance.

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL
OF THE AMENDMENT OF THE 1992 STOCK INCENTIVE PLAN.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION TABLES

The following tables provide a profile of Union Planters' executive
compensation and show, among other things, salaries and bonuses paid during the
last three years, options granted during 1998 and aggregate option exercises in
1998 for our Chief Executive Officer ("CEO") and each of the four other most
highly compensated executive officers of Union Planters.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION(1)
----------------------------------------------
ANNUAL COMPENSATION RESTRICTED
--------------------------------------------- STOCK SECURITIES
OTHER ANNUAL AWARDS($) UNDERLYING
NAME AND COMPENSATION($) (SEE OPTIONS/SARS(#) ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) (SEE NOTE 2) NOTE 3) (SEE NOTE 4) COMPENSATION(5)
------------------ ---- --------- -------- --------------- ---------- --------------- ---------------

B. W. Rawlins, Jr. 1998 700,000 610,000 98,000 3,285,625 585,275 11,485
Chairman and CEO of 1997 645,000 581,000 308,000 -- 150,000 11,244
Union Planters and UPB 1996 590,000 443,000 -- 3,157,000 458,048 11,281
J. W. Moore 1998 500,000 430,000 189,000 2,346,875 484,935 9,298
President and Chief 1997 455,000 410,000 231,000 -- 110,000 9,213
Operating Officer of 1996 380,000 285,000 -- 2,367,750 190,366 9,559
Union Planters and UPB
J. W. Parker 1998 235,000 125,000 269,000 821,406 65,956 12,123
Executive Vice President 1997 215,000 100,000 77,000 -- 42,837 12,252
and CFO of Union 1996 200,000 96,000 -- 749,250 72,660 12,204
Planters and UPB
J. A. Smith 1998 240,000 80,000 311,000 469,375 59,674 11,373
Executive Vice President 1997 240,000 80,000 -- -- 42,239 11,277
and Senior Lending 1996 240,000 10,000 -- -- 10,003 11,604
Officer of Union
Planters and UPB

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M. K. Walters 1998 185,000 70,000 354,000 375,500 39,598 14,523
Senior Vice President, 1997 175,000 60,000 38,000 -- 34,443 11,361
Treasurer, and Chief 1996 165,000 80,000 -- 394,625 39,885 12,579
Accounting Officer of
Union Planters and UPB

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(1) Union Planters maintains two Stock Incentive Plans that were approved by
shareholders in 1983 and 1992.
(2) "Other Annual Compensation" for 1998 consists of certain cash payments in
connection with the long-term compensation plan.
(3) Restricted shares were granted to the named executives in 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 twelve years in equal amounts annually and are subject to
forfeiture for certain conditions. During 1998 the Corporation approved
current vesting of the annual incentive which otherwise would not have
vested until after the 62nd birthday of applicable executives. The value of
shares vesting in 1998 and released to the named executives were as follows:
$271,906, J. W. Moore; $386,639, J. W. Parker; $445,906, J. A. Smith; and
$505,040, M. K. Walters. The aggregate market value as of December 31, 1998
(and number) of all restricted shares that have been granted through
December 31, 1998, excluding restricted shares that vested prior to 1998 or
that were vested and released during 1998, were: $6,827,098 (150,667
shares); $4,757,812 (105,000 shares); $1,342,383 (29,625 shares); $22,656
(500 shares); and $347,366 (7,666 shares), respectively, for the named
executives. The value of shares vesting each year may vary. The restricted
stock awards represent awards made for overall performance over the past
several years including successful completion of several key acquisitions
and to ensure the named executives' continued employment with the
Corporation.
(4) Shares acquired pursuant to option exercise must generally be held three
years or any profits must be paid to Union Planters. Union Planters does not
grant SARs.
(5) "All Other Compensation" for 1998 consists of the following various
components. Employee stock ownership plan contributions on behalf of the
employees as follows: $4,923, B. W. Rawlins; $4,923, J. W. Moore; $4,923, J.
W. Parker; $4,923, J. A. Smith; and $4,923, M. K. Walters. 401(k) plan
contributions on behalf of the same employees, respectively, are as follows:
$6,562; $4,375; $7,200; $6,450; and $9,600.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
-----------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES IN EXERCISE OR GRANT DATE
NAME GRANTED(#)(1) FISCAL YEAR BASE PRICE($/SH) EXPIRATION DATE PRESENT VALUE(5)($)
---- ------------- ------------ ---------------- --------------- -------------------

B. W. Rawlins, Jr. 3,428(2) 28.8% 67.875 01-17-99 $ 19,895
7,281(2) 67.875 02/28/01 59,344
15,974(2) 67.875 05/20/03 130,196
5,435(2) 67.875 02/08/07 44,298

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17

12,829(2) 67.875 05/27/04 104,563
3,533(2) 67.875 02/20/05 28,796
10,825(2) 67.875 04/26/05 88,229
13,529(2) 67.875 02/15/06 110,268
31,409(2) 67.875 10/18/06 255,999
80,504(2) 67.875 12/18/07 656,148
43,688(2) 67.875 01/02/08 356,079
2,004(2) 59.9375 02/20/05 15,314
6,143(2) 59.9375 04/26/05 46,942
15,266(2) 59.9375 02/15/06 116,657
35,456(2) 59.9375 10/18/06 270,941
19,838(2) 59.9375 07/02/08 151,594
150,000(3) 46.9375 10/14/08 1,026,960
125,051(2) 49.875 10/14/08 935,244
3,082(2) 49.875 11/06/08 23,050

J. W. Moore 7,707(2) 23.9% 67.875 01/17/99 44,728
2,119(2) 67.875 12/17/00 17,271
1,824(2) 67.875 01/21/03 14,867
10,885(2) 67.875 05/20/03 88,718
1,806(2) 67.875 02/08/04 14,720
1,778(2) 67.875 02/20/08 14,492
8,568(2) 67.875 04/26/08 69,833
9,004(2) 67.875 02/15/06 73,387
23,557(2) 67.875 10/18/06 192,001
105,708(2) 67.875 12/18/07 861,573
38,987(2) 67.875 01/02/08 317,764
1,002(2) 59.9375 02/20/05 7,657
4,828(2) 59.9375 04/26/05 36,894
10,159(2) 59.9375 02/15/06 77,631
26,591(2) 59.9375 10/18/06 203,198
14,243(2) 59.9375 07/02/08 108,839
110,000(3) 46.9375 10/14/08 753,104
2,554(2) 49.875 11/06/08 19,101
103,615(2) 49.875 10/14/08 774,926

J. W. Parker 307(2) 3.2% 66.625 01/23/06 2,661
8,010(2) 66.625 10/18/06 69,419
4,844(2) 66.625 06/05/07 41,981
2,852(2) 66.625 01/03/08 36,699
538(2) 60.4375 02/20/05 4,216

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813(2) 60.4375 01/21/03 6,371
402(2) 60.4375 02/08/04 3,150
1,798(2) 60.4375 01/23/06 14,089
1,619(2) 60.4375 04/29/08 18,406
2,554(2) 59.4375 01/23/06 20,049
8,937(2) 59.4375 10/18/06 70,156
3,282(2) 59.4375 07/03/08 36,014
30,000(4) 46.9375 10/14/08 230,271

J. A. Smith 2,522(2) 2.9% 52.875 08/10/08 16,208
1,149(2) 52.875 02/08/04 7,384
3,471(2) 52.875 12/20/04 22,307
1,131(2) 52.875 02/20/05 7,269
3,933(2) 52.875 02/15/06 25,276
2,018(2) 52.875 02/13/07 12,969
3,005(2) 52.875 06/12/07 19,312
7,445(2) 52.875 08/10/08 65,392
35,000(4) 46.9375 10/14/08 239,624

M. K. Walters 1,109(2) 1.9% 67.875 01/21/03 9,039
390(2) 67.875 07/12/03 3,179
1,080(2) 67.875 02/08/04 8,803
1,188(2) 67.875 06/01/04 9,683
697(2) 67.875 02/20/05 5,681
1,235(2) 67.875 01/23/06 10,066
3,905(2) 67.875 10/18/06 31,828
1,936(2) 67.875 01/02/08 24,071
381(2) 63.1875 02/20/05 3,227
1,338(2) 63.1875 01/23/06 11,331
831(2) 63.1875 02/20/08 10,402
4,292(2) 61.9375 10/18/06 32,710
1,216(2) 61.9375 04/20/08 13,676
20,000(4) 46.9375 10/14/08 153,514

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(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 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.

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All options granted in 1998 have an exercise price equal to the underlying
stock's fair market value on the grant date.
(2) Options granted in 1998 as reload options on exercises where shares were
used as the consideration for the exercise. The reload options carry the
same term as the option which was exercised. Reload options vest six months
after the grant date.
(3) Options granted in 1998 which vest immediately.
(4) Options granted in 1998 which vest 1/3 six months after the date of grant,
an additional 1/3 18 months after the date of grant and the final 1/3 30
months after the date of grant, except for increments which otherwise would
not vest until after age 62. Such increments vest immediately.
(5) Present values were calculated using the Black-Scholes option pricing model.
The model is a mathematical formula which is widely used and accepted for
valuing traded stock options. There is no assurance that the values
generated by the model will actually be realized. The actual value, if any,
an executive may realize will depend on the excess of the stock price over
the exercise price at the date of exercise. The model was applied using the
individual grant dates and the exercise price and fair market value of Union
Planters' Common Stock on the grant date. It also assumed: (i) a risk-free
rate of return based on the yield on a U. S. Government Zero Coupon bond
with a term equal to the term of the stock grant which ranged from 4.5% to
4.7%; (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 22.1% to 28.5%; (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.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED AT IN-THE-MONEY
SHARES FY-END (#) FY-END ($)(2)
ACQUIRED ON VALUE --------------- --------------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#)(1) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ---------- --------------- --------------------

B. W. Rawlins, Jr. ................... 535,187 10,932,983 311,906/294,743 0/975,765
J. W. Moore........................... 458,611 9,205,975 211,943/226,448 0/696,146
J. W. Parker.......................... 47,586 1,229,446 28,545/ 88,539 0/210,443
J. A. Smith........................... 35,842 998,613 46,666/ 56,010 0/ 48,149
M. K. Walters......................... 25,573 661,934 22,281/ 47,449 0/112,759

- ---------------

(1) Shares acquired pursuant to option exercise must generally be held three
years or any profits must be paid to Union Planters. During the restriction
period, shares may be used to exercise an option or to satisfy tax
withholding requirements on option exercises. Numbers of shares used to
exercise options and satisfy tax withholding requirements related to the
above options exercised were as follows: B. W. Rawlins, 368,667; J. W.
Moore, 319,151; J. W. Parker, 28,203; J. A. Smith, 17,229; and M. K.
Walters, 15,615.
(2) Value is calculated as the difference between the closing market price of a
share of Common Stock on December 31, 1998 ($45.3125 per share) and the
exercise price of the options. No value is reported if the

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exercise price of the options exceeded the market price of a share of Common
Stock on December 31, 1998.

EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE, AND CHANGE OF CONTROL
ARRANGEMENTS

B. W. Rawlins, Jr., and J. W. Moore have employment agreements with Union
Planters. These agreements were first entered into as of December 1, 1989, and
were amended and restated as of April 17, 1997. These agreements provide for
minimum base salaries for Messrs. Rawlins and Moore of $700,000 and $500,000,
respectively, and entitle them to receive certain other employee benefits and to
participate in incentive bonus, stock option, and deferred compensation plans.

On December 31 of each year the terms of these employment agreements are
automatically extended for one year unless Union Planters provides at least 60
days prior notice to the officer. In any case, the term of the agreement may not
be extended after the officer reaches age 65. If we provide prior notice to the
officer that we are electing not to extend the agreement, the officer may either
remain until the end of the then-current term of his agreement, or may choose to
terminate the agreement and be paid an amount equal to three times the sum of
his highest base salary and highest annual bonus earned in any year during his
employment ("final highest earnings"). In either such case, all options, stock
appreciation rights, and other awards in the nature of rights that may be
exercised, and all awards of restricted stock, if any, issued to the officer
under all stock incentive plans of Union Planters (collectively, "incentive
awards") will immediately vest and be exercisable and all restrictions thereon
will lapse. In addition, the officer will have the right to elect within 90 days
after the effective date of his termination of employment, either to receive a
lump-sum cash-out of his stock options at the then-current spread value or to
have the right to exercise such options for a period of two years from the date
of such election.

If termination of employment is for cause, the officer will be provided
base salary through the date of termination plus any annual incentive bonus that
has been previously approved but not paid. In addition, Union Planters must, at
its election, either effect a lump-sum cash-out of the officer's stock options
(vested and unvested) at the then-current spread value, or declare all such
options to be immediately vested and exercisable by the officer within one year
from notice of his termination.

If termination of employment is due to death or disability, the officer
will be provided base salary through the date of termination plus any annual
incentive bonus that has been previously approved but not paid, and will receive
a severance payment equal to three times his final highest earnings (as defined
above). In either case, all incentive awards will immediately vest and be
exercisable and all restrictions thereon will lapse. In addition, the officer or
his estate will have the right to elect, within 90 days after the effective date
of the officer's termination of employment, either to receive a lump-sum
cash-out of his stock options at the then-current spread value or to have the
right to exercise such options for a period of two years from the date of such
election.

The employment agreements also provide that in the event of a change in
control of Union Planters (as defined in the agreements to include certain
business combinations, acquisitions of stock or assets of Union Planters, or
changes in Board composition) Messrs. Rawlins and Moore will have the option to
extend the terms of their employment agreements for an additional three-year
period, beginning on the later of the date of the renewal notice or the date of
the change in control. Upon the commencement of any such renewal term, any
remaining period of the then-current term of the employment agreement will be
canceled. During the extended renewal term following a change in control, the
officer may resign without penalty upon 90 days prior notice and receive a
lump-sum payment equal to three times his final highest earnings (as defined
above).

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Also, in the event of a change in control, all deferred compensation,
supplemental retirement benefits, and incentive awards will immediately vest and
be exercisable and all restrictions thereon will lapse, and any stock or stock
equivalents held in a deferred account on behalf of the officer will become
immediately payable. With respect to benefits paid, accrued or accelerated by
virtue of a change in control, the agreements require Union Planters to make
certain tax gross-up payments to cover the income tax and excise tax liabilities
of the officers with respect to such benefits, including tax liabilities
associated with the gross-up payments.

J. Armistead Smith also had an employment agreement with Union Planters,
which was effective as of December 1, 1989. That employment agreement was
renewed annually on December 31 of each year until 1998, when Union Planters
elected not to renew the agreement. The employment agreement was terminated
effective January 1, 1999, when Mr. Smith was assigned other duties with our
subsidiary banks. While his employment agreement was in effect, Mr. Smith was
entitled to a minimum base salary of $240,000, to receive certain other employee
benefits, to participate in incentive bonus, stock option, and deferred
compensation plans, and to receive certain termination benefits if his
employment agreement was terminated under certain circumstances, including
following an "Acquisition" of Union Planters or Union Planters Bank, N.A.
Termination benefits available to Mr. Smith upon Union Planter's election not to
extend his employment agreement included the ability of Mr. Smith to choose to
receive an amount equal to his then current base salary and his last annual
incentive bonus, and the immediate acceleration of all incentive awards that had
been issued to Mr. Smith. However, because Mr. Smith remains an employee, the
parties agreed to substitute comparable termination benefits that will be
available to him upon the termination of his employment.

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,
as amended. 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.

Currently, the executive officers identified in the Summary Compensation
Table participate in the supplemental retirement plan or a similar predecessor
plan. Supplemental annual retirement benefits payable under the plan at age 62
are equal to 65% of the sum of the executive's highest base salary and highest
annual bonus during any year of employment. The annual supplemental retirement
benefit under the plan is reduced 6% per year for early retirement after age 55
but before age 62. In addition, annual supplemental retirement benefits vest
following a change in control as defined in the plan based on projected final
average earnings calculated at an average base salary increase rate up to the
executive's 65th birthday.

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.

COMPENSATION COMMITTEE REPORT

The Salary and Benefits Committee (the "Committee") is composed of four
directors who are not employees of Union Planters or any of its subsidiaries.
The Committee makes recommendations to the Board

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of Directors as to the amount and form of executive officer compensation, and is
responsible for granting stock options and restricted stock.

Pay Philosophy

The compensation programs of Union Planters are designed to align
compensation with business objectives and performance, and to enable Union
Planters to attract, retain and reward executives who contribute to the
long-term success of Union Planters. The Committee believes that executive pay
should be linked to performance. Therefore, Union Planters provides an executive
compensation program which includes base pay, annual cash bonus and long-term
incentive opportunities through the use of stock options and restricted stock.

Section 162(m) of the Internal Revenue Code imposes a limit, with certain
exceptions, on the amount that a publicly held corporation may deduct in any
year for the compensation paid or accrued with respect to its five most highly
compensated executive officers. While the Committee cannot predict with
certainty how Union Planters' compensation tax deduction might be affected, the
Committee tries to preserve the tax deductibility of all executive compensation
while maintaining flexibility with respect to Union Planters' compensation
programs as described in this report. Consistent with this intention, in 1997
the Committee established the Union Planters Corporation Senior Management
Performance Incentive Plan and the shareholders have approved amendments to the
1992 Stock Incentive Plan. Awards under the Performance Incentive Plan and
option grants under the amended 1992 Plan are intended to qualify as
performance-based compensation as defined under Section 162(m) of the Code.
Additionally, 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 approximately 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 1998, base salary of the named executive officers was generally at
the target based on peer analysis.

Annual Bonus

Union Planters maintains an annual incentive plan that is based on the
achievement of certain return on equity (ROE) targets established by the Salary
and Benefits Committee plus individual performance of participating executives.

First, the plan establishes three ROE target levels; target levels vary
between corporate executives and bank-level management. Each ROE target level
has a corresponding bonus potential, calculated as a percentage of base salary,
which is based upon a participant's level and scope of responsibility within
Union Planters. The bonus potential is based on target bonus levels as reported
by the same peer financial institutions used in analyzing base salary.

20
23

If actual ROE performance is within the ROE targets established by the
Salary and Benefits Committee, the plan calculates a midpoint bonus based on the
target percentage of base salary that corresponds with actual ROE performance.
During 1998 ROE performance met or exceeded the ROE targets established by the
Committee. With respect to participating executives other than the CEO and the
COO, the CEO then has discretion to increase or decrease the actual bonus by up
to 50% based on an executive's actual performance. With respect to the CEO and
the COO, the Committee has discretion only to decrease the actual bonus payment.

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 1998, options and restricted stock were granted to the executive
officers based on their positions and a subjective assessment of individual
performances. Generally, long-term incentive awards are targeted between the
50th and 75th percentiles of the competitive market. Union Planters utilizes the
same surveys and peer financial institutions as used in analyzing base salary
and takes into consideration options and restricted stock that have already been
granted.

1998 Compensation for the Chief Executive Officer

Many of the same philosophies used in determining compensation for officers
of Union Planters are used in determining compensation for Mr. Rawlins. The
Committee establishes each element of Mr. Rawlins' pay based on his achievement
of specific business objectives. These objectives are based upon specific
financial and nonfinancial goals. No specific weighting or formula is used to
determine levels of compensation. Additionally, the Committee takes into
consideration an analysis of compensation at the peer financial institutions
used to review compensation of other officers of Union Planters.

Base Salary

The Committee increased Mr. Rawlins' base salary for the year 1998 from
$645,000 to $700,000 which represented about a 9% increase. This level
positioned his base salary at the 50th percentile of peer financial
institutions.

Annual Bonus

The Committee determines the chief executive officer's annual bonus based
upon his performance relative to business objectives established at the
beginning of the year and specific corporate ROE targets. Union Planters' actual
ROE for 1998 exceeded the ROE targets previously established by the Committee.
Based on 1998 performance, the Committee decided to award Mr. Rawlins $610,000.

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24

Long-term Incentives

For 1998, the Committee awarded 150,000 stock options and 70,000 shares of
restricted stock to Mr. Rawlins as part of Union Planters' long-term stock
incentive plan.

SALARY AND BENEFITS COMMITTEE

Marvin E. Bruce, Chair
Albert M. Austin
George W. Bryan
James E. Harwood

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PERFORMANCE GRAPH

The following graph sets forth Union Planters' cumulative total shareholder
return (assuming reinvestment of dividends) as compared to the S&P 500 and the
NYSE Financial Indicator over a five-year period beginning December 31, 1993.

Note: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.

UNION PLANTERS CORPORATION
TOTAL CUMULATIVE SHAREHOLDER RETURN FOR
FIVE-YEAR PERIOD ENDING DECEMBER 31, 1998
(PERFORMANCE CHART)

DECEMBER 31, 1993 1994 1995 1996 1997 1998
- ------------ ----- ----- ----- ----- ----- -----

Union Planters 100.0 86.2 136.5 172.6 309.4 214.2
S&P 500 100.0 101.3 139.4 171.4 228.5 293.8
NYSE Financial Indicator 100.0 90.3 126.5 162.0 228.7 240.5

CERTAIN RELATIONSHIPS AND TRANSACTIONS

During 1998 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

23
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of collectibility or present other unfavorable features. Such loans aggregated
less than 1% of shareholders' equity as of December 31, 1998.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Union
Planters' officers and directors to file reports of ownership and changes in
ownership with the SEC and the NYSE. Officers and directors are required by SEC
regulation to furnish Union Planters with copies of all Section 16(a) forms
filed. Based solely upon review of copies of such forms, or written
representations that there were no unreported holdings or transactions, Union
Planters believes that for the most recent fiscal year all Section 16(a) filing
requirements applicable to its officers and directors were complied with on a
timely basis.

SOLICITATION OF PROXIES

Some of Union Planters' directors and officers who will receive no
additional compensation may solicit proxies in person, and by telephone,
telegraph, telecopier, facsimile, and mail from brokerage houses and other
institutions, nominees, fiduciaries, and custodians, who will be requested to
forward the proxy materials to beneficial owners of the Common Stock. 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. The providers of the proxy solicitation services are expected to
communicate in person, or by telephone, telegraph, telecopier, facsimile, or
mail with those shareholders who have not responded within a reasonable time to
urge them to sign and return their proxies. The cost of solicitation of proxies
will be borne by Union Planters.

SHAREHOLDER PROPOSALS

Any shareholder proposals intended to be presented at Union Planters' 2000
Annual Meeting of Shareholders must be received in writing by Union Planters at
the corporate offices no later than November 16, 1999. 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 2000 Annual Meeting, and, if
raised at the Annual Meeting, management proxies 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 REPORT 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 1998, under the section entitled "Executive Officers of
the Registrant." Neither the Annual Report to Shareholders nor the Form 10-K is
to be considered proxy-soliciting material except to the extent expressly
incorporated by reference in this proxy statement.

ANY SHAREHOLDER WHO WISHES TO OBTAIN A COPY, WITHOUT CHARGE, OF UNION
PLANTERS' ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED

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DECEMBER 31, 1998, WHICH INCLUDES FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES, WHICH IS REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, MAY CONTACT THE CORPORATE MARKETING DIVISION, AT P. O. BOX 387,
MEMPHIS, TENNESSEE, 38147, OR AT TELEPHONE NUMBER 901/580-6604.

BY ORDER OF THE BOARD OF DIRECTORS
/s/ E.J. HOUSE, JR.
E. J. House, Jr.
Secretary

Memphis, Tennessee
March 19, 1999
PLEASE MARK, DATE, SIGN, AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY STILL VOTE IN PERSON, SINCE THE PROXY MAY BE REVOKED AT ANY
TIME PRIOR TO ITS EXERCISE BY DELIVERING TO THE SECRETARY OF UNION PLANTERS A
WRITTEN REVOCATION OF THE PROXY.

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UNION PLANTERS CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of Union Planters Corporation hereby nominates
and appoints JOHN H. HEMBREE, JAMES F. SPRINGFIELD, and TIMMONS L. TREADWELL,
III, with power to act without the other and with full power of substitution, as
the undersigned's true and lawful attorney(s) to vote all of the Common Stock of
Union Planters Corporation standing in the undersigned's name on the
Corporation's books at the close of business on February 18, 1999, with all the
powers the undersigned would possess if present in person, at the Annual Meeting
of Shareholders to be held on April 15, 1999, or any adjournment thereof.

THIS PROXY CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.

- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
29

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3 Please mark
IF SIGNED AND DATED WITH NO VOTING DIRECTION, VOTES WILL BE CAST FOR AS RECOMMENDED BY BOARD OF DIRECTORS. your votes as [X]
indicated in
this example
Item 1: ELECTION OF DIRECTORS CLASS I CLASS III
01 C.E. Heiligenstein 04 P.S. Lewis, Jr.
02 S. Lee Kling 05 J.W. Moore
03 Carl G. Hogan, Sr. 06 V.L. Rawlins
07 D.M. Thomas
FOR all nominees WITHHOLD 08 R.A. Trippeer, Jr.
listed to the right AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed to the right
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
[ ] [ ] A LINE THROUGH THE NOMINEE'S NAME)

Item 2: RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Item 3: APPROVAL OF AMENDMENT TO THE 1992 STOCK INCENTIVE
LLP AS INDEPENDENT ACCOUNTANTS AND AUDITORS PLAN TO INCREASE SHARES AUTHORIZED FOR ISSUANCE
FROM 6 MILLION TO 13 MILLION

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ]

Dated , 1999
----------------------------

---------------------------------------

---------------------------------------
Signature of Stockholder

Please sign exactly as name appears. If
acting as attorney, executor, trustee or
in other representative capacity, sign
name and title.

- -----------------------------------------------------------------------------------------------------------------------------------
- FOLD AND DETACH HERE -

VOTE BY TELEPHONE

QUICK * * * EASY * * * IMMEDIATE

Your telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.

- - YOU WILL BE ASKED TO ENTER A CONTROL NUMBER WHICH IS LOCATED IN THE BOX IN THE
LOWER RIGHT CORNER OF THIS FORM.

- --------------------------------------------------------------------------------
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:
- --------------------------------------------------------------------------------

Proposal 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.
Proposal 2 and 3: To vote FOR, press 1; AGAINST, press 9; ABSTAIN,
press 0.
When asked, please confirm your vote by pressing 1.

- --------------------------------------------------------------------------------
PLEASE DO NOT RETURN THE ABOVE PROXY CARD IF VOTED BY PHONE.
- --------------------------------------------------------------------------------

==========================
CONTROL NUMBER
CALL ** TOLL FREE ** ON A TOUCH-TONE TELEPHONE FOR TELEPHONE VOTING
1-888-215-6897 - ANYTIME
There is NO CHARGE to you for this call.

=========================
30

UNION PLANTERS CORPORATION
1992 STOCK INCENTIVE PLAN
AS AMENDED OCTOBER 17, 1996 AND
FEBRUARY 18, 1999

1. Definitions. In this Plan, except where the context otherwise
indicates, the following definitions apply:

a) "Agreement" means the written agreement implementing a grant
of an Option or an Award of Restricted Stock under the Plan.

b) "Board" means the Board of Directors of the Company.

c) "Code" means the Internal Revenue Code of 1986, as amended.

d) "Committee" means the committee referred to in Section 3.
Unless otherwise determined by the Board, the Stock Option
Committee of the Board shall be the Committee.

e) "Common Stock" means the authorized but unissued common
stock, par value $5, of the Company.

f) "Company" means Union Planters Corporation.

g) "Date of Exercise" means the date on which the Company
receives notice pursuant to Section 7 of the exercise of an
Option.

h) "Date of Grant" means the date on which an Option or
Restricted Stock is granted or awarded by the action of the
Committee.

i) "Director" means any person who is a director of the Company
or any Subsidiary.

j) "Director-Employee" means an Employee who is also a Director.

k) "Employee" means any person determined by the Committee to be
an employee of the Company or any Subsidiary, including
officers, Directors, and Director-Employees.

l) "Fair Market Value" of a share of Common Stock means the
amount equal to the closing price for a share of Common Stock
on the New York Stock Exchange as reported in The Wall Street
Journal or, if the Common Stock is not traded on the New York
Stock Exchange, then the Fair Market Value of such Common
Stock as determined by the Committee pursuant to a reasonable
method adopted in good faith for such purpose.

m) "Incentive Stock Option" means an Option that qualifies as an
Incentive Stock Option under Section 422 of the Code.

n) "Nonstatutory Stock Option" means an Option which is not an
Incentive Stock Option.

o) "Officer" means any person who is an officer of the Company
or any Subsidiary.

p) "Option" means the right to purchase from the Company a
specified number of shares of Common Stock, which right shall
be designated as either an Incentive Stock Option or a
Nonstatutory Stock Option.

q) "Optionee" means an Employee to whom an Option or Restricted
Stock has been granted or awarded.

r) "Option Period" means the period during which an Option may
be exercised.
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s) "Option Price" means the price per share at which an Option
may be exercised.

t) "Plan" means the Union Planters Corporation 1992 Stock
Incentive Plan as amended October 17, 1996 and February 18,
1999.

u) "Reload Option" means an Option granted to an Optionee upon
the surrender of shares of Common Stock in payment of an
Option Price upon the exercise of an Option. The Option Price
for any Reload Option shall be the Fair Market Value at the
date the Common Stock is surrendered as payment pursuant to
Section 3(d) (iv). Other terms of the Reload Option shall be
the same as contained in the Option Agreement relating to the
Option exercised.

v) "Restricted Stock" means shares of Common Stock awarded
pursuant to the provisions of Section 11.

w) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

x) "Subsidiary" means a corporation of which at least 50 percent
of the total combined voting power of all classes of stock is
held by the Company, either directly or through one or more
other Subsidiaries.

2. PURPOSE. The purposes of the Plan are: (1) to encourage stock
ownership by management and other key Employees in order to closely
associate their interests with the Company's shareholders by
reinforcing the relationship between Plan participants' rewards and
shareholder gains; (2) to maintain competitive compensation levels in
order to continue to attract highly talented persons; and (3) to
provide an incentive to management and other key Employees for
continuous employment with the Company or its Subsidiaries.

3. ADMINISTRATION. The Plan shall be administered by the Committee, which
shall be appointed by the Board and consist of no fewer than three
disinterested members of the Board who (i) for at least one year prior
to serving on the Committee have not received, and who shall not
during their tenure on the Committee receive, any grant of stock
options or rights pursuant to the Plan or any other plan of the
Company, except as may be permitted for disinterested administrator
status under Exchange Act Rule 16b-3, and (ii) is not a current
employee of the Company, is not a former employee who receives
compensation for prior services (other than under a tax-qualified
retirement plan), has not been an officer of the Company, and does not
receive remuneration from the Company in any capacity other than as a
director in accordance with the requirements of Section 162(m) of the
Code. The Board shall have the power to fill vacancies on the
Committee or to replace members of the Committee with other members of
the Board at any time. In addition to any other powers granted to the
Committee, it shall have the following powers subject to the express
provisions of the Plan:

a) subject to the provisions of Sections 4, 6, and 11, to
determine in its sole discretion the Employees to whom
Options or Restricted Stock shall be granted or awarded under
the Plan, the number of shares which shall be subject to each
Option or Restricted Stock grant, the terms upon which, the
times at which, and the periods within which such Options may
be acquired and exercised, and the terms and conditions of
Restricted Stock awards;

b) to grant Options to, and to award Restricted Stock to,
Employees selected by the Committee in its sole discretion;

c) to determine all other terms and provisions of each
Agreement, which need not be identical;

d) without limiting the foregoing, to provide in its sole
discretion in an Agreement:

i) for an agreement by the Optionee to render services
to the Company or a Subsidiary upon such terms and
conditions as are specified in the Agreement,
provided that the Committee shall not have the power
to commit the Company or any Subsidiary to employ or
otherwise retain any Optionee;

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32

ii) for restrictions on the transfer, sale, or other
disposition of Common Stock issued to the Optionee
upon the exercise of an Option or for other
restrictions permitted by Section 11 with respect to
Restricted Stock;

iii) for an agreement by the Optionee to resell to the
Company, under specified conditions, Common Stock
issued upon the exercise of his Option or awarded as
Restricted Stock; and

iv) for the payment of the Option Price upon the
exercise of an Option otherwise than in cash,
including without limitation by delivery (including
constructive delivery) of shares of Common Stock
(other than Restricted Stock) valued at Fair Market
Value on the Date of Exercise of the Option, or by a
combination of cash and shares of Common Stock;

v) for the automatic issuance of a Reload Option for
the same number of shares delivered as payment (or
partial payment) of the Option Price as provided in
Section 3(d)(iv) above and, to the extent authorized
by the Committee, for the number of shares used to
satisfy any tax withholding requirement incident to
the exercise of an Option as provided for in Section
12. The number of shares covered by a Reload Option
shall not exceed (1) the number of shares, if any,
surrendered as payment or (2) the number of shares
remaining available for granting under the Plan,
whichever shall be less. No Reload Options shall
issue to an Optionee who exercises any Option
pursuant to the terms of this Plan following
termination of his employment.

e) to construe and interpret the Agreements and the Plan;

f) to require, whether or not provided for in the pertinent
Agreement, of any person acquiring or exercising an Option or
acquiring Restricted Stock, at the time of such exercise or
acquisition, the making of any representations or agreements
which the Committee may deem necessary or advisable in order
to comply with the securities and tax laws of the United
States or of any state; and

g) to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan.

Any determinations or actions made or taken by the Committee
pursuant to this Section shall be binding and final.

4. ELIGIBILITY. Participants in the Plan shall be selected by the
Committee from key Employees occupying responsible managerial or
professional positions and who have the ability to make a substantial
contribution to the success of the Company. In making this selection
and in determining the form and amount of grants and awards, the
Committee shall consider any factors deemed relevant, including the
individual's functions, responsibilities, value of services to the
Company or to its Subsidiaries, and past and potential contributions
to the Company's profitability and sound growth. Members of the
Committee shall not be eligible to receive awards or grants under the
Plan during their tenure on the Committee.

Options and Restricted Stock may be granted only to
Employees; provided, however, that Directors who are not also
full-time employees shall not be eligible to receive Incentive Stock
Options. An Employee who has been granted an Option or Restricted
Stock may be granted additional Options and Restricted Stock.

5. STOCK SUBJECT TO THE PLAN. There is hereby reserved for issuance upon
the exercise of Options granted under the Plan or the award of
Restricted Stock under the Plan an aggregate of 13,000,000 shares of
Common Stock. If an Option granted under the Plan expires or
terminates for any reason without having been fully exercised or if
shares of Restricted Stock granted under the Plan are forfeited, the
unpurchased shares of Common Stock which had been subject to such
Option at the time of its expiration or termination or the forfeited
shares of Restricted Stock, as the case may be, shall become available
for awards by the Committee of other Options or Restricted Stock under
the Plan. The total number of shares of Common Stock available to
grant to any one Optionee will not exceed 20% of the total shares
subject to grant.

3
33

6. OPTIONS.

a) Each Option grant shall be evidenced by an Agreement, which
shall indicate whether the Option is intended to be a
Nonstatutory Stock Option or an Incentive Stock Option.

b) The Option Price shall be determined by the Committee, but in
no event shall the Option Price be less than the greater of
the Fair Market Value of the Common Stock determined as of
the Date of Grant or the par value of the Common Stock.

c) The Option Period shall be determined by the Committee and
specifically set forth in the Agreement; provided, however,
than an Option shall not be exercisable after ten years from
the Date of Grant.

d) To the extent that the aggregate fair market value
(determined on the date the Option is granted) of Common
Stock with respect to which an Incentive Stock Option is
exercisable for the first time by any Optionee during any
calendar year exceeds $100,000, such Option shall be treated
as a Nonstatutory Stock Option.

e) All Incentive Stock Options granted under the Plan shall
comply with the provisions of the Code governing incentive
stock options, and with all other applicable rules and
regulations.

f) The Committee may permit the Optionee to defer the issue or
transfer of Common Stock which would otherwise be issued or
transferred to such Optionee upon exercise of the Option.
Such deferral shall be at a time, in an amount, and in a
manner that is in accordance with the terms and conditions
established by the Committee.

7. EXERCISE OF OPTIONS. An Option shall, subject to the provisions of the
Agreement under which it was granted, be exercised in whole or in part
by the delivery to the Company of written notice of the exercise, in
such form as the Committee may prescribe, accompanied by full payment
for the Common Stock with respect to which the Option is exercised.

8. NONTRANSFERABILITY. Incentive Stock Options granted under the Plan
shall not be transferable otherwise than by will or the laws of
descent and distribution. Nonstatutory Stock Options granted under the
Plan shall not be transferable otherwise than by will or the laws of
descent and distribution, except as provided by the Committee and
specified in the Agreement.

9. DEATH OF OPTIONEE. Upon the death of an Optionee, any Option
exercisable on the date of death may be exercised by the Optionee's
estate or by a person who acquires the legal right to exercise such
Option by bequest or inheritance or otherwise, provided that such
exercise occurs within one year following date of death and within the
remaining Option Period. The provisions of this Section shall apply
notwithstanding the fact that the Optionee's employment may have
terminated prior to death, but only to the extent of any Options
exercisable on the date of death.

10. RETIREMENT, DISABILITY, AND OTHER TERMINATION. Notwithstanding the
designation of an Option in an Agreement as an Incentive Stock Option,
the tax treatment available pursuant to Section 422 of the Code upon
the exercise of an Incentive Stock Option is not available to an
Optionee who exercises any Incentive Option more than (i) 12 months
after the date of termination of employment due to permanent
disability or (ii) three months after the date of termination of
employment due to retirement or for other reasons.

11. RESTRICTED STOCK AWARDS. Restricted Stock awards under the Plan shall
consist of shares of Common Stock granted to an Employee that are
restricted against transfer, subject to forfeiture, and subject to
other terms and conditions intended to further the purpose of the Plan
as determined by the Committee. Restricted Stock awards shall be
evidenced by Agreements containing provisions setting forth the terms
and conditions governing such awards. Each such Agreement must contain
the following:

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34

a) prohibitions against the sale, assignment, transfer,
exchange, pledge, hypothecation, or other encumbrance of (i)
the shares awarded as Restricted Stock, (ii) the right to
vote such shares, and (iii) the right to receive dividends
thereon during the restriction period applicable to such
shares; provided, however, that the Optionee shall have all
the other rights of a stockholder including, but not limited
to, the right to receive dividends and the right to vote such
shares;

b) at least one term, condition, or restriction constituting a
"substantial risk of forfeitures" as defined in Section 83(c)
of the Code;

c) such other terms, conditions, and restrictions as the
Committee in its discretion chooses to apply to the stock
(including, without limitation) provisions creating
additional substantial risks of forfeiture);

d) a requirement that each certificate representing shares of
Restricted Stock shall be deposited with the Company, or its
designee, and shall bear the following legend:

This certificate and shares of stock represented
hereby are subject to the terms and conditions
(including forfeiture and restrictions against
transfer) contained in the Union Planters Corporation
1992 Stock Incentive Plan and an Agreement entered
into between the registered owner and Union Planters
Corporation. Release from such terms and conditions
shall be made only in accordance with the provisions
of the Plan and the Agreement, a copy of each of
which is on file in the office of the Treasurer of
Union Planters Corporation.

e) the applicable period or periods of any terms, conditions, or
restrictions applicable to the Restricted Stock; provided,
however, that the Committee in its discretion may accelerate
the expiration of the applicable restriction period with
respect to any part or all of the shares awarded to an
Optionee; and

f) the terms and conditions upon which any restrictions upon
shares of Restricted Stock awarded shall lapse and new
certificates free of the foregoing legend shall be issued to
the Optionee or his legal representative.

The Committee may include in an Agreement that in the event
of an Optionee's termination of employment for any reason prior to the
lapse of restrictions, all shares of Restricted Stock shall be
forfeited by such Optionee to the Company without payment of any
consideration by the Company, and neither the Optionee nor any
successors, heirs, assigns, or personal representatives of such
Optionee shall thereafter have any further rights or interest in such
shares or certificates.

12. WITHHOLDING TAXES. Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under the Plan, the Company
shall have the right to require the Optionee to remit to the Company
cash or Common Stock in an amount sufficient to satisfy any federal,
state and/or local withholding tax requirements prior to the delivery
of any certificate or certificates for such shares. Alternatively, the
Company may issue or transfer such shares of Common Stock net of the
number of shares sufficient to satisfy the withholding tax
requirements. For withholding tax purposes, the shares of Common Stock
shall be valued on the date the withholding obligation is incurred.
All Optionees shall have the right under the Plan to elect to pay
withholding taxes in cash, to have shares of Common Stock withheld, or
to deliver previously owned shares to satisfy withholding tax
requirements upon the exercise of an Option granted under the Plan or
upon the acquisition of Restricted Stock free of prior restrictions.

13. CAPITAL ADJUSTMENTS. The number and class of shares subject to each
outstanding Option or Restricted Stock grant, the Option Price, and
the aggregate number and class of shares for which awards thereafter
may be made shall be subject to such adjustment, if any, as the
Committee in its discretion deems appropriate to reflect such events
as stock dividends, stock splits, recapitalizations, mergers,
consolidations, or reorganizations of or by the Company; provided,
however, that any such adjustment shall not materially increase the
benefits accruing to Plan participants.

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14. TERMINATION OR AMENDMENT. The Board shall have the power to terminate
the Plan and to amend it in any respect, provided, however, that after
the Plan has been approved by the stockholders of the Company, no
amendment of the Plan shall be made by the Board without approval of
the Company's stockholders to the extent stockholder approval of such
amendment is required by applicable law or regulation or the
requirements of the principal exchange or interdealer quotation system
on which the Common Stock is then listed or quoted. Unless required by
applicable law or governmental regulations, no termination or
amendment of the Plan shall adversely affect the rights or obligations
of the holder of any Option or Restricted Stock granted under the Plan
without his consent.

15. MODIFICATION, EXTENSION, RENEWAL AND SUBSTITUTION OF OPTIONS. Subject
to the terms and conditions and within the limitations of the Plan,
the Committee may modify, extend, or renew outstanding Options granted
under the Plan. Notwithstanding the foregoing, however, no
modification of an Option under the Plan shall, without the consent of
the Optionee, alter or impair any of such Optionee's rights or
obligations, unless required by applicable law or governmental
regulations. Anything contained herein to the contrary
notwithstanding, Options may, at the discretion of the Committee, be
granted under this Plan in substitution for options to purchase shares
of capital stock of another corporation which is merged into,
consolidated with, or all or a substantial portion of the property or
stock of which is acquired by, the Company or a Subsidiary. The terms
and conditions of the substitute options so granted may vary from the
terms and conditions set forth in this Plan to such extent as the
Committee may deem appropriate in order to conform, in whole or in
part, to the provisions of the options in substitution for which such
Options are granted. Such Options shall not be counted toward the
(20%) share limit set forth in the last sentence in Section 5, except
to the extent it is determined by the Committee that counting such
Options is required in order for the grants of such Options hereunder
to be eligible to qualify as "performance-based compensation" within
the meaning of Section 162(m) of the Code and the rules and
regulations thereunder.

16. EFFECTIVENESS OF THE PLAN. Following adoption by the Board, the Plan
shall take effect on the date approved by the stockholders of the
Company. Notwithstanding any provision to the contrary, all Options
and Restricted Stock shall be without force or effect unless the Plan
shall have been approved by the stockholders of the Company. Any Plan
amendments which require stockholder approval pursuant to Section 14
are subject to approval by vote of the stockholders of the Company
within 12 months after their adoption by the Board. Subject to such
approval, any such amendments shall be effective on the date on which
they are adopted by the Board. Options and Restricted Stock which are
dependent upon stockholder approval of a Plan amendment may be granted
prior to such approval, but shall be subject to such approval. The
date on which any Option or Restricted Stock grant dependent upon
stockholder approval of a Plan amendment is effective shall be the
Date of Grant for all purposes as if the Option or Restricted Stock
grant had not been subject to such approval; however, no Option or
Restricted Stock granted may be exercised prior to such stockholder
approval.

17. TERM OF THE PLAN. Unless sooner terminated by the Board pursuant to
Section 14, the Plan shall terminate on the date ten years after its
adoption by the Board, and no Options or Restricted Stock may be
granted after termination. The termination shall not affect the
validity of any Option or Restricted Stock outstanding on the date of
termination.

18. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
indemnification as they may have as Directors or as members of the
Committee, the members of the Committee shall be indemnified by the
Company against the reasonable expenses, including attorneys' fees,
actually and reasonably incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein,
to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any
Option or Restricted Stock granted or awarded hereunder, and against
all amounts reasonably paid by them in settlement thereof or paid by
them in satisfaction of a judgment in any such action, suit or
proceeding, if such members acted in good faith and in a manner which
they believed to be in, and not opposed to, the best interests of the
Company.

19. GENERAL PROVISIONS.

a) The establishment of the Plan shall not confer upon any
Employee any legal or equitable right against the Company or
the Committee except as expressly provided in the Plan.

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b) The Plan does not constitute inducement or consideration for
the employment of any Employee, nor is it a contract between
the Company and any Employee. Participation in the Plan shall
not give any Employee any right to be retained in the employ
of the Company. The Company retains the right to hire and
discharge any Employee at any time, with or without cause, as
if the Plan had never been adopted.

c) The interests of any Employee under the Plan are not subject
to the claims of creditors and may not in any way be
assigned, alienated, or encumbered.

d) The Plan shall be governed, construed, and administered in
accordance with the laws of the state of Tennessee and in
accordance with the intention of the Company that Incentive
Stock Options granted under the Plan qualify as such under
Section 422 of the Code, and that Options granted under the
Plan to Officers and Directors who are subject to Section 16
of the Exchange Act qualify as exempt transactions under
Exchange Act Rule 16b-3.

e) Each award under the Plan shall be subject to the requirement
that, if at any time the Committee shall determine that (i)
the listing, registration or qualification of the shares of
Common Stock subject or related thereto upon any securities
exchange or under any state or federal law, or (ii) the
consent or approval of any government regulatory body, or
(iii) an agreement by the Optionee with respect to the
disposition of shares of Common Stock is necessary or
desirable as a condition of, or in connection with, the
granting of such award or the issue or purchase of shares of
Common Stock thereunder, such award may not be consummated in
whole or in part unless such listing, registration,
qualification, consent, approval, or agreement shall have
been effected or obtained free of any conditions not
acceptable to the Committee.

ORIGINAL PLAN APPROVAL: AMENDMENT NO. 1 APPROVAL:
Board of Directors -- February 20, 1992 Board of Directors -- October 17, 1996
Shareholders -- April 23, 1992 Shareholders-- April 17, 1997

AMENDMENT NO. 2 APPROVAL:
Board of Directors -- February 18, 1999
Shareholders --