SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

POYNTER LOU ANN

(Last)

(First)

(Middle)

P. O. BOX 387

ATTN: LEGAL DIVISION

(Street)

MEMPHIS

38147-

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNION PLANTERS CORP [ UPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/23/2004		D		100,208	D	$32.67	46,932	D
Common Stock	01/23/2004		M		63,000	A	$22.92	109,932	D
Common Stock	01/23/2004		M		33,334	A	$24.81	143,266	D
Common Stock	01/23/2004		M		39,191	A	$25.5867	182,457	D
Common Stock	01/23/2004		F		595	D	$32.67	181,862	D
Common Stock								81,554	I	By spouse
Common Stock								5,687	I	By 401(k) Plan
Common Stock								868	I	By ESOP
Common Stock								90,000	I	By Magna Resources, LLC
Common Stock								3,719	I	By Poynter Real Estate Service

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	$0							⁽¹⁾	⁽¹⁾	Common Stock	19,499		19,499	D
Emp.Stock Option(right to buy)	$24.81	01/23/2004		M			33,334	10/08/2005	10/08/2012	Common Stock	33.334	$0	66,666	D
Emp.Stock Option(right to buy)	$25.5867	01/23/2004		M			39,191	10/10/2002	10/10/2011	Common Stock	39,191	$0	58,309	D
Emp.Stock Option(right to buy)	$31.2917							01/14/2001	10/14/2008	Common Stock	8,625		8,625	D
Emp.Stock Option(right to buy)	$32.67	01/23/2004		A		37,174		07/23/2004	10/10/2011	Common Stock	37,174	$0	37,174	D
Emp.Stock Option(right to buy)	$32.67	01/23/2004		A		36,880		07/23/2004	12/20/2011	Common Stock	36,880	$0	36,880	D
Emp.Stock Option(right to buy)	$32.67	01/23/2004		A		37,537		07/23/2004	10/08/2012	Common Stock	37,537	$0	37,537	D
Emp.Stock Option(right to buy)	$32.67	01/23/2004		A		13,889		01/23/2005⁽²⁾	01/23/2014	Common Stock	13,889⁽²⁾	$0	13,889	D
Non-Qual. Stock Option	$22.92	01/23/2004		M			63,000	12/20/2001	12/20/2010	Common Stock	63,000	$0	0	D

Explanation of Responses:

1. Phantom stock accrued under UPC Deferred Comp. Plan for Executives during 2000 at prices ranging from $28.58 to $34.48. The units are to be settled in cash upon the reporting person's termination of employment.

2. Options (13,889) will vest in three installments; 4629 - Jan. 23/05; 4630 - Jan. 23/06; 4630 - Jan. 23/07

	E. James House, Jr./Rebecca Baggett	01/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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