-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MCB1jluy5j1maJvXC8TgiqEni94hQaEoNKpses7cfLBaeIzK6X8ArpKOYfi7j7Ik TKrtD4mtBpBqJKk3eAXCMg== 0000950144-01-509738.txt : 20020412 0000950144-01-509738.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950144-01-509738 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011203 EFFECTIVENESS DATE: 20011203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION PLANTERS CORP CENTRAL INDEX KEY: 0000100893 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620859007 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74416 FILM NUMBER: 1805210 BUSINESS ADDRESS: STREET 1: UNION PLANTERS ADMINSTRATIVE CENTER STREET 2: 7130 GOODLETT FARMS PARKWAY CITY: MEMPHIS STATE: TN ZIP: 38018 BUSINESS PHONE: 9015806000 MAIL ADDRESS: STREET 1: 7130 GOODLETT FARMS PKWY STREET 2: UNION PLANTERS ADMINISTRATIVE CENTER CITY: MEMPHIS STATE: TN ZIP: 38018 S-8 1 g73101s-8.txt UNION PLANTERS CORPORATION As filed with the Securities and Exchange Commission December 3, 2001. File No. ___-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - -------------------------------------------------------------------------------- UNION PLANTERS CORPORATION (Exact Name of Issuer as Specified in its Charter) TENNESSEE 62-0859007 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 6200 POPLAR AVENUE MEMPHIS, TENNESSEE 38119 (901) 580-5768 (Address, including zip code, and telephone number of Principal Executive Offices) UNION PLANTERS CORPORATION 1998 STOCK INCENTIVE PLAN FOR OFFICERS AND EMPLOYEES (Full Title of the Plan) E. JAMES HOUSE, JR. COPY TO: SECRETARY AND MANAGER OF THE LEGAL DEPARTMENT LAURA G. THATCHER UNION PLANTERS CORPORATION ALSTON & BIRD LLP 6200 POPLAR AVENUE ONE ATLANTIC CENTER MEMPHIS, TENNESSEE 38119 1201 WEST PEACHTREE STREET (901) 580-5768 ATLANTA, GEORGIA 30309-3424 (Name and address of agent for service) (404) 881-7546 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------- Title of Securities to be Amount to be Proposed Proposed Registered Registered Maximum Maximum Amount of Offering Price Aggregate Registration Fee Per Unit (1) Offering Price (1) - ----------------------------------------------------------------------------------------------------------------- Common Stock, $5.00 par value 2,650,000 (2) $43.58 $115,487,000 $27,601.39 (and associated Preferred Share Rights) - -----------------------------------------------------------------------------------------------------------------
(1) Determined in accordance with Rule 457(h), the registration fee calculation is based on the average of the high and low prices of the Registrant's Common Stock reported on the New York Stock Exchange on November 29, 2001. (2) Amount to be registered includes 2,650,000 shares to be issued pursuant to the exercise of options granted to officers and employees under the Union Planters Corporation 1998 Stock Incentive Plan for Officers and Employees; plus such additional shares as may be issued by reason of stock splits, stock dividends or similar transactions. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS (a) The documents constituting Part I of this Registration Statement will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended. (b) Upon written or oral request, the Registrant will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this registration statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Registrant will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b). Requests for the above mentioned information, should be directed to E. James House, Jr., Secretary and Manager of the Legal Department, at (901) 580-5768. PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Union Planters Corporation (the "Registrant") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference and deemed to be a part hereof from the date of the filing of such documents: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 (provided that any information included or incorporated by reference in response to Items 402(a)(8), (i), (k), or (l) of Regulation S-K of the Securities and Exchange Commission shall not be deemed to be incorporated herein and is not part of the Registration Statement); (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001, and September 30, 2001, as amended; (c) The Registrant's Current Reports on Form 8-K dated January 18, 2001, February 23, 2001, March 6, 2001, April 19, 2001, June 20, 2001, July 19, 2001, and October 18, 2001; (d) The description of the Registrant's Board of Directors contained in the Proxy Statement of the Registrant filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 for the Registrant's Annual Meeting of Shareholders held on April 19, 2001; (e) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 for the period since December 31, 2000; (f) The Registrant's registration statement on Form 8-A dated January 22, 1999 (File No. 001-10160) in connection with the Registrant's designation and authorization of our Series F Preferred Stock as amended by the Registrant's registration statement on Form 8-A dated December 3, 2001 (File No. 001-10160); and (g) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement under Section 12(b) of the Securities Exchange Act of 1934 and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein II-1 and filed prior to the filing hereof shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein modifies or supersedes such statement, and any statement contained herein or in any other document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any other subsequently filed document which also is incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the shares of the Registrant's Common Stock offered pursuant to the Registration Statement will be passed upon by E. James House, Jr., Secretary and Manager of the Legal Department of the Registrant. E. James House, Jr. is an officer of and receives compensation from the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Amended and Restated Charter of the Registrant provides as follows: TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS: To the fullest extent permitted by Tennessee law, the Corporation may indemnify or purchase and maintain insurance to indemnify any of its directors, officers, employees or agents and any persons who may serve at the request of the Corporation as directors, officers, employees, trustees or agents of any other corporation, firm, association, national banking association, state-chartered bank, trust company, business trust, organization or any other type of entity whether or not the Corporation shall have any ownership interest in such entity. Such indemnification(s) may be provided for in the Bylaws, or by resolution of the Board of Directors or by appropriate contract with the person involved. Article V, INDEMNIFICATION, of the Registrant's Amended and Restated Bylaws provides as follows: The Corporation does hereby indemnify its directors and officers to the fullest extent permitted by the laws of the State of Tennessee and by ARTICLE TWELFTH of its Charter. The Corporation may indemnify any other person to the extent permitted by the Charter and by applicable law. Indemnification of corporate directors and officers is governed by Sections 48-18-501 through 48-18-509 of the Tennessee Business Corporation Act (the "Act"). Under the Act, a person may be indemnified by a corporation against judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys' fees) actually and necessarily incurred by him in connection with any threatened or pending suit or proceeding or any appeal thereof (other than an action by or in the right of the corporation), whether civil or criminal, by reason of the fact that he is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer, employee or agent of another corporation of any type or kind, domestic or foreign, if such director or officer acted in good faith for a purpose which he reasonably believed to be in the best interest of the corporation and, in criminal actions or proceedings only, in addition, had no reasonable cause to believe that his conduct was unlawful. A Tennessee corporation may indemnify a director or officer thereof in a suit by or in the right of the corporation against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred as a result of such suit unless such director or officer did not act in good II-2 faith or with the degree of diligence, care and skill which ordinary prudent men exercise under similar circumstances and in like positions. A person who has been wholly successful, on the merits or otherwise, in the defense of any of the foregoing types of suits or proceedings is entitled to indemnification for the foregoing amounts. A person who has not been wholly successful in any such suit or proceeding may be indemnified only upon the order of a court or a finding that the director or officer met the required statutory standard of conduct by (i) a majority vote of a disinterested quorum of the Board of Directors, (ii) the Board of Directors based upon the written opinion of independent legal counsel to such effect, or (iii) a vote to the shareholders. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS 4.1 Amended and Restated Charter of Union Planters Corporation. (Incorporated by reference to Exhibit 3(a) to the Registrant's Registration Statement on Form 8-A dated and filed on January 22, 1999 (SEC File No. 001-10160)) 4.2 Amended and Restated Bylaws of Union Planters Corporation. (Incorporated by reference to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 and filed on March 23, 2001 (SEC File No. 001-10160)) 4.3 Rights Agreement, dated January 19, 1999, by and between Union Planters Corporation and Union Planters Bank, N.A. (Incorporated by reference to Exhibit 2 to the Registrant's Registration Statement on Form 8-A dated and filed on January 22, 1999 (SEC File No. 001-10160)) 5.1 Opinion of E. James House, Jr., Secretary and Manager of the Legal Department of Union Planters Corporation, as to the validity of the shares of the Common Stock of Union Planters Corporation. 23.1 Consent of E. James House, Jr., Secretary and Manager of the Legal Department of Union Planters Corporation (included in Exhibit 5.1) 23.2 Consent of PricewaterhouseCoopers LLP 24.1 Power of Attorney (included on signature page) 99.1 Union Planters Corporation 1998 Stock Incentive Plan for Officers and Employees, as amended ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: II-3 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by us pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities being offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Union Planters Corporation hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Union Planters Corporation pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on the 18th day of October, 2001. UNION PLANTERS CORPORATION By: /s/ Jackson W. Moore ------------------------------------------ Jackson W. Moore Chairman of the Board, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jackson W. Moore and E. James House, Jr., and each of them, with the power to act without the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her, and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, as well as any related registration statement (or amendment thereto) filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed below by the following persons in the capacities and on the date indicated.
Name Capacity Date - ---- -------- ---- /s/ Jackson W. Moore Chairman of the Board, President, October 18, 2001 - -------------------------------- Chief Executive Officer, Director Jackson W. Moore /s/ Bobby L. Doxey Senior Executive Vice President, October 18, 2001 - -------------------------------- Chief Financial Officer and Bobby L. Doxey Chief Accounting Officer /s/ Albert M. Austin Director October 18, 2001 - -------------------------------- Albert M. Austin
II-5 /s/ Samuel W. Bartholomew, Jr. Director October 18, 2001 - ------------------------------ Samuel W. Bartholomew, Jr. /s/ George W. Bryan Director October 18, 2001 - ------------------------------ George W. Bryan /s/ James E. Harwood Director October 18, 2001 - ------------------------------ James E. Harwood /s/ Parnell S. Lewis, Jr. Director October 18, 2001 - ------------------------------ Parnell S. Lewis, Jr. /s/ Jorge M. Perez Director October 18, 2001 - ------------------------------ Jorge M. Perez /s/ Lou Ann Poynter Director October 18, 2001 - ------------------------------ Lou Ann Poynter /s/ John R. Roberts Director October 18, 2001 - ------------------------------ John R. Roberts /s/ Michael S. Starnes Director October 18, 2001 - ------------------------------ Michael S. Starnes /s/ Richard A. Trippeer, Jr. Director October 18, 2001 - ------------------------------ Richard A. Trippeer, Jr. /s/ Dr. Robert R. Waller Director October 18, 2001 - ------------------------------ Dr. Robert R. Waller /s/ Spence L. Wilson Director October 18, 2001 - ------------------------------ Spence L. Wilson
II-6 EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description -------------- ----------- 4.1 Amended and Restated Charter of Union Planters Corporation. (Incorporated by reference to Exhibit 3(a) to the Registrant's Registration Statement on Form 8-A dated and filed on January 22, 1999 (SEC File No. 001-10160)) 4.2 Amended and Restated Bylaws of Union Planters Corporation. (Incorporated by reference to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 and filed on March 23, 2001 (SEC File No. 001-10160)) 4.3 Rights Agreement, dated January 19, 1999, by and between Union Planters Corporation and Union Planters Bank, N.A. (Incorporated by reference to Exhibit 2 to the Registrant's Registration Statement on Form 8-A dated and filed on January 22, 1999 (SEC File No. 001-10160)) 5.1 Opinion of E. James House, Jr., Secretary and Manager of the Legal Department of Union Planters Corporation, as to the validity of the shares of the Common Stock of Union Planters Corporation. 23.1 Consent of E. James House, Jr., Secretary and Manager of the Legal Department of Union Planters Corporation (included in Exhibit 5.1) 23.2 Consent of PricewaterhouseCoopers LLP 24.1 Power of Attorney (included on signature page) 99.1 Union Planters Corporation 1998 Stock Incentive Plan for Officers and Employees, as amended
EX-5.1 3 g73101ex5-1.txt OPINION OF E. JAMES HOUSE, JR. EXHIBIT 5.1 [Letterhead of Union Planters Corporation] November 30, 2001 Union Planters Corporation 6200 Poplar Avenue Memphis, Tennessee 38119 Re: 2,650,000 Shares of the Common Stock, $5.00 Par Value Per Share and the associated Series F Preferred Stock, of Union Planters Corporation, a Tennessee Corporation ("UPC") Ladies and Gentlemen: The undersigned has participated in the preparation of a registration statement on Form S-8 (the "Registration Statement") for filing with the Securities and Exchange Commission in respect to not more than 2,650,000 shares of UPC's Common Stock, $5.00 par value per share, ("UPC Common Stock") and the associated Series F Preferred Stock, which may be issued by UPC pursuant to the Union Planters Corporation 1998 Stock Incentive Plan for Officers and Employees, as amended (the "Plan"). For purposes of rendering the opinion expressed herein, the undersigned has examined UPC's corporate charter and all amendments thereto; UPC's bylaws and amendments thereto; and such of UPC's corporate records as the undersigned has deemed necessary and material to rendering the undersigned's opinion. The undersigned has relied upon certificates of public officials and representations of UPC officials, and has assumed that all documents examined by the undersigned as originals are authentic, that all documents submitted to the undersigned as photocopies are exact duplicates of original documents, and that all signatures on all documents are genuine. Further, the undersigned is familiar with and has supervised all corporate action taken in connection with the authorization of the issuance and offering of the subject securities. Based upon and subject to the foregoing and subsequent assumptions, qualifications and exceptions, it is the undersigned's opinion that: 1. UPC is a duly organized and validly existing corporation in good standing under the laws of the State of Tennessee and has all requisite power and authority to issue, sell and deliver the subject securities, and to carry on its business and own its property; and 2. The shares of UPC Common Stock, and the associated Series F Preferred Stock, to be issued by UPC pursuant to the Plan will be duly authorized and when issued by UPC in accordance therewith, such shares of UPC Common Stock will be fully paid and nonassessable. The opinion expressed above is limited by the following assumptions, qualifications and exceptions: (a) The undersigned is licensed to practice law only in the State of Tennessee and expresses no opinion with respect to the laws other than those of the State of Tennessee and of the United States of America. (b) The opinion stated herein is based upon statutes, regulations, rules, court decisions and other authorities existing and effective as of the date of this opinion, and the undersigned undertakes no responsibility to update or supplement said opinion in the event of or in response to any subsequent changes in the law or said authorities, or upon the occurrence after the date hereof of events or circumstances that, if occurring prior to the date hereof, might have resulted in a different opinion. (c) This opinion is limited to the legal matters expressly set forth herein, and no opinion is to be implied or inferred beyond the legal matters expressly so addressed. The undersigned hereby consents to the filing of this opinion with the Securities and Exchange Commission as well as all state regulatory bodies and jurisdictions where qualification is sought for the sale of the subject securities. The undersigned is an Officer of, and receives compensation from UPC and therefore, is not independent from UPC. Yours very truly, UNION PLANTERS CORPORATION By: /s/ E. JAMES HOUSE, JR. ----------------------------------- E. James House, Jr. Manager, Legal Division EX-23.2 4 g73101ex23-2.txt CONSENT OF PRICEWATERHOUSE LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 18, 2001 relating to the financial statements, which appears in the 2000 Annual Report to Shareholders of Union Planters Corporation, which is incorporated by reference in Union Planters Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PRICEWATERHOUSECOOPERS LLP Memphis, Tennessee December 3, 2001 EX-99.1 5 g73101ex99-1.txt 1998 STOCK INCENTIVE PLAN EXHIBIT 99.1 UNION PLANTERS CORPORATION 1998 STOCK INCENTIVE PLAN FOR OFFICERS AND EMPLOYEES, AS AMENDED 1. DEFINITIONS. In this Plan, except where the context otherwise indicates, the following definitions apply: 1.1 "Agreement" means the Notice of Grant of Stock Options and Option Agreement. 1.2 "Board" means the Board of Directors of the Company. 1.3 "Change in Control" shall mean the occurrence of any of the following events: 1.3.1 The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 25% or more of either (a) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection 1.3.1, the following acquisitions shall not constitute a Change in Control: (w) any acquisition directly from the Company, (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (z) any acquisition by any Person pursuant to a transaction which complies with clauses 1.3.3.1, 1.3.3.2, and 1.3.3.3 of subsection 1.3.3 of this Section; or 1.3.2 Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 1.3.3 Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, 1.3.3.1 all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more -1- than 65% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and 1.3.3.2 no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and 1.3.3.3 at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination. 1.4 "Code" means the Internal Revenue Code of 1986, as amended. 1.5 "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. 1.6 "Common Stock" means the authorized but unissued common stock, par value $5, of the Company. 1.7 "Company" means Union Planters Corporation. 1.8 "Date of Exercise" means the date on which the Company receives notice pursuant to Section 8 of the exercise of an Option. 1.9 "Date of Grant" means the date on which an Option is granted or awarded by the action of the Committee. 1.10 "Disability" shall mean a mental or physical disability as determined by the Committee in accordance with standards and procedures similar to those under the Company's employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, Disability shall mean the inability of an Optionee, as determined by the Committee, to substantially perform such Optionee's regular duties and responsibilities due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months. -2- 1.11 "Employee" means any person determined by the Committee to be an employee of the Company or any Subsidiary. 1.12 "Exchange Act" means the Securities Exchange Act of 1934, as amended. 1.13 "Fair Market Value" of a share of Common Stock as of any date means the amount equal to the closing price on such date for a share of Common Stock on the New York Stock Exchange as reported in The Wall Street Journal or, in the absence of reported sales on such date, the closing price on the immediately preceding date on which sales were reported, 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. 1.14 "Nonstatutory Stock Option" means an Option which is not an Incentive Stock Option as defined under Section 422 of the Code. 1.15 "Normal Retirement Age" means retirement at age 60 with at least 20 years of service (i.e., 20 calendar years of employment each with 1000 hours or more of service). 1.16 "Officer" means any person who is an officer of the Company or any Subsidiary. 1.17 "Option" means the right to purchase from the Company a specified number of shares of Common Stock, which right shall be designated as a Nonstatutory Stock Option. 1.18 "Option Date of Expiration" means the date on which the Option shall expire, which shall be the earliest of the following events: 1.18.1 upon termination of the Optionee's employment (at any time) by reason of involuntary termination other than a Termination Due to a Reduction in Workforce; 1.18.2 one hundred eighty days after termination of the Optionee's employment by reason of death, Disability, retirement after reaching Normal Retirement Age, or Termination Due to a Reduction in Workforce; 1.18.3 thirty days following termination of the Optionee's employment for any reason other than that specified in subsections 1.18.1 or 1.18.2 of this Section. 1.19 "Optionee" means an Employee or Officer to whom an Option has been granted or awarded (as identified in the Agreement). 1.20 "Option Period" means the term of the Option as established by the Committee and set forth in the Agreement. 1.21 "Option Price" means the price per share at which an Option may be exercised (as indicated in United States dollar amount per share of Common Stock in the Agreement). 1.22 "Option Shares" means the shares of Common Stock subject to the Option set forth in the Agreement. 1.23 "Plan" means the Union Planters Corporation 1998 Stock Incentive Plan for Officers and Employees, as amended. -3- 1.24 "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. 1.25 "Termination Due to a Reduction in Workforce" shall mean a termination of the Optionee's employment pursuant to a corporate downsizing or reengineering program approved by the executive management of the Company. 1.26 "Voting Stock" shall mean that class (or classes) of common stock of the Company entitled to vote in the election of the Company's directors. 2. PURPOSE. The purpose of the Plan is to provide a means to attract able persons to remain in or to enter the employ of the Company or a Subsidiary and to provide a means whereby the officers and employees can acquire and maintain stock ownership, thereby strengthening their concern for the long-term welfare of the Company. 3. ADMINISTRATION. The Plan shall be administered by the Committee, which shall be appointed by the Board and consist of two or more members of the Board. It is intended that the directors appointed to serve on the Committee shall be "non-employee directors" (within the meaning of Rule 16b-3 promulgated under the Exchange Act) and "outside directors" (within the meaning of Code Section 162(m) and the regulations thereunder). However, the mere fact that a Committee member shall fail to qualify under either of the foregoing requirements shall not invalidate any Option granted by the Committee which Option is otherwise validly granted under the Plan. 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: 3.1 subject to the provisions of Sections 4, 6, 7, and 8, to determine in its sole discretion the Employees and Officers to whom Options shall be granted or awarded under the Plan, the number of shares which shall be subject to each Option , the terms upon which, the times at which, and the periods within which such Options may be acquired and exercised; 3.2 to grant Options to Employees and Officers selected by the Committee in its sole discretion; 3.3 to determine all other terms and provisions of each Agreement, which need not be identical; 3.4 to construe and interpret the Agreements and the Plan; 3.5 to require, whether or not provided for in the pertinent Agreement, of any person acquiring or exercising an Option, 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 3.6 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- 4. ELIGIBILITY. Participants in the Plan shall be Officers (except executive officers as designated for proxy statement purposes) and full time or part time Employees in good standing on the date of grant. 5. STOCK SUBJECT TO THE PLAN. There is hereby reserved for issuance upon the exercise of Options granted under the Plan an aggregate of 7,650,000 shares of Common Stock. If an Option granted under the Plan expires or terminates for any reason without having been fully exercised, the unpurchased shares of Common Stock which had been subject to such Option at the time of its expiration or termination shall become available for awards by the Committee of other Options 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 available for grant. 6. GRANT OF OPTION. Pursuant to and subject to the terms of this Plan, the Company hereby grants to the Optionee, the Option to purchase from the Company that number of shares identified as the Option Shares in the Agreement, exercisable at the Option Price as provided in the Agreement. 7. OPTION TERMS. Each Option grant shall be evidenced by an Agreement, which shall indicate the Option Price and number of Options subject to the grant and the applicable vesting schedule. 7.1 Type of Option. Each Option grant is intended to be a Nonstatutory Stock Option. 7.2 Option Price. The Option Price shall be determined by the Committee and stated in the Agreement. 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. 7.3 Option Period. Except as provided in Sections 7.4 and 11, the option expiration and vesting periods shall be determined by the Committee and specifically set forth in the Agreement; provided, however, that an Option shall not be exercisable after ten years from the Date of Grant. 7.4 Vesting in Certain Events. Notwithstanding any other provision herein to the contrary, in the event of a Change in Control of the Company all Option granted under the Plan shall be fully vested. In the event of death, disability, or Normal Retirement of an Optionee; or the Termination Due to a Reduction in Workforce, all Options granted to such Optionee shall be fully vested. 8. EXERCISE OF OPTIONS. An Option shall be exercised by the delivery to the Company of a written notice of the exercise, in such form as the Committee may prescribe, accompanied by full payment of the Option Price with respect to the shares for which the Option is exercised. Unless otherwise provided in the applicable Agreement, an Option may be exercised at any time or from time to time during the term of the Option as to any or all of the shares that have become purchasable under the provisions of the Option, but not at any time as to less than one hundred (100) shares unless the remaining shares that have become so purchasable are less than one hundred (100) shares. The Company will make every effort to complete the exercise in a timely manner; however, the Company will be allowed five business days to initiate the transaction and ten business days to complete the transaction. This period will begin on the date of receipt of written notice by the Company's designated option administrators. Until the Committee notifies the Optionee to the contrary, the form attached to this Agreement as Exhibit A shall be used to exercise the Option. 9. PAYMENT OF THE OPTION PRICE. The Optionee, upon exercise of the Option, shall pay the Option Price in United States Dollars. -5- 10. NONTRANSFERABILITY. The Option shall only be assignable or transferable by the Optionee with written consent of the Committee. In the event of the assignment or transfer of the Option, the assignee or transferee shall be subject to the terms and conditions of the Option as evidenced by this Plan which would otherwise apply to the Optionee. The Option shall not be assignable or transferable by such assignee or transferee other than by will or by the laws of descent and distribution, and is exercisable during such individual's lifetime only by such individual. 11. DEATH OF OPTIONEE. Upon the death of an Optionee, any Option held by the Optionee 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 hundred eighty days following date of death and within the remaining term of the Option. The provisions of this Section shall apply notwithstanding the fact that the Optionee's employment may have terminated prior to death. 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 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 minimum required withholding tax requirements (but not more than such minimum). For withholding tax purposes, the shares of Common Stock shall be valued at Fair Market Value as of the date of exercise. 13. CAPITAL ADJUSTMENTS. The number of unexercised Option Shares and the Option Price shall be subject to an equitable adjustment, as determined by the Committee, to reflect any stock dividend, stock split, or share combination, and shall be subject to such adjustment as the Committee may deem appropriate to reflect any exchange of shares, recapitalization, merger, consolidation, separation, reorganization, liquidation, or the like, of or by the Company. Any adjustment determined to be appropriate by the Committee pursuant to this Section 13 shall be conclusive and shall be binding upon the Optionee. 14. TERMINATION OR AMENDMENT. The Board shall have the power to terminate the Plan and to amend it in any respect. Unless required by applicable law or governmental regulations, no termination or amendment of the Plan shall adversely affect the rights or obligations of any Optionee without his consent. 15. RIGHTS AS STOCKHOLDER. The Optionee shall have no rights as a stockholder with respect to any shares of Common Stock subject to the Option until and unless a certificate or certificates representing such shares are issued to the Optionee pursuant to the Agreement. Except as provided under Section 13, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance of such certificate or certificates. 16. SUBJECT TO PLAN. Any Option granted under the Plan and the exercise thereof shall be subject to the terms and conditions of the Plan. In addition, any such Option shall be subject to any rules and regulations promulgated by the Committee. 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 may be granted after termination. The termination of the Plan shall not terminate or otherwise affect the validity of any Option outstanding on the date of termination. -6- 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 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. 19.1 The establishment of the Plan shall not confer upon any Employee or Officer any legal or equitable right against the Company or the Committee except as expressly provided in the Plan. 19.2 The Plan does not constitute inducement or consideration for the employment of any Employee or Officer, nor is it a contract between the Company and any Employee or Officer. Participation in the Plan shall not give any Employee or Officer any right to be retained in the employ of the Company. The Company retains the right to hire and discharge any Employee or Officer at any time, with or without cause, as if the Plan had never been adopted. 19.3 The interests of any Employee or Officer under the Plan are not subject to the claims of creditors and may not in any way be assigned, alienated, or encumbered. 19.4 The Plan shall be governed, construed, and administered in accordance with the laws of the state of Tennessee. 19.5 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: Approved by the Salary and Benefits Committee on October 14, 1998; and ratified by the Board of Directors on October 15, 1998. AMENDED PLAN APPROVAL: Approved by the Board of Directors on October 21, 1999, and by the Salary and Benefits Committee on October 26, 1999. FURTHER AMENDED PLAN APPROVAL: Approved by the Salary and Benefits Committee on October 10, 2001, and ratified by the Board of Directors on October 18, 2001. -7- -----END PRIVACY-ENHANCED MESSAGE-----