S-8

As filed with the Securities and Exchange Commission May 16, 2002.
File No. 333- __________

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 Incorporation or Organization)	(I.R.S. Employer Identification Number)

6200 Poplar Avenue
Memphis, Tennessee 38119
(901) 580-6000
(Address, including zip code, and telephone number of Principal Executive Offices)

Union Planters Corporation Amended and Restated 1992 Stock Incentive Plan
(Full Titles of the Plan)

E. JAMES HOUSE, JR.	Copy to:
Secretary and Manager of the Legal Department Union Planters Corporation 6200 Poplar Avenue Memphis, Tennessee 38119 (901) 580-5768 (Name and address of agent for service)	LAURA G. THATCHER Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street, NW Atlanta, Georgia 30309-3424 (404) 881-7546

CALCULATION OF REGISTRATION FEE

				Proposed Maximum		Proposed Maximum
Title of Securities	Amount to be			Offering Price		Aggregate		Amount of
to be Registered	Registered			Per Unit (1)		Offering Price (1)		Registration Fee
Common Stock, $5.00 par value (and associated Preferred Share Rights)		7,000,000	(2)	$	49.71875	$	348,031,250	$	32,019

(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 May  9, 2002.
(2)	Amount to be registered includes 7,000,000 shares to be issued pursuant to the exercise of awards granted to employees, officers and directors under the Union Planters Corporation Amended and Restated 1992 Stock Incentive Plan; plus such additional shares as may be issued by reason of stock splits, stock dividends or similar transactions.

TABLE OF CONTENTS

	PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
	PART II.    INFORMATION REQUIRED IN REGISTRATION STATEMENT
	Item 3.    Incorporation of Documents by Reference
SIGNATURES
EXHIBIT INDEX
Opinion of E. James House, Jr.
Consent of PriceWaterhouseCoopers LLP
Amended & Restated 1992 Stock Incentive Plan

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, 2001 (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 Report on Form 10-Q for the quarter ended March 31, 2002;

     (c)    The Registrant’s Current Reports on Form 8-K filed January 17, 2002, April 18, 2002 and April 23, 2002;

     (d)    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, 2001;

     (e)    The description of the current management and Board of Directors of the Registrant 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 18, 2002;

     (f)    The Registrant’s Registration Statement on Form 8-A dated January 19, 1989, filed on February 1, 1989, (SEC File No. 0-6919) in connection with the Registrant’s designation and authorization of its Series F Preferred Stock; 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

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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 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,

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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 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

     See Exhibit Index, which is incorporated herein by reference.

Item 9.    Undertakings

     (a)    The undersigned Registrant hereby undertakes:

     (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 the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

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               (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)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s 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 the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant 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, the Registrant 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.

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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 14th day of May, 2002.

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, 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 as of the 14th day of May, 2002 in the capacities indicated.

Name	Capacity	Date
/s/ Jackson W. Moore Jackson W. Moore	Chairman of the Board, President Chief Executive Officer, Director (Principal Executive Officer)	May 14, 2002
/s/ Bobby L. Doxey Bobby L. Doxey	Senior Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	May 14, 2002
/s/ Albert M. Austin Albert M. Austin	Director	May 14, 2002
/s/ Samuel W. Bartholomew, Jr. Samuel W. Bartholomew, Jr.	Director	May 14, 2002

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Name	Capacity	Date
/s/ George W. Bryan George W. Bryan	Director	May 14, 2002
/s/ James E. Harwood James E. Harwood	Director	May 14, 2002
/s/ Parnell S. Lewis, Jr. Parnell S. Lewis, Jr.	Director	May 14, 2002
/s/ Jorge M. Perez Jorge M. Perez	Director	May 14, 2002
/s/ Lou Ann Poynter Lou Ann Poynter	Director	May 14, 2002
/s/ John R. Roberts John R. Roberts	Director	May 14, 2002
/s/ Michael S. Starnes Michael S. Starnes	Director	May 14, 2002
/s/ Richard A. Trippeer, Jr. Richard A. Trippeer, Jr.	Director	May 14, 2002
Robert R. Waller, M.D.	Director	, 2002
/s/ Spence L. Wilson Spence L. Wilson	Director	May 14, 2002

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EXHIBIT INDEX

TO
REGISTRATION STATEMENT ON FORM S-8

Exhibit
No.	Description
4.1	Amended and Restated Charter of Union Planters Corporation. (Incorporated by reference to Exhibit 3 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, 2001 and filed on March 15, 2002 (SEC File No. 001-10160))
4.3	Rights Agreement, dated January 19, 1999 as amended on December 3, 2001, 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 and Exhibit 4 to Amendment No. 1 to such Form 8-A on Form 8-A/A dated and filed on December 3, 2001 (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 Amended and Restated 1992 Stock Incentive Plan.

EX-5.1 3 g76436ex5-1.txt OPINION OF E. JAMES HOUSE, JR. Exhibit 5.1 Opinion of Counsel [Letterhead of Union Planters Corporation] May 16, 2002 Union Planters Corporation 6200 Poplar Avenue Memphis, Tennessee 38119 Re: 7,000,000 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") 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 7,000,000 shares of UPC's Common Stock, $5.00 par value per share and the associated Series F Preferred Stock("UPC Common Stock") which may be issued by UPC pursuant to the Union Planters Corporation Amended and Restated 1992 Stock Incentive Plan (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 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 expressed 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 g76436ex23-2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.2 Consent of PricewaterhouseCoopers LLP 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 17, 2002 relating to the financial statements, which appears in Appendix C of Union Planters Corporation's 2002 Definitive Proxy Statement, which is incorporated by reference in Union Planters Corporation's Annual Report on Form 10-K for the year ended December 31, 2001. /s/ PricewaterhouseCoppers LLP PricewaterhouseCoopers LLP Memphis, Tennessee May 15, 2002 EX-99.1 5 g76436ex99-1.txt AMENDED & RESTATED 1992 STOCK INCENTIVE PLAN Exhibit 99.1 Union Planters Corporation Amended and Restated 1992 Stock Incentive Plan UNION PLANTERS CORPORATION AMENDED AND RESTATED 1992 STOCK INCENTIVE PLAN 1. DEFINITIONS. In this Plan, except where the context otherwise indicates, the following definitions apply: 1.1 "Award" means any Option or Restricted Stock award granted under the Plan. 1.2 "Agreement" means any written notice, agreement, contract, or other instrument or document evidencing an Award. 1.3 "Board" means the Board of Directors of the Company. 1.4 "Cause" as a reason for a Participant's termination of employment shall have the meaning assigned such term in the employment agreement, if any, between such Participant and the Company or a Subsidiary, provided, however that if there is no such employment agreement in which such term is defined, "Cause" shall mean any of the following acts by the Participant, as determined by the Board: gross neglect of duty, prolonged absence from duty without the consent of the Company, intentionally engaging in any activity that is in conflict with or adverse to the business or other interests of the Company, or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company. 1.5 "Change in Control" means the occurrence of any of the following events: 1.5.1 The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 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 Section 1.5.1, 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 Sections 1.5.3.1, 1.5.3.2, and 1.5.3.3; or 1.5.2 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 1.5.3 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, 1.5.3.1 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 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 1.5.3.2 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 2 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 1.5.3.3 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. 1.6 "Code" means the Internal Revenue Code of 1986, as amended. 1.7 "Committee" means the committee referred to in Section 3. Unless otherwise determined by the Board, the Salary and Benefits Committee of the Board shall be the Committee. 1.8 "Common Stock" means the authorized but unissued common stock, par value $5, of the Company. 1.9 "Company" means Union Planters Corporation. 1.10 "Covered Employee" means a covered employee as defined in Code Section 162(m)(3). 1.11 "Date of Grant" means the date on which an Option or Restricted Stock award is granted by the action of the Committee. 1.12 "Disability" means a mental or physical disability as determined by the Board 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 a Participant, as determined by the Board, to substantially perform his or her regular duties and responsibility due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six consecutive months. The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant's condition. Notwithstanding the above, with respect to an Incentive Stock Option, Disability shall mean Permanent and Total Disability as defined in Section 22(e)(3) of the Code. 1.13 "Exchange Act" means the Securities Exchange Act of 1934, as amended. 1.14 "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 3 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. 1.15 "Incentive Stock Option" means an Option that qualifies as an Incentive Stock Option under Section 422 of the Code. 1.16 "Nonstatutory Stock Option" means an Option which is not an Incentive Stock Option. 1.17 "Normal Retirement" 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), or retirement at or after age 62 regardless of years of service. 1.18 "Option" means the right to purchase from the Company a specified number of shares of Common Stock within a specified time period, which right shall be designated as either an Incentive Stock Option or a Nonstatutory Stock Option. 1.19 "Option Period" means the period during which an Option may be exercised. 1.20 "Option Price" means the price per share at which an Option may be exercised. 1.21 "Option Shares" means the shares of Common Stock subject to an Option as set forth in the applicable Agreement. 1.22 "Participant" means a person who, as an employee, officer, or director of the Company or any Subsidiary, has been granted an Award under the Plan. 1.23 "Plan" means the Union Planters Corporation Amended and Restated 1992 Stock Incentive Plan, as amended from time to time. 1.24 "Qualified Performance-Based Award" means (i) an Option having an exercise price equal to or greater than the Fair Market Value of the underlying Common Stock as of the Date of Grant, or (ii) a Restricted Stock award that is intended to qualify for the Section 162(m) Exemption and is made subject to performance goals based on Qualified Performance Criteria. 1.25 "Qualified Performance Criteria" means one or more of the performance criteria listed in Section 11.2 hereof upon which performance goals for 4 certain Qualified Performance-Based Awards may be established by the Committee. 1.26 "Reload Option" means an Option granted to a Participant upon the surrender of shares of Common Stock in payment of the Option Price upon the exercise of an Option or to satisfy any tax withholding requirement incident to 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 3.4.4. Other terms of the Reload Option shall be the same as contained in the Option Agreement relating to the Option exercised. 1.27 "Restricted Stock" means shares of Common Stock awarded pursuant to the provisions of Section 7. 1.28 "Section 162(m) Exemption" means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code or any successor provision thereto. 1.29 "Subsidiary" means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code. 2. PURPOSE. The purpose of the Plan is to provide a means to attract able persons to remain in or to enter the employ or directorship of the Company or a Subsidiary and to provide a means whereby the officers, employees and directors 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 or, at the discretion of the Board from time to time, the Plan may be administered by the Board. The Committee shall consist of two or more members of the Board. It is intended that the directors appointed to serve on the Committee shall be "nonemployee directors" (within the meaning of Rule l6b-3 under the Exchange Act) and "outside directors" (within the meaning of Section 162(m) of the Code and the regulations thereunder) and that any such members of the Committee who do not so qualify shall abstain from participating in any decision to make or administer Awards that are made to Eligible Participants who at the time of consideration for such Award are, or who are anticipated to be become, either (i) Covered Employees or (ii) persons subject to the short-swing profit rules of Section 16 of the Exchange Act. However, the mere fact that a Committee member shall fail to qualify under either of the foregoing requirements shall not invalidate any award made by the Committee, which award is otherwise validly made 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. During any time that the Board is acting as administrator of 5 the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 3) shall include the Board. 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, 5, 6, and 7, to determine in its sole discretion the Participants to whom Options or Restricted Stock shall be granted or awarded under the Plan, the number of shares which shall be subject to each Award, 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; 3.2 to grant Options to, and to award Restricted Stock to, Participants 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 without limiting the foregoing, to provide in its sole discretion, in an Agreement: 3.4.1 for an agreement by the Participant 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 Participant; 3.4.2 for restrictions on the transfer, sale, or other disposition of Common Stock issued to the Participant upon the exercise of an Option or for other restrictions permitted by Section 7 with respect to Restricted Stock: 3.4.3 for an agreement by the Participant to resell to the Company, under specified conditions, Common Stock issued upon the exercise of an Option or awarded as Restricted Stock; and 3.4.4 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; provided, however, that if shares of Common Stock that were acquired otherwise than on the open market are used to pay the Option Price, such shares must have been held by the Participant as fully vested shares for at least six months; 6 3.4.5 for the automatic issuance of a Reload Option for the same number of shares of Common Stock delivered as payment (or partial payment) of the Option Price as provided in Section 3.4.4 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 8. The number of shares covered by a Reload Option shall not exceed (i) the number of shares of Common Stock, if any, surrendered as payment or (ii) the number of shares remaining available for granting under the Plan, whichever shall be less. No Reload Options shall issue to a Participant who exercises any Option pursuant to the terms of this Plan following termination of his employment; 3.5 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; 3.6 to construe and interpret the Agreements and the Plan; 3.7 to make all other determinations and take all other actions necessary or advisable for the administration of the Plan; and 3.8 to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or any Subsidiary may operate, in order to assure the viability of the benefits of Awards granted to Participants located in such other jurisdictions and to meet the objectives of the Plan. Notwithstanding the foregoing, grants of Options and Restricted Stock to non-employee directors hereunder shall be made only in accordance with the terms, conditions and parameters of a separate plan or plans for the compensation of non-employee directors of the Company, and the Committee may not otherwise make discretionary Awards hereunder to non-employee directors. The Board or the Committee may expressly delegate to a special committee consisting of one or more directors who are also officers of the Company some or all of the Committee's authority under Sections 3.1 through 3.4 above with respect to those eligible Participants who, at the time of grant are not, and are not anticipated to be become, either (i) Covered Employees or (ii) persons subject to the insider trading rules of Section 16 of the Exchange Act. Any determinations or actions made or taken by the Committee pursuant to this Section shall be binding and final. 7 4. ELIGIBILITY. Participants in the Plan (other than directors) shall be selected by the Committee from among the employees and officers of the Company or its Subsidiaries. Directors shall be Participants in the Plan only in accordance with the terms, conditions and parameters of a separate plan or plans for the compensation of non-employee directors of the Company. 5. STOCK SUBJECT TO THE PLAN. As of January 31, 2002, there were remaining available for Awards 4,382,926 shares of the 13,000,000 shares of Common Stock authorized under the Plan. Effective upon the 2002 amendment to the Plan, subject to the following paragraph and subject to adjustment as provided in Section 9, the aggregate number of shares of Common Stock reserved for Awards shall be 20,000,000 (an increase of 7,000,000 shares) of which not more than 20% may be granted as Awards of Restricted Stock (whether vesting by continued employment or other performance measures). To the extent that awards of Restricted Stock exceed 10% of the shares authorized under the Plan, such Awards in excess of 10% shall be subject to a minimum vesting period of three years, or one year if the vesting is based on performance criteria other than continued employment. Any Common Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury stock or Common Stock purchased on the open market. To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any shares of Common Stock subject to the Award will again be available for the grant of an Award under the Plan. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Section 9), (i) the maximum number of shares of Common Stock with respect to one or more Options that may be granted during any one calendar year under the Plan to any one Participant shall be 1,500,000, and (ii) the maximum Fair Market Value (measured as of the Date of Grant) of any Awards of Restricted Stock that may be received by any one Participant (less any consideration paid by the Participant for such Award) during any one calendar year under the Plan shall be $8,000,000. 6. OPTIONS. 6.1 Evidence of Grant. 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. Incentive Stock Options may not be granted to a non-employee director. 6.2 Option Price. The Option Price shall be determined by the Committee and specified in the Agreement, but the Option Price shall not be less than the greater of 100% of the Fair Market Value of the Common Stock determined as of the Date of Grant or the par value of the Common Stock. Notwithstanding the prior sentence, the Option Price of a Nonstatutory Stock Option may be less than 100% of the Fair Market Value of the Common Stock as of the Date of Grant if: (i) the Participant has entered into an agreement with the Company, pursuant to which the grant of the 8 Option is in lieu of the payment of compensation; and (ii) the amount of such compensation when added to the Option Price equals at least 100% of the Fair Market Value as of the Date of Grant of the shares subject to the Option. 6.3 Option Period. 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. 6.4 Vesting. The vesting schedule for an Option shall be determined by the Committee and specifically set forth in the Agreement. Notwithstanding the stated vesting schedule, (i) in the event of a Change in Control of the Company all Options granted under the Plan shall become fully vested, and (ii) in the event, prior to a Change in Control, of the death, Disability, or Normal Retirement of a Participant, or a Participant's termination of employment by the Company without Cause, all Options granted to such Participant shall become fully vested. 6.5 Exercise. 6.5.1 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. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation, cash, shares of Common Stock, or other property (including "cashless exercise" arrangements); provided, however, that if shares of Common Stock that were acquired otherwise than on the open market are used to pay the Option Price, such shares must have been held by the Participant as fully vested shares for at least six months. 6.5.2 Upon the death of a Participant, any Option exercisable on the date of death may be exercised by the Participant'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 the remaining Option Period. The provisions of this Section shall apply notwithstanding the fact that the Participant's employment may have terminated prior to death, but only to the extent of any Options exercisable on the date of death. 6.6 Transferability. 6.6.1 Incentive Stock Options granted under the Plan shall not be transferable otherwise than by will or the laws of descent and 9 distribution, and may be exercised during the lifetime of the Participant only by the Participant. 6.6.2 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 or thereafter. In the event of the assignment or transfer of a Nonstatutory 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 Participant. 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 shall be exercisable during such individual's lifetime only by such individual. 6.7 Special Rules for Incentive Stock Options. 6.7.1 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. 6.7.2 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 Participant during any calendar year exceeds $100,000, such Option shall be treated as a Nonstatutory Stock Option. 6.7.3 Notwithstanding the designation of an Option in an Agreement as an Incentive Stock Option, under current federal tax laws and regulations the tax treatment available pursuant to Section 422 of the Code upon the exercise of an Incentive Stock Option is not available to a Participant who exercises any Incentive Stock Option more than (i) 12 months after the date of termination of employment due to Disability or (ii) three months after the date of termination of employment for any reason other than Disability or death. 6.8 Option Deferrals. The Committee may permit the Participant to defer the issue or transfer of Common Stock which would otherwise be issued or transferred to such Participant 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. RESTRICTED STOCK AWARDS. 7.1 Terms of Restricted Stock Awards. Restricted Stock awards under the Plan shall consist of shares of Common Stock granted to a Participant 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 10 containing provisions setting forth the terms and conditions governing such awards. Each such Agreement for Restricted Stock must contain the following: 7.1.1 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 Participant shall have all the other rights of a shareholder including, but not limited to, the right to receive dividends and the right to vote such shares; 7.1.2 at least one term, condition, or restriction constituting a "substantial risk of forfeitures" as defined in Section 83(c) of the Code; 7.1.3 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); 7.1.4 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 a Participant; and 7.1.5 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 Participant or his legal representative. 7.2 Evidence of Restricted Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine, including, without limitation, registration by book entry. If certificates representing shares of Restricted Stock are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, such as the following: " 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 Amended and Restated 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 with Union Planters Corporation." 11 7.3 Automatic Vesting in Certain Events. Notwithstanding any other provision herein to the contrary, (i) in the event of a Change in Control of the Company all awards of Restricted Stock under the Plan shall become fully vested, and (ii) in the event, prior to a Change in Control, of the death, Disability, or Normal Retirement of a Participant, all awards of Restricted Stock granted to such Participant shall become fully vested. 7.4 Restricted Stock Deferrals. The Committee may permit the Participant to defer the receipt of Common Stock upon the vesting of an award of Restricted Stock. 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. 8. WITHHOLDING TAXES. With respect to any taxable event arising as a result of the Plan, the Company or any Subsidiary shall have the right to require the Participant to remit to the Company cash or Common Stock in an amount sufficient to satisfy any federal, state and/or local withholding tax requirements (including the Participant's FICA obligation) 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 on the date the withholding obligation is incurred. Subject to the foregoing restrictions, all Participants shall have the right under the Plan to elect to pay withholding taxes in cash, to have shares of Common Stock withheld (but not for more than the minimum withholding obligation), or to deliver previously owned shares to satisfy withholding tax requirements; provided, however, that if shares of Common Stock that were acquired otherwise than on the open market are used to satisfy withholding obligations in excess of the minimum withholding obligation, such shares must have been held by the Participant as fully vested shares for at least six months. 9. CAPITAL ADJUSTMENTS. In the event of a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the authorization and other share limits under Section 5 of the Plan shall be adjusted proportionately, and the Committee may adjust Awards to preserve the benefits or potential benefits of the Awards. Action by the Committee may include: (i) adjustment of the number and kind of shares which may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the Option Price of outstanding Awards; and (iv) any other adjustments that the Committee determines to be equitable. In addition, the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Common Stock, (ii) that Awards will become immediately vested and exercisable and will expire after a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction 12 or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Common Stock, as of a specified date associated with the transaction, over the exercise price of the Award, or (v) any combination of the foregoing. The Committee's determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated. Any adjustment determined to be appropriate by the Committee pursuant to this Section 9 shall be conclusive and shall be binding upon the Participant. Without limiting the foregoing, in the event a stock dividend or stock split is declared upon the Common Stock, the authorization and other share limits under Section 5 shall be increased proportionately, and the shares of Common Stock then subject to each Award shall be increased proportionately without any change in the aggregate purchase price therefor. 10. TERMINATION OF EMPLOYMENT. Whether military, government or other service or other leave of absence shall constitute a termination of employment shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive. A termination of employment shall not occur (i) in a circumstance in which a Participant transfers from the Company to one of its Subsidiaries, or transfers from one Subsidiary to another Subsidiary, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant's employer from the Company or any Subsidiary. To the extent that this provision causes Incentive Stock Options to extend beyond three months from the date a Participant is deemed to be an employee of the Company or a Subsidiary for purposes of Section 424(f) of the Code, the Options held by such Participant shall be deemed to be Nonstatutory Stock Options. 11. QUALIFIED PERFORMANCE-BASED AWARDS. 11.1 Options. The provisions of the Plan are intended to ensure that all Options granted hereunder to any Covered Employee qualify for the Section 162(m) Exemption, provided that the Option Price therefor is greater than or equal to the Fair Market Value of the Common Stock as of the Date of Grant. 11.2 Restricted Stock; Qualified Performance Criteria. When granting any Restricted Stock Award, the Committee may (but need not) designate such Award as a Qualified Performance-Based Award, based upon a determination that the recipient is or may be a Covered Employee with respect to such Award, and the Committee wishes such Award to qualify for the Section 162(m) Exemption. If an Award is so designated, the Committee shall establish performance goals for such Award within the time period prescribed by Section 162(m) of the Code based on one or more of the following Qualified Performance Criteria, which may be expressed in terms of Company-wide objectives or in terms of objectives 13 that relate to the performance of a Subsidiary or a division, region, department or function within the Company or a Subsidiary: (1) book value, (2) earnings per share, (3) market capitalization, (4) net income, (5) price-earnings ratio, (6) return on assets, (7) return on equity, (8) return on revenue, (9) return on capital, (10) changes in working capital, (11) EBITDA (earnings before interest, depreciation, taxes and amortization), (12) EBIT (earnings before interest and taxes), (13) cash flow, (14) net profit before tax, (15) gross profit, (16) operating profit, or (17) shareholder return. 11.3 Establishment of Performance Goals. Each Qualified Performance-Based Award (other than an Option) shall be earned, vested and payable (as applicable) only upon the achievement of performance goals established by the Committee based upon one or more of the Qualified Performance Criteria, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate; provided that (i) the Committee may provide, either in connection with the grant thereof or by amendment thereafter, that achievement of such performance goals will be waived upon the Participant's death, Disability, Normal Retirement or termination of employment without Cause, and (ii) the provisions of Section 7.3 shall apply notwithstanding this sentence. 11.4 Certification of Performance. Any payment of a Qualified Performance-Based Award granted with performance goals shall be conditioned on the written certification of the Committee in each case that the performance goals and any other material conditions were satisfied. Except as specifically provided in Section 11.3 above, no Qualified Performance-Based Award may be amended, nor may the Committee exercise any discretionary authority it may otherwise have under the Plan with respect to a Qualified Performance-Based Award under the Plan, in any manner to waive the achievement of the applicable performance goal based on Qualified Performance Criteria or to increase the amount payable pursuant thereto or the value thereof, or otherwise in a manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption. 11.5 Section 162(m) Award Limits. Section 5 above sets forth the maximum number of Options and the maximum dollar value of Restricted Stock Awards that may be granted under the Plan to a Participant in any one-year. 12. TERMINATION OR AMENDMENT. The Board or the Committee shall have the power to terminate the Plan and to amend it in any respect, provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board or the Committee, either (i) materially increase the benefits accruing to Participants, (ii) 14 materially increase the number of Shares issuable under the Plan, or (ii) materially modify the requirements for eligibility, then such amendment shall be subject to shareholder approval. 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. 13. MODIFICATION AND SUBSTITUTION OF AWARDS. Subject to the terms and conditions and within the limitations of the Plan, the Committee may amend, modify or terminate any outstanding Award without approval of the Participant; provided, however, that (i) subject to the terms of the applicable Agreement, such amendment, modification or termination shall not, without the Participant's consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination; (ii) the original term of any Option may not be extended without the prior approval of the shareholders of the Company; and (iii) except as otherwise provided in Section 9, the Option Prices of outstanding Options may not be reduced, directly or indirectly, without the prior approval of the shareholders of the Company. 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 annual share limit set forth in the last paragraph 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. 14. EFFECTIVENESS AND TERM OF THE PLAN. Following adoption by the Board on February 20, 1992, the Plan first became effective on April 23, 1992, the date its was approved by the shareholders of the Company. The Plan was scheduled to expire on February 20, 2002. However, as of February 19, 2002, the Board approved the Amended and Restated Plan in its current form, subject to approval of the shareholders at the 2002 Annual Meeting. If so approved by the shareholders, the Amended and Restated Plan will be reinstated as of the date of the 2002 Annual Meeting and will expire on the tenth anniversary of such date, unless sooner terminated by the Board pursuant to Section 12 hereof. No Options or Restricted Stock may be granted between February 20, 2002 and the date that the shareholders approve the Amendment and Restated Plan at the 2002 Annual Meeting of Stockholders. The termination of the Plan on any date shall not affect the validity of any Option or Restricted Stock outstanding on the date of termination. 15 Any subsequent Plan amendments which require shareholder approval pursuant to Section 13 are subject to approval by vote of the shareholders 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 shareholder 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 shareholder 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 shareholder approval. 15. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of indemnification as they may have as members of the Board or 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. 16. GENERAL PROVISIONS. 16.1 No Non-Express Rights. The establishment of the Plan shall not confer upon any Participant any legal or equitable right against the Company or the Committee except as expressly provided in the Plan. 16.2 No Employment Rights. The Plan does not constitute inducement or consideration for the employment of any Participant, nor is it a contract between the Company and any Participant. Participation in the Plan shall not give any employee or officer any right to be retained in the employ of the Company or any director the right to continue to serve as a director. The Company retains the right to hire and discharge any Participant at any time, with or without cause, as if the Plan had never been adopted. 16.3 No Alienation of Rights. The interests of any Participant under the Plan are not subject to the claims of creditors and may not in any way be assigned, alienated, or encumbered. 16.4 Governing Law and Interpretation. 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 16 are subject to Section 16 of the Exchange Act qualify as exempt transactions under Exchange Act Rule 16b-3. 16.5 Compliance. 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 Participant 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: Board of Directors - February 20, 1992 Stockholders - April 23, 1992 AMENDMENT NO. 1 APPROVAL: Board of Directors - October 17, 1996 Stockholders -April 17, 1997 AMENDMENT NO. 2 APPROVAL: Board of Directors--February 18, 1999 Stockholders--April 15, 1999 AMENDMENT NO. 3 APPROVAL: Board of Directors--July 15, 1999 Stockholders--Not required AMENDMENT NO. 4 APPROVAL: Board of Directors--February 19, 2002 Stockholders--[April 18, 2002] All of the above amendments are included herein in this Amended and Restated 1992 Stock Incentive Plan. 17 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

                                  Exhibit 5.1

                              Opinion of Counsel



                   [Letterhead of Union Planters Corporation]
                                  May 16, 2002

Union Planters Corporation
6200 Poplar Avenue
Memphis, Tennessee 38119

Re:      7,000,000 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")

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 7,000,000 shares
of UPC's Common Stock, $5.00 par value per share and the associated Series F
Preferred Stock("UPC Common Stock") which may be issued by UPC pursuant to the
Union Planters Corporation Amended and Restated 1992 Stock Incentive Plan (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 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 expressed 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

                                  Exhibit 23.2

                     Consent of PricewaterhouseCoopers LLP


                       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 17, 2002 relating to the
financial statements, which appears in Appendix C of Union Planters
Corporation's 2002 Definitive Proxy Statement, which is incorporated by
reference in Union Planters Corporation's Annual Report on Form 10-K for the
year ended December 31, 2001.



/s/ PricewaterhouseCoppers LLP

PricewaterhouseCoopers LLP
Memphis, Tennessee
May 15, 2002

EX-99.1

                                  Exhibit 99.1

   Union Planters Corporation Amended and Restated 1992 Stock Incentive Plan


                           UNION PLANTERS CORPORATION
                              AMENDED AND RESTATED
                           1992 STOCK INCENTIVE PLAN

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

         1.1      "Award" means any Option or Restricted Stock award granted
                  under the Plan.

         1.2      "Agreement" means any written notice, agreement, contract, or
                  other instrument or document evidencing an Award.

         1.3      "Board" means the Board of Directors of the Company.

         1.4      "Cause" as a reason for a Participant's termination of
                  employment shall have the meaning assigned such term in the
                  employment agreement, if any, between such Participant and
                  the Company or a Subsidiary, provided, however that if there
                  is no such employment agreement in which such term is
                  defined, "Cause" shall mean any of the following acts by the
                  Participant, as determined by the Board: gross neglect of
                  duty, prolonged absence from duty without the consent of the
                  Company, intentionally engaging in any activity that is in
                  conflict with or adverse to the business or other interests
                  of the Company, or willful misconduct, misfeasance or
                  malfeasance of duty which is reasonably determined to be
                  detrimental to the Company.

         1.5      "Change in Control" means the occurrence of any of the
                  following events:

                  1.5.1    The acquisition by any individual, entity, or group
                           (within the meaning of Section 13(d)(3) or 14(d)(2)
                           of the Exchange Act) (a "Person") of beneficial
                           ownership (within the meaning of Rule 13d-3
                           promulgated under the Exchange Act) 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 Section 1.5.1, 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 Sections 1.5.3.1, 1.5.3.2, and
                           1.5.3.3; or


                  1.5.2    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

                  1.5.3    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,

                           1.5.3.1  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 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

                           1.5.3.2  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


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                                    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

                           1.5.3.3  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.

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

         1.7      "Committee" means the committee referred to in Section 3.
                  Unless otherwise determined by the Board, the Salary and
                  Benefits Committee of the Board shall be the Committee.

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

         1.9      "Company" means Union Planters Corporation.

         1.10     "Covered Employee" means a covered employee as defined in
                  Code Section 162(m)(3).

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

         1.12     "Disability" means a mental or physical disability as
                  determined by the Board 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 a Participant, as
                  determined by the Board, to substantially perform his or her
                  regular duties and responsibility due to a medically
                  determinable physical or mental illness which has lasted (or
                  can reasonably be expected to last) for a period of six
                  consecutive months. The Committee may require such medical or
                  other evidence as it deems necessary to judge the nature and
                  permanency of the Participant's condition. Notwithstanding
                  the above, with respect to an Incentive Stock Option,
                  Disability shall mean Permanent and Total Disability as
                  defined in Section 22(e)(3) of the Code.

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

         1.14     "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


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                  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.

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

         1.16     "Nonstatutory Stock Option" means an Option which is not an
                  Incentive Stock Option.

         1.17     "Normal Retirement" 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), or retirement at or
                  after age 62 regardless of years of service.

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

         1.19     "Option Period" means the period during which an Option may
                  be exercised.

         1.20     "Option Price" means the price per share at which an Option
                  may be exercised.

         1.21     "Option Shares" means the shares of Common Stock subject to
                  an Option as set forth in the applicable Agreement.

         1.22     "Participant" means a person who, as an employee, officer, or
                  director of the Company or any Subsidiary, has been granted
                  an Award under the Plan.

         1.23     "Plan" means the Union Planters Corporation Amended and
                  Restated 1992 Stock Incentive Plan, as amended from time to
                  time.

         1.24     "Qualified Performance-Based Award" means (i) an Option
                  having an exercise price equal to or greater than the Fair
                  Market Value of the underlying Common Stock as of the Date of
                  Grant, or (ii) a Restricted Stock award that is intended to
                  qualify for the Section 162(m) Exemption and is made subject
                  to performance goals based on Qualified Performance Criteria.

         1.25     "Qualified Performance Criteria" means one or more of the
                  performance criteria listed in Section 11.2 hereof upon which
                  performance goals for


                                       4


                  certain Qualified Performance-Based Awards may be established
                  by the Committee.

         1.26     "Reload Option" means an Option granted to a Participant upon
                  the surrender of shares of Common Stock in payment of the
                  Option Price upon the exercise of an Option or to satisfy any
                  tax withholding requirement incident to 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 3.4.4. Other terms of the
                  Reload Option shall be the same as contained in the Option
                  Agreement relating to the Option exercised.

         1.27     "Restricted Stock" means shares of Common Stock awarded
                  pursuant to the provisions of Section 7.

         1.28     "Section 162(m) Exemption" means the exemption from the
                  limitation on deductibility imposed by Section 162(m) of the
                  Code that is set forth in Section 162(m)(4)(C) of the Code or
                  any successor provision thereto.

         1.29     "Subsidiary" means any corporation, limited liability
                  company, partnership or other entity of which a majority of
                  the outstanding voting stock or voting power is beneficially
                  owned directly or indirectly by the Company. Notwithstanding
                  the above, with respect to an Incentive Stock Option,
                  Subsidiary shall have the meaning set forth in Section 424(f)
                  of the Code.

2.       PURPOSE. The purpose of the Plan is to provide a means to attract able
         persons to remain in or to enter the employ or directorship of the
         Company or a Subsidiary and to provide a means whereby the officers,
         employees and directors 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 or, at the discretion of the Board
         from time to time, the Plan may be administered by the Board. The
         Committee shall consist of two or more members of the Board. It is
         intended that the directors appointed to serve on the Committee shall
         be "nonemployee directors" (within the meaning of Rule l6b-3 under the
         Exchange Act) and "outside directors" (within the meaning of Section
         162(m) of the Code and the regulations thereunder) and that any such
         members of the Committee who do not so qualify shall abstain from
         participating in any decision to make or administer Awards that are
         made to Eligible Participants who at the time of consideration for
         such Award are, or who are anticipated to be become, either (i)
         Covered Employees or (ii) persons subject to the short-swing profit
         rules of Section 16 of the Exchange Act. However, the mere fact that a
         Committee member shall fail to qualify under either of the foregoing
         requirements shall not invalidate any award made by the Committee,
         which award is otherwise validly made 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.
         During any time that the Board is acting as administrator of


                                       5


         the Plan, it shall have all the powers of the Committee hereunder, and
         any reference herein to the Committee (other than in this Section 3)
         shall include the Board.

         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, 5, 6, and 7, to
                  determine in its sole discretion the Participants to whom
                  Options or Restricted Stock shall be granted or awarded under
                  the Plan, the number of shares which shall be subject to each
                  Award, 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;

         3.2      to grant Options to, and to award Restricted Stock to,
                  Participants 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      without limiting the foregoing, to provide in its sole
                  discretion, in an Agreement:

                  3.4.1    for an agreement by the Participant 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
                           Participant;

                  3.4.2    for restrictions on the transfer, sale, or other
                           disposition of Common Stock issued to the
                           Participant upon the exercise of an Option or for
                           other restrictions permitted by Section 7 with
                           respect to Restricted Stock:

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

                  3.4.4    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;
                           provided, however, that if shares of Common Stock
                           that were acquired otherwise than on the open market
                           are used to pay the Option Price, such shares must
                           have been held by the Participant as fully vested
                           shares for at least six months;


                                       6


                  3.4.5    for the automatic issuance of a Reload Option for
                           the same number of shares of Common Stock delivered
                           as payment (or partial payment) of the Option Price
                           as provided in Section 3.4.4 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 8. The number of shares
                           covered by a Reload Option shall not exceed (i) the
                           number of shares of Common Stock, if any,
                           surrendered as payment or (ii) the number of shares
                           remaining available for granting under the Plan,
                           whichever shall be less. No Reload Options shall
                           issue to a Participant who exercises any Option
                           pursuant to the terms of this Plan following
                           termination of his employment;

         3.5      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;

         3.6      to construe and interpret the Agreements and the Plan;

         3.7      to make all other determinations and take all other actions
                  necessary or advisable for the administration of the Plan;
                  and

         3.8      to adopt such modifications, procedures, and subplans as may
                  be necessary or desirable to comply with provisions of the
                  laws of non-U.S. jurisdictions in which the Company or any
                  Subsidiary may operate, in order to assure the viability of
                  the benefits of Awards granted to Participants located in
                  such other jurisdictions and to meet the objectives of the
                  Plan.

         Notwithstanding the foregoing, grants of Options and Restricted Stock
         to non-employee directors hereunder shall be made only in accordance
         with the terms, conditions and parameters of a separate plan or plans
         for the compensation of non-employee directors of the Company, and the
         Committee may not otherwise make discretionary Awards hereunder to
         non-employee directors.

         The Board or the Committee may expressly delegate to a special
         committee consisting of one or more directors who are also officers of
         the Company some or all of the Committee's authority under Sections
         3.1 through 3.4 above with respect to those eligible Participants who,
         at the time of grant are not, and are not anticipated to be become,
         either (i) Covered Employees or (ii) persons subject to the insider
         trading rules of Section 16 of the Exchange Act.

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


                                       7


4.       ELIGIBILITY. Participants in the Plan (other than directors) shall be
         selected by the Committee from among the employees and officers of the
         Company or its Subsidiaries. Directors shall be Participants in the
         Plan only in accordance with the terms, conditions and parameters of a
         separate plan or plans for the compensation of non-employee directors
         of the Company.

5.       STOCK SUBJECT TO THE PLAN. As of January 31, 2002, there were
         remaining available for Awards 4,382,926 shares of the 13,000,000
         shares of Common Stock authorized under the Plan. Effective upon the
         2002 amendment to the Plan, subject to the following paragraph and
         subject to adjustment as provided in Section 9, the aggregate number
         of shares of Common Stock reserved for Awards shall be 20,000,000 (an
         increase of 7,000,000 shares) of which not more than 20% may be
         granted as Awards of Restricted Stock (whether vesting by continued
         employment or other performance measures). To the extent that awards
         of Restricted Stock exceed 10% of the shares authorized under the
         Plan, such Awards in excess of 10% shall be subject to a minimum
         vesting period of three years, or one year if the vesting is based on
         performance criteria other than continued employment. Any Common Stock
         distributed pursuant to an Award may consist, in whole or in part, of
         authorized and unissued Common Stock, treasury stock or Common Stock
         purchased on the open market. To the extent that an Award is canceled,
         terminates, expires, is forfeited or lapses for any reason, any shares
         of Common Stock subject to the Award will again be available for the
         grant of an Award under the Plan.

         Notwithstanding any provision in the Plan to the contrary (but subject
         to adjustment as provided in Section 9), (i) the maximum number of
         shares of Common Stock with respect to one or more Options that may be
         granted during any one calendar year under the Plan to any one
         Participant shall be 1,500,000, and (ii) the maximum Fair Market Value
         (measured as of the Date of Grant) of any Awards of Restricted Stock
         that may be received by any one Participant (less any consideration
         paid by the Participant for such Award) during any one calendar year
         under the Plan shall be $8,000,000.

6.       OPTIONS.

         6.1      Evidence of Grant. 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. Incentive Stock Options may not be granted to a
                  non-employee director.

         6.2      Option Price. The Option Price shall be determined by the
                  Committee and specified in the Agreement, but the Option
                  Price shall not be less than the greater of 100% of the Fair
                  Market Value of the Common Stock determined as of the Date of
                  Grant or the par value of the Common Stock. Notwithstanding
                  the prior sentence, the Option Price of a Nonstatutory Stock
                  Option may be less than 100% of the Fair Market Value of the
                  Common Stock as of the Date of Grant if: (i) the Participant
                  has entered into an agreement with the Company, pursuant to
                  which the grant of the


                                       8


                  Option is in lieu of the payment of compensation; and (ii)
                  the amount of such compensation when added to the Option
                  Price equals at least 100% of the Fair Market Value as of the
                  Date of Grant of the shares subject to the Option.

         6.3      Option Period. 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.

         6.4      Vesting. The vesting schedule for an Option shall be
                  determined by the Committee and specifically set forth in the
                  Agreement. Notwithstanding the stated vesting schedule, (i)
                  in the event of a Change in Control of the Company all
                  Options granted under the Plan shall become fully vested, and
                  (ii) in the event, prior to a Change in Control, of the
                  death, Disability, or Normal Retirement of a Participant, or
                  a Participant's termination of employment by the Company
                  without Cause, all Options granted to such Participant shall
                  become fully vested.

         6.5      Exercise.

                  6.5.1    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. The Committee shall
                           determine the methods by which the exercise price of
                           an Option may be paid, the form of payment,
                           including, without limitation, cash, shares of
                           Common Stock, or other property (including "cashless
                           exercise" arrangements); provided, however, that if
                           shares of Common Stock that were acquired otherwise
                           than on the open market are used to pay the Option
                           Price, such shares must have been held by the
                           Participant as fully vested shares for at least six
                           months.

                  6.5.2    Upon the death of a Participant, any Option
                           exercisable on the date of death may be exercised by
                           the Participant'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 the remaining Option Period.
                           The provisions of this Section shall apply
                           notwithstanding the fact that the Participant's
                           employment may have terminated prior to death, but
                           only to the extent of any Options exercisable on the
                           date of death.

         6.6      Transferability.

                  6.6.1    Incentive Stock Options granted under the Plan shall
                           not be transferable otherwise than by will or the
                           laws of descent and


                                       9


                           distribution, and may be exercised during the
                           lifetime of the Participant only by the Participant.

                  6.6.2    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 or thereafter. In the event of the
                           assignment or transfer of a Nonstatutory 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 Participant.
                           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 shall
                           be exercisable during such individual's lifetime
                           only by such individual.

         6.7      Special Rules for Incentive Stock Options.

                  6.7.1    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.

                  6.7.2    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 Participant during any calendar year exceeds
                           $100,000, such Option shall be treated as a
                           Nonstatutory Stock Option.

                  6.7.3    Notwithstanding the designation of an Option in an
                           Agreement as an Incentive Stock Option, under
                           current federal tax laws and regulations the tax
                           treatment available pursuant to Section 422 of the
                           Code upon the exercise of an Incentive Stock Option
                           is not available to a Participant who exercises any
                           Incentive Stock Option more than (i) 12 months after
                           the date of termination of employment due to
                           Disability or (ii) three months after the date of
                           termination of employment for any reason other than
                           Disability or death.

         6.8      Option Deferrals. The Committee may permit the Participant to
                  defer the issue or transfer of Common Stock which would
                  otherwise be issued or transferred to such Participant 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.       RESTRICTED STOCK AWARDS.

         7.1      Terms of Restricted Stock Awards. Restricted Stock awards
                  under the Plan shall consist of shares of Common Stock
                  granted to a Participant 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


                                      10


                  containing provisions setting forth the terms and conditions
                  governing such awards. Each such Agreement for Restricted
                  Stock must contain the following:

                  7.1.1    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 Participant shall have
                           all the other rights of a shareholder including, but
                           not limited to, the right to receive dividends and
                           the right to vote such shares;

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

                  7.1.3    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);

                  7.1.4    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
                           a Participant; and

                  7.1.5    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 Participant or his legal
                           representative.

         7.2      Evidence of Restricted Stock. Restricted Stock granted under
                  the Plan may be evidenced in such manner as the Committee
                  shall determine, including, without limitation, registration
                  by book entry. If certificates representing shares of
                  Restricted Stock are registered in the name of the
                  Participant, certificates must bear an appropriate legend
                  referring to the terms, conditions, and restrictions
                  applicable to such Restricted Stock, such as the following:

                           " 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 Amended and Restated 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 with Union Planters Corporation."


                                      11


         7.3      Automatic Vesting in Certain Events. Notwithstanding any
                  other provision herein to the contrary, (i) in the event of a
                  Change in Control of the Company all awards of Restricted
                  Stock under the Plan shall become fully vested, and (ii) in
                  the event, prior to a Change in Control, of the death,
                  Disability, or Normal Retirement of a Participant, all awards
                  of Restricted Stock granted to such Participant shall become
                  fully vested.

         7.4      Restricted Stock Deferrals. The Committee may permit the
                  Participant to defer the receipt of Common Stock upon the
                  vesting of an award of Restricted Stock. 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.

8.       WITHHOLDING TAXES. With respect to any taxable event arising as a
         result of the Plan, the Company or any Subsidiary shall have the right
         to require the Participant to remit to the Company cash or Common
         Stock in an amount sufficient to satisfy any federal, state and/or
         local withholding tax requirements (including the Participant's FICA
         obligation) 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 on the date the withholding obligation is
         incurred. Subject to the foregoing restrictions, all Participants
         shall have the right under the Plan to elect to pay withholding taxes
         in cash, to have shares of Common Stock withheld (but not for more
         than the minimum withholding obligation), or to deliver previously
         owned shares to satisfy withholding tax requirements; provided,
         however, that if shares of Common Stock that were acquired otherwise
         than on the open market are used to satisfy withholding obligations in
         excess of the minimum withholding obligation, such shares must have
         been held by the Participant as fully vested shares for at least six
         months.

9.       CAPITAL ADJUSTMENTS. In the event of a corporate transaction involving
         the Company (including, without limitation, any stock dividend, stock
         split, extraordinary cash dividend, recapitalization, reorganization,
         merger, consolidation, split-up, spin-off, combination or exchange of
         shares), the authorization and other share limits under Section 5 of
         the Plan shall be adjusted proportionately, and the Committee may
         adjust Awards to preserve the benefits or potential benefits of the
         Awards. Action by the Committee may include: (i) adjustment of the
         number and kind of shares which may be delivered under the Plan; (ii)
         adjustment of the number and kind of shares subject to outstanding
         Awards; (iii) adjustment of the Option Price of outstanding Awards;
         and (iv) any other adjustments that the Committee determines to be
         equitable. In addition, the Committee may, in its sole discretion,
         provide (i) that Awards will be settled in cash rather than Common
         Stock, (ii) that Awards will become immediately vested and exercisable
         and will expire after a designated period of time to the extent not
         then exercised, (iii) that Awards will be assumed by another party to
         a transaction


                                      12


         or otherwise be equitably converted or substituted in connection with
         such transaction, (iv) that outstanding Awards may be settled by
         payment in cash or cash equivalents equal to the excess of the Fair
         Market Value of the underlying Common Stock, as of a specified date
         associated with the transaction, over the exercise price of the Award,
         or (v) any combination of the foregoing. The Committee's determination
         need not be uniform and may be different for different Participants
         whether or not such Participants are similarly situated. Any
         adjustment determined to be appropriate by the Committee pursuant to
         this Section 9 shall be conclusive and shall be binding upon the
         Participant. Without limiting the foregoing, in the event a stock
         dividend or stock split is declared upon the Common Stock, the
         authorization and other share limits under Section 5 shall be
         increased proportionately, and the shares of Common Stock then subject
         to each Award shall be increased proportionately without any change in
         the aggregate purchase price therefor.

10.      TERMINATION OF EMPLOYMENT. Whether military, government or other
         service or other leave of absence shall constitute a termination of
         employment shall be determined in each case by the Committee at its
         discretion, and any determination by the Committee shall be final and
         conclusive. A termination of employment shall not occur (i) in a
         circumstance in which a Participant transfers from the Company to one
         of its Subsidiaries, or transfers from one Subsidiary to another
         Subsidiary, or (ii) in the discretion of the Committee as specified at
         or prior to such occurrence, in the case of a spin-off, sale or
         disposition of the Participant's employer from the Company or any
         Subsidiary. To the extent that this provision causes Incentive Stock
         Options to extend beyond three months from the date a Participant is
         deemed to be an employee of the Company or a Subsidiary for purposes
         of Section 424(f) of the Code, the Options held by such Participant
         shall be deemed to be Nonstatutory Stock Options.

11.      QUALIFIED PERFORMANCE-BASED AWARDS.

         11.1     Options. The provisions of the Plan are intended to ensure
                  that all Options granted hereunder to any Covered Employee
                  qualify for the Section 162(m) Exemption, provided that the
                  Option Price therefor is greater than or equal to the Fair
                  Market Value of the Common Stock as of the Date of Grant.

         11.2     Restricted Stock; Qualified Performance Criteria. When
                  granting any Restricted Stock Award, the Committee may (but
                  need not) designate such Award as a Qualified
                  Performance-Based Award, based upon a determination that the
                  recipient is or may be a Covered Employee with respect to
                  such Award, and the Committee wishes such Award to qualify
                  for the Section 162(m) Exemption. If an Award is so
                  designated, the Committee shall establish performance goals
                  for such Award within the time period prescribed by Section
                  162(m) of the Code based on one or more of the following
                  Qualified Performance Criteria, which may be expressed in
                  terms of Company-wide objectives or in terms of objectives


                                      13


                  that relate to the performance of a Subsidiary or a division,
                  region, department or function within the Company or a
                  Subsidiary: (1) book value, (2) earnings per share, (3)
                  market capitalization, (4) net income, (5) price-earnings
                  ratio, (6) return on assets, (7) return on equity, (8) return
                  on revenue, (9) return on capital, (10) changes in working
                  capital, (11) EBITDA (earnings before interest, depreciation,
                  taxes and amortization), (12) EBIT (earnings before interest
                  and taxes), (13) cash flow, (14) net profit before tax, (15)
                  gross profit, (16) operating profit, or (17) shareholder
                  return.

         11.3     Establishment of Performance Goals. Each Qualified
                  Performance-Based Award (other than an Option) shall be
                  earned, vested and payable (as applicable) only upon the
                  achievement of performance goals established by the Committee
                  based upon one or more of the Qualified Performance Criteria,
                  together with the satisfaction of any other conditions, such
                  as continued employment, as the Committee may determine to be
                  appropriate; provided that (i) the Committee may provide,
                  either in connection with the grant thereof or by amendment
                  thereafter, that achievement of such performance goals will
                  be waived upon the Participant's death, Disability, Normal
                  Retirement or termination of employment without Cause, and
                  (ii) the provisions of Section 7.3 shall apply
                  notwithstanding this sentence.

         11.4     Certification of Performance. Any payment of a Qualified
                  Performance-Based Award granted with performance goals shall
                  be conditioned on the written certification of the Committee
                  in each case that the performance goals and any other
                  material conditions were satisfied. Except as specifically
                  provided in Section 11.3 above, no Qualified
                  Performance-Based Award may be amended, nor may the Committee
                  exercise any discretionary authority it may otherwise have
                  under the Plan with respect to a Qualified Performance-Based
                  Award under the Plan, in any manner to waive the achievement
                  of the applicable performance goal based on Qualified
                  Performance Criteria or to increase the amount payable
                  pursuant thereto or the value thereof, or otherwise in a
                  manner that would cause the Qualified Performance-Based Award
                  to cease to qualify for the Section 162(m) Exemption.

         11.5     Section 162(m) Award Limits. Section 5 above sets forth the
                  maximum number of Options and the maximum dollar value of
                  Restricted Stock Awards that may be granted under the Plan to
                  a Participant in any one-year.

12.      TERMINATION OR AMENDMENT. The Board or the Committee shall have the
         power to terminate the Plan and to amend it in any respect, provided,
         however, that if an amendment to the Plan would, in the reasonable
         opinion of the Board or the Committee, either (i) materially increase
         the benefits accruing to Participants, (ii)


                                      14


         materially increase the number of Shares issuable under the Plan, or
         (ii) materially modify the requirements for eligibility, then such
         amendment shall be subject to shareholder approval. 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.

13.      MODIFICATION AND SUBSTITUTION OF AWARDS. Subject to the terms and
         conditions and within the limitations of the Plan, the Committee may
         amend, modify or terminate any outstanding Award without approval of
         the Participant; provided, however, that (i) subject to the terms of
         the applicable Agreement, such amendment, modification or termination
         shall not, without the Participant's consent, reduce or diminish the
         value of such Award determined as if the Award had been exercised,
         vested, cashed in or otherwise settled on the date of such amendment
         or termination; (ii) the original term of any Option may not be
         extended without the prior approval of the shareholders of the
         Company; and (iii) except as otherwise provided in Section 9, the
         Option Prices of outstanding Options may not be reduced, directly or
         indirectly, without the prior approval of the shareholders of the
         Company. 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 annual share
         limit set forth in the last paragraph 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.

14.      EFFECTIVENESS AND TERM OF THE PLAN. Following adoption by the Board on
         February 20, 1992, the Plan first became effective on April 23, 1992,
         the date its was approved by the shareholders of the Company. The Plan
         was scheduled to expire on February 20, 2002. However, as of February
         19, 2002, the Board approved the Amended and Restated Plan in its
         current form, subject to approval of the shareholders at the 2002
         Annual Meeting. If so approved by the shareholders, the Amended and
         Restated Plan will be reinstated as of the date of the 2002 Annual
         Meeting and will expire on the tenth anniversary of such date, unless
         sooner terminated by the Board pursuant to Section 12 hereof. No
         Options or Restricted Stock may be granted between February 20, 2002
         and the date that the shareholders approve the Amendment and Restated
         Plan at the 2002 Annual Meeting of Stockholders. The termination of
         the Plan on any date shall not affect the validity of any Option or
         Restricted Stock outstanding on the date of termination.


                                      15


         Any subsequent Plan amendments which require shareholder approval
         pursuant to Section 13 are subject to approval by vote of the
         shareholders 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 shareholder 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 shareholder 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 shareholder approval.

15.      INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
         indemnification as they may have as members of the Board or 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.

16.      GENERAL PROVISIONS.

         16.1     No Non-Express Rights. The establishment of the Plan shall
                  not confer upon any Participant any legal or equitable right
                  against the Company or the Committee except as expressly
                  provided in the Plan.

         16.2     No Employment Rights. The Plan does not constitute inducement
                  or consideration for the employment of any Participant, nor
                  is it a contract between the Company and any Participant.
                  Participation in the Plan shall not give any employee or
                  officer any right to be retained in the employ of the Company
                  or any director the right to continue to serve as a director.
                  The Company retains the right to hire and discharge any
                  Participant at any time, with or without cause, as if the
                  Plan had never been adopted.

         16.3     No Alienation of Rights. The interests of any Participant
                  under the Plan are not subject to the claims of creditors and
                  may not in any way be assigned, alienated, or encumbered.

         16.4     Governing Law and Interpretation. 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


                                      16


                  are subject to Section 16 of the Exchange Act qualify as
                  exempt transactions under Exchange Act Rule 16b-3.

         16.5     Compliance. 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 Participant 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:
Board of Directors - February 20, 1992
Stockholders - April 23, 1992

AMENDMENT NO. 1 APPROVAL:
Board of Directors - October 17, 1996
Stockholders -April 17, 1997

AMENDMENT NO. 2 APPROVAL:
Board of Directors--February 18, 1999
Stockholders--April 15, 1999

AMENDMENT NO. 3 APPROVAL:
Board of Directors--July 15, 1999
Stockholders--Not required

AMENDMENT NO. 4 APPROVAL:
Board of Directors--February 19, 2002
Stockholders--[April 18, 2002]

All of the above amendments are included herein in this Amended and Restated
1992 Stock Incentive Plan.

                                      17