UNION PLANTERS CORPORATION

Principal Banking Subsidiary		—	Union Planters Bank, National Association, founded 1869
Headquarters		—	Memphis, Tennessee
Rank		—	Largest bank holding company headquartered in Tennessee
		—	Among the 30 largest U.S. bank holding companies
Market Capitalization		—	$5.6 billion at December 31, 2002
Number of Branches		—	762
Number of ATMs		—	965
Principal Banking Markets		—	AL, AR, FL, IA, IL, IN, KY, LA, MO, MS, TN and TX
Year-End
	Assets	—	$34.1 billion
	Loans	—	$22.8 billion
	Deposits	—	$23.3 billion
	Common Equity	—	$3.2 billion
	2002 Net Earnings	—	$529 million

CORPORATE PROFILE

Union Planters Corporation, Memphis, Tennessee, is the largest bank holding company headquartered in Tennessee and is among the 30 largest bank holding companies based in the United States, with $34.1 billion in total assets at December 31, 2002. Union Planters Bank, National Association, the principal banking subsidiary, was founded in 1869 and operates branches in 12 states: Alabama, Arkansas, Florida, Illinois, Indiana, Iowa, Kentucky, Louisiana, Mississippi, Missouri, Tennessee and Texas. Union Planters Bank offers a full range of commercial and consumer financial solutions through a network of 762 banking offices, 965 ATMs and the resources of specialized business units and subsidiaries. Trust services include investment management, personal trust services, employee benefit administration and proprietary mutual funds. Investment and insurance services include annuities, brokerage, life insurance, home and auto insurance, commercial property and casualty insurance, crop and hail insurance, environmental insurance and title insurance. Union Planters Mortgage provides a full range of mortgage products through Union Planters banking centers and a network of mortgage production offices. Capital Factors, Inc., based in Boca Raton, Florida, provides receivable-based commercial financing and related fee-based credit, collection and management information services. Capital Factors has regional offices in Atlanta, Georgia; Charlotte, North Carolina; Dallas, Texas; Los Angeles, California; and New York, New York. Strategic Outsourcing, Inc., based in Charlotte, North Carolina, provides professional employment services such as payroll administration, tax reporting, compliance, workers’ compensation, insurance and benefits management. Union Planters Corporation common stock is traded on the New York Stock Exchange under the symbol UPC and is included in the S&P 500 Index and the S&P 500 Banks Index. Union Planters is ranked in both the Fortune 500 and the Forbes 500.

INVESTOR INFORMATION

Annual Meeting
	Thursday, April 17, 2003, at 1 p.m. CDT Main Floor Union Planters Bank, National Association 6200 Poplar Avenue Memphis, TN 38119
Corporate Headquarters
	6200 Poplar Avenue Memphis, TN 38119
Corporate Mailing Address
	PO Box 387 Memphis, TN 38147
Financial Information
	Charles R. Boyce Senior Vice President (901) 580-5974 www.unionplanters.com/investor/ e-mail: suggest@upbna.com
Transfer Agent and Registrar
	American Stock Transfer & Trust Company 59 Maiden Lane, Plaza Level New York, NY 10038 Toll-free (800) 937-5449
Dividend Reinvestment and Stock Purchase Plan
	The Plan allows Union Planters shareholders to reinvest their dividends in Union Planters Common Stock. No brokerage commissions or service charges are paid by shareholders. The Plan also permits participants in the Plan to buy additional shares with optional cash payments and no brokerage commissions. Details are available by calling toll-free (877) 681-8086 or writing American Stock Transfer & Trust Company at the address shown.
Common Stock
	NYSE Symbol: UPC Wall Street Journal: UnPlantr
Series E Convertible Preferred Stock
	NASDAQ Symbol: UPCPO Wall Street Journal: UnPlantr pfE
Options
	Philadelphia Stock Exchange Pacific Stock Exchange
Indexes
	S&P 500 S&P 500 Banks NYSE Composite
Independent Accountants
	PricewaterhouseCoopers LLP Memphis, Tennessee
Dividend Paying Agent
	American Stock Transfer & Trust Company 59 Maiden Lane, Plaza Level New York, NY 10038 Toll-free (877) 681-8066
Form 10-K and 2003 Proxy
	Copies of Union Planters’ Annual Report on Form 10-K and 2003 Proxy as filed with the Securities and Exchange Commission are available on request by calling Investor Relations at (901) 580-5974 or at www.unionplanters.com/investor/.

Anticipated Record and Dividend Payable Dates*

First Quarter	May 1, 2003	May 15, 2003
Second Quarter	August 1, 2003	August 15, 2003
Third Quarter	November 3, 2003	November 17, 2003
Fourth Quarter	February 2, 2004	February 16, 2004

* Subject to action by Board of Directors

FINANCIAL HIGHLIGHTS

		Years Ended December 31,
								Percent
		2002			2001			Change
		(Dollars in thousands, except per share data)
Earnings
	Net earnings	$	528,987		$	443,550			19.3
Per common share
	Net earnings per diluted share	$	2.59		$	2.13			21.6
	Cash dividends declared		1.33			1.33			—
	Book value (1)		16.21			15.56			4.2
Key ratios
	Return on average assets		1.62	%		1.30	%
	Return on average common equity		16.55			14.34
	Net interest margin		4.43			4.20
	Net interest spread		3.96			3.53
Balance sheet and other data (1)
	Assets	$	34,144,363		$	33,197,604			2.9
	Earning assets		31,146,824			30,137,038			3.4
	Loans, net of unearned income		22,774,732			23,163,039			(1.7	)
	Allowance for losses on loans		350,931			341,930			2.6
	Deposits		23,330,440			23,430,502			(0.4	)
	Shareholders’ equity		3,226,282			3,223,741			0.1
	Common shares outstanding (in thousands)		198,434			206,113			(3.7	)
	Market capitalization		5,583,944			6,201,263			(10.0	)
	Number of banking locations		762			764			(0.3	)
	Number of full-time equivalent employees		10,836			11,797			(8.2	)
Capital ratios (1)
	Shareholders’ equity to total assets		9.45	%		9.71	%
	Leverage ratio		7.47			7.56
	Tier 1 capital to risk-weighted assets		9.40			9.75
	Total capital to risk-weighted assets		13.89			14.47
Credit quality ratios
	Allowance for losses on loans/loans (1)		1.56	%		1.48	%
	Nonperforming loans/loans (1)		1.17			1.02
	Allowance for losses on loans/nonperforming loans (1)		133			145
	Nonperforming assets/loans and foreclosed properties (1)		1.51			1.31
	Provision for losses on loans/average loans		0.86			0.55
	Net charge-offs/average loans		0.82			0.53
Common stock — UPC (NYSE)
	High	$	33.63		$	31.29
	Low		23.65			23.13
	Close (1)		28.14			30.09

(1) At year-end.

All share and per share amounts throughout this document have been adjusted to reflect the three-for-two stock split completed in the second quarter of 2002.

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“We have a relationship-based approach because we recognize that people make a difference in retaining and deepening customer relationships. Our associates have transformed Union Planters into a vibrant, customer-focused financial services company with significant performance momentum.”

Jackson W. Moore, Chairman, President and Chief Executive Officer

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“This summary annual report reviews important aspects of our record financial performance for the year. As we said in last year’s summary annual report, ‘Union Planters has deliberately focused on making the main thing the main thing...’ and that is to deliver consistent, quality earnings growth to our shareholders. We have made remarkable progress toward that goal.”

Jackson W. Moore

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TO OUR SHAREHOLDERS

On behalf of our directors and associates, it is with great pleasure that I report the highest earnings in the history of Union Planters Corporation. Net earnings last year were $529.0 million, or $2.59 per diluted share. This represents an increase of nearly 22 percent in earnings per diluted share compared to 2001. The culmination of two years of planning and implementation produced extraordinary results. We completed our ninth consecutive quarter of record earnings and achieved our key strategic goals for last year. This performance momentum places us in an excellent position to take advantage of opportunities this year. Additional highlights from last year include:

• Achieving a return on average common equity of 16.55 percent and a return on average tangible equity of 23.22 percent.

• Producing a return on average assets of 1.62 percent.

• Reaching our efficiency ratio goal.

• Implementing standard business models for relationship and sales management.

• Increasing the breadth of our products and the effectiveness of delivery channels.

• Completing installation of critical systems that improve customer service and efficiency.

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We could not have reached our performance goals last year without the dedication of our 11,000 associates and the guidance of our directors. We raised the bar throughout the Company in our commitment to continuous improvement. Key to our success was completion of our UPExcel^TM project, a focused, company-wide effort to improve efficiency, enhance customer service and accelerate revenue growth. Union Planters implemented hundreds of recommendations from associates. The benefits were visible by the fourth quarter of 2001 and had a significant impact on results last year. These improvements fundamentally changed the way we do business. The process has now been ingrained into our culture, and we will see the positive results for years to come.

We achieved these outstanding financial results last year under challenging economic conditions and amid turbulence in the world financial markets. Interest rates decreased sharply throughout the year to the lowest levels in decades due to a soft economy. The stock market was also very volatile during 2002 due to the weak economy and high profile accounting scandals. This volatility is evidenced by the S&P 500 Index reaching post-September 11 lows. Bank stocks fared much better than the broad market. While the S&P 500 Index showed a total return of negative 22 percent, bank stocks were relatively stable. Union Planters common stock performed consistent with the S&P 500 Banks Index during 2002.

When evaluated over the last two years — the span during which our strategic repositioning initiatives were developed and implemented — the Company’s common stock yielded an annualized total return of 13.7 percent and significantly outperformed the annualized return of both the S&P 500 Banks Index and the S&P 500 Index, which had negative total returns of 0.5 percent and 17.1 percent, respectively. Our common stock dividend yield of 4.7 percent at December 31, 2002 was one of the highest among large commercial banks in the United States and reflected a payout of 51 percent of our annual net earnings.

The prolonged soft economy created weak commercial loan demand and adversely impacted borrowers last year. Credit quality deteriorated, resulting in higher net charge-offs and the related provision for losses on loans last year compared to 2001. We are comfortable with year-end reserve levels and believe we have provided for all inherent loan losses. We recognize that we still have a lot of work to do to reduce nonperforming assets to a level we are proud of; however, we are beginning to show progress. Nonperforming assets, which rose during the first three quarters, declined 10 percent in the fourth quarter of last year. This was the first quarterly decline since the economy started to soften in mid-year 2000. We expect nonperforming assets to continue showing improvement as the economy recovers.

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Net interest income and the related net interest margin increased last year compared to the prior year on a smaller but more efficient balance sheet. The higher margin resulted from a better mix of earning assets, better loan and deposit pricing and lower levels of interest bearing deposits and borrowings. Commercial loan demand was weak last year consistent with lower levels of economic activity, while consumer loan activity was strong. Home equity lines of credit increased 64 percent during the year compared to the prior year-end, and we also originated nearly $12 billion in secondary market mortgage loans during the year. This resulted in higher loans held for resale and a double-digit increase in mortgage banking revenue but also added higher costs. Borrower refinancing of residential real estate loans, loan sales and deliberate reductions in low return portfolios contributed to a slight decrease in net loans for the year. Core deposits grew last year, driven by an increase in average checking deposits in excess of 8 percent. This growth largely offset the impact of reductions in higher rate deposits and resulted in an improved deposit mix.

Noninterest income is an important component of our revenue growth strategy and contributed significantly to record earnings last year. In addition to a double-digit increase in mortgage banking revenue, other sources of noninterest income had solid growth last year. Some of the large components were bankcard fees, service charges on deposit accounts and net revenues from Strategic Outsourcing, Inc., our professional employment organization subsidiary.

One of the largest drivers of our higher earnings last year was a reduction in non-interest expense in excess of 10 percent. This reduction was a result of expense control initiatives and reduced goodwill amortization expense due to changes in accounting principles. We consolidated several operational functions to enhance customer service, increase efficiency and improve controls. We also reduced the cost of communications, facilities and other support services. The impact of streamlining our branch delivery system and creating more efficient support functions over the past two years is visible in approximately a 30 percent increase in revenue per branch and a 37 percent increase in core deposits per branch.

We continued to maintain strong capital levels last year consistent with a targeted leverage capital ratio of 7.5 percent. Through December 31, 2002, we had repurchased nine million shares of common stock under our stock repurchase plan. Total shareholders’ equity at December 31, 2002 was $3.2 billion.

Union Planters further enhanced overall corporate governance last year. The Board of Directors established the Compensation/Nominations/Corporate Governance Committee to formalize oversight of all corporate governance activities. This committee is comprised solely of independent directors. We were recently ranked third among

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large U.S. banks in overall corporate governance in a study published in Bank Director magazine. We also added an enterprise risk manager to our executive management team and engaged a separate public accounting firm to support our internal audit function. We have a strong board and a highly experienced and competent team of executive officers. They are supported by a professional team of well-trained associates, strong systems and effective controls.

Union Planters has a deep commitment to supporting local communities. We focus our resources in six core areas: education, the arts, civic support, health, human services and community activities. More than 1,000 groups and organizations in our markets receive support through the Union Planters Community Foundation. Last year, we helped families to purchase their own homes through the Habitat for Humanity organization; funded a new arts center for downtown redevelopment in Paducah, Kentucky; and supported cancer research at a Baton Rouge, Louisiana foundation. Our largest recipients are the United Way organizations in the markets we serve, since they have the best local assessment of the needs in each community.

Our associates do an outstanding job of supporting Union Planters’ commitment to community involvement. In Jackson, Tennessee, we have a loan officer who works tirelessly with the Boys & Girls Club and was honored last year by being named an Outstanding Board Member for the Club. In Columbia, Missouri, there is an assistant branch manager who organized a food drive for the Alpha Phi Alpha fraternity to benefit needy families in Columbia. The food drive provided three meals a day for 15 families for an entire week.

Union Planters’ future is bright. We have completed our strategic repositioning initiatives, including our 18-month UPExcel^TM project, and have an efficient business model that serves as a platform for future growth. We have the capacity to grow revenue in strong markets with an effective distribution network of nearly 800 branches in 12 states. We are focused on local market execution of our revenue growth strategies and also on improving overall asset quality. On behalf of everyone in the Union Planters family, I thank you for your continued support. We remain focused on consistent quality earnings growth for the benefit of you, our shareholders, as we take our company from good to great.

Jackson W. Moore

Chairman, President and Chief Executive Officer

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TECHNOLOGY IS THE PLATFORM FOR OUR EFFICIENT BUSINESS MODEL

We made significant investments in technology in 2002 to ensure customer satisfaction and create a climate for the success of our associates.

Customers receive high quality service and information about new products and services through new systems installed in our UPDirect® call center. This new technology allows call agents quicker access to customer information and the ability to cross-sell appropriate products when making sales calls. Real-time customer satisfaction surveys and a new monitoring process ensure the quality of customer service.

New consumer and business loan origination systems allow customers to receive loan approvals more quickly. Sales associates can now spend more time on managing customer relationships. These systems also ensure consistency in credit scoring, underwriting and product pricing, which allows the credit center to operate more efficiently.

The new automated dialing system in our collections area prioritizes and dials collection calls, allowing our associates to make more calls and collect more loan payments in less time than before. These efficiencies help control both credit and operating costs.

We also implemented financial management software that streamlines procurement, accounts payable and fixed asset activities. The related accounting entries are processed electronically, which conserves natural resources, reduces operating expenses and improves financial controls.

Investing in people and technology helps create the greatest value for our customers and our shareholders. This blend of talent and technology is the essence of our winning team.

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“Investing in people and technology helps create the greatest value for our customers and our shareholders. This blend of talent and technology is the essence of our winning team.”

Bobby L. Doxey

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ASSOCIATES ARE THE POWER BEHIND OUR EFFICIENT BUSINESS MODEL

Our associates generated and implemented hundreds of recommendations to improve productivity and processes by realigning distribution channels, improving customer service and streamlining functions for greater efficiency. They embraced new sales tools, sales training and delivery approaches to accelerate revenue growth. These initiatives enabled Union Planters to undergo a tremendous amount of productive change in only 18 months. We responded to the changing needs of our customers and the changing conditions in our industry and the economy. People and companies must reinvent themselves or face the great risk of becoming obsolete.

These are some of the tools and training we provided to our associates in 2002 to help them respond to the changing needs of our customers:

• The Senior Leadership Development Program is a four-day course during which senior leaders learn to understand themselves and to improve their effectiveness as leaders and team members. They learn to motivate and to reward associates for performance excellence using the appropriate leadership style in various situations.

• Union Planters University consists of colleges specialized in developing our associates for excellence in sales, customer service and support functions. Programs are tailored for the customer segment served, and the course work is part of our unified sales and service model.

• UP³ is a Web-based learning management system that helps associates manage their training needs and career development plans. We believe that the development of our associates ensures the success of our winning team.

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Local market execution is facilitated by the coordination and integration of sales efforts across retail, mortgage, commercial and wealth management product lines.

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LOCAL MARKET EXECUTION WILL DRIVE REVENUE GROWTH

Union Planters has a network of 762 branches and 965 automated teller machines in markets with significant growth opportunity spanning 12 states. We offer a full range of consumer and commercial financial solutions. Success in growing revenue depends on effective sales execution at the local market level. Our local market execution is facilitated by the coordination and integration of sales efforts across retail, mortgage, commercial and wealth management product lines. Our regional presidents own their markets and are responsible for sales and service in all customer segments. We follow standard business models in each market and give regional presidents the necessary product management and targeted marketing support.

We have given our leaders and their salespeople the tools and the training they need to be successful. Sales associates, sales managers and regional sales executives attend comprehensive training programs. We have a relationship-based approach because associates are the link in retaining and deepening customer relationships. We have instilled accountability into our culture by linking compensation to sales results, ranking performance of salespeople and sales managers, and reinforcing effective disciplines through daily and weekly meetings.

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RETAIL BANKING PRODUCTS

“Our retail banking associates offer customers more choices in how they bank by providing individual financial solutions.”

John V. White, Jr.

Union Planters is focused on becoming the premier retailer of financial services in the markets we serve. Our retail banking associates offer customers more choices in how they bank by providing individual financial solutions. Establishing the vision is straightforward. Making it happen in a way that is visible to customers is the challenge.

We continued to improve our banking basics. We established a uniform product line in all of our markets and introduced several new deposit, insurance and investment products in 2002. Union Planters offers simplicity and convenience to customers by giving them access to all financial services and a variety of ways to conduct business.

Customers can access their accounts at any time, day or night, through our automated customer service capability, Internet banking and 965 automated teller machines. Our UPDirect® customer contact center provides toll-free access to accounts and additional products and services. Our call center agents handle many routine requests that previously were directed to sales associates who now have more time for selling and servicing.

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COMMERCIAL BANKING PRODUCTS

Our regional presidents and their senior sales managers are responsible for commercial banking activities in each of the communities we serve. They are supported by a team of corporate relationship managers, business bankers and branch sales managers. These associates work directly with business owners and corporate customers, offering a wide range of products and expertise. Whether our customer needs capital to support funding and expansion, cash management to improve treasury operations, or insurance and professional employment organization services to reduce enterprise risk, Union Planters has the solution.

Union Planters is consistently ranked among the top 10 small business-friendly lenders in the country. Small business owners know they can rely on us to provide the products they need to manage their businesses. We also focus on opportunities with middle market companies that have annual sales between $10 million and $100 million. We have found that companies in this group typically are looking for financial relationships with partners who can provide counsel and strategic alternatives. For example, Union Planters gives foreign market access to domestic companies by financing product imports and exports. Through our Capital Factors, Inc. subsidiary, we provide funding and one of the oldest forms of outsourcing, accounts receivable management, to high-growth companies.

Our refined structure, combined with standard models for sales management and credit, has streamlined relationship management and enhanced our ability to meet the needs of business customers. Our relationship managers get to know their customer and the business to provide targeted solutions for today’s objectives as well as for future growth. We are well poised to respond to commercial banking opportunities throughout our markets.

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Union Planters combines the strength of traditional mortgage banking and nonconforming portfolio lending through multiple channels.

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MORTGAGE BANKING PRODUCTS

Union Planters originated a record $12 billion in mortgage loans in the low interest rate environment that prevailed throughout 2002. Our capabilities combine the strength of traditional mortgage banking and nonconforming portfolio lending in the origination of loans through multiple channels that include wholesale, correspondent and retail production offices in 20 states. We are dedicated to providing current and prospective homeowners a wide variety of mortgage financing options with superior customer service.

Union Planters also offers affordable housing loans and is active in initiatives with government and community organizations. An example is our partnership with 50 not-for-profit organizations in the Affordable Housing Program of the Federal Home Loan Bank of Cincinnati. Since 1990, Union Planters has supported approximately 100 affordable housing and community revitalization developments in five states. In July 2002, Union Planters entered into a multicultural partnership agreement with Fannie Mae to generate $2 billion in mortgage loans for low-to-moderate income and minority borrowers. Union Planters has already exceeded 50 percent of this two-year goal.

In March 2002, we completed the consolidation of our mortgage servicing operations, which resulted in improved customer service and increased efficiency. Union Planters was the 29th largest mortgage servicer in the United States at the end of the third quarter.

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Union Planters has unified regional distribution capability for all investment, insurance and trust services.

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FINANCIAL SERVICES: INVESTMENT SERVICES, INSURANCE AND TRUST PRODUCTS

Union Planters continued to expand investment services, insurance and trust offerings in 2002. We have unified regional distribution capability for all investment, insurance and trust services. Union Planters provides both personal and business clients complete consultation and service at each stage of the client’s financial life cycle.

We introduced additional investment services products during 2002 to prepare for a resumption of growth in brokerage activity as market conditions improve. Union Planters continues to be a leader in annuity sales. Insurance sales expanded both geographically and through new product lines. We increased penetration of life insurance through our retail banking offices and entered five additional states to broaden our markets for title insurance sales.

Union Planters completed a company-wide standardization of trust operating functions and reorganized institutional trust services to focus on three primary product areas: retirement services, capital markets and custody.

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SELECTED FINANCIAL DATA

						Years Ended December 31,
			2002			2001			2000			1999			1998
						(Dollars in thousands, except per share data)
Income statement data
	Net interest income		$	1,289,445		$	1,275,973		$	1,231,116		$	1,256,531		$	1,207,233
	Provision for losses on loans			(197,901	)		(131,963	)		(77,062	)		(74,045	)		(204,056	)
	Investment securities gains (losses)			23,027			9,582			381			2,128			(9,074	)
	Other noninterest income			763,427			760,089			559,021			510,582			577,833
	Noninterest expense			(1,111,087	)		(1,238,262	)		(1,102,840	)		(1,076,364	)		(1,200,014	)
	Earnings before income taxes			766,911			675,419			610,616			618,832			371,922
	Income taxes			(237,924	)		(231,869	)		(201,306	)		(208,834	)		(146,316	)
	Net earnings		$	528,987		$	443,550		$	409,310		$	409,998		$	225,606
Per common share data
	Net earnings
		Basic	$	2.61		$	2.15		$	2.01		$	1.92		$	1.07
		Diluted		2.59			2.13			2.00			1.90			1.05
	Cash dividends			1.33			1.33			1.33			1.33			1.33
	Book value			16.21			15.56			14.35			13.27			13.91
Balance sheet data (at year-end)
	Total assets		$	34,144,363		$	33,197,604		$	34,720,718		$	33,280,353		$	31,691,953
	Loans, net of unearned income			22,774,732			23,163,039			23,957,494			21,446,400			19,576,826
	Allowance for losses on loans			350,931			341,930			335,452			342,300			321,476
	Investment securities			5,467,283			4,780,629			6,843,670			7,472,455			8,301,703
	Total deposits			23,330,440			23,430,502			23,113,383			23,372,116			24,896,455
	Short-term borrowings			3,637,610			3,076,679			6,086,896			5,422,504			1,648,039
	Long-term debt
		Parent Company		890,017			878,626			379,303			379,656			378,249
		Subsidiary banks		1,897,756			1,858,073			1,559,668			738,114			1,060,483
	Total shareholders’ equity			3,226,282			3,223,741			2,920,054			2,776,109			2,984,078
Balance sheet data (for the year ended)
	Average assets			32,617,526			34,209,871			33,882,405			32,902,370			30,744,326
	Average shareholders’ equity			3,203,027			3,100,945			2,807,672			2,980,664			2,931,703
	Average shares outstanding (in thousands)
		Basic		201,927			205,443			202,756			212,781			208,551
		Diluted		204,609			208,043			204,983			215,975			214,040
Profitability and capital ratios
	Return on average assets			1.62	%		1.30	%		1.21	%		1.25	%		.73	%
	Return on average common equity			16.55			14.34			14.63			13.80			7.71
	Net interest margin			4.43			4.20			4.11			4.36			4.40
	Net interest spread			3.96			3.53			3.41			3.69			3.60
	Loans/deposits (year-end)			97.62			98.86			103.65			91.76			78.63
	Common and preferred dividend payout ratio			51.05			61.92			66.62			69.93			113.67
	Shareholders’ equity/total assets (year-end)			9.45			9.71			8.41			8.34			9.42
	Average shareholders’ equity/average total assets			9.82			9.06			8.29			9.06			9.54
	Leverage ratio			7.47			7.56			6.53			6.65			8.86
	Tier 1 capital/risk-weighted assets			9.40			9.75			8.63			9.50			13.34
	Total capital/risk-weighted assets			13.89			14.47			11.47			12.69			16.78
Credit quality ratios (1)
	Allowance for losses on loans/year-end loans			1.56	%		1.48	%		1.42	%		1.64	%		1.71	%
	Nonperforming loans/total loans			1.17			1.02			.57			.62			.83
	Allowance for losses on loans/nonperforming loans			133			145			249			264			206
	Nonperforming assets/loans and foreclosed properties			1.51			1.31			.75			.80			.97
	Provision for losses on loans/average loans			.86			.55			.34			.36			1.04
	Net charge-offs/average loans			.82			.53			.36			.47			.95

For additional information, please refer to Union Planters Corporation’s 2002 audited financial statements included in the 2003 Proxy Statement.

(1) Exclusive of FHA/VA loans, which represent minimal credit risk to Union Planters, and loans held for resale.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

The discussion in this summary annual report contains certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements may address issues that involve significant risks and uncertainties. Although management believes that the expectations reflected in this discussion are reasonable, actual results may be materially different. Please refer to Appendix F in the Union Planters 2003 Proxy for a more thorough description of the types of risks and uncertainties that may affect management’s forward-looking statements.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Union Planters Corporation:

We have audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of Union Planters Corporation and its subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of earnings, of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2002 (not presented herein); and in our report dated January 16, 2003, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated financial statements, when read in conjunction with the consolidated financial statements from which it has been derived, is fairly stated, in all material respects, in relation thereto.

As discussed in the notes to the consolidated financial statements, effective January 1, 2002, Union Planters adopted new accounting standards for goodwill and other intangibles.

PricewaterhouseCoopers LLP
Memphis, Tennessee
January 16, 2003

23

CONSOLIDATED BALANCE SHEET

					December 31,
					2002			2001
					(Dollars in thousands, except per share data)
Assets
	Cash and due from banks				$	1,008,078		$	953,846
	Interest-bearing deposits at financial institutions					116,208			54,351
	Federal funds sold and securities purchased under agreements to resell					122,069			13,067
	Trading account assets					266,322			263,315
	Loans held for resale					2,400,210			1,862,637
	Available for sale securities					5,467,283			4,780,629
	Loans
		Commercial, financial and agricultural				5,216,820			5,145,917
		Foreign				217,570			397,737
		Accounts receivable – factoring				666,731			640,312
		Real estate – construction				2,261,893			2,190,854
		Real estate – mortgage
			Secured by 1-4 family residential			4,240,731			5,166,097
			FHA/VA government-insured/guaranteed			231,895			133,751
			Nonfarm, nonresidential properties			5,027,161			4,821,293
			Multi-family (5 or more) residential			843,631			846,259
			Secured by farmland			489,584			462,676
		Home equity				1,538,088			935,841
		Consumer				1,989,835			2,338,560
		Direct lease financing				73,768			104,705
			Total loans			22,797,707			23,184,002
			Less: Unearned income			(22,975	)		(20,963	)
				Allowance for losses on loans		(350,931	)		(341,930	)
			Net loans			22,423,801			22,821,109
	Premises and equipment, net					540,183			556,686
	Accrued interest receivable					207,869			245,847
	Mortgage servicing rights, net					264,295			150,303
	Goodwill, net					803,185			780,612
	Other intangibles, net					128,756			146,695
	Other assets					396,104			568,507
			Total assets		$	34,144,363		$	33,197,604
Liabilities and shareholders’ equity
	Deposits
		Noninterest-bearing			$	5,035,464		$	4,509,944
		Certificates of deposit of $100,000 and over				1,578,996			1,602,117
		Other interest-bearing				16,715,980			17,318,441
			Total deposits			23,330,440			23,430,502
	Short-term borrowings					3,637,610			3,076,679
	Short- and medium-term senior notes					600,045			–
	Federal Home Loan Bank advances					960,029			1,461,190
	Other long-term debt					1,227,699			1,275,509
	Accrued interest, expenses and taxes					260,275			282,211
	Other liabilities					901,983			447,772
			Total liabilities			30,918,081			29,973,863
	Commitments and contingent liabilities					–			–
	Shareholders’ equity
		Convertible preferred stock				10,194			16,101
		Common stock, $5 par value; 300,000,000 shares authorized; 198,434,384 issued and outstanding (206,113,331 at December 31, 2001)				992,172			1,030,567
	Additional paid-in capital					537,417			535,378
	Retained earnings					1,639,465			1,600,153
	Unearned compensation					(20,118	)		(13,022	)
	Accumulated other comprehensive income					67,152			54,564
			Total shareholders’ equity			3,226,282			3,223,741
			Total liabilities and shareholders’ equity		$	34,144,363		$	33,197,604

For additional information, please refer to Union Planters Corporation’s 2002 audited financial statements included in the 2003 Proxy Statement.

24

CONSOLIDATED STATEMENT OF EARNINGS

				Years Ended December 31,
				2002		2001		2000
				(Dollars in thousands, except per share data)
Interest income
	Interest and fees on loans			$	1,527,577	$	1,937,215	$	2,025,117
	Interest on investment securities
			Taxable		230,355		281,741		387,505
			Tax-exempt		42,167		59,307		64,897
	Interest on deposits at financial institutions				2,421		2,047		2,170
	Interest on federal funds sold and securities purchased under agreements to resell				1,437		2,213		5,072
	Interest on trading account assets				9,562		15,836		16,806
	Interest on loans held for resale				89,609		75,733		26,087
			Total interest income		1,903,128		2,374,092		2,527,654
Interest expense
	Interest on deposits				428,656		757,354		835,109
	Interest on short-term borrowings				36,252		176,649		366,753
	Interest on long-term debt				148,775		164,116		94,676
			Total interest expense		613,683		1,098,119		1,296,538
			Net interest income		1,289,445		1,275,973		1,231,116
Provision for losses on loans					197,901		131,963		77,062
			Net interest income after provision for losses on loans		1,091,544		1,144,010		1,154,054
Noninterest income
	Service charges on deposit accounts				232,229		218,341		182,035
	Mortgage banking revenue				243,391		183,909		117,925
	Merchant services income				11,996		65,518		37,047
	Factoring commissions and fees				41,533		38,061		38,275
	Professional employment organization, net revenues				28,305		21,916		13,755
	Bankcard transaction fees				38,826		30,774		28,616
	Trust service income				28,082		27,961		26,395
	Investment and insurance services				54,877		50,891		47,744
	Investment securities gains				23,027		9,582		381
	Other income				84,188		122,718		67,229
			Total noninterest income		786,454		769,671		559,402
Noninterest expense
	Salaries and employee benefits				536,799		537,060		508,439
	Net occupancy expense				102,005		104,414		93,054
	Equipment expense				84,192		89,371		84,668
	Goodwill amortization				5,464		48,440		46,290
	Other intangibles amortization				16,391		17,156		17,811
	Other expense				366,236		441,821		352,578
			Total noninterest expense		1,111,087		1,238,262		1,102,840
			Earnings before income taxes		766,911		675,419		610,616
Income taxes					237,924		231,869		201,306
			Net earnings	$	528,987	$	443,550	$	409,310
			Net earnings applicable to common shares	$	528,011	$	442,162	$	407,703
Earnings per common share
	Basic			$	2.61	$	2.15	$	2.01
	Diluted				2.59		2.13		2.00
Dividends per common share					1.33		1.33		1.33
Average common shares outstanding (in thousands)
		Basic			201,927		205,543		202,756
		Diluted			204,609		208,043		204,983

For additional information, please refer to Union Planters Corporation’s 2002 audited financial statements included in the 2003 Proxy Statement.

25

                          EXECUTIVE MANAGEMENT COMMITTEE

Jackson W. Moore	Lou Ann Poynter
Chairman, President	Senior Executive Vice President
and Chief Executive Officer	Mortgage Banking
Bobby L. Doxey	Michael B. Russell
Senior Executive Vice President	Senior Executive Vice President
and Chief Financial Officer	Manager of Credit Policy
Adolfo Henriques	Steven J. Schenck
Southern Banking Group Chief Executive	Midwest Banking Group Chief Executive
and Head of Commercial Banking	and Head of Credit Improvement
Alan W. Kennebeck	John V. White, Jr.
Senior Executive Vice President	Central Banking Group Chief Executive
Director of Financial Services	and Head of Retail Banking and Financial Services

26

                          BOARD OF DIRECTORS

Albert M. Austin	Lou Ann Poynter
Chairman	Senior Executive Vice President
Cannon, Austin & Cannon, Inc.	Union Planters Corporation and
	Union Planters Bank, National Association
Samuel W. Bartholomew, Jr.
Chairman and Chief Executive Officer	John R. Roberts
Stokes Bartholomew Evans & Petree, P.A.	Managing Parner (retired)
	Mid-South Region
George W. Bryan	Arthur Andersen LLP
Chief Executive Officer
Old Waverly Investments, LLC	Michael S. Starnes
	President
James E. Harwood	M.S. Carriers, Inc., a subsidiary of
President	Swift Transportation Corporation
Sterling Equities, Inc.
	Richard A. Trippeer, Jr.
Parnell S. Lewis, Jr.	President (retired)
Chief Executive Officer (retired)	R.A. Trippeer, Inc.
River Investments, LLC
	Robert R. Waller, M.D.
Jackson W. Moore	President Emeritus (retired)
Chairman, President	Mayo Clinic
and Chief Executive Officer
Union Planters Corporation and	Spence L. Wilson
Union Planters Bank, National Association	President
	Kemmons Wilson, Inc.
Jorge M. Perez
President
The Related Group of Florida

Please refer to Union Planters 2003 Proxy for a more thorough description.
© 2003 Union Planters Corporation