UPC

AMENDED AND RESTATED CHARTER
OF UNION PLANTERS CORPORATION


Pursuant to the Tennessee Business Corporation Act (the "Act") and
Chapters 12- 27 of Title 48 of the Tennessee Code, UNION PLANTERS CORPORATION, a
corporation organized and existing under the Act, does hereby certify:

FIRST: The name of the corporation is Union Planters Corporation (the
"Corporation").

SECOND: The Amended and Restated Charter of the Corporation in the
form attached hereto as EXHIBIT A was duly adopted in
accordance with Sections 48-16-102 and 48-20-107 of the Act by
the board of directors of the Corporation on December 17, 1998.
No shareholder action was required or taken.

THIRD: The text of the amended portion of the Restated Charter is the
text set forth under the heading Series F Preferred Stock in
ARTICLE SIXTH of the attached Amended and Restated Charter.

FOURTH: The Amended and Restated Charter of the Corporation so adopted
reads in full as set forth in EXHIBIT A attached hereto and
is hereby incorporated herein by this reference.


<PAGE> 50


IN WITNESS WHEREOF, Union Planters Corporation has caused this Amended
and Restated Charter to be signed by the undersigned officer of Union Planters
Corporation on its behalf this 18th day of January, 1999.

UNION PLANTERS CORPORATION


By: /s/ E. JAMES HOUSE, JR.

Name: E. James House, Jr.

Title: Secretary


<PAGE> 51

AMENDED AND RESTATED CHARTER

OF

UNION PLANTERS CORPORATION

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


FIRST: CORPORATE NAME:

The name of the Corporation is:

* * * UNION PLANTERS CORPORATION * * *

(hereinafter sometimes referred to as the "Corporation").

SECOND: DURATION:

The duration of the Corporation is perpetual.

THIRD: PRINCIPAL OFFICE:

The address of the principal office of the Corporation in the State of Tennessee
shall be 7130 Goodlett Farms Parkway, in the City of Cordova, County of Shelby.
The registered agent is E. James House, Jr., 7130 Goodlett Farms Parkway,
Cordova, Shelby County, Tennessee 38018.

FOURTH: TYPE OF CORPORATION:

The corporation is for profit.

FIFTH: CORPORATE PURPOSES:

Subject to any limitations which may be imposed upon its activities by
applicable law, the Corporation is formed to engage in any lawful act or
activity for which corporations may be organized under the Tennessee Business
Corporation Act. Specifically, but not by way of limitation, the Corporation is
formed for the following purposes:

(a) To acquire by purchase; by subscription; by exchange; in exchange
for its Common Stock, Preferred Stock, bonds, debentures or other
obligations; or to acquire in any other manner; or to organize DE NOVO;
and to take, receive, hold, own, sell, assign, transfer, exchange,
pledge, hypothecate, dispose of or otherwise deal with any interest in
any business whether or not represented by shares of stock, shares,
bonds, debentures, notes, participation certificates, warrants, rights,
options, and without limitation any securities or instruments
evidencing rights or options to receive, purchase or subscribe for any
interest in any business (wherever located or organized) or any
securities, whether issued by or created by any person, firm,
association, corporation, national banking association, state-chartered
bank, trust company, savings bank, business trust, syndicate, limited
partnership, organization, or by any other entity; and to possess and
exercise in respect thereof any and all of the rights, powers and
privileges of owners or holders who are natural persons including,
without limitation, the exercise of any voting rights pertaining
thereto;

(b) To purchase or otherwise acquire any property, tangible or
intangible, whether real, personal or mixed and wherever located and to
receive, hold, manage, use, dispose of and otherwise exercise all
rights, powers and privileges of ownership thereof;

(c) To promote, finance, advise, counsel and assist in any way, any
person or any business entity in which the Corporation shall have any
interest of any kind;

(d) To do all things necessary or desirable to enhance the value of or
to protect or preserve the interest of the Corporation in any business
entity, securities or other property of any type which it may own or in
which it may have any interest of any kind; and

(e) To render assistance, counsel and advice to any person or entity
and to serve or represent the same in any capacity whatsoever, whether
or not the Corporation shall have any ownership interest in such person
or entity.

SIXTH: CAPITAL STOCK:

The total number of shares of all classes of stock to which the Corporation
shall have authority to issue is three hundred and ten million (310,000,000)
shares, which shall be divided into two classes as follows: ten million
(10,000,000) shares of Preferred Stock without par value (Preferred Stock) and
three hundred million (300,000,000) shares of Common Stock of the par value of
$5.00 per share (Common Stock). The designations, voting powers, preferences and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions of the above classes of stock and other general
provisions relating thereto shall be as follows:


Page 1 of Union Planters Corporation Charter

<PAGE> 52

PREFERRED STOCK

(a) Shares of Preferred Stock may be issued in one or more series at
such time or times and for such consideration or considerations as the Board of
Directors may determine. All shares of any one series shall be of equal rank and
identical in all respects except the dates from which dividends accrue or
accumulate with respect thereto may vary.

(b) The Board of Directors is expressly authorized at any time, and
from time to time, to provide for the issuance of shares of Preferred Stock in
one or more series, with such voting powers, full or limited, but not to exceed
one vote per share, or without voting powers and with such designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issuance thereof
adopted by the Board of Directors, and as are not stated and expressed in this
Charter, or any Amendment thereto, including, (but without limiting the
generality of the foregoing) the following:

(1) The distinctive designation and number of shares
comprising such series, which number may (except where otherwise provided by the
Board of Directors in creating such series) be increased or decreased (but not
below the number of shares then outstanding) from time to time by action of the
Board of Directors;

(2) The dividend rate or rates on the shares of such series
and the relation which such dividends shall bear to the dividends payable on any
other class or classes of capital stock; the terms and conditions upon which and
the periods in respect of which dividends shall be payable; whether and upon
what conditions such dividends shall be cumulative, non-cumulative or partially
cumulative and, if cumulative or partially cumulative, the date or dates from
which dividends shall accumulate;

(3) Whether the shares of such series shall be callable or
redeemable, the limitations and restrictions with respect to such call or
redemption, the time or times when, the price or prices at which, and the manner
in which such shares shall be callable or redeemable, including the manner of
selecting shares of such series for call or redemption if less than all shares
are to be called or redeemed;

(4) The amount payable upon shares of such series upon the
voluntary or involuntary liquidation, dissolution, distribution of assets or
winding up of the Corporation;

(5) Whether the shares of such series shall be subject to the
operation of a purchase, retirement or sinking fund, and, if so, whether and
upon what conditions such purchase, retirement sinking fund shall be cumulative,
partially cumulative or non-cumulative, the extent to which and the manner in
which such fund shall be applied to the purchase, call or redemption of the
shares or such series for retirement or to other corporate purposes and the
terms and provisions relative to the operation thereof;

(6) Whether the shares of such series shall be convertible
into or exchangeable for shares of any other class or classes or of any other
series of any class or classes of capital stock of the Corporation, and, if so
convertible or exchangeable, the price or prices or the rate or rates of
conversion or exchange, and the method, if any, of adjusting the same, and any
other terms and conditions of such conversion or exchange, provided, however,
that no shares of any such series shall be convertible into shares of any other
class or series having prior or superior rights and preferences as to dividends
or distributions of assets upon liquidation, and provided further that shares
without par value shall not be convertible into shares with par value unless
that part of the stated capital of the Corporation represented by such shares
without par value is, at the time of conversion, at least equal to the aggregate
par value of the shares into which the shares without par value are to be
converted;

(7) The voting powers, full and/or limited, if any, of the
shares of such series; and whether and under what conditions the shares of such
series (alone or together with the shares of one or more other series having
similar provisions) shall be entitled to vote separately as a single class, for
the election of one or more additional directors of the Corporation in case of
dividend arrearage or other specified events, or upon other specified matters;

(8) Whether the issuance of any additional shares of such
series, or of any shares of any other series, shall be subject to restrictions
as to issuance, or as to the powers, preferences or rights of any such other
series; and

(9) Any other preferences, privileges and powers, and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions of such series, as the Board of Directors may deem
advisable and as shall be consistent with the provisions of the laws of the
State of Tennessee and of this Charter.

(c) No dividends shall be paid or declared or set apart on any
particular series of Preferred Stock in respect of any period unless accumulated
dividends shall be or shall have been paid, or declared and set apart for
payment, pro rata on all shares of Preferred Stock at the time outstanding of
each other series, so that the amount of dividends declared on such particular
series shall bear the same ratio to the amount declared on each such other
series as the dividend rate of such particular series shall bear to the dividend
rate of such other series.

(d) Unless and except to the extent otherwise required by law or
provided in the resolution or resolutions of the Board of Directors creating any
series of Preferred Stock pursuant to this ARTICLE SIXTH, the holders of the
Preferred Stock shall have no voting power with respect to any matter
whatsoever.

Page 2 of Union Planters Corporation Charter

<PAGE> 53


(e) Shares of Preferred Stock called, redeemed, converted, exchanged,
purchased, retired or surrendered to the Corporation, or which have been issued
and reacquired in any manner, shall, upon compliance with any applicable
provisions of the Tennessee Business Corporation Act, have the status of
authorized and unissued shares of Preferred Stock and may be reissued by the
Board of Directors as part of the series of which they were originally a part or
may be reclassified into and reissued as part of a new series or as a part of
any other series, all subject to the protective conditions or restrictions of
any outstanding series of Preferred Stock.

SERIES A PREFERRED STOCK

(f) Pursuant to the authority vested in the Board of Directors in
accordance with the provisions of this ARTICLE SIXTH of the Charter, the Board
of Directors does hereby create, authorize and provide for the issuance of
Series A Preferred Stock out of the class of 10,000,000 shares of preferred
stock, no par value (the "Preferred Stock"), having the voting powers,
designation, relative, participating, optional and other special rights,
preferences, and qualifications, limitations and restrictions thereof that are
set forth as follows:

(1) DESIGNATION AND AMOUNT. The shares of such series shall be
designated as Series A Preferred Stock ("Series A Preferred Stock") and the
number of shares constituting such series shall be 750,000. Such number of
shares may be adjusted by appropriate action of the Board of Directors.

(2) DIVIDENDS AND DISTRIBUTIONS.

(a) Subject to the prior and superior rights of the
holders of any shares of any other series of Preferred Stock or any other shares
of preferred stock of the Corporation ranking prior and superior to the shares
of Series A Preferred Stock with respect to dividends, each holder of one
one-hundredth (1/100) of a share (a "Unit") of Series A Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for that purpose, (i) dividends payable in cash on the
1st day of January, April, July and October in each year (each such date being a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of such Unit of Series A Preferred Stock,
in an amount per Unit (rounded to the nearest cent) equal to the greater of (x)
$.01 or (y) subject to the provision for adjustment hereinafter set forth, the
aggregate per share amount of all cash dividends declared on shares of the
common stock of the Corporation, par value $5.00 per share, (the "Common Stock")
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of a Unit of Series A Preferred Stock, and (ii) subject to the provision for
adjustment hereinafter set forth, quarterly distributions (payable in kind) on
each Quarterly Dividend Payment Date in an amount per Unit equal to the
aggregate per share amount of all non-cash dividends or other distributions
(other than a dividend payable in shares of Common Stock or a subdivision of the
outstanding share of Common Stock, by reclassification or otherwise) declared on
shares of Common Stock since the immediately preceding Quarterly Dividend
Payment Date, or with respect to the first Quarterly Dividend Payment Date,
since the first issuance of a Unit of Series A Preferred Stock. In the event
that the Corporation shall at any time after January 19, 1989 (the "Rights
Declaration Date") (i) declare or pay any dividend on outstanding shares of
Common Stock payable in shares of Common Stock, or (ii) subdivide outstanding
shares of Common Stock or (iii) combine outstanding shares of Common Stock into
a smaller number of shares, then in each such case the amount to which the
holder of a Unit of Series A Preferred Stock was entitled immediately prior to
such event pursuant to the preceding sentence shall be adjusted by multiplying
such amount of a fraction the numerator of which shall be the number of shares
of Common Stock that are outstanding immediately after such event and the
denominator of which shall be the number of shares of Common Stock that were
outstanding immediately prior to such event.

(b) The Corporation shall declare a dividend or
distribution on Units of Series A Preferred Stock as provided in paragraph (a)
above immediately after it declares a dividend or distribution on the shares of
Common Stock (other than a dividend payable in shares of Common Stock);
provided, however that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend payment Date, a dividend
of $.01 per Unit on the Series A Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.

(c) Dividends shall begin to accrue and shall be
cumulative on each outstanding Unit of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issuance of such Unit
of Series A Preferred Stock, unless the date of issuance of such Unit is prior
to the record date for the First Quarterly Dividend Payment Date, in which case,
dividends on such Unit shall begin to accrue from the date of issuance of such
Unit, or unless the date of issuance is a Quarterly Dividend Payment Date or is
a date after the record date for the determination of holders of Units of Series
A Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on Units of
Series A Preferred Stock in an amount less than the aggregate amount of all such
dividends at the time accrued and payable on such Units shall be allocated pro
rata on a unit-by-unit basis amount all Units of Series A Preferred Stock at the
time outstanding. The Board of Directors may fix a record date for the
determination of holders of Units of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 30 days prior to the date fixed for the payment
thereof.

(3) VOTING RIGHTS. The holders of Units of Series A Preferred
Stock shall have the following voting rights.

(a) Subject to the provision for adjustment
hereinafter set forth, each Unit of Series A
Preferred Stock shall entitle the holder thereof to
one vote on all matters submitted to a vote of the
shareholders of the Corporation. In the event the
Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on
outstanding shares of Common Stock payable in shares
of Common Stock, (ii) subdivide outstanding shares of
Common Stock or (iii) combine the outstanding shares
of Common Stock into a smaller number of shares, then
in each such case the number of votes per Unit to
which holders of Units of Series A Preferred Stock

Page 3 of Union Planters Corporation Charter

<PAGE> 54

were entitled immediately prior to such event shall
be adjusted by multiplying such number by a fraction,
the numerator of which shall be the number of shares
of Common Stock outstanding immediately after such
event and the denominator of which shall be the
number of shares of Common Stock that were
outstanding immediately prior to such event.

(b) Except as otherwise provided herein or by law,
the holders of Units of Series A Preferred Stock and
the holders of shares of Common Stock shall vote
together as one class on all matters submitted to a
vote of shareholders of the Corporation.

(c) Except as set forth herein or required by law,
holders of Units of Series A Preferred Stock shall
have no special voting rights and their consent shall
not be required (except to the extent they are
entitled to vote with holders of shares of Common
Stock as set forth herein) for the taking of any
corporate action.

(4) CERTAIN RESTRICTIONS.

(a) Whenever quarterly dividends or other dividends
or distributions payable on Units of Series A
Preferred Stock as provided in paragraph 2 are in
arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared,
on outstanding Units of Series A Preferred Stock
shall have been paid (or set aside for payment) in
full, the Corporation shall not:

(i) declare or pay dividends on, make any
other distributions or redeem or purchase or
otherwise acquire for consideration any
shares of stock ranking junior to the Series
A Preferred Stock;

(ii) declare or pay dividends on or make any
other distributions on any shares of stock
ranking on a parity as to dividends with the
Series A Preferred Stock, except for
dividends paid ratably on Units of Series A
Preferred Stock and shares of all such
parity stock on which dividends are payable
or in arrears in proportion to the total
amounts to which the holders of such Units
and all such shares are then entitled;

(iii) redeem or purchase or otherwise
acquire for consideration shares of any
stock ranking on a parity (either as to
dividends or upon liquidation, dissolution
or winding up) with the Series A Preferred
Stock, PROVIDED, HOWEVER, that the
Corporation may at any time redeem, purchase
or otherwise acquire shares of any such
parity stock in exchange for shares of any
stock ranking junior (both as to dividends
and upon liquidation, dissolution or winding
up) to the Series A Preferred Stock; or

(iv) purchase or otherwise acquire for
consideration any Units of Series A
Preferred Stock, except in accordance with
a purchase offer made in writing or by
publication (as determined by the Board of
Directors) to all holders of such Units.

(b) The Corporation shall not permit any subsidiary
of the Corporation to purchase or otherwise acquire
for consideration any shares of stock of the
Corporation unless the Corporation could, under
paragraph (a) of this paragraph 4, purchase or
otherwise acquire such shares at such time and in
such manner.

(5) REACQUIRED SHARES. Any Units of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after
the acquisition thereof. All such Units shall, upon their
cancellation, become authorized but unissued Units of
Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.

(6) LIQUIDATION, DISSOLUTION OR WINDING UP.

(a) Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, no
distribution shall be made (i) to the holders of
shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock unless the
holders of Units of Series A Preferred Stock shall
have received, subject to adjustment as hereinafter
provided in paragraph (b), the greater of either (y)
$90.00 per Unit plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether
or not earned or declared, to the date of such
payment, or (z) the amount equal to the aggregate per
share amount to be distributed to holders of shares
of Common Stock, or (ii) to the holders of shares of
stock ranking on a parity upon liquidation,
dissolution or winding up with the Series A Preferred
Stock, unless simultaneously therewith distributions
are made ratably on Units of Series A Preferred Stock
and all other shares of such parity stock in
proportion to the total amounts to which the holders
of Units of Series A Preferred Stock are entitled
under Clause (i)(y) of this sentence and to which the
holders of such shares of such parity stock are
entitled, in each case upon such liquidation
dissolution or winding up.

Page 4 of Union Planters Corporation Charter

<PAGE> 55


(b) in the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any
dividend on outstanding shares of Common Stock
payable in shares of Common Stock, or (ii) subdivide
outstanding shares of Common Stock, or (iii) combine
outstanding shares of Common Stock into a smaller
number of shares, then in each such case the
aggregate amount to which holders of Units of Series
A Preferred Stock were entitled immediately prior to
such event pursuant to clause (i)(z) of paragraph (1)
of this paragraph 6 shall be adjusted by multiplying
such amount by a fraction the numerator of which
shall be the number of shares of Common Stock that
are outstanding immediately after such event and the
denominator of which shall be the number of shares of
Common Stock that were outstanding immediately prior
to such event.

(7) SHARE EXCHANGE, MERGER, ETC. In case the Corporation shall
enter into any share exchange, merger, combination or other
transaction in which the shares of Common Stock are exchanged
for or converted into other stock or securities, cash and/or
any other property, then in any such case Units of Series A
Preferred Stock shall at the same time be similarly exchanged
for or converted into an amount per Unit (subject to the
provision for adjustment hereinafter set forth) equal to the
aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or
for which each share of Common Stock is converted or
exchanged. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on
outstanding shares of Common Stock payable in shares of Common
Stock, or (ii) subdivide outstanding shares of Common Stock,
or (iii) combine outstanding Common Stock into a smaller
number of shares, then in each such case the amount set forth
in the immediately preceding sentence with respect to the
exchange or conversion of shares of Series A Preferred Stock
shall be adjusted by multiplying such amount by a fraction the
numerator of which shall be the number of shares of Common
Stock that are outstanding immediately after such event and
the denominator of which shall be the number of shares of
Common Stock that were outstanding immediately prior to such
event.

(8) REDEMPTION. The Units of Series A Preferred Stock shall
not be redeemable at the option of the Corporation or any
holder thereof. Notwithstanding the foregoing sentence of this
Section, the Corporation may acquire Units of Series A
Preferred Stock in any other manner permitted by law and the
Charter or Bylaws of the Corporation.

(9) RANKING. The Units of Series A Preferred Stock shall rank
junior to all other series of the Preferred Stock and to any
other class of preferred stock that hereafter may be issued by
the Corporation as to the payment of dividends and the
distribution of assets, unless the terms of any such series or
class shall provide otherwise.

(10) AMENDMENT. The Charter, including without limitation the
provisions hereof, shall not hereafter be amended, either
directly or indirectly, or through merger or share exchange
with another corporation, in any manner that would alter or
change the powers, preferences or special rights of the Series
A Preferred Stock so as to affect the holders thereof
adversely without the affirmative vote of the holders of a
majority or more of the outstanding Units of Series A
Preferred Stock, voting separately as a class.

(11) FRACTIONAL SHARES. The Series A Preferred Stock may be
issued in Units or other fractions of a share, which Units or
fractions shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the
benefit of all other rights of holders of Series A Preferred
Stock.

SERIES B PREFERRED STOCK

(g) Pursuant to the authority vested in the Board of Directors in
accordance with the provisions of this Article VI of the Charter, the
Board of Directors of Union Planters Corporation (the "Corporation")
does hereby create, authorize and provide for the issuance of a new
series of preferred stock out of the authorized class of 10,000,000
shares of preferred stock, no par value (the "Preferred Stock"), having
the voting powers, designations, relative participating, optional and
other special rights, preferences, qualifications, limitations and
restrictions thereof that are set forth as follows:

1. DESIGNATION AND AMOUNT. The shares of such series
shall be designated as Series B $8.00 Nonredeemable
Cumulative Convertible Preferred Stock (the "Series B
Preferred Stock") and the number of shares
constituting such series shall be 44,000. Such number
of shares may be adjusted by appropriate action of
this Board of Directors.

2. DIVIDENDS AND DISTRIBUTIONS.

(a) Subject to the prior and superior rights of the
holders of any shares of any other series of
Preferred Stock of the Corporation ranking prior and
superior to the shares of Series B Preferred Stock
with respect to dividends, the holders of the Series
B Preferred Stock, in preference to the holders of
the $5.00 par value common stock of the Corporation
(the "UPC Common Stock"), and any other capital stock
of the Corporation ("Capital Stock") ranking junior
to the Series B Preferred Stock as to the payment of
dividends, shall be entitled to receive as and if
declared by the Board of Directors out of funds
legally available for that purpose, cumulative cash
dividends at, but not exceeding, $8.00 per share per
annum and no more.

(b) Dividends upon shares of Series B Preferred Stock
shall be cumulative so that if in respect of any past
quarterly dividend period or periods, full dividends
accrued on the outstanding shares of Series B
Preferred

Page 5 of Union Planters Corporation Charter

<PAGE> 56


Stock shall not have been paid, the aggregate
deficiency shall be fully paid or declared or set
aside for payment before (i) any dividend shall be
declared and paid or set aside for payment on UPC
Common Stock, or any other Capital Stock ranking
junior to the Series B Preferred Stock as to the
payment of dividends, (ii) any other distribution of
assets shall be made with respect to UPC Common Stock
or any other Capital Stock ranking junior to the
Series B Preferred Stock as to the payment of
dividends, and (iii) the redemption or purchase of
any shares of Series B Preferred Stock, UPC Common
Stock, or any other Capital Stock ranking on a parity
with or junior to the Series B Preferred Stock as to
the payment of dividends by the Corporation.

(c) Cash dividends on the Series B Preferred Stock
shall commence to accrue and shall be cumulative from
the Effective Date of the Merger between Union
Planters - Steiner Acquisition Company and Steiner
Holdings pursuant to that Merger Agreement dated June
9, 1989 between UPC, Subsidiary, Steiner Bank, Arnold
Steiner and Mary Steiner (the "Merger Agreement");
and, otherwise, from the Quarterly Dividend Payment
Date on which cash dividends were paid on Series B
Preferred Stock (in respect of a dividend on Series B
Preferred Stock) next preceding the date of issuance
of such shares of Series B Preferred Stock.

(d) Cash dividends on shares of Series B Preferred
Stock shall be payable quarterly on the third Friday
of February, May, August and November (a "Quarterly
Dividend Payment Date") and will have the same record
date for the payment of dividends as the record date
for payment of dividends on UPC Common Stock, and, if
there is no record date for the payment of dividends
on UPC Common Stock, then the record date for the
payment of dividends of the Series B Preferred Stock
shall be that date which is 15 days prior to a given
Quarterly Dividend Payment Date.

3. NO PREEMPTIVE RIGHTS. No holders of Series B
Preferred Stock shall be entitled, as of right, to
purchase or subscribe for any part of the unissued
Series B Preferred Stock, UPC Common Stock, or
Capital Stock, or to purchase or subscribe for any
bonds, certificates of indebtedness, debentures, or
other securities convertible into or carrying
options, warrants or rights to purchase stock or
other securities of the Corporation, or to purchase
or subscribe for any stock or any securities of the
Corporation purchased by the Corporation or by its
nominee or nominees, or to have any other preemptive
rights now or hereafter defined by the laws of the
State of Tennessee; PROVIDED, HOWEVER, that this
section shall not be deemed to prohibit the exercise
by the holders of UPC Series B Preferred Stock of
Rights issued pursuant to the UPC Share Purchase
Rights Agreement.

4. LIQUIDATION. (a) In the event of the voluntary or
involuntary liquidation, dissolution or winding up of
the affairs of the Corporation, the holders of Series
B Preferred Stock shall be entitled to receive, after
payment or provision for payment of all debts, but
before any distribution of assets may be made to the
holders of UPC Common Stock, or any other Capital
Stock of the Corporation ranking junior to the Series
B Preferred Stock as to liquidation, out of assets of
the Corporation available for distributions to its
stockholders, $100 per share, plus, in each case,
accrued and unpaid dividends thereon to the date of
payment thereof. After such payment has been made in
full to the holders of the outstanding shares of
Series B Preferred Stock (or funds necessary for the
payment have been set aside in trust for the account
of such holders so as to be and continue to be
available therefor), the holders of Series B
Preferred Stock shall be entitled to no further
distribution, and the remaining assets of the
Corporation shall be divided and distributed among
the holders of UPC Common Stock (subject to any prior
rights of any holders of any other Capital Stock of
the Corporation entitled to participate with the UPC
Common Stock as to the distribution of assets) then
outstanding according to their respective shares. If
on liquidation, dissolution or winding up, the net
assets of the Corporation available for distribution
among the holders of Series B Preferred Stock are
insufficient to permit full payment to them, the
entire net assets of the Corporation so available for
distribution shall be distributed ratably among the
holders of Series B Preferred Stock and the holders
of any other Capital Stock ranking on a parity with
the Series B Preferred Stock as to liquidation and
distribution of assets. Nothing herein contained
shall be construed to prohibit the retirement of
Series B Preferred Stock by purchase, and neither the
purchase of Series B Preferred Stock, the
consolidation or merger of the Corporation, nor the
sale or transfer of all or substantially all of the
assets of the Corporation as an entirety shall be
deemed a "liquidation, dissolution or winding up of
the Corporation" within the meaning of this paragraph
4.

5. RIGHT TO VOTE. Except to the extent that the power or
right to vote is granted or required pursuant to the
Tennessee Business Corporation Act, as amended from
time to time, the Series B Preferred Stock shall have
no power or right to vote.

6. CONVERSION OF SERIES B PREFERRED STOCK. The holders
of shares of Series B Preferred Stock shall have the
right, at their option, any time after that date
which is five (5) years after the Effective Date of
the Merger, to convert such shares into shares of UPC
Common Stock on the following terms and conditions:

(a) Except as provided in subsection (c) of this
Section 6, each share of Series B Preferred Stock
shall be convertible into that number of shares of
UPC Common Stock determined by dividing (i) the
product of the multiplication of the number of Series
B Preferred Shares issued in the Merger by $100, by
(ii) $12.95, then


Page 6 of Union Planters Corporation Charter

<PAGE> 57

dividing that number by the number of Series B
Preferred Shares issued in the Merger (the
"Conversion Ratio").

(b) Except as provided in subsection (c) of this
Section 6, the estate of Arnold Steiner and the
trustees of the trusts which receive assets of the
Estate of Bernard S. Steiner, Jr. pursuant to the
provisions of the last will and testament of Bernard
S. Steiner, Jr., and which shall have received Series
B Preferred Stock pursuant to the Merger and such
last will and testament, shall have the right to
convert the shares of Series B Preferred Stock they
own in accordance with the Conversion Ratio within
five (5) years from the Effective Date of the Merger,
(i) as to the estate of Arnold Steiner, upon the
death of Arnold Steiner, and as to each such trust,
upon the death(s) of the oldest permissible income
beneficiary of that particular trust; (ii) should
there be a change in control (as defined in Section
2(a) of the Bank Holding Company Act of 1956, as
amended, 12 U.S.C. Section 1841(a) of UPC; and (iii)
should UPC issue any other preferred stock having
priority as to the payment of dividends or as to
liquidation preference over that of the Series B
Preferred Stock.

(c) If any Series B Preferred Stock shall be
converted into UPC Common Stock at a time when the
UPC Common Stock into which such Series B Preferred
Stock is convertible has attached or attributable
thereto Rights issued pursuant to the UPC Share
Purchase Rights Agreement, the surrender of such
Series B Preferred Stock shall effectively cancel all
Rights attached or attributable to the share(s) of
Series B Preferred Stock so converted.

(d) If at any time, or from time to time, the
Corporation shall (i) declare and pay, on or in
respect of, UPC Common Stock any dividend payable in
shares of UPC Common Stock, (ii) subdivide the
outstanding shares of UPC Common Stock into a greater
number of shares, or contract the number of
outstanding shares of Series B Preferred Stock by
combining such shares into a smaller number of
shares, or (iii) contract the number of outstanding
shares of UPC Common Stock by combining such shares
into a smaller number of shares, or subdivide the
outstanding shares of Series B Preferred Stock into a
greater number of shares of Series B Preferred Stock,
the Conversion Ratio shall be proportionately
adjusted as of such time.

(e) If the Corporation consolidates with or merges
into any corporation or reclassifies outstanding
shares of UPC Common Stock (other than by way of
subdivision or contraction of such shares) each share
of Series B Preferred Stock shall thereafter be
convertible into the number of shares of stock or
other securities or property of the Corporation, or
of the entity resulting from such consolidation or
merger, to which a holder of the number of shares of
UPC Common Stock deliverable upon conversion of such
share of Series B Preferred Stock would have been
entitled upon such consolidation, merger or reclas-
sification, had the holder of such share of Series B
Preferred Stock exercised his right of conversion and
had such shares been issued and outstanding and had
such holder been the holder of record of such UPC
Common Stock at the time of such consolidation,
merger or reclassification; and the Corporation shall
make lawful provision therefor as a part of such
consolidation, merger or reclassification.

(f) Whenever the Conversion Ratio is required to be
adjusted, as herein provided, the Corporation shall
promptly file with the transfer agent for the UPC
Common Stock and simultaneously provide to each
holder of record of Series B Preferred Stock a
statement signed by the President or a Vice President
or the Secretary or the Treasurer setting forth the
adjusted Conversion Ratio, determined as so provided.
Such statement shall set forth in reasonable detail
such facts as may be necessary to show the reason for
and the manner of computing such adjustment.

(g) On presentation and surrender to the Corporation
at any office or agency maintained for the transfer
of Series B Preferred Stock or the certificates of
Series B Preferred Stock so to be converted, duly
endorsed for transfer, the holder of such Series B
Preferred Stock shall be entitled, subject to the
limitations herein contained, to receive in exchange
therefor a certificate or certificates for fully paid
and nonassessable shares, and cash for fractional
shares of UPC Common Stock or other securities
pursuant to subsection (e) above, on the basis
aforesaid. The Series B Preferred Stock shall be
deemed to have been converted and the person
converting the same to have become the holder of
record of UPC Common Stock, for the purpose of
receiving dividends and for all other purposes
whatever as of the date when the certificate or
certificates for such Series B Preferred Stock are
surrendered to the Corporation as aforesaid. The
Corporation shall not be required to make any such
conversion, and no surrender of the Series B
Preferred Stock shall be effective for such purposes,
while the books for the transfer of either class of
stock are closed for any purpose, but the surrender
of such shares of Series B Preferred Stock for
conversion during any period while such books are
closed shall become effective for all purposes of
conversion immediately upon the reopening of such
books, as if the conversion had been made on the date
such shares of Series B Preferred Stock were
surrendered.

(h) The Corporation shall pay any and all taxes which
may be imposed upon it with respect to the issuance
and delivery of UPC Common Stock upon the conversion
of the Series B Preferred Stock as herein provided.
The Corporation shall not be required in any event to
pay any transfer or other taxes by reason of the
issuance of such UPC Common Stock in names other than
those in which the Series B Preferred Stock
surrendered


Page 7 of Union Planters Corporation Charter

<PAGE> 58


for conversion may stand, and no such conversion or
issuance of UPC Common Stock shall be made unless and
until the person requesting such issuance has paid to
the Corporation the amount of any such tax, or has
established to the satisfaction of the Corporation
and its transfer agent, if any, that such tax has
been paid or is not required. Upon any conversion of
Series B Preferred Stock as herein provided, no
adjustment or allowance shall be made for dividends
on the Series B Preferred Stock so converted, and all
rights to dividends, if any, shall cease and be
deemed satisfied; however, except as provided in the
next sentence hereof, nothing in this section shall
be deemed to relieve the Corporation from its
obligation to pay any dividends which shall have been
declared and shall be payable to holders of Series B
Preferred Stock of record as of a date prior to such
conversion even though the payment date for such
dividend is subsequent to the date of conversion.

7. RESERVATION OF UPC COMMON STOCK. The Corporation
shall, so long as any of the Series B Preferred Stock
is outstanding, reserve and keep available out of its
authorized and unissued UPC Common Stock, solely for
the purpose of effecting the conversion of the Series
B Preferred Stock, such number of shares of UPC
Common Stock as shall, from time to time, be
sufficient to effect the conversion of all shares of
the Series B Preferred Stock then outstanding. The
Corporation shall, from time to time, increase its
authorized UPC Common Stock and take such other
actions as may be necessary to permit the issuance
from time to time of the shares of the UPC Common
Stock, as fully paid and nonassessable shares, upon
the conversion of the Series B Preferred Stock as
herein provided.

8. DEFINITIONS. For purposes hereof:

(a) The term "outstanding", when used in reference to
shares of stock, shall mean issued shares, excluding
shares held by the Corporation or a subsidiary
thereof, and shares called for redemption, funds for
the redemption of which shall have been set aside by
the Corporation or deposited in trust;

(b) The amount of dividends "accrued" on any share of
Series B Preferred Stock as of any quarterly dividend
date shall be deemed to be the amount of any unpaid
dividends accumulated thereon to and including such
quarterly dividend date, whether or not earned or
declared, and the amount of dividends "accrued" on
any shares of Series B Preferred Stock as at any date
other than a quarterly dividend date shall be deemed
to be (i) the amount of any unpaid dividends
accumulated thereon to and including the last
preceding quarterly dividend date, whether or not
earned or declared, plus (ii) an amount calculated on
the basis of the annual dividend rate fixed for the
shares of Series B Preferred Stock (8%) for the
period after such last preceding quarterly dividend
date to and including the date as of which the
calculation is made, based on a 360-day year or 12
consecutive 30-day months.

9. REDEMPTION. The shares of Series B Preferred Stock
shall not be redeemable at the option of the
Corporation or any holder thereof. Notwithstanding
the foregoing sentence of this Section, the
Corporation may acquire Series B Preferred Stock in
any other manner permitted by law and its Charter or
Bylaws.

10. RANKING. The Series B Preferred Stock shall rank
superior to that of the Corporation's Series A
Preferred Stock as well as to all other series of the
Corporation's preferred stock, unless the designation
of rights and preferences for any other series of the
Corporation's preferred stock expressly provides
otherwise.

11. AMENDMENT. The Charter, including without limitations
the provisions hereof, shall not hereafter be
amended, either directly or indirectly, or through
merger or share exchange with another corporation, in
any manner that would alter or change the powers,
preferences or special rights of the Series B
Preferred Stock so as to affect the holders thereof
adversely without the affirmative vote of the holders
of a majority or more of the outstanding shares of
Series B Preferred Stock, voting separately as a
class; provided, however, that this paragraph shall
have no affect on the ability of the Corporation to
amend the Rights Agreement or redeem the UPC
Preferred Share Purchase Rights in accordance
therewith.

12. FRACTIONAL SHARES. The Series B Preferred Shares may
be issued in units or other fractions of a share,
which units or fractions shall entitle the holder, in
proportion to such holder's fractional shares, to
exercise such rights, receive dividends, and
participate in all distributions and derive the
benefit of all other rights of holders of Series B
Preferred Stock.

SERIES C PREFERRED STOCK

(h) Pursuant to the authority vested in the Board of Directors of Union
Planters Corporation (the "Corporation") by the provisions of this
Article Sixth of the Charter and by the provisions of the Tennessee
Business Corporation Act, the Board of Directors of the Corporation
does hereby create, authorize and provide for the issuance of a new
series of preferred stock out of the Corporation's authorized class of
10,000,000 shares of no par value preferred stock (the "Preferred
Stock"), having the designation, relative participating, optional and
other special rights, preferences, qualifications, limitations and
restrictions provided hereafter:


Page 8 of Union Planters Corporation Charter

<PAGE> 59


1. DESIGNATION AND AMOUNT. The shares of such series
shall be designated as 10 3/8% Increasing Rate,
Redeemable, Cumulative Preferred Stock, Series C (the
"Series C Preferred Stock") and the number of shares
of Preferred Stock constituting such Series C
Preferred Stock shall be 690,000. Such number of
shares of Series C Preferred Stock may be adjusted
hereafter by appropriate action of the Board of
Directors. The Series C Preferred Stock shall have a
stated value (the "Stated Value") of $25.00 per
share.

2. DIVIDENDS AND DISTRIBUTIONS.

(a) The holders of shares of Series C Preferred
Stock, in preference to the holders of the $5.00 par
value common stock of the Corporation (the "UPC
Common Stock") shall be entitled to receive when and
as declared by the Board of Directors, out of funds
legally available for the purpose, cumulative cash
dividends payable quarterly at the rate per share set
forth in paragraph 2(c) below, on the fifteenth day
(or, if such fifteenth day is not a Business Day, on
the next Business Day) of February, May, August and
November in each year (a "Quarterly Dividend Payment
Date"), in respect of the Quarterly Dividend Period
next preceding such fifteenth day, and no other
dividend or dividends. Such dividends shall be
payable to holders of the Series C Preferred Stock on
such date as is not more than 30 nor less than 10
days prior to the particular Quarterly Dividend
Payment Date. As used herein, a "Quarterly Dividend
Period" means a period of three months ending on the
last day of January, April, July or October. Subject
to the provisions of paragraph (c) of Section Sixth
of the Charter, dividends on account of arrears for
any past Quarterly Dividend Period(s) may be declared
and paid at any time, without reference to any
regular Quarterly Dividend Payment Date to holders of
record on such date not exceeding 30 or less than 10
days preceding the payment date thereof as may be
fixed by the Board of Directors. The amount of
dividend per share payable for any Quarterly Dividend
Period less than a full Quarterly Dividend Period
shall be computed on the basis of a 360-day year of
twelve 30-day months and the actual number of days
elapsed in the period for which payable.

(b) Preferred dividends upon shares of Series C
Preferred Stock shall commence to accrue and be
cumulative from (but not including) the day upon
which the initial issuance of shares of Series C
Preferred Stock occurs.

(c) For each Quarterly Dividend Period ending on or
before October 31, 1994, preferred dividends payable
with respect to each such Quarterly Dividend Period
shall be $0.648438 per share. For each Quarterly
Dividend Period ending after November 1, 1994 and on
or before October 31, 1995, preferred dividends
payable with respect to each such Quarterly Dividend
Period shall be $0.679688 per share. For each
Quarterly Dividend Period ending after November 1,
1995, and on or before October 31, 1996, preferred
dividends payable with respect to each such Quarterly
Dividend Period shall be $0.710938 per share. For
each Quarterly Dividend Period ending after November
1, 1996, preferred dividends payable with respect to
such Quarterly Dividend Periods shall be $0.742188
per share. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend
payment or payments which may be in arrears.

(d) For purposes hereof, "Business Day" shall mean
any day upon which commercial banks in the City of
Memphis, Tennessee, are required to be open for the
transaction of their general banking business.


3. NO PREEMPTIVE RIGHTS. Holders of shares of Series C
Preferred Stock shall not be entitled, as of right,
to purchase or subscribe for any part of the unissued
Series C Preferred Stock, any UPC Common Stock, or
any other capital stock of the Corporation, or to
purchase or subscribe for any bonds, certificates of
indebtedness, debentures, or other securities
convertible into or carrying options, warrants or
rights to purchase any stock or other securities of
the Corporation, or to purchase or subscribe for any
stock or any securities of the Corporation purchased
by the Corporation or by its nominee or nominees, or
to have any other preemptive rights now or hereafter
defined by the laws of the State of Tennessee.

4. LIQUIDATION. In the event of the voluntary or
involuntary liquidation, dissolution or winding up of
the affairs of the Corporation, the holders of Series
C Preferred Stock shall be entitled to receive, after
payment or provision for payment of all debts, but
before any distribution of assets may be made to the
holders of UPC Common Stock or any other stock of the
Corporation ranking junior to the Series C Preferred
Stock as to the distribution of assets on
liquidation, dissolution or winding up of the
Corporation, out of assets of the Corporation
available for distributions to its shareholders,
$25.00 per share (the "Liquidation Value"), plus, in
each case, accrued and unpaid dividends thereon from
(but not including) the day of initial issuance to
the date of payment thereof. After such payment has
been made in full to the holders of the outstanding
shares of Series C Preferred Stock (or funds
necessary for the payment have been set aside in
trust for the account of such holders so as to be and
continue to be available therefor), the holders of
Series C Preferred Stock shall be entitled to no
further distributions, and the remaining assets of
the Corporation shall be divided and distributed
among the holders of UPC Common Stock (subject to any
prior rights of any holders of any other capital
stock of the Corporation entitled to participate with
the UPC Common Stock as to the distribution of
assets) then outstanding according to their
respective rights as shareholders. If, upon any
liquidation, dissolution or winding up of the
Corporation, the net assets of the Corporation, or
proceeds thereof available for distribution among the
holders of Series C Preferred Stock should be
insufficient to permit payment in full of the


Page 9 of Union Planters Corporation Charter

<PAGE> 60


preferential amount aforesaid and liquidating
payments on any other Preferred Stock ranking, as to
liquidation, dissolution or winding up, on a parity
with the Series C Preferred Stock, then such assets,
or the proceeds thereof, shall be distributed among
the holders of Series C Preferred Stock and the
holders of any such other Preferred Stock ratably in
accordance with the respective amounts which would be
payable on such shares of Series C Preferred Stock
and on any such other Preferred Stock if all amounts
payable thereon were paid in full. Neither the
consolidation or merger of the Corporation with or
into any other corporation or corporations, nor a
reorganization of the Corporation alone, nor the sale
or transfer by the Corporation of all or
substantially all of its assets shall be deemed a
"liquidation, dissolution or winding up of the
Corporation" within the meaning of this paragraph 4.

5. RIGHT TO VOTE.

(a) Except as hereinafter provided for and as
otherwise from time to time required by law, the
Series C Preferred Stock shall have no voting rights.

(b) So long as any shares of the Series C Preferred
Stock remain outstanding, the consents of the holders
of at least two-thirds (2/3ds) of the shares of
Series C Preferred Stock outstanding at the time
(voting separately as a class together with all other
series of Preferred Stock of the Corporation ranking
on a parity with the Series C Preferred Stock either
as to payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up
and upon which like voting rights have been conferred
and are exercisable) given in person or by proxy,
either in writing or at any special or annual meeting
called for the purpose, shall be necessary to permit,
effect or validate any one or more of the following:

(i) the authorization, creation or issuance of a new
class or series of shares of capital stock having
rights, preferences or privileges prior to the Series
C Preferred Stock, or any increase in the number of
authorized shares of any class or series having
rights, preferences or privileges prior to the Series
C Preferred Stock; or

(ii) the amendment, alteration or repeal, whether by
merger, consolidation or otherwise, of any of the
provisions of the Corporation's Charter which would
materially and adversely affect any right,
preference, privilege or voting power of the Series C
Preferred Stock or of the holders thereof; PROVIDED,
HOWEVER, that any increase in the amount of
authorized UPC Common Stock or Preferred Stock or the
authorization, creation or issuance of any other
series of UPC Common Stock or Preferred Stock, in
each case ranking on a parity with or junior to the
Series C Preferred Stock with respect to the payment
of dividends and the distribution of assets upon
liquidation, dissolution or winding up, shall not be
deemed to materially and adversely affect such
rights, preferences, privileges or voting powers.

(c) The foregoing voting provisions shall not apply
if, at or prior to the time when the act with respect
to which such vote would otherwise be required shall
be effected, all outstanding shares of Series C
Preferred Stock shall have been redeemed or called
for redemption and funds shall have been deposited in
trust in an amount sufficient to effect such
redemption.

6. REDEMPTION.

(a) The shares of Series C Preferred Stock shall be
redeemable, in whole or in part, only at the option
of the Corporation by resolution of its Board of
Directors and with the prior written consent of the
Board of Governors of the Federal Reserve System, or
of the appropriate Federal Reserve Bank acting under
delegated authority, or their successors, at any time
and from time to time on or after October 31, 1994 at
$25.00 per share, plus all dividends accrued and
unpaid on such Series C Preferred Stock from (but
not including) the day of issuance up to the day
fixed for redemption. Notwithstanding the foregoing
sentence of this Section, the Corporation may acquire
Series C Preferred Stock in any other manner
permitted by law and its Charter or Bylaws.

(b) In the event that less than the entire amount of
the Series C Preferred Stock outstanding is to be
redeemed at any one time, the shares to be redeemed
shall be selected by lot or pro rata (as nearly as
may be) or by any other method determined by the
Board of Directors of the Corporation in its sole
discretion to be equitable. Notice of any redemption
shall be given by first class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior
to the redemption date, to each holder of record of
the shares selected for redemption at such holders'
respective addresses as the same shall appear on the
stock register of the Corporation. Each such notice
shall state: (1) the redemption date; (2) the number
of shares of Series C Preferred Stock to be redeemed
and, if less than all the shares held by such holder
are to be redeemed, the number of such shares to be
redeemed from such holder; (3) the redemption price
and the manner in which the redemption price is to be
paid and delivered; (4) the place or places where
certificates for such shares are to be surrendered
for payment of the redemption price; and (5) that
dividends on the shares to be redeemed will cease to
accrue on such redemption date. No failure to mail
such notice or any defect therein or in the mailing
thereof shall affect the validity of the proceedings
for redemption. Any notice mailed in the

Page 10 of Union Planters Corporation Charter

<PAGE> 61


manner herein provided shall be conclusively presumed
to have been duly given whether or not the holder
receives the notice. Upon such redemption date, or
upon such earlier date as the Board of Directors
shall designate for payment of the redemption price
(unless the Corporation shall default in the payment
of the redemption price as set forth in such notice),
the holders of shares of Series C Preferred Stock
selected for redemption and to whom notice has been
duly given shall cease to be shareholders with
respect to such shares of Series C Preferred Stock
and shall have no interest in or claim against the
Corporation by virtue thereof and shall have no
dividend, voting or other rights with respect to such
shares except the right to receive the moneys payable
upon such redemption from the Corporation or
otherwise, without interest thereon, upon surrender
(and endorsement, if required by the Corporation) of
the certificates, and the shares evidenced and
represented thereby shall no longer be deemed to be
outstanding. The Corporation's obligation to provide
funds for redemption shall be deemed fulfilled if, on
or before the redemption date, the Corporation shall
deposit with a bank or trust company (which may be an
affiliate of the Corporation), having an office or
agency in Memphis, Tennessee and having a capital and
surplus of at least $50,000,000, or with any other
such bank or trust company located in the continental
United States as may be designated from time to time
by the Corporation, funds necessary for such
redemption, in trust, with irrevocable instructions
that such funds be applied to the redemption of the
shares of Series C Preferred Stock so called for
redemption. Any interest accrued on such funds shall
be paid to the Corporation from time to time. Any
funds so deposited and unclaimed at the end of six
years from such redemption date shall be repaid or
released to the Corporation, after which the holder
or holders of such shares of Series C Preferred Stock
so called for redemption shall look only to the
Corporation for payment of the redemption price. Upon
redemption of Series C Preferred Stock in the manner
set out herein, or upon the purchase of Series C
Preferred Stock by the Corporation, the Series C
Preferred Stock so acquired by the Corporation shall
be retired and canceled and shall be restored to the
status of authorized but unissued shares of Preferred
Stock, without designation as to series, and may
thereafter be issued, but not as shares of Series C
Preferred Stock.

7. RANKING.

(a) Any class or series of stock of the Corporation
shall be deemed to rank:

(i) "prior to" the Series C Preferred Stock
if the holders of such class or series shall
be entitled to the receipt of dividends or
of amounts distributable upon liquidation,
dissolution or winding up, as the case may
be, in preference or priority to the holders
of Series C Preferred Stock; and

(ii) "on a parity with" the Series C
Preferred Stock if the holders of such class
or series of stock and the holders of the
Series C Preferred Stock shall be entitled
to the receipt of dividends or of amounts
distributable upon liquidation, dissolution
or winding up, as the case may be, in
proportion to their respective dividend
rates or liquidation prices, without
preference or priority one over the other
whether or not the dividend rates, dividend
payment dates or redemption or liquidation
prices per share of such other class or
series of stock are different from those of
the Series C Preferred Stock.

(b) The Series C Preferred Stock shall rank on a
parity with both the Corporation's Series B Preferred
Stock and the Series A Preferred Stock, if and when
such Series A Preferred Stock should be issued.

8. DEBT OBLIGATIONS. The Corporation, at any time and
from time to time, may authorize the issue of debt
obligations, whether or not subordinated, without the
approval of the shareholders.

9. CONVERSION OR EXCHANGE. The holders of the Series C
Preferred Stock shall not have any rights herein to
convert such shares into, or exchange such shares
for, shares of any other class or classes or any
other series of any class or classes of capital stock
(or any other equity or debt security) of the
Corporation.

SERIES D PREFERRED STOCK

(i) Pursuant to the authority vested in the Board of Directors of Union
Planters Corporation (the "Corporation") by the provisions of this
Article Sixth of its Charter and by the provisions of the Tennessee
Business Corporation Act, the Board of Directors of the Corporation
does hereby create, authorize and provide for the issuance of a new
series of preferred stock out of the Corporation's authorized class of
10,000,000 shares of preferred stock having no par value (the
"Preferred Stock"), having the designation, relative participating,
optional and other special rights, preferences, qualifications,
limitations and restrictions provided hereafter:

1. DESIGNATION AND AMOUNT. The shares of such series
shall be designated as the: 9.5% REDEEMABLE,
CUMULATIVE, CONVERTIBLE, PREFERRED STOCK, SERIES D
(the "Series D Preferred Stock") and the number of
shares of Preferred Stock constituting such Series D
Preferred Stock shall be 253,659. Such number of
shares of Series D Preferred Stock may be adjusted
hereafter by appropriate action of the Board of
Directors. The Series D Preferred Stock shall have a
stated value of $20.50 per share (the "Stated
Value").

Page 11 of Union Planters Corporation Charter

<PAGE> 62


2. DIVIDENDS AND DISTRIBUTIONS. (a) The holders of
shares of Series D Preferred Stock, in preference to
the holders of the $5.00 par value common stock of
the Corporation (the "UPC Common Stock") shall be
entitled to receive when, as and if declared by the
Board of Directors, out of funds legally available
for the purpose, cumulative cash dividends payable
quarterly at the annual rate of 9.5% of the Stated
Value thereof on the fifteenth day (or, if such
fifteenth day should not be a Business Day, on the
next Business Day) of February, May, August and
November in each year (a "Quarterly Dividend Payment
Date"), in respect of the Quarterly Dividend Period
next preceding such fifteenth day, and no other
dividend or dividends. Such dividends shall be
payable to holders of record of the Series D
Preferred Stock on such date as may be fixed by the
Board of Directors which date shall not be more than
30 nor less than 10 days prior to the applicable
Quarterly Dividend Payment Date. As used herein, a
"Quarterly Dividend Period" means a period of three
calendar months ending on the last day of January,
April, July and October. Subject to the provisions of
paragraph (c) of Article Sixth of the Charter,
dividends on account of arrears for any past
Quarterly Dividend Period(s) may be declared and paid
at any time designated by the Board of Directors,
without reference to any regular Quarterly Dividend
Payment Date, to holders of record on such date as
may be fixed by the Board of Directors, which date
shall not be more than 30 nor less than 10 days
preceding the designated payment date. The amount of
dividend per share payable for any Quarterly Dividend
Period less than a full Quarterly Dividend Period
shall be computed on the basis of a 360-day year of
twelve 30-day months and the actual number of days
elapsed in the period with respect to which it is
payable.

(b) Preferred dividends upon shares of Series D
Preferred Stock shall commence to accrue and be
cumulative from the day upon which the original
issuance of shares of Series D Preferred Stock shall
occur which shall be deemed to be the effective date
of the merger of Southeastern Bancshares, Inc. with
and into Union Planters - SBI Acquisition Company,
both of which are Tennessee corporations.

(c) No interest, or sum of money in lieu of interest,
shall be payable in respect of any dividend payment
or payments which may be in arrears.

(d) For purposes hereof, a "Business Day" shall mean
any day on which commercial banks in the City of
Memphis, Tennessee, are required to be open for the
transaction of their general banking businesses.


3. NO PREEMPTIVE RIGHTS. The holders of shares of Series
D Preferred Stock shall not be entitled, as of right,
to purchase or subscribe for any part of the unissued
Series D Preferred Stock, any UPC Common Stock, or
any other capital stock of the Corporation, or to
purchase or subscribe for any bonds, certificates of
indebtedness, debentures, or other securities
convertible into, or carrying options, warrants or
rights to purchase, any stock or other securities of
the Corporation, or to purchase or subscribe for any
stock or any securities of the Corporation purchased
by the Corporation or by its nominee or nominees, or
to have any other preemptive rights now or hereafter
defined by the laws of the State of Tennessee.

4. LIQUIDATION. In the event of the voluntary or
involuntary liquidation, dissolution or winding up of
the affairs of the Corporation, the holders of Series
D Preferred Stock shall be entitled to receive, after
payment or provision for payment of all debts but
before any distribution of assets may be made to the
holders of UPC Common Stock or any other stock of the
Corporation ranking junior to the Series D Preferred
Stock as to the distribution of assets on
liquidation, dissolution or winding up of the
Corporation, out of assets of the Corporation
available for distributions to its shareholders,
$20.50 per share (the "Liquidation Value"), plus, in
each case, accrued and unpaid dividends thereon from
(but not including) the day of original issuance to
the date of payment thereof. After such payment has
been made in full to the holders of the outstanding
shares of Series D Preferred Stock (or funds
necessary for such payment have been set aside in
trust for the account of such holders so as to be and
to continue to be available therefor), the holders of
Series D Preferred Stock shall be entitled to no
further distributions, and the remaining assets of
the Corporation shall be divided and distributed
among the holders of UPC Common Stock (subject to any
senior rights of any holders of any other capital
stock of the Corporation entitled to participate with
the UPC Common Stock as to the distribution of
assets) then outstanding according to their
respective rights as shareholders. If, upon any
liquidation, dissolution or winding up of the
Corporation, the net assets of the Corporation, or
proceeds thereof available for distribution among the
holders of Series D Preferred Stock should be
insufficient to permit payment in full of the
preferential amount aforesaid and liquidating
payments on any other Preferred Stock ranking, as to
liquidation, dissolution or winding up, on a parity
with the Series D Preferred Stock, then such assets,
or the proceeds thereof, shall be distributed among
the holders of Series D Preferred Stock and the
holders of any such other Preferred Stock ranking on
a parity with the Series D Preferred Stock ratably in
accordance with the respective amounts which would be
payable on such shares of Series D Preferred Stock
and on any such other Preferred Stock ranking on a
parity with the Series D Preferred Stock if all
amounts payable thereon were paid in full. Neither
the consolidation or merger of the Corporation with
or into any other corporation or corporations, nor a
reorganization of the Corporation alone, nor the sale
or transfer by the Corporation of all or
substantially all of its assets shall be deemed a
"liquidation, dissolution or winding up of the
Corporation" within the meaning of this paragraph 4.

5. RIGHT OF HOLDERS OF SERIES D SHARES TO VOTE.

Page 12 of Union Planters Corporation Charter

<PAGE> 63


(a) Except as hereinafter provided for and as
otherwise from time to time required by law, the
Series D Preferred Stock shall have no voting rights
except for those which may be required by the laws of
the State of Tennessee.

(b) So long as any shares of Series D Preferred Stock
remain outstanding, the consents of the holders of at
least two-thirds (2/3ds) of the shares of Series D
Preferred Stock outstanding at the time (voting
separately as a class together with all other series
of Preferred Stock of the Corporation ranking on a
parity with the Series D Preferred Stock either as to
dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which
like voting rights have been conferred and are
exercisable) given in person or by proxy, either in
writing or at any special or annual meeting called
for the purpose, shall be necessary to permit, effect
or validate any one or more of the following actions:

(i) the authorization, creation or issuance
of a new class or series of shares of
capital stock of the Corporation having
rights, preferences or privileges senior to
the Series D Preferred Stock, or any
increase in the number of authorized shares
of any class or series having rights,
preferences or privileges senior to the
Series D Preferred Stock; or

(ii) the amendment, alteration or repeal,
whether by merger, consolidation or
otherwise, of any of the provisions of the
Corporation's Charter which would materially
and adversely affect any right, preference,
privilege or voting power of the Series D
Preferred Stock or of the holders thereof;
PROVIDED, HOWEVER, that any increase in the
amount of authorized UPC Common Stock or
Preferred Stock or the authorization,
creation or issuance of any other series of
UPC Common Stock or Preferred Stock, in each
case ranking on a parity with, or junior to
the Series D Preferred Stock with respect to
the payment of dividends and the
distribution of assets upon liquidation,
dissolution or winding up, shall not be
deemed to "materially and adversely affect"
such rights, preferences, privileges or
voting powers of the Series D Preferred
Stock.

(c) The foregoing voting provisions shall not apply
if, at or prior to the time when the act with respect
to which such vote would otherwise be required shall
be effected (i) all outstanding shares of Series D
Preferred Stock shall have been redeemed or called
for redemption and (ii) funds shall have been
deposited in trust in an amount sufficient to effect
such redemption as provided herein.

6. REDEMPTION.

(a) The shares of Series D Preferred Stock shall be
redeemable, in whole or in part, only at the option
of the Corporation by resolution of its Board of
Directors but only with the prior consent of the
Board of Governors of the Federal Reserve System, or
of the appropriate Federal Reserve Bank acting under
delegated authority, or their successors, at any time
and from time to time on or after the third anniver-
sary of the Effective Time of the Merger of SBI with
and into Union Planters - SBI Acquisition Company at
Twenty and 50/100 Dollars ($20.50) per share (the
"Redemption Price"), plus all dividends accrued and
unpaid on such Series D Preferred Stock from (but not
including) the day of original issuance up to the
Redemption Date (as defined below). Notwithstanding
the foregoing sentence of this Section, the
Corporation may acquire Series D Preferred Stock in
any other lawful manner permitted by its Charter or
Bylaws.

(b) In the event that less than the entire amount of
Series D Preferred Stock outstanding is to be
redeemed at any one time, the shares to be redeemed
shall be selected by lot or pro rata (as nearly as
may be) or by any other method determined by the
Board of Directors of the Corporation in its sole
discretion to be equitable.

(c) Notice of any redemption, whether whole or
partial, shall be given by United States first class
mail, postage prepaid, deposited in the mail not less
than 30 nor more than 60 days prior to the Redemption
Date, addressed to each holder of record of the
shares selected for redemption at such holders'
respective addresses as the same shall appear on the
stock register of the Corporation. Each such notice
shall state: (1) the date designated by the Board of
Directors as the "Redemption Date"; (2) the number of
shares of Series D Preferred Stock to be redeemed
and, if less than all the shares held by such holder
are to be redeemed, the number of such shares to be
redeemed from such holder; (3) the Redemption Price
and the manner in which the Redemption Price is to be
paid and delivered; (4) the place or places where
certificates representing and evidencing such shares
are to be surrendered for payment of the Redemption
Price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such Redemption
Date. No failure to mail such notice or any defect
therein or in the mailing thereof shall affect the
validity of the proceedings for redemption. Any
notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether
or not the holder receives the notice. On the
Redemption Date, or on such earlier date as the Board
of Directors shall designate for payment of the
Redemption Price (unless the Corporation shall
default in the payment of the Redemption Price as set
forth in such notice), the holders of shares of
Series D Preferred Stock selected for redemption and
to whom notice has been duly given shall cease to be
shareholders with respect to such shares of Series D
Preferred Stock and shall have no interest in, or
claim against the Corporation by virtue thereof and
shall have no dividend, voting or other rights with
respect to such

Page 13 of Union Planters Corporation Charter

<PAGE> 64


shares except the right to receive the moneys payable
upon such redemption from the Corporation or
otherwise, without interest thereon, upon surrender
(and proper endorsement, if required by the
Corporation) of the certificates, and the shares
represented thereby shall no longer be deemed to be
outstanding. The Corporation's obligation to provide
funds for redemption shall be deemed fulfilled if, on
or before the Redemption Date, the Corporation shall
have deposited with a bank or trust company (which
may be an affiliate of the Corporation), having an
office or agency in Memphis, Tennessee, having a
capital and surplus of at least $50,000,000, or with
any other such bank or trust company located in the
continental United States as may be designated from
time to time by the Corporation, funds necessary for
such redemption, in trust, with irrevocable
instructions that such funds be applied to the
redemption of the shares of Series D Preferred Stock
so called for redemption. Any interest accrued on
such funds shall be paid to the Corporation from time
to time. Any funds so deposited and unclaimed at the
end of six years from such Redemption Date shall be
repaid or released to the Corporation, after which
the holder or holders of such shares of Series D
Preferred Stock so called for redemption shall look
only to the Corporation for payment of the Redemption
Price. Upon redemption of Series D Preferred Stock in
the manner set out herein, or upon the purchase of
Series D Preferred Stock by the Corporation, the
Series D Preferred Stock so acquired by the
Corporation shall be retired and canceled and shall
be restored to the status of authorized but unissued
shares of Preferred Stock, without designation as to
series, and may thereafter be issued, but not as
shares of Series D Preferred Stock.

7. RANKING.

(a) Any class or series of stock of the Corporation
shall be deemed to rank:

(i) "senior to" the Series D Preferred Stock
if the holders of such class or series shall
be entitled to the receipt of dividends or
of amounts distributable upon liquidation,
dissolution or winding up, as the case may
be, in preference or priority to the holders
of Series D Preferred Stock; and

(ii) "on a parity with" the Series D
Preferred Stock if the holders of such class
or series of stock and the holders of the
Series D Preferred Stock shall be entitled
to the receipt of dividends or of amounts
distributable upon liquidation, dissolution
or winding up, as the case may be, in
proportion to their respective dividend
rates or liquidation prices, without
preference or priority one over the other
whether or not the dividend rates, dividend
payment dates or redemption or liquidation
prices per share of such other class or
series of stock are different from those of
the Series D Preferred Stock.

(b) The Series D Preferred Stock shall rank on a
parity with the Corporation's Series B Preferred
Stock, the Corporation's Series C Preferred Stock and
the Corporation's Series A Preferred Stock, if and
when shares of such Series A Preferred Stock should
be issued.

8. CONVERSION OF SERIES D PREFERRED STOCK. The
registered holders of shares of Series D Preferred
Stock shall have the right, at their option, to
convert such shares into shares of UPC Common Stock
(and, upon the occurrence of a certain type of
merger, into other assets) on the following terms and
conditions:

(a) The registered holders of the Series D Preferred
Stock shall have the right at any time after the date
of its original issuance but prior to the Redemption
Date designated in the notice of redemption given to
such holders in accordance with the provisions of
Section 6, to convert each share of the Corporation's
Series D Preferred Stock registered in the name of
such holders into one (1) share of the Corporation's
Common Stock having a par value of $5.00 per share.
The Series D Preferred Stock shall not be convertible
into any other class or classes or any other series
of any class or classes of capital stock (or any
other equity or debt security) of the Corporation.

(b) On presentation and surrender to the Corporation
at any office or agency maintained for the transfer
of the Series D Preferred Stock (the "Transfer
Agent") of the certificates representing and
evidencing Series D Preferred Stock so to be
converted, duly endorsed for conversion, the holder
of such Series D Preferred Stock shall be entitled,
subject to the limitations herein contained, to
receive in exchange therefor a certificate or
certificates for fully paid and nonassessable shares,
and cash for fractional shares (if any) of UPC Common
Stock or other securities pursuant to subsection (d)
below on the basis set forth. The Series D Preferred
Stock shall be deemed to have been converted and the
person converting the same shall be deemed to have
become the holder of record of UPC Common Stock, for
the purpose of receiving dividends and for all other
purposes whatsoever as of the date when the
certificate or certificates representing and
evidencing such Series D Preferred Stock shall have
been surrendered to the Transfer Agent as aforesaid.
The holder of Series D Preferred Stock shall be
responsible for selection of the method of delivery
to the Transfer Agent of any share certificates
intended to be surrendered for conversion and the
Corporation shall have no risk or liability for the
loss or late delivery of certificates for conversion.
Properly endorsed certificates must be physically
received by the Transfer Agent no later than the
close of business on the Business Day next preceding
the designated Redemption Date in order for the
conversion to become effective. The

Page 14 of Union Planters Corporation Charter

<PAGE> 65


Corporation shall not be required to make any such
conversion, and no surrender of the Series D
Preferred Stock shall be effective for such purposes,
while the books for the transfer of either class of
stock are closed for any purpose, but the surrender
of such shares of Series D Preferred Stock for
conversion during any period while such books are
closed shall become effective for all purposes of
conversion immediately upon the reopening of such
books, as if the conversion had been made on the date
such shares of Series D Preferred Stock were
surrendered.

(c) If at any time, or from time to time, the
Corporation should (i) declare and pay on, or in
respect of, the UPC Common Stock any dividend payable
in shares of UPC Common Stock; or (ii) subdivide the
outstanding shares of UPC Common Stock into a greater
number of shares, or contract the number of
outstanding shares of Series D Preferred Stock by
combining such shares into a smaller number of
shares; or (iii) contract the number of outstanding
shares of the UPC Common Stock by combining such
shares into a smaller number of shares, or (iv)
subdivide the outstanding shares of Series D
Preferred Stock into a greater number of shares of
Series D Preferred Stock, the Conversion Ratio shall
be proportionately adjusted as of such time.

(d) If the Corporation should consolidate with, or
merge into any corporation or reclassify outstanding
shares of UPC Common Stock (other than by way of
subdivision or contraction of such shares), each
share of Series D Preferred Stock shall thereafter be
convertible into the number of shares of stock or
other securities or property of the Corporation, or
of the entity resulting from such consolidation or
merger, to which a holder of the number of shares of
UPC Common Stock deliverable upon conversion of such
share of Series D Preferred Stock would have been
entitled upon such consolidation, merger or
reclassification, had the holder of such share of
Series D Preferred Stock exercised his right of
conversion and had such shares been issued and
outstanding and had such holder been the holder of
record of such UPC Common Stock at the time of such
consolidation, merger or reclassification and the
Corporation shall make lawful provision therefor as a
part of such consolidation, merger or
reclassification.

(e) Whenever the conversion ratio or the type of
consideration other than UPC Common Stock receivable
by the holder upon conversion of the Series D
Preferred Stock is required to be adjusted, as herein
provided, the Corporation shall promptly file with
the transfer agent for the UPC Common Stock and
simultaneously provide to each holder of record of
Series D Preferred Stock a statement signed by the
President or a Vice President or the Secretary or the
Treasurer setting forth the adjusted conversion ratio
and, if applicable, a description of the
consideration receivable upon consummation,
determined as so provided. Such statement shall set
forth in reasonable detail such facts as may be
necessary to show the reason for and the manner of
computing such adjustments.

(f) The Corporation shall pay any and all taxes which
may be imposed upon it with respect to the issuance
and delivery of UPC Common Stock upon the conversion
of the Series D Preferred Stock as herein provided.
The Corporation shall not be required in any event to
pay any transfer or other taxes by reason of the
issuance of such UPC Common Stock in names other than
those in which the Series D Preferred Stock
surrendered for conversion may stand, and no such
conversion or issuance of UPC Common Stock shall be
made unless and until the person requesting such
issuance has paid to the Corporation the amount of
any such tax, or has established to the satisfaction
of the Corporation and its transfer agent, if any,
that such tax has been paid or is not required. Upon
any conversion of Series D Preferred Stock as herein
provided, no adjustment or allowance shall be made
for dividends on the Series D Preferred Stock so
converted, and all rights to dividends, if any, shall
cease and be deemed satisfied; PROVIDED, HOWEVER,
that nothing in this section shall be deemed to
relieve the Corporation from its obligation to pay
any dividends which shall have been declared and
shall be payable to holders of Series D Preferred
Stock of record as of a date prior to such conversion
even though the payment date for such dividend may be
subsequent to the date of conversion.

(g) If any shares of Series D Preferred Stock should
be converted into UPC Common Stock at a time when the
UPC Common Stock into which such Series D Preferred
Stock is convertible has attached or attributable
thereto Rights issued pursuant to the UPC Share
Purchase Rights Agreement, the surrender of such
Series D Preferred Stock shall effectively cancel all
Rights attached or attributable to the share(s) of
Series D Preferred Stock so converted.

9. RESERVATION OF UPC COMMON STOCK. The Corporation
shall, so long as any of the Series D Preferred Stock
shall remain outstanding, reserve and keep available
out of its authorized and unissued UPC Common Stock,
solely for the purpose of effecting the conversion of
the Series D Preferred Stock, such number of shares
of UPC Common Stock as shall, from time to time, be
sufficient to effect the conversion of all shares of
the Series D Preferred Stock then outstanding. The
Corporation shall, from time to time, increase its
authorized UPC Common Stock and take such other
actions as may be necessary to permit the issuance
from time to time of the shares of the UPC Common
Stock, as fully paid and nonassessable shares, upon
the conversion of the Series D Preferred Stock in the
manner herein provided.

10. DEBT OBLIGATIONS. The Corporation, at any time and
from time to time, may authorize the issuance of debt
obligations, whether or not subordinated, without the
approval of any of its shareholders.

Page 15 of Union Planters Corporation Charter

<PAGE> 66

11. DEFINITIONS. For purposes of subparagraph (i) of
Article Sixth of the Charter:

(a) The term "outstanding", when used in reference to
shares of stock, shall mean shares which are
authorized and issued, excluding shares held by the
Corporation or by a subsidiary of the Corporation
(other than in a fiduciary capacity), and excluding
shares called for redemption, funds for the
redemption of which shall have been set aside by the
Corporation or deposited in trust in the manner
provided herein;

(b) The amount of dividends "accrued" on any share of
Series D Preferred Stock as of the last day of the
applicable Quarterly Dividend Period (the "Quarterly
Dividend Date") shall be deemed to be the amount of
any unpaid dividends accumulated thereon to and
including such Quarterly Dividend Date, whether or
not earned or declared, and the amount of dividends
"accrued" on any shares of Series D Preferred Stock
as at any date other than a Quarterly Dividend Date
shall be deemed to be (i) the amount of any unpaid
dividends accumulated thereon to and including the
last preceding Quarterly Dividend Date, whether or
not earned or declared, plus (ii) an amount
calculated on the basis of the annual dividend rate
fixed for the shares of Series D Preferred Stock
(9.5%) for the period subsequent to such last
preceding Quarterly Dividend Date to and including
the date as of which the calculation is made, based
on a 360-day year of 12 consecutive 30-day months and
the actual number of days elapsed in the latter
period.

SERIES E PREFERRED STOCK

(a) Pursuant to the authority vested in the Board of Directors of
Union Planters Corporation (the "Corporation") by the
provisions of this Article Sixth of its Charter and by the
provisions of the Tennessee Business Corporation Act, the
Board of Directors of the Corporation does hereby create,
authorize and provide for the issuance of a new series of
preferred stock out of the Corporation's authorized class of
10,000,000 shares of preferred stock having no par value (the
"Preferred Stock"), having the designation, relative
participating, optional and other special rights, preferences,
qualifications, limitations and restrictions provided
hereafter:

1. DESIGNATION AND AMOUNT. The shares of such series
shall be designated as the: 8% CUMULATIVE,
CONVERTIBLE, PREFERRED STOCK, SERIES E (the "Series E
Preferred Stock") and the number of shares of
Preferred Stock constituting such Series E Preferred
Stock shall be 4,500,000. Such number of shares of
Series E Preferred Stock may be adjusted hereafter by
appropriate action of the Board of Directors. The
Series E Preferred Stock shall have a stated value of
$25.00 per share (the "Stated Value").

2. DIVIDENDS AND DISTRIBUTIONS.

(a) The holders of shares of Series E Preferred
Stock, in preference to the holders of the $5.00 par
value common stock of the Corporation (the "UPC
Common Stock") shall be entitled to receive when, as
and if declared by the Board of Directors, out of
funds legally available for the purpose, cumulative
cash dividends payable quarterly at the annual rate
of 8% of the Stated Value thereof on the fifteenth
day (or, if such fifteenth day should not be a
Business Day, on the next Business Day) of February,
May, August and November in each year (a "Quarterly
Dividend Payment Date"), in respect of the Quarterly
Dividend Period next preceding such fifteenth day,
and no other dividend or dividends. Such dividends
shall be payable to holders of record of the Series E
Preferred Stock on such date as may be fixed by the
Board of Directors which date shall not be more than
30 nor less than 10 days prior to the applicable
Quarterly Dividend Payment Date. As used herein, a
"Quarterly Dividend Period" means a period of three
calendar months ending on the last day of January,
April, July and October. Subject to the provisions of
paragraph (c) of Article Sixth of the Charter,
dividends on account of arrears for any past
Quarterly Dividend Period(s) may be declared and paid
at any time designated by the Board of Directors,
without reference to any regular Quarterly Dividend
Payment Date, to holders of record on such date as
may be fixed by the Board of Directors, which date
shall not be more than 30 nor less than 10 days
preceding the designated payment date. The amount of
dividend per share payable for any Quarterly Dividend
Period less than a full Quarterly Dividend Period
shall be computed on the basis of a 360-day year of
twelve 30-day months and the actual number of days
elapsed in the period with respect to which it is
payable.

(b) Preferred dividends upon shares of Series E
Preferred Stock shall commence to accrue and be
cumulative from the day upon which the original
issuance of shares of Series E Preferred Stock shall
occur.

(c) No interest, or sum of money in lieu of interest,
shall be payable in respect of any dividend payment
or payments which may be in arrears.

(d) For purposes hereof, a "Business Day" shall mean
any day on which commercial banks in the City of
Memphis, Tennessee, are required to be open for the
transaction of their general banking businesses.


3. NO PREEMPTIVE RIGHTS. The holders of shares of Series
E Preferred Stock shall not be entitled, as of right,
to purchase or subscribe for any part of the unissued
Series E Preferred Stock, any UPC Common Stock,

Page 16 of Union Planters Corporation Charter

<PAGE> 67


or any other capital stock of the Corporation, or to
purchase or subscribe for any bonds, certificates of
indebtedness, debentures, or other securities
convertible into, or carrying options, warrants or
rights to purchase, any stock or other securities of
the Corporation, or to purchase or subscribe for any
stock or any securities of the Corporation purchased
by the Corporation or by its nominee or nominees, or
to have any other preemptive rights now or hereafter
defined by the laws of the State of Tennessee.

4. LIQUIDATION. In the event of the voluntary or
involuntary liquidation, dissolution or winding up of
the affairs of the Corporation, the holders of Series
E Preferred Stock shall be entitled to receive, after
payment or provision for payment of all debts but
before any distribution of assets may be made to the
holders of UPC Common Stock or any other stock of the
Corporation ranking junior to the Series E Preferred
Stock as to the distribution of assets on
liquidation, dissolution or winding up of the
Corporation, out of assets of the Corporation
available for distributions to its shareholders,
$25.00 per share (the "Liquidation Value"), plus, in
each case, accrued and unpaid dividends thereon from
(but not including) the day of original issuance to
the date of payment thereof. After such payment has
been made in full to the holders of the outstanding
shares of Series E Preferred Stock (or funds
necessary for such payment have been set aside in
trust for the account of such holders so as to be and
to continue to be available therefor), the holders of
Series E Preferred Stock shall be entitled to no
further distributions, and the remaining assets of
the Corporation shall be divided and distributed
among the holders of UPC Common Stock (subject to any
senior rights of any holders of any other capital
stock of the Corporation entitled to participate with
the UPC Common Stock as to the distribution of
assets) then outstanding according to their
respective rights as shareholders. If, upon any
liquidation, dissolution or winding up of the
Corporation, the net assets of the Corporation, or
proceeds thereof available for distribution among the
holders of Series E Preferred Stock should be
insufficient to permit payment in full of the
preferential amount aforesaid and liquidating
payments on any other Preferred Stock ranking, as to
liquidation, dissolution or winding up, on a parity
with the Series E Preferred Stock, then such assets,
or the proceeds thereof, shall be distributed among
the holders of Series E Preferred Stock and the
holders of any such other Preferred Stock ranking on
a parity with the Series E Preferred Stock ratably in
accordance with the respective amounts which would be
payable on such shares of Series E Preferred Stock
and on any such other Preferred Stock ranking on a
parity with the Series E Preferred Stock if all
amounts payable thereon were paid in full. Neither
the consolidation or merger of the Corporation with
or into any other corporation or corporations, nor a
reorganization of the Corporation alone, nor the sale
or transfer by the Corporation of all or
substantially all of its assets shall be deemed a
"liquidation, dissolution or winding up of the
Corporation" within the meaning of this paragraph 4.

5. RIGHT OF HOLDERS OF SERIES E SHARES TO VOTE.

(a) Except as hereinafter provided for and as
otherwise from time to time required by law, the
Series E Preferred Stock shall have no voting rights
except for those which may be required by the laws of
the State of Tennessee.

(b) So long as any shares of Series E Preferred Stock
remain outstanding, the consents of the holders of at
least two-thirds (2/3ds) of the shares of Series E
Preferred Stock outstanding at the time (voting
separately as a class together with all other series
of Preferred Stock of the Corporation ranking on a
parity with the Series E Preferred Stock either as to
dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which
like voting rights have been conferred and are
exercisable) given in person or by proxy, either in
writing or at any special or annual meeting called
for the purpose, shall be necessary to permit, effect
or validate any one or more of the following actions:

(i) the authorization, creation or issuance
of a new class or series of shares of
capital stock of the Corporation having
rights, preferences or privileges senior to
the Series E Preferred Stock, or any
increase in the number of authorized shares
of any class or series having rights,
preferences or privileges senior to the
Series E Preferred Stock; or

(ii) the amendment, alteration or repeal,
whether by merger, consolidation or
otherwise, of any of the provisions of the
Corporation's Charter which would materially
and adversely affect any right, preference,
privilege or voting power of the Series E
Preferred Stock or of the holders thereof;
PROVIDED, HOWEVER, that any increase in the
amount of authorized UPC Common Stock or
Preferred Stock or the authorization,
creation or issuance of any other series of
UPC Common Stock or Preferred Stock, in each
case ranking on a parity with, or junior to
the Series E Preferred Stock with respect to
the payment of dividends and the
distribution of assets upon liquidation,
dissolution or winding up, shall not be
deemed to "materially and adversely affect"
such rights, preferences, privileges or
voting powers of the Series E Preferred
Stock.

(c) The foregoing voting provisions shall not apply
if, at or prior to the time when the act with respect
to which such vote would otherwise be required shall
be effected (i) all outstanding shares of Series E
Preferred Stock shall have been redeemed or called
for redemption and (ii) funds shall have been
deposited in trust in an amount sufficient to effect
such redemption as provided herein.

Page 17 of Union Planters Corporation Charter

<PAGE> 68

6. REDEMPTION.

(a) The shares of Series E Preferred Stock shall be
redeemable, in whole or in part, only at the option
of the Corporation by resolution of its Board of
Directors but only with the prior consent of the
Board of Governors of the Federal Reserve System, or
of the appropriate Federal Reserve Bank acting under
delegated authority, or their successors, at any time
and from time to time on or after March 31, 1997, at
a price "Redemption Price" of $25.00 per share, plus
all dividends accrued and unpaid on such Series E
Preferred Stock from (but not including) the day of
original issuance up to the Redemption Date (as
defined below). Notwithstanding the foregoing
sentence of this Section, the Corporation may acquire
Series E Preferred Stock in any other lawful manner
permitted by its Charter or Bylaws.

(b) In the event that less than the entire amount of
Series E Preferred Stock outstanding is to be
redeemed at any one time, the shares to be redeemed
shall be selected by lot or pro rata (as nearly as
may be) or by any other method determined by the
Board of Directors of the Corporation in its sole
discretion to be equitable.

(c) Notice of any redemption, whether whole or
partial, shall be given by United States first class
mail, postage prepaid, deposited in the mail not less
than 30 nor more than 60 days prior to the Redemption
Date, addressed to each holder of record of the
shares selected for redemption at such holders'
respective addresses as the same shall appear on the
stock register of the Corporation. Each such notice
shall state: (1) the date designated by the Board of
Directors as the "Redemption Date"; (2) the number of
shares of Series E Preferred Stock to be redeemed
and, if less than all the shares held by such holder
are to be redeemed, the number of such shares to be
redeemed from such holder; (3) the Redemption Price
and the manner in which the Redemption Price is to be
paid and delivered; (4) the place or places where
certificates representing and evidencing such shares
are to be surrendered for payment of the Redemption
Price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such Redemption
Date. No failure to mail such notice or any defect
therein or in the mailing thereof shall affect the
validity of the proceedings for redemption. Any
notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether
or not the holder receives the notice. On the
Redemption Date, or on such earlier date as the Board
of Directors shall designate for payment of the
Redemption Price (unless the Corporation shall
default in the payment of the Redemption Price as set
forth in such notice), the holders of shares of
Series E Preferred Stock selected for redemption and
to whom notice has been duly given shall cease to be
shareholders with respect to such shares of Series E
Preferred Stock and shall have no interest in, or
claim against the Corporation by virtue thereof and
shall have no dividend, voting or other rights with
respect to such shares except the right to receive
the moneys payable upon such redemption from the
Corporation or otherwise, without interest thereon,
upon surrender (and proper endorsement, if required
by the Corporation) of the certificates, and the
shares represented thereby shall no longer be deemed
to be outstanding. The Corporation's obligation to
provide funds for redemption shall be deemed
fulfilled if, on or before the Redemption Date, the
Corporation shall have deposited with a bank or trust
company (which may be an affiliate of the
Corporation), having an office or agency in Memphis,
Tennessee, having a capital and surplus of at least
$50,000,000, or with any other such bank or trust
company located in the continental United States as
may be designated from time to time by the
Corporation, funds necessary for such redemption, in
trust, with irrevocable instructions that such funds
be applied to the redemption of the shares of Series
E Preferred Stock so called for redemption. Any
interest accrued on such funds shall be paid to the
Corporation from time to time. Any funds so deposited
and unclaimed at the end of six years from such
Redemption Date shall be repaid or released to the
Corporation, after which the holder or holders of
such shares of Series E Preferred Stock so called for
redemption shall look only to the Corporation for
payment of the Redemption Price. Upon redemption of
Series E Preferred Stock in the manner set out
herein, or upon the purchase of Series E Preferred
Stock by the Corporation, the Series E Preferred
Stock so acquired by the Corporation shall be retired
and canceled and shall be restored to the status of
authorized but unissued shares of Preferred Stock,
without designation as to series, and may thereafter
be issued, but not as shares of Series E Preferred
Stock.

7. RANKING.

(a) Any class or series of stock of the Corporation
shall be deemed to rank:

(i) "senior to" the Series E Preferred Stock
if the holders of such class or series shall
be entitled to the receipt of dividends or
of amounts distributable upon liquidation,
dissolution or winding up, as the case may
be, in preference or priority to the holders
of Series E Preferred Stock; and

(ii) "on a parity with" the Series E
Preferred Stock if the holders of such class
or series of stock and the holders of the
Series E Preferred Stock shall be entitled
to the receipt of dividends or of amounts
distributable upon liquidation, dissolution
or winding up, as the case may be, in
proportion to their respective dividend
rates or liquidation prices, without
preference or priority one over the other
whether or not the dividend rates, dividend
payment dates or redemption or liquidation
prices

Page 18 of Union Planters Corporation Charter

<PAGE> 69

per share of such other class or series of
stock are different from those of the Series
E Preferred Stock

(b) The Series E Preferred Stock shall rank on a
parity with the Corporation's Series B Preferred
Stock, the Corporation's Series C Preferred Stock,
the Corporation's Series D Preferred Stock and the
Corporation's Series A Preferred Stock, if and when
shares of such Series A Preferred Stock should be
issued.

8. CONVERSION OF SERIES E PREFERRED STOCK. The
registered holders of shares of Series E Preferred
Stock shall have the right, at their option, to
convert such shares into shares of UPC Common Stock
(and, upon the occurrence of a certain type of
merger, into other assets) on the following terms and
conditions:

(a) The registered holders of the Series E Preferred
Stock shall have the right at any time after the date
of its original issuance but prior to the Redemption
Date designated in the notice of redemption given to
such holders in accordance with the provisions of
Section 6, to convert each share of the Corporation's
Series E Preferred Stock registered in the name of
such holders into 1.25 shares of the Corporation's
Common Stock having a par value of $5.00 per share.
The Series E Preferred Stock shall not be convertible
into any other class or classes or any other series
of any class or classes of capital stock (or any
other equity or debt security) of the Corporation.

(b) On presentation and surrender to the Corporation
at any office or agency maintained for the transfer
of the Series E Preferred Stock (the "Transfer
Agent") of the certificates representing and
evidencing Series E Preferred Stock so to be
converted, duly endorsed for conversion, the holder
of such Series E Preferred Stock shall be entitled,
subject to the limitations herein contained, to
receive in exchange therefor a certificate or
certificates for fully paid and nonassessable shares,
and cash for fractional shares (if any) of UPC Common
Stock or other securities pursuant to subsection (d)
below on the basis set forth. The Series E Preferred
Stock shall be deemed to have been converted and the
person converting the same shall be deemed to have
become the holder of record of UPC Common Stock, for
the purpose of receiving dividends and for all other
purposes whatsoever as of the date when the
certificate or certificates representing and
evidencing such Series E Preferred Stock shall have
been surrendered to the Transfer Agent as aforesaid.
The holder of Series E Preferred Stock shall be
responsible for selection of the method of delivery
to the Transfer Agent of any share certificates
intended to be surrendered for conversion and the
Corporation shall have no risk or liability for the
loss or late delivery of certificates for conversion.
Properly endorsed certificates must be physically
received by the Transfer Agent no later than the
close of business on the Business Day next preceding
the designated Redemption Date in order for the
conversion to become effective. The Corporation shall
not be required to make any such conversion, and no
surrender of the Series E Preferred Stock shall be
effective for such purposes, while the books for the
transfer of either class of stock are closed for any
purpose, but the surrender of such shares of Series E
Preferred Stock for conversion during any period
while such books are closed shall become effective
for all purposes of conversion immediately upon the
reopening of such books, as if the conversion had
been made on the date such shares of Series E
Preferred Stock were surrendered.

(c) If at any time, or from time to time, the
Corporation should (i) declare and pay on, or in
respect of, the UPC Common Stock any dividend payable
in shares of UPC Common Stock; or (ii) subdivide the
outstanding shares of UPC Common Stock into a greater
number of shares, or contract the number of
outstanding shares of Series E Preferred Stock by
combining such shares into a smaller number of
shares; or (iii) contract the number of outstanding
shares of the UPC Common Stock by combining such
shares into a smaller number of shares, or (iv)
subdivide the outstanding shares of Series E
Preferred Stock into a greater number of shares of
Series E Preferred Stock, the Conversion Ratio shall
be proportionately adjusted as of such time.

(d) If the Corporation should consolidate with, or
merge into any corporation or reclassify outstanding
shares of UPC Common Stock (other than by way of
subdivision or contraction of such shares), each
share of Series E Preferred Stock shall thereafter be
convertible into the number of shares of stock or
other securities or property of the Corporation, or
of the entity resulting from such consolidation or
merger, to which a holder of the number of shares of
UPC Common Stock deliverable upon conversion of such
share of Series E Preferred Stock would have been
entitled upon such consolidation, merger or
reclassification, had the holder of such share of
Series E Preferred Stock exercised his right of
conversion and had such shares been issued and
outstanding and had such holder been the holder of
record of such UPC Common Stock at the time of such
consolidation, merger or reclassification and the
Corporation shall make lawful provision therefor as a
part of such consolidation, merger or
reclassification.

(e) Whenever the conversion ratio or the type of
consideration other than UPC Common Stock receivable
by the holder upon conversion of the Series E
Preferred Stock is required to be adjusted, as herein
provided, the Corporation shall promptly file with
the transfer agent for the UPC Common Stock and
simultaneously provide to each holder of record of
Series E Preferred Stock a statement signed by the
President or a Vice President or the Secretary or the
Treasurer setting forth the adjusted conversion ratio
and, if applicable, a description of the
consideration receivable upon consummation,
determined as so provided. Such statement

Page 19 of Union Planters Corporation Charter

<PAGE> 70

shall set forth in reasonable detail such facts as
may be necessary to show the reason for and the
manner of computing such adjustments.

(f) The Corporation shall pay any and all taxes which
may be imposed upon it with respect to the issuance
and delivery of UPC Common Stock upon the conversion
of the Series E Preferred Stock as herein provided.
The Corporation shall not be required in any event to
pay any transfer or other taxes by reason of the
issuance of such UPC Common Stock in names other than
those in which the Series E Preferred Stock
surrendered for conversion may stand, and no such
conversion or issuance of UPC Common Stock shall be
made unless and until the person requesting such
issuance has paid to the Corporation the amount of
any such tax, or has established to the satisfaction
of the Corporation and its transfer agent, if any,
that such tax has been paid or is not required. Upon
any conversion of Series E Preferred Stock as herein
provided, no adjustment or allowance shall be made
for dividends on the Series E Preferred Stock so
converted, and all rights to dividends, if any, shall
cease and be deemed satisfied; PROVIDED, HOWEVER,
that nothing in this section shall be deemed to
relieve the Corporation from its obligation to pay
any dividends which shall have been declared and
shall be payable to holders of Series E Preferred
Stock of record as of a date prior to such conversion
even though the payment date for such dividend may be
subsequent to the date of conversion.

(g) If any shares of Series E Preferred Stock should
be converted into UPC Common Stock at a time when the
UPC Common Stock into which such Series E Preferred
Stock is convertible has attached or attributable
thereto Rights issued pursuant to the UPC Share
Purchase Rights Agreement, the surrender of such
Series E Preferred Stock shall effectively cancel all
Rights attached or attributable to the share(s) of
Series E Preferred Stock so converted.

9. RESERVATION OF UPC COMMON STOCK. The Corporation
shall, so long as any of the Series E Preferred Stock
shall remain outstanding, reserve and keep available
out of its authorized and unissued UPC Common Stock,
solely for the purpose of effecting the conversion of
the Series E Preferred Stock, such number of shares
of UPC Common Stock as shall, from time to time, be
sufficient to effect the conversion of all shares of
the Series E Preferred Stock then outstanding. The
Corporation shall, from time to time, increase its
authorized UPC Common Stock and take such other
actions as may be necessary to permit the issuance
from time to time of the shares of the UPC Common
Stock, as fully paid and nonassessable shares, upon
the conversion of the Series E Preferred Stock in the
manner herein provided.

10. DEBT OBLIGATIONS. The Corporation, at any time and
from time to time, may authorize the issuance of debt
obligations, whether or not subordinated, without the
approval of any of its shareholders.

11. DEFINITIONS. For purposes of subparagraph (j) of
Article Sixth of the Charter:

(a) The term "outstanding", when used in reference to
shares of stock, shall mean shares which are
authorized and issued, excluding shares held by the
Corporation or by a subsidiary of the Corporation
(other than in a fiduciary capacity), and excluding
shares called for redemption, funds for the
redemption of which shall have been set aside by the
Corporation or deposited in trust in the manner
provided herein;

(b) The amount of dividends "accrued" on any share of
Series E Preferred Stock as of the last day of the
applicable Quarterly Dividend Period (the "Quarterly
Dividend Date") shall be deemed to be the amount of
any unpaid dividends accumulated thereon to and
including such Quarterly Dividend Date, whether or
not earned or declared, and the amount of dividends
"accrued" on any shares of Series E Preferred Stock
as at any date other than a Quarterly Dividend Date
shall be deemed to be (i) the amount of any unpaid
dividends accumulated thereon to and including the
last preceding Quarterly Dividend Date, whether or
not earned or declared, plus (ii) an amount
calculated on the basis of the annual dividend rate
fixed for the shares of Series E Preferred Stock (8%)
for the period subsequent to such last preceding
Quarterly Dividend Date to and including the date as
of which the calculation is made, based on a 360-day
year of 12 consecutive 30-day months and the actual
number of days elapsed in the latter period.

SERIES F PREFERRED STOCK

(f) Pursuant to the authority vested in the Board of Directors in
accordance with the provisions of this ARTICLE SIXTH of the Charter,
the Board of Directors does hereby create, authorize and provide for
the issuance of Series F Preferred Stock out of the class of 10,000,000
shares of preferred stock, no par value (the "Preferred Stock"), having
the voting powers, designation, relative, participating, optional and
other special rights, preferences, and qualifications, limitations and
restrictions thereof that are set forth as follows:

1. DESIGNATION AND AMOUNT. The shares of such series
shall be designated as Series F Preferred Stock
("SERIES F PREFERRED STOCK") and the number of shares
constituting such series shall be 300,000. Such
number of shares may be adjusted by appropriate
action of the Board of Directors.

2. DIVIDENDS AND DISTRIBUTIONS.

Page 20 of Union Planters Corporation Charter

<PAGE> 71

(a) Subject to the prior and superior rights of the
holders of any shares of any other series of
Preferred Stock or any other shares of preferred
stock of the Corporation ranking prior and superior
to the shares of Series F Preferred Stock with
respect to dividends, each holder of one
ten-thousandth (1/10,000) of a share (a "Unit") of
Series F Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of
Directors out of funds legally available for that
purpose, (i) dividends payable in cash on the 1st day
of January, April, July and October in each year
(each such date being a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of such Unit of
Series F Preferred Stock, in an amount per Unit
(rounded to the nearest cent) equal to the greater of
(x) $.01 or (y) subject to the provision for
adjustment hereinafter set forth, the aggregate per
share amount of all cash dividends declared on shares
of the common stock of the Corporation, par value
$5.00 per share, (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of a
Unit of Series F Preferred Stock, and (ii) subject to
the provision for adjustment hereinafter set forth,
quarterly distributions (payable in kind) on each
Quarterly Dividend Payment Date in an amount per Unit
equal to the aggregate per share amount of all
non-cash dividends or other distributions (other than
a dividend payable in shares of Common Stock or a
subdivision of the outstanding share of Common Stock,
by reclassification or otherwise) declared on shares
of Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or with respect to
the first Quarterly Dividend Payment Date, since the
first issuance of a Unit of Series F Preferred Stock.
In the event that the Corporation shall at any time
after January 19, 1999 (the "Rights Declaration
Date") (i) declare or pay any dividend on outstanding
shares of Common Stock payable in shares of Common
Stock, or (ii) subdivide outstanding shares of Common
Stock or (iii) combine outstanding shares of Common
Stock into a smaller number of shares, then in each
such case the amount to which the holder of a Unit of
Series F Preferred Stock was entitled immediately
prior to such event pursuant to the preceding
sentence shall be adjusted by multiplying such amount
of a fraction the numerator of which shall be the
number of shares of Common Stock that are outstanding
immediately after such event and the denominator of
which shall be the number of shares of Common Stock
that were outstanding immediately prior to such
event.

(b) The Corporation shall declare a dividend or
distribution on Units of Series F Preferred Stock as
provided in paragraph (a) above immediately after it
declares a dividend or distribution on the shares of
Common Stock (other than a dividend payable in shares
of Common Stock); provided, however that, in the
event no dividend or distribution shall have been
declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend payment Date, a
dividend of $.01 per Unit on the Series F Preferred
Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

(c) Dividends shall begin to accrue and shall be
cumulative on each outstanding Unit of Series F
Preferred Stock from the Quarterly Dividend Payment
Date next preceding the date of issuance of such Unit
of Series F Preferred Stock, unless the date of
issuance of such Unit is prior to the record date for
the First Quarterly Dividend Payment Date, in which
case, dividends on such Unit shall begin to accrue
from the date of issuance of such Unit, or unless the
date of issuance is a Quarterly Dividend Payment Date
or is a date after the record date for the
determination of holders of Units of Series F
Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends
shall not bear interest. Dividends paid on Units of
Series F Preferred Stock in an amount less than the
aggregate amount of all such dividends at the time
accrued and payable on such Units shall be allocated
pro rata on a unit-by-unit basis amount all Units of
Series F Preferred Stock at the time outstanding. The
Board of Directors may fix a record date for the
determination of holders of Units of Series F
Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to
the date fixed for the payment thereof.

3. VOTING RIGHTS. The holders of Units of Series F
Preferred Stock shall have the following voting
rights.

(a) Subject to the provision for adjustment
hereinafter set forth, each Unit of Series F
Preferred Stock shall entitle the holder thereof to
one vote on all matters submitted to a vote of the
shareholders of the Corporation. In the event the
Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on
outstanding shares of Common Stock payable in shares
of Common Stock, (ii) subdivide outstanding shares of
Common Stock or (iii) combine the outstanding shares
of Common Stock into a smaller number of shares, then
in each such case the number of votes per Unit to
which holders of Units of Series F Preferred Stock
were entitled immediately prior to such event shall
be adjusted by multiplying such number by a fraction,
the numerator of which shall be the number of shares
of Common Stock outstanding immediately after such
event and the denominator of which shall be the
number of shares of Common Stock that were
outstanding immediately prior to such event.

(b) Except as otherwise provided herein or by law,
the holders of Units of Series F Preferred Stock and
the holders of shares of Common Stock shall vote
together as one class on all matters submitted to a
vote of shareholders of the Corporation.

Page 21 of Union Planters Corporation Charter

<PAGE> 72

(c) Except as set forth herein or required by law,
holders of Units of Series F Preferred Stock shall
have no special voting rights and their consent shall
not be required (except to the extent they are
entitled to vote with holders of shares of Common
Stock as set forth herein) for the taking of any
corporate action.

4. CERTAIN RESTRICTIONS.

(a) Whenever quarterly dividends or other dividends
or distributions payable on Units of Series F
Preferred Stock as provided in paragraph 2 are in
arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared,
on outstanding Units of Series F Preferred Stock
shall have been paid (or set aside for payment) in
full, the Corporation shall not:

(i) declare or pay dividends on, make any
other distributions or redeem or purchase or
otherwise acquire for consideration any
shares of stock ranking junior to the Series
F Preferred Stock;

(ii) declare or pay dividends on or make any
other distributions on any shares of stock
ranking on a parity as to dividends with the
Series F Preferred Stock, except for
dividends paid ratably on Units of Series F
Preferred Stock and shares of all such
parity stock on which dividends are payable
or in arrears in proportion to the total
amounts to which the holders of such Units
and all such shares are then entitled;

(iii) redeem or purchase or otherwise
acquire for consideration shares of any
stock ranking on a parity (either as to
dividends or upon liquidation, dissolution
or winding up) with the Series F Preferred
Stock, provided, however, that the
Corporation may at any time redeem, purchase
or otherwise acquire shares of any such
parity stock in exchange for shares of any
stock ranking junior (both as to dividends
and upon liquidation, dissolution or winding
up) to the Series F Preferred Stock; or

(iv) purchase or otherwise acquire for
consideration any Units of Series F
Preferred Stock, except in accordance with a
purchase offer made in writing or by
publication (as determined by the Board of
Directors) to all holders of such Units.

(b) The Corporation shall not permit any subsidiary
of the Corporation to purchase or otherwise acquire
for consideration any shares of stock of the
Corporation unless the Corporation could, under
paragraph (a) of this paragraph 4, purchase or
otherwise acquire such shares at such time and in
such manner.

5. REACQUIRED SHARES. Any Units of Series F Preferred
Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof.
All such Units shall, upon their cancellation, become
authorized but unissued Units of Preferred Stock and
may be reissued as part of a new series of Preferred
Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.

6. LIQUIDATION, DISSOLUTION OR WINDING UP.

(a) Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, no
distribution shall be made (i) to the holders of
shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding
up) to the Series F Preferred Stock unless the
holders of Units of Series F Preferred Stock shall
have received, subject to adjustment as hereinafter
provided in paragraph (b), the greater of either (y)
$180.00 per Unit plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether
or not earned or declared, to the date of such
payment, or (z) the amount equal to the aggregate per
share amount to be distributed to holders of shares
of Common Stock, or (ii) to the holders of shares of
stock ranking on a parity upon liquidation,
dissolution or winding up with the Series F Preferred
Stock, unless simultaneously therewith distributions
are made ratably on Units of Series F Preferred Stock
and all other shares of such parity stock in
proportion to the total amounts to which the holders
of Units of Series F Preferred Stock are entitled
under Clause (i)(y) of this sentence and to which the
holders of such shares of such parity stock are
entitled, in each case upon such liquidation
dissolution or winding up.

(b) in the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any
dividend on outstanding shares of Common Stock
payable in shares of Common Stock, or (ii) subdivide
outstanding shares of Common Stock, or (iii) combine
outstanding shares of Common Stock into a smaller
number of shares, then in each such case the
aggregate amount to which holders of Units of Series
F Preferred Stock were entitled immediately prior to
such event pursuant to clause (i)(z) of paragraph (1)
of this paragraph 6 shall be adjusted by multiplying
such amount by a fraction the numerator of which
shall be the number of shares of Common Stock that
are outstanding immediately after such event and the
denominator of which shall be the number of shares of
Common Stock that were outstanding immediately prior
to such event.

Page 22 of Union Planters Corporation Charter

<PAGE> 73

7. SHARE EXCHANGE, MERGER, ETC. In case the Corporation
shall enter into any share exchange, merger,
combination or other transaction in which the shares
of Common Stock are exchanged for or converted into
other stock or securities, cash and/or any other
property, then in any such case Units of Series F
Preferred Stock shall at the same time be similarly
exchanged for or converted into an amount per Unit
(subject to the provision for adjustment hereinafter
set forth) equal to the aggregate amount of stock,
securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which
each share of Common Stock is converted or exchanged.
In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare any dividend
on outstanding shares of Common Stock payable in
shares of Common Stock, or (ii) subdivide outstanding
shares of Common Stock, or (iii) combine outstanding
Common Stock into a smaller number of shares, then in
each such case the amount set forth in the
immediately preceding sentence with respect to the
exchange or conversion of shares of Series F
Preferred Stock shall be adjusted by multiplying such
amount by a fraction the numerator of which shall be
the number of shares of Common Stock that are
outstanding immediately after such event and the
denominator of which shall be the number of shares of
Common Stock that were outstanding immediately prior
to such event.

8. REDEMPTION. The Units of Series F Preferred Stock
shall not be redeemable at the option of the
Corporation or any holder thereof. Notwithstanding
the foregoing sentence of this Section, the
Corporation may acquire Units of Series F Preferred
Stock in any other manner permitted by law and the
Charter or Bylaws of the Corporation.

9. RANKING. The Units of Series F Preferred Stock shall
rank junior to all other series of the Preferred
Stock and to any other class of preferred stock that
hereafter may be issued by the Corporation as to the
payment of dividends and the distribution of assets,
unless the terms of any such series or class shall
provide otherwise.

10. AMENDMENT. The Charter, including without limitation
the provisions hereof, shall not hereafter be
amended, either directly or indirectly, or through
merger or share exchange with another corporation, in
any manner that would alter or change the powers,
preferences or special rights of the Series F
Preferred Stock so as to affect the holders thereof
adversely without the affirmative vote of the holders
of a majority or more of the outstanding Units of
Series F Preferred Stock, voting separately as a
class.

11. FRACTIONAL SHARES. The Series F Preferred Stock may
be issued in Units or other fractions of a share,
which Units or fractions shall entitle the holder, in
proportion to such holder's fractional shares, to
exercise voting rights, receive dividends,
participate in distributions and to have the benefit
of all other rights of holders of Series F Preferred
Stock.


COMMON STOCK

(a) Shares of Common Stock may be issued at such time or times and for
such consideration or considerations (not less than the par value
thereof) as the Board of Directors may deem advisable subject to such
limitations as may be set forth in the laws of the State of Tennessee
or the Charter or the Bylaws of the Corporation.

(b) Except as provided by law or this Charter, each holder of Common
Stock shall have one vote in respect of each share of stock held by him
of record on the books of the Corporation on all matters voted upon by
the shareholders.

(c) Subject to the preferential dividend rights, if any, applicable to
shares of Preferred Stock and subject to applicable requirements, if
any, with respect to the setting aside of sums for purchase, retirement
or sinking funds for Preferred Stock, the holders of Common Stock shall
be entitled to receive, to the extent permitted by law, such dividends
as may be declared from time to time by the Board of Directors.

(d) In the event of the voluntary or involuntary liquidation,
dissolution, distribution of assets or winding up of the Corporation,
after distribution in full of the preferential amounts, if any, to be
distributed to the holders of shares of Preferred Stock, holders of
Common Stock shall be entitled to receive all of the remaining assets
of the Corporation of whatever kind available for distribution to
stockholders ratably in proportion to the number of shares of Common
Stock held by them respectively. The Board of Directors may distribute
in kind to the holders of Common Stock such remaining assets of the
Corporation or may sell, transfer or otherwise dispose of all or any
part of such remaining assets to any other person, corporation, trust,
or other entity and receive payment therefor in cash, stock or
obligations of such other corporation, trust or entity, or any
combination thereof, and may sell all or any part of the consideration
so received and distribute any balance thereof in kind to holders of
Common Stock. Neither the merger or consolidation of the Corporation
into or with any other corporation, nor the merger of any other
corporation into it, nor any purchase or redemption of shares of stock
of the Corporation of any class, shall be deemed to be a dissolution,
liquidation or winding up of the Corporation for the purposes of this
paragraph.

(e) Such numbers of shares of Common Stock as may from time to time be
required for such purpose shall be reserved for issuance (i) upon
conversion of any shares of Preferred Stock or any other obligation of
the Corporation convertible into shares of Common Stock which is at the
time outstanding or issuable upon exercise of any options or warrants
at the time outstanding, and (ii) upon exercise of any options or
warrants at the time outstanding to purchase shares of Common Stock.

Page 23 of Union Planters Corporation Charter

<PAGE> 74

SEVENTH: MINIMUM CAPITAL TO COMMENCE BUSINESS:

The Corporation will not commence business until consideration of one thousand
dollars ($1,000) has been received for the issuance of shares.


EIGHTH: NO PREEMPTIVE RIGHTS:

Neither the holders of Common Stock, nor the holders of Preferred Stock nor the
holders of any securities convertible into, exchangeable for or carrying any
rights to subscribe to any class of capital stock of the Corporation shall, as
such holders, have any right to acquire, purchase or subscribe for any shares of
the Common Stock or Preferred Stock of the Corporation or any class of capital
stock or any securities convertible into, exchangeable for, or carrying any
rights to subscribe to, shares of Common Stock or any such other class of
capital stock of the Corporation, which it may hereafter issue or sell (whether
out of the number of shares now or hereafter authorized by this Charter, or out
of any shares of the Common Stock or other capital stock of the Corporation
acquired by it after the issuance thereof, or otherwise), other than such right,
if any, as the Board of Directors of the Corporation in its discretion may
determine.

NINTH: DIRECTORS:

The number of directors of the Corporation shall be such number, not less than
seven (7) nor more than twenty-five (25), as shall be provided from time to time
in the Bylaws, provided that no amendment to the Bylaws decreasing the number of
directors shall have the effect of shortening the term of any incumbent
director, and provided further that no action shall be taken by the directors
(whether through amendment of the Bylaws or otherwise) to increase the number of
directors as provided in the Bylaws from time to time unless at least sixty-six
and two-thirds percent (66-2/3%) of the directors then in office shall concur in
said action. Directors need not be shareholders of the Corporation nor need they
be residents of Tennessee.

The Board of Directors shall be divided into three classes of directors which
shall be designated Class I, Class II and Class III. Such classes shall be as
nearly equal in number as the then total number of directors constituting the
entire board shall permit, with the terms of office of all members of one class
expiring each year. Should the number of directors fixed by the Bylaws not be
equally divisible by three, the excess director or directors shall be assigned
to Classes III or II as follows: (i) if there shall be an excess of one
directorship over a number equally divisible by three, such extra directorship
shall be classified in Class III; and (ii) if there be an excess of two
directorships over a number equally divisible by three, one shall be classified
in Class II and the other in Class III. At the annual meeting of shareholders in
1981: directors of Class I shall be elected to hold office for a term expiring
at the next succeeding annual meeting; directors of Class II shall be elected to
hold office for a term expiring at the second succeeding annual meeting; and
directors of Class III shall be elected to hold office for a term expiring at
the third succeeding annual meeting. At each annual meeting of shareholders
after 1981, the successors to the members of the class of directors whose terms
shall then expire shall be elected to hold office for a term expiring at the
third succeeding annual meeting, except that the successor to any director who
shall have been elected by the directors to fill a vacancy whose term shall
expire at such meeting shall be elected by the shareholders for a term expiring
at the same time as the terms of other members of the same class. Any director
elected by the Board of Directors to fill a vacancy (whether or not such vacancy
shall have been created by an increase in the number of directors) shall serve
only until the next annual meeting of the shareholders. Notwithstanding the
foregoing, any director whose term shall expire at any annual meeting shall
continue to serve until such time as his successor shall have been duly elected
and shall have qualified unless his position on the Board shall have been
abolished by action taken to reduce the size of the Board prior to said meeting.

Should the number of members of the Corporation's Board as fixed by the Bylaws
be reduced by amendment thereof, the Board shall designate, by the name of the
incumbent(s), the position(s) to be abolished, the first being selected from
Class II should the number of members of that Class exceed the number of members
of Class I, the second being selected from Class III should the number of its
members exceed the number of members of Class I, and others, in sequence from
Classes I, II, III, I, II, III, etc. in that order. Should additional
directorships be created pursuant to amendment of the Bylaws, they shall be
allocated first to Class II and then to Class I as may be required to make equal
the number of directorships in each class. Should the number of directorships be
equal as among the three classes, newly created positions shall be assigned
first to Class III, then to Class II, then to Class I, etc.

Notwithstanding any other provisions of this Charter or the Bylaws (and
notwithstanding the fact that some lesser percentage may be specified by law,
the Charter or the Bylaws of this Corporation), the affirmative vote of the
holders of sixty-six and two-thirds percent (66 2/3%) or more of the outstanding
shares of capital stock of this Corporation entitled to vote generally in the
election of directors (considered for this purpose as one class) shall be
required (a) to amend, alter, change or repeal this ARTICLE NINTH of the Charter
or (b) to remove from office any director of this Corporation whether with or
without cause.

TENTH: NO CUMULATIVE VOTING FOR DIRECTORS:

Directors shall be elected by a plurality of the votes cast in the election. No
cumulative voting shall be permitted with respect to the election of directors.

ELEVENTH: CERTAIN POWERS DEFINED:

The following provisions are hereby adopted for the purpose of defining,
limiting and regulating the powers of the Corporation and of its directors and
shareholders:

Page 24 of Union Planters Corporation Charter

<PAGE> 75

(a) All corporate powers of the Corporation shall be exercised by its
Board of Directors except as otherwise provided by law, provided,
however, that the Board of Directors, by a resolution adopted by a
majority of the entire Board, may designate an Executive Committee
consisting of five (5) or more directors, and other committees,
consisting of five (5) or more directors, and may delegate to such
committee or committees all such authority of the Board that it deems
desirable, except that no such committee or committees, unless
specifically so authorized by the Board, shall have and exercise the
authority of the Board to:

(1) adopt, amend or repeal the Bylaws;

(2) submit to the shareholders of the Corporation any action
requiring shareholders' authorization under the Tennessee
Business Corporation Act;

(3) fill vacancies in the Board or in any committee;

(4) declare dividends or make other corporate distributions;
nor

(5) issue or reissue any Common Stock, or Preferred Stock, or
any obligation of the Corporation exchangeable for or
convertible into its capital stock of any class or any
warrant, right or option to acquire the same.

The Board may designate one or more directors as alternate members of
any such committee, who may replace any absent member or members at any
meeting of such committee. Each such committee shall serve at the
pleasure of the Board. The designation of any such committee shall
serve at the pleasure of the Board. The designation of any such
committee and the delegation thereto of authority shall not relieve any
director of any responsibility imposed by law. To the extent consistent
with law, this Charter and the Bylaws of the Corporation relating to
the conduct of meetings of the Board shall govern meetings of the
Executive and other committees.

(b) Whenever under the Tennessee Business Corporation Act shareholders
are required or permitted to take any action by vote, such action may
be taken without a meeting on written consent, setting forth the action
so taken, signed by all of the persons or entities entitled to vote
thereon. Directors may take any action which they are required or
permitted to take under the Tennessee Business Corporation Act without
a meeting in the same manner.

(c) The Board of Directors shall have the power to adopt, amend or
repeal the Bylaws of the Corporation by a majority vote of the entire
Board, but any Bylaw so adopted by the Board may be further amended or
repealed by action of the shareholders of the Corporation. The Bylaws
may contain any provision for the regulation and management of the
business or affairs of the Corporation not inconsistent with law and
this Charter.

(d) The Board of Directors shall have power from time to time to set
apart out of any funds of the Corporation available for dividends a
reserve or reserves for any proper purpose, and to abolish any such
reserve.

(e) The Board of Directors from time to time shall determine whether
and to what extent and at what times and places and under what
conditions and regulations the accounts and books of the Corporation,
or any of them, shall be open to the inspection of the shareholders,
and no shareholder shall have any right to inspect any account, book or
document of the Corporation except as conferred by statute, the Bylaws
or as authorized by resolution of the Board of Directors.

(f) The Board of Directors of the Corporation, without the vote of the
shareholders, may distribute to its shareholders out of its capital
surplus a portion of its assets, in cash or in property, in accordance
with and subject to the limitations imposed by Section 48-16-401 of the
Tennessee Business Corporation Act, provided however, that no such
distribution shall be made to the holders of any class of shares until
adequate provision shall be made for any sinking fund requirements
applicable to the retirement of Preferred Stock of the Corporation.

(g) The Corporation shall have the right to purchase or otherwise
acquire its own shares in accordance with Section 48-16-302 of the
Tennessee Business Corporation Act to the extent of unreserved and
unrestricted earned surplus available therefor, or, if such unreserved
and unrestricted earned surplus is not available, to the extent of
unreserved and unrestricted capital surplus available therefor.

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.

THIRTEENTH: CHARTER AMENDMENTS:

Page 25 of Union Planters Corporation Charter

<PAGE> 76


The Corporation reserves the right to amend, alter, change or repeal any
provision made in this Charter, in the manner now or hereafter prescribed by the
laws of the State of Tennessee, and all rights conferred herein upon
shareholders and the Board of Directors are granted subject to this reservation.

FOURTEENTH: SPECIAL VOTE IN CERTAIN CASES:

(a) Except as otherwise expressly provided in Paragraph 4 of this
ARTICLE FOURTEENTH, the affirmative vote of the holders of sixty-six
and two-thirds percent (66 2/3%) or more of the outstanding shares of
capital stock of this Corporation entitled to vote generally in the
election of directors, considered for the purposes of this ARTICLE
FOURTEENTH as one class, shall be required to authorize:

(1) any merger or consolidation of this Corporation with or
into any other corporation, or other entity; or

(2) any sale, lease, exchange, or other disposition of all or
substantially all of the assets of this Corporation to or with
any other corporation, person, or other entity, if, as of the
"Date of Determination" as defined in this ARTICLE FOURTEENTH,
such other corporation, person, or entity is the "Beneficial
Owner," directly or indirectly, of ten percent (10%) or more
of the outstanding shares of capital stock of this Corporation
entitled to vote generally in the election of directors,
considered for the purposes of this ARTICLE FOURTEENTH as one
class. Such affirmative vote shall be required notwithstanding
the fact that some lesser percentage may be specified in law
or any agreement with any national securities exchange.

(b) For purposes of this ARTICLE FOURTEENTH, any corporation, person,
or other entity shall be deemed to be the "Beneficial Owner" of any
shares of capital stock of this Corporation (i) which it or any
"Affiliate" or "Associate" of it (as defined in this ARTICLE
FOURTEENTH) has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants, or options, or
otherwise, or (ii) which are "Beneficially Owned," directly or
indirectly (including shares being owned through application of clause
(i) above), by any other corporation, person or entity which is its
"Affiliate" or "Associate" (as defined in this ARTICLE FOURTEENTH) or
with which it or any "Affiliate" or "Associate" or it has any
agreement, arrangement, or understanding for the purpose of acquiring,
holding, voting, or disposing of the capital stock of this
Corporation. For the purposes of this ARTICLE FOURTEENTH, the
outstanding shares of any class of capital stock of this Corporation
shall include shares deemed owned through the application of clauses
(i) and (ii) above but shall not include any other shares which may be
issuable pursuant to any agreement, or upon exercise of conversion
rights, warrants, or options, or otherwise.

(c) The Board of Directors of this Corporation shall have the power and
duty to determine for the purposes of this ARTICLE FOURTEENTH, on the
basis of information then known to it, whether any corporation, person,
or other entity "Beneficially Owns" ten percent (10%) or more of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, or is an "Affiliate" or an
"Associate" (as defined in this ARTICLE FOURTEENTH) or another. Any
such determination by the Board of Directors made in good faith shall
be conclusive and binding for all purposes of this ARTICLE FOURTEENTH.

(d) The provisions of this ARTICLE FOURTEENTH shall not apply to any
merger or consolidation of this Corporation with or into, or any sale,
lease, exchange, or other disposition of any assets of this Corporation
to, any corporation or entity of which a majority of the outstanding
shares of all classes of capital stock entitled to vote generally in
the election of directors, considered for this purpose as one class, is
owned of record or beneficially by this Corporation and its
subsidiaries.

(e) As used in this ARTICLE FOURTEENTH, the following terms shall have
the following meanings:

(1) Affiliate. An "Affiliate" of, or a person "affiliated"
with, a specific person, means a person that directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person
specified.

(2) Associate. The term "Associate" used to indicate a
relationship with any person, means (i) any corporation or
organization (other than this Corporation or a majority-owned
subsidiary of this Corporation) of which such person is an
officer or partner or is, directly or indirectly, the
beneficial owner of ten percent (10%) or more of any class of
equity securities, (ii) any trust or other estate in which
such person has a substantial beneficial interest or as to
which such person serves as trustee or in a similar fiduciary
capacity, (iii) any relative or spouse of such person, or any
relative of such spouse, who has the same home as such person,
or (iv) any investment company registered under the Investment
Company Act of 1940 for which such person or any affiliate of
such person serves as investment adviser.

(3) Date of Determination. The term "Date of Determination"
means (i) the date on which a binding agreement (except for
the fulfillment of conditions precedent, including, without
limitation, votes of shareholders to approve such transaction)
is entered into by this Corporation, as authorized by its
Board of Directors, and another corporation, person or other
entity providing for any merger or consolidation of this
Corporation or any sale, lease, exchange or disposition of all
or substantially all of the assets of this Corporation, as
referred to in Paragraph 1 in this ARTICLE FOURTEENTH; or,
(ii) if such an agreement as referred to in item (i) is
amended so as to make it less favorable to this Corporation
and its shareholders, the date on which such amendment is
approved by the Board of Directors of this Corporation, or,
(iii) in cases where neither item (i) nor item (ii) shall be
applicable, the record date for the determination of
shareholders of this Corporation entitled to notice of and to
vote upon the transaction in question. The Board of Directors
of this Corporation shall have the power and duty to determine
for the purposes of this ARTICLE FOURTEENTH the Date of
Determination

Page 26 of Union Planters Corporation Charter

<PAGE> 77

as to any transaction. Any such determination by the Board of
Directors made in good faith shall be conclusive and binding
for all purposes of this ARTICLE FOURTEENTH.

(f) The provisions of this ARTICLE FOURTEENTH as to the vote required
for any action described herein, shall apply in addition to any other
provision for a vote required with respect to such action by law or
otherwise. Notwithstanding any other provisions of this Charter or the
Bylaws (and notwithstanding the fact that some lesser percentage may be
specified in law, the Charter, or the Bylaws), the affirmative vote of
the holders of sixty-six and two-thirds percent (66 2/3%) or more of
the outstanding shares of capital stock of this Corporation entitled to
vote generally in the election of directors (considered for this
purpose as one class) shall be required to amend, alter, or repeal this
ARTICLE FOURTEENTH.


Restated January 18, 1999
Amended January 18, 1999

Page 27 of Union Planters Corporation Charter

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