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                                  Exhibit 3(a)

                          Amended and Restated Charter
                                       of
                           Union Planters Corporation


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                          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 hundred and ten million
(110,000,000) 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:

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.

                  Page 1 of Union Planters Corporation Charter
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      (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.

      (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 

                  Page 2 of Union Planters Corporation Charter
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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 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 redee 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;

                  Page 3 of Union Planters Corporation Charter

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                    (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.

                (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:


                  Page 4 of Union Planters Corporation Charter
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           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
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 dividing that number by the number of Series B
Preferred Shares issued in the Merger (the "Conversion Ratio").

                  Page 5 of Union Planters Corporation Charter

<PAGE>   7

                (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. ss.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
reclassification, 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 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 

                  Page 6 of Union Planters Corporation Charter
<PAGE>   8

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:

           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.


                  Page 7 of Union Planters Corporation Charter
<PAGE>   9

           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 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 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

                  Page 8 of Union Planters Corporation Charter


<PAGE>   10

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").

           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.

                  Page 9 of Union Planters Corporation Charter

<PAGE>   11

           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.

                (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 anniversary 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

                  Page 10 of Union Planters Corporation Charter


<PAGE>   12

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
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 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 

                  Page 11 of Union Planters Corporation Charter


<PAGE>   13

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.

           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

      (j) 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").


                  Page 12 of Union Planters Corporation Charter

<PAGE>   14
           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, 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



                  Page 13 of Union Planters Corporation Charter

<PAGE>   15

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.

           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 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 


                  Page 14 of Union Planters Corporation Charter

<PAGE>   16

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 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 

                Page 15 of Union Planters Corporation Charter

<PAGE>   17

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.

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.

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

                  Page 16 of Union Planters Corporation Charter

<PAGE>   18

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:

      (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.


                  Page 17 of Union Planters Corporation Charter

<PAGE>   19

      (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:

      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.


                  Page 18 of Union Planters Corporation Charter


<PAGE>   20

           (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 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 16, 1997
Amended April 16, 1998

                  Page 19 of Union Planters Corporation Charter