SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHENCK STEVE J

(Last)

(First)

(Middle)

P. O. BOX 387

ATTN: LEGAL DIVISION

(Street)

MEMPHIS

38147-

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNION PLANTERS CORP [ UPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO,Union Planters Bank,IN

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/14/2004		A		5,700⁽¹⁾	A	$0	73,428	D
Common Stock	01/15/2004		A		9,000⁽²⁾	A	$0	82,428	D
Common Stock								3,321	I	By 401(K) Plan
Common Stock								633	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	$0							⁽³⁾	⁽³⁾	Common Stock	2,739		2,739	D
Emp.Stock Option(right to buy)	$24.81							10/08/2005	10/08/2012	Common Stock	125,000		125,000	D
Emp.Stock Option(right to buy)	$25.5867							10/10/2002	10/10/2011	Common Stock	112,500		112,500	D
Emp.Stock Option(right to buy)	$26.1667							⁽⁴⁾	12/16/2009	Common Stock	13,875		13,875	D
Emp.Stock Option(right to buy)	$27.375							10/26/2002	10/26/2009	Common Stock	8,625		8,625	D
Emp.Stock Option(right to buy)	$27.98							07/24/2003	12/20/2010	Common Stock	9,848		9,848	D
Emp.Stock Option(right to buy)	$27.98							01/24/2006	01/23/2013	Common Stock	854		854	D
Emp.Stock Option(right to buy)	$30							⁽⁴⁾	03/05/2009	Common Stock	12,000		12,000	D
Emp.Stock Option(right to buy)	$32.04							01/24/2004	12/20/2010	Common Stock	9,874		9,874	D
Emp.Stock Option(right to buy)	$32.04							07/24/2006	07/24/2013	Common Stock	1,540		1,540	D
Emp.Stock Option(right to buy)	$33.1733							10/25/2002	12/20/2010	Common Stock	7,283		7,283	D
Emp.Stock Option(right to buy)	$33.48							10/14/2004	10/14/2013	Common Stock	93,750		93,750	D
Non-Qual. Stock Option	$22.92							12/20/2001	12/20/2010	Common Stock	28,067		28,067	D

Explanation of Responses:

1. Grant of restricted stock acquired under the 1992 Stock Option Incentive Plan. Restriction lapses in l/6 annual increments for a 6 year period.

2. Grant of restricted stock under the Executive Performance Restricted Stock Plan. Restriction lapses in 1/6 annual increments for a 6 yr. period.

3. Phantom stock accrued under UPC Deferred Comp. Plan for Executives during 2000 at prices ranging from $28.58 to $34.48. The units are to be settled in cash upon the reporting person's termination of employment.

4. The option vests in three equal installments beginning on 3/5/00.

	E. James House, Jr./Rebecca Baggett	01/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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