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EXHIBIT 99.3
[FORM OF EXCHANGE AGENCY AGREEMENT]
___________, 1997
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Services Division
Ladies and Gentlemen:
UNION PLANTERS CORPORATION, a Tennessee corporation, as Depositor
("UPC") and UNION PLANTERS CAPITAL TRUST A, a Delaware business trust (the
"Trust") hereby appoint THE FIRST NATIONAL BANK OF CHICAGO ("FNBC") to act as
exchange agent (the "Exchange Agent") in connection with an exchange offer by
UPC and the Trust to exchange up to $200,000,000 aggregate Liquidation Amount of
the Trust's 8.20% Capital Securities due December 12, 2026 (the "New Capital
Securities"), which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a like aggregate Liquidation Amount of the
Trust's outstanding 8.20% Capital Securities due December 12, 2026 (the "Old
Capital Securities" and together with the New Capital Securities, the "Capital
Securities"). The terms and conditions of the exchange offer are set forth in a
Prospectus dated _______________, 1997 (as the same may be amended or
supplemented from time to time, the "Prospectus") and in the related Letter of
Transmittal, which together constitute the "Exchange Offer." The registered
holders of the Capital Securities are hereinafter referred to as the "Holders."
Capitalized terms used herein and not defined shall have the respective meanings
described thereto in the Prospectus.
On the basis of the representations, warranties and agreements of UPC,
the Trust and FNBC contained herein and subject to the terms and conditions
hereof, the following sets forth the agreement between UPC, the Trust and FNBC
as Exchange Agent for the Exchange Offer:
1. APPOINTMENT AND DUTIES AS EXCHANGE AGENT.
a. UPC and the Trust hereby authorize FNBC to act as Exchange Agent in
connection with the Exchange Offer and FNBC agrees to act as Exchange Agent in
connection with the Exchange Offer. As Exchange Agent, FNBC will perform those
services as are outlined herein, including, but not limited to, accepting
tenders of Old Capital Securities and communicating generally regarding the
Exchange Offer with
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