<PAGE>   1

      As filed with the Securities and Exchange Commission April 20, 2001.
                             File No. 333-__________

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

                           UNION PLANTERS CORPORATION
               (Exact Name of Issuer as Specified in its Charter)


                 TENNESSEE                                   62-0859007
         (State or Other Jurisdiction of                  (I.R.S. Employer
         Incorporation or Organization)                   Identification Number)

                           7130 GOODLETT FARMS PARKWAY
                            MEMPHIS, TENNESSEE 38018
                                 (901) 580-6596
              (Address, including zip code, and telephone number of
                          Principal Executive Offices)

      JEFFERSON SAVINGS BANCORP, INC. 1993 STOCK OPTION AND INCENTIVE PLAN
                            (Full Title of the Plan)

                                    Copy to:

                               E. JAMES HOUSE, JR.
                  SECRETARY AND MANAGER OF THE LEGAL DEPARTMENT
                           UNION PLANTERS CORPORATION
                           7130 GOODLETT FARMS PARKWAY
                             MEMPHIS, TENNESSEE 38018
                                 (901) 580-6596
                     (Name and address of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                        Proposed              Proposed
     Title of Securities           Amount to             Maximum              Maximum              Amount of
       to be Registered          be Registered       Offering Price          Aggregate        Registration Fee (2)
                                                      Per Unit (1)         Offering Price
--------------------------------------------------------------------------------------------------------------------
 <S>                             <C>                 <C>                   <C>                <C>
   Common Stock, $5.00 par
 value (including associated        69,082               $19.81              $1,368,515               $343
   Preferred Share Rights)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

-------------------
(1)      Maximum option exercise price of stock options based on the weighted
average exercise price per share of $19.81.

(2)      Determined in accordance with Rule 457(h), the registration fee
calculation is based on the weighted average exercise price per share at which
the options may be exercised.


<PAGE>   2

PART I.     INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Union Planters Corporation with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference and deemed to be a part hereof:

         (a)      Our Annual Report on Form 10-K for the year ended December 31,
2000 (provided that any information included or incorporated by reference in
response to Items 402(a)(8), (i), (k), or (l) of Regulation S-K of the
Securities and Exchange Commission shall not be deemed to be incorporated herein
and is not part of the registration statement);

         (b)      Our Current Reports on Form 8-K dated, January 18, 2001,
February 23, 2001, March 6, 2001, and April 19, 2001;

         (c)      The description of our current management and board of
directors contained in our proxy statement filed pursuant to Section 14(a) of
the Securities Exchange Act of 1934 for our Annual Meeting of Shareholders to be
held on April 19, 2001;

         (d)      All other reports filed by us pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 for the period since December 31,
2000;

         (e)      Union Planters' registration statement on Form 8-A dated
January 22, 1999 (File No. 1-10160) in connection with Union Planters'
designation and authorization of its Series F Preferred Stock; and

         (f)      The description of our common stock contained in our
registration statement under Section 12(b) of the Securities Exchange Act of
1934 and any amendment or report filed for the purpose of updating such
description.

         All documents subsequently filed by us pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable to this registration statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of Union Planters' common stock offered
pursuant to the registration statement will be passed upon by E. James House,
Jr., Secretary and Manager of the Legal Department of Union Planters
Corporation. E. James House, Jr. is an officer of and receives compensation from
Union Planters Corporation.


                                      II-2
<PAGE>   3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Restated Charter of Union Planters Corporation provides as follows:

         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.

         Article V, INDEMNIFICATION, of Union Planters Corporation's Amended and
Restated Bylaws provides as follows:

         The Corporation does hereby indemnify its directors and officers to the
fullest extent permitted by the laws of the State of Tennessee and by ARTICLE
TWELVE of its Charter. The Corporation may indemnify any other person to the
extent permitted by the Charter and by applicable law.

         Indemnification of corporate directors and officers is governed by
Sections 48-18-501 through 48-18-509 of the Tennessee Business Corporation Act
(the "Act"). Under the Act, a person may be indemnified by a corporation against
judgments, fines, amounts paid in settlement and reasonable expenses (including
attorneys' fees) actually and necessarily incurred by him in connection with any
threatened or pending suit or proceeding or any appeal thereof (other than an
action by or in the right of the corporation), whether civil or criminal, by
reason of the fact that he is or was a director or officer of the corporation or
is or was serving at the request of the corporation as a director or officer,
employee or agent of another corporation of any type or kind, domestic or
foreign, if such director or officer acted in good faith for a purpose which he
reasonably believed to be in the best interest of the corporation and, in
criminal actions or proceedings only, in addition, had no reasonable cause to
believe that his conduct was unlawful. A Tennessee corporation may indemnify a
director or officer thereof in a suit by or in the right of the corporation
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred as a result of such suit unless such
director or officer did not act in good faith or with the degree of diligence,
care and skill which ordinary prudent men exercise under similar circumstances
and in like positions.

         A person who has been wholly successful, on the merits or otherwise, in
the defense of any of the foregoing types of suits or proceedings is entitled to
indemnification for the foregoing amounts. A person who has not been wholly
successful in any such suit or proceeding may be indemnified only upon the order
of a court or a finding that the director or officer met the required statutory
standard of conduct by (i) a majority vote of a disinterested quorum of the
Board of Directors, (ii) a majority vote of a committee of the Board of
Directors consisting of disinterested directors, (iii) the Board of Directors
based upon the written opinion of independent legal counsel to such effect, or
(iv) a vote to the shareholders.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable to this registration statement.

ITEM 8.  EXHIBITS

         See Exhibit Index, which is incorporated herein by reference.


                                      II-3
<PAGE>   4

ITEM 9.  UNDERTAKINGS

         (a)      Union Planters Corporation hereby undertakes:

                  (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement: (i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;

                           (ii)     To reflect in the prospectus any facts or
         events arising after the effective date of this registration statement
         (or the most recent post-effective amendment thereof) which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in this registration statement.

                           (iii)    To include any material information with
         respect to the plan of distribution not previously disclosed in this
         registration statement or any material change to such information in
         this registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply to the extent the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by us pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities being
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

                  (b)      Union Planters Corporation hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c)      Union Planters Corporation hereby undertakes to
deliver or cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.


                                      II-4
<PAGE>   5

                  (d)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Union Planters Corporation pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, we will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-5
<PAGE>   6

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on the 19th day of
April, 2001.


                                     UNION PLANTERS CORPORATION


                                     By:      /s/ JACKSON W. MOORE
                                         -------------------------------
                                              Jackson W. Moore
                                              Chairman of the Board and
                                              Chief Executive Officer


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jackson W. Moore and E. James House, Jr.,
and each of them, with the power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, as well as any related registration
statement (or amendment thereto) filed pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.


<TABLE>
<CAPTION>
Name                                        Capacity                                    Date
----                                        --------                                    ----
<S>                                         <C>                                         <C>
/s/ JACKSON W. MOORE                        Chairman of the Board, Chief Executive      April 19, 2001
------------------------------------        Officer, Director
Jackson W. Moore


/s/ BOBBY L. DOXEY                          Executive Vice President,                   April 19, 2001
------------------------------------        and Chief Accounting Officer
Bobby L. Doxey                              Chief Accounting Officer


/s/ ALBERT M. AUSTIN                        Director                                    April 19, 2001
------------------------------------
Albert M. Austin
</TABLE>


                                      II-6
<PAGE>   7


<TABLE>
<S>                                         <C>                                         <C>
/s/ GEORGE W. BRYAN                         Director                                    April 19, 2001
----------------------------
George W. Bryan

/s/ JAMES E. HARWOOD                        Director                                    April 19, 2001
----------------------------
James E. Harwood

/s/ PARNELL S. LEWIS, JR.                   Director                                    April 19, 2001
----------------------------
Parnell S. Lewis, Jr.

/s/ JORGE M. PEREZ                          Director                                    April 19, 2001
----------------------------
Jorge M. Perez

                                            Director
----------------------------
Dr. V. Lane Rawlins

/s/ JOHN R. ROBERTS                         Director                                    April 19, 2001
----------------------------
John R. Roberts

                                            Director
----------------------------
Donald F. Schuppe

                                            Director
----------------------------
David M. Thomas

/s/ RICHARD A. TRIPPEER, JR.                Director                                    April 19, 2001
----------------------------
Richard A. Trippeer, Jr.

/s/ SPENCE L. WILSON                        Director                                    April 19, 2001
----------------------------
Spence L. Wilson

/s/ LOU ANN POYNTER                         Director                                    April 19, 2001
----------------------------
Lou Ann Poynter
</TABLE>


                                      II-7
<PAGE>   8


                                  EXHIBIT INDEX

             <TABLE>
<CAPTION>
      Exhibit Number                                 Description
      --------------                                  -----------
            <S>               <C>
            4.1               Amended and Restated Charter of Union Planters Corporation.
                              (Incorporated by reference to Exhibit 3 to the Registrant's Registration
                              Statement on Form 8-A dated and filed January 22, 1999 (SEC
                              File No. 001-10160))

            4.2               Amended and Restated Bylaws of Union Planters Corporation.
                              (Incorporated by reference to Exhibit 3(b) to the Registrant's Quarterly
                              Report on Form 10-Q for the quarter year ended September 30, 1999 (File
                              No. 0-10160))

            4.3               Rights Agreement, dated January 19, 1999, by and between Union Planters
                              Corporation and Union Planters Bank, N.A. (Incorporated by reference to
                              Exhibit 2 to the Registrant's Registration Statement on Form 8-A dated
                              and filed January 22, 1999 (SEC File No. 001-10160))

            5.1               Opinion of E. James House, Jr., Secretary and Manager of the Legal
                              Department of Union Planters Corporation, as to the validity of the
                              shares of the Common Stock of Union Planters Corporation.

            23.1              Consent of E. James House, Jr., Secretary and Manager of the Legal
                              Department of Union Planters Corporation (included in Exhibit 5.1).

            23.2              Consent of PricewaterhouseCoopers LLP

            24.1              Power of Attorney (included on signature page)
</TABLE>
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{"company-data": {"conformed-name": "UNION PLANTERS CORP", "cik": "0000100893", "assigned-sic": "6021", "irs-number": "620859007", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59264", "film-number": "1607292"}, "business-address": {"street1": "UNION PLANTERS ADMINSTRATIVE CENTER", "street2": "7130 GOODLETT FARMS PARKWAY", "city": "MEMPHIS", "state": "TN", "zip": "38018", "phone": "9015806000"}, "mail-address": {"street1": "7130 GOODLETT FARMS PKWY", "street2": "UNION PLANTERS ADMINISTRATIVE CENTER", "city": "MEMPHIS", "state": "TN", "zip": "38018"}}
1

      As filed with the Securities and Exchange Commission April 20, 2001.
                             File No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

                           UNION PLANTERS CORPORATION
               (Exact Name of Issuer as Specified in its Charter)

                 TENNESSEE                                   62-0859007
         (State or Other Jurisdiction of                  (I.R.S. Employer
         Incorporation or Organization)                   Identification Number)

                           7130 GOODLETT FARMS PARKWAY
                            MEMPHIS, TENNESSEE 38018
                                 (901) 580-6596
              (Address, including zip code, and telephone number of
                          Principal Executive Offices)

      JEFFERSON SAVINGS BANCORP, INC. 1993 STOCK OPTION AND INCENTIVE PLAN
                            (Full Title of the Plan)

                                    Copy to:

                               E. JAMES HOUSE, JR.
                  SECRETARY AND MANAGER OF THE LEGAL DEPARTMENT
                           UNION PLANTERS CORPORATION
                           7130 GOODLETT FARMS PARKWAY
                             MEMPHIS, TENNESSEE 38018
                                 (901) 580-6596
                     (Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                        Proposed              Proposed
     Title of Securities           Amount to             Maximum              Maximum              Amount of
       to be Registered          be Registered       Offering Price          Aggregate        Registration Fee (2)
                                                      Per Unit (1)         Offering Price
--------------------------------------------------------------------------------------------------------------------
Common Stock, $5.00 par
 value (including associated        69,082               $19.81              $1,368,515               $343
   Preferred Share Rights)
--------------------------------------------------------------------------------------------------------------------
-------------------
(1)      Maximum option exercise price of stock options based on the weighted
average exercise price per share of $19.81.

(2)      Determined in accordance with Rule 457(h), the registration fee
calculation is based on the weighted average exercise price per share at which
the options may be exercised.
2

PART I.     INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Union Planters Corporation with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference and deemed to be a part hereof:

         (a)      Our Annual Report on Form 10-K for the year ended December 31,
2000 (provided that any information included or incorporated by reference in
response to Items 402(a)(8), (i), (k), or (l) of Regulation S-K of the
Securities and Exchange Commission shall not be deemed to be incorporated herein
and is not part of the registration statement);

         (b)      Our Current Reports on Form 8-K dated, January 18, 2001,
February 23, 2001, March 6, 2001, and April 19, 2001;

         (c)      The description of our current management and board of
directors contained in our proxy statement filed pursuant to Section 14(a) of
the Securities Exchange Act of 1934 for our Annual Meeting of Shareholders to be
held on April 19, 2001;

         (d)      All other reports filed by us pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 for the period since December 31,
2000;

         (e)      Union Planters' registration statement on Form 8-A dated
January 22, 1999 (File No. 1-10160) in connection with Union Planters'
designation and authorization of its Series F Preferred Stock; and

         (f)      The description of our common stock contained in our
registration statement under Section 12(b) of the Securities Exchange Act of
1934 and any amendment or report filed for the purpose of updating such
description.

         All documents subsequently filed by us pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable to this registration statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of Union Planters' common stock offered
pursuant to the registration statement will be passed upon by E. James House,
Jr., Secretary and Manager of the Legal Department of Union Planters
Corporation. E. James House, Jr. is an officer of and receives compensation from
Union Planters Corporation.

                                      II-2
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Restated Charter of Union Planters Corporation provides as follows:

         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.

         Article V, INDEMNIFICATION, of Union Planters Corporation's Amended and
Restated Bylaws provides as follows:

         The Corporation does hereby indemnify its directors and officers to the
fullest extent permitted by the laws of the State of Tennessee and by ARTICLE
TWELVE of its Charter. The Corporation may indemnify any other person to the
extent permitted by the Charter and by applicable law.

         Indemnification of corporate directors and officers is governed by
Sections 48-18-501 through 48-18-509 of the Tennessee Business Corporation Act
(the "Act"). Under the Act, a person may be indemnified by a corporation against
judgments, fines, amounts paid in settlement and reasonable expenses (including
attorneys' fees) actually and necessarily incurred by him in connection with any
threatened or pending suit or proceeding or any appeal thereof (other than an
action by or in the right of the corporation), whether civil or criminal, by
reason of the fact that he is or was a director or officer of the corporation or
is or was serving at the request of the corporation as a director or officer,
employee or agent of another corporation of any type or kind, domestic or
foreign, if such director or officer acted in good faith for a purpose which he
reasonably believed to be in the best interest of the corporation and, in
criminal actions or proceedings only, in addition, had no reasonable cause to
believe that his conduct was unlawful. A Tennessee corporation may indemnify a
director or officer thereof in a suit by or in the right of the corporation
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred as a result of such suit unless such
director or officer did not act in good faith or with the degree of diligence,
care and skill which ordinary prudent men exercise under similar circumstances
and in like positions.

         A person who has been wholly successful, on the merits or otherwise, in
the defense of any of the foregoing types of suits or proceedings is entitled to
indemnification for the foregoing amounts. A person who has not been wholly
successful in any such suit or proceeding may be indemnified only upon the order
of a court or a finding that the director or officer met the required statutory
standard of conduct by (i) a majority vote of a disinterested quorum of the
Board of Directors, (ii) a majority vote of a committee of the Board of
Directors consisting of disinterested directors, (iii) the Board of Directors
based upon the written opinion of independent legal counsel to such effect, or
(iv) a vote to the shareholders.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable to this registration statement.

ITEM 8.  EXHIBITS

         See Exhibit Index, which is incorporated herein by reference.

                                      II-3
4

ITEM 9.  UNDERTAKINGS

         (a)      Union Planters Corporation hereby undertakes:

                  (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement: (i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;

                           (ii)     To reflect in the prospectus any facts or
         events arising after the effective date of this registration statement
         (or the most recent post-effective amendment thereof) which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in this registration statement.

                           (iii)    To include any material information with
         respect to the plan of distribution not previously disclosed in this
         registration statement or any material change to such information in
         this registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply to the extent the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by us pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities being
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

                  (b)      Union Planters Corporation hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c)      Union Planters Corporation hereby undertakes to
deliver or cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

                                      II-4
5

                  (d)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Union Planters Corporation pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, we will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on the 19th day of
April, 2001.

                                     UNION PLANTERS CORPORATION

                                     By:      /s/ JACKSON W. MOORE
                                         -------------------------------
                                              Jackson W. Moore
                                              Chairman of the Board and
                                              Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jackson W. Moore and E. James House, Jr.,
and each of them, with the power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, as well as any related registration
statement (or amendment thereto) filed pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.
Name                                        Capacity                                    Date
----                                        --------                                    ----
/s/ JACKSON W. MOORE                        Chairman of the Board, Chief Executive      April 19, 2001
------------------------------------        Officer, Director
Jackson W. Moore

/s/ BOBBY L. DOXEY                          Executive Vice President,                   April 19, 2001
------------------------------------        and Chief Accounting Officer
Bobby L. Doxey                              Chief Accounting Officer

/s/ ALBERT M. AUSTIN                        Director                                    April 19, 2001
------------------------------------
Albert M. Austin
II-6
7
/s/ GEORGE W. BRYAN                         Director                                    April 19, 2001
----------------------------
George W. Bryan

/s/ JAMES E. HARWOOD                        Director                                    April 19, 2001
----------------------------
James E. Harwood

/s/ PARNELL S. LEWIS, JR.                   Director                                    April 19, 2001
----------------------------
Parnell S. Lewis, Jr.

/s/ JORGE M. PEREZ                          Director                                    April 19, 2001
----------------------------
Jorge M. Perez

                                            Director
----------------------------
Dr. V. Lane Rawlins

/s/ JOHN R. ROBERTS                         Director                                    April 19, 2001
----------------------------
John R. Roberts

                                            Director
----------------------------
Donald F. Schuppe

                                            Director
----------------------------
David M. Thomas

/s/ RICHARD A. TRIPPEER, JR.                Director                                    April 19, 2001
----------------------------
Richard A. Trippeer, Jr.

/s/ SPENCE L. WILSON                        Director                                    April 19, 2001
----------------------------
Spence L. Wilson

/s/ LOU ANN POYNTER                         Director                                    April 19, 2001
----------------------------
Lou Ann Poynter
II-7
8

                                  EXHIBIT INDEX
Exhibit Number                                 Description
      --------------                                  -----------
4.1               Amended and Restated Charter of Union Planters Corporation.
                              (Incorporated by reference to Exhibit 3 to the Registrant's Registration
                              Statement on Form 8-A dated and filed January 22, 1999 (SEC
                              File No. 001-10160))

            4.2               Amended and Restated Bylaws of Union Planters Corporation.
                              (Incorporated by reference to Exhibit 3(b) to the Registrant's Quarterly
                              Report on Form 10-Q for the quarter year ended September 30, 1999 (File
                              No. 0-10160))

            4.3               Rights Agreement, dated January 19, 1999, by and between Union Planters
                              Corporation and Union Planters Bank, N.A. (Incorporated by reference to
                              Exhibit 2 to the Registrant's Registration Statement on Form 8-A dated
                              and filed January 22, 1999 (SEC File No. 001-10160))

            5.1               Opinion of E. James House, Jr., Secretary and Manager of the Legal
                              Department of Union Planters Corporation, as to the validity of the
                              shares of the Common Stock of Union Planters Corporation.

            23.1              Consent of E. James House, Jr., Secretary and Manager of the Legal
                              Department of Union Planters Corporation (included in Exhibit 5.1).

            23.2              Consent of PricewaterhouseCoopers LLP

            24.1              Power of Attorney (included on signature page)