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UNION PLANTERS TO ACQUIRE LEADER FINANCIAL CORPORATION

MEMPHIS, Tenn., March 8 /PRNewswire/ -- Union Planters Corporation (NYSE: UPC), the $11.3 billion asset Memphis-based bank holding company, and Leader Financial Corporation (Nasdaq: LFCT), the $3.1 billion asset parent company of Leader Federal Bank, announced today they have agreed to merge in a transaction that would create Tennessee's largest bank holding company.

The announcement was made jointly by Benjamin W. Rawlins, Jr., Chairman and CEO of Union Planters, and Edgar H. Bailey, Chairman and CEO of Leader Financial. The definitive agreement calls for Union Planters to acquire all of the outstanding stock of Leader Financial in a transaction valued at approximately $523 million or $48 per share based on Union Planters March 7 closing stock price of $31 1/2. The agreement calls for Union Planters to exchange 1.525 shares of its common stock for each common share of Leader Financial. The consideration to be received by Leader's shareholders represents approximately two times fully diluted book value and thirteen times Leader's 1995 earnings.

The merger is to be tax free to Leader Financial's shareholders and will be accounted for as a pooling of interests. The merger is subject to shareholder approval of both companies, regulatory approval and normal contractual conditions being met, and is expected to be completed during the fourth quarter of this year. As part of the agreement, Leader Financial will grant to Union Planters an option to acquire up to 19.9% of Leader's common stock.

In making the announcement, Ben Rawlins stated, "We are excited about the opportunity provided by this classic in-market merger. The product line for the combined company will be broadened and significant economies of scale can be achieved. We expect the transaction to be accretive to per share earnings in 1997."

Edgar Bailey commented, "Leader has served our customers since 1928, and is considered one of the nation's most successful thrift institutions. We are especially pleased to provide our shareholders with the additional value they will realize as a result of this merger, while at the same time further enhancing the customer services which have been the hallmark of our success."

Ronald W. Stimpson, President and Chief Operating Officer of Leader Financial, added, "The combination of Union Planters and Leader Financial gives is the additional resources to create even greater opportunities for our shareholders."

After the merger, Edgar Bailey will become Vice Chairman of Union Planters Corporation. Ronald W. Stimpson will assume the duties of Senior Executive Vice President and Chief Administrative Officer, becoming the number three ranking officer behind Ben Rawlins and Jack Moore, President and Chief Operating Officer at Union Planters Corporation.

Leader Federal Bank will be consolidated with Union Planters National Bank of Memphis. Kenneth W. Plunk, currently President of the Memphis bank, will be named Chairman and Kirk P. Bailey, who presently serves as Leader Federal Bank's Executive Vice President and Chief Operating Officer, will become President and Chief Operating Officer of the Memphis bank.

Rawlins added, "It is truly a significant day for Memphis and the Mid-South when two financial institutions with the size and heritage of Union Planters and Leader Financial join forces to create one of the nation's leading financial services companies. As a team, we will continue to enhance Union Planters' leadership role in the national financial arena."

An analysis is currently underway to determine which locations of the two organizations that are in proximity to each other will best serve customers needs. It is also anticipated that normal industry attrition of about 20% and the fact that Union Planters presently has over 140 positions in Memphis to fill will help minimize any positions that are reduced because of duplication of services.

Leader Federal, which converted to a stock thrift from a mutual thrift in 1993, was recently ranked the 43rd largest publicly held thrift institution in the country with $3.1 billion in total assets, while Union Planters was recently ranked the 66th largest commercial banking organization in the country. The combination of the two organizations in addition to several pending Union Planters acquisitions will create one of the nation's top 50 institutions with almost $15 billion in total assets.

Leader Federal serves customers through 23 locations in Memphis, Nashville and the Johnson City tri-cities area. Union Planters, founded in 1869, has 404 locations in Tennessee, Mississippi, Arkansas, Alabama, Louisiana, Missouri and Kentucky.

UNION PLANTERS CORPORATION

CONDENSED PRO FORMA BALANCE SHEET

12/31/95

(in thousands)
 UNION RESULTING
 PLANTERS UPC
 CONSOLIDATED LEADER PRO FORMA


ASSETS
 LOANS, NET OF UNEARNED INCOME 7,069,853 1,964,022 9,033,875
 ALLOWANCE FOR LOSSES ON LOANS (133,487) (22,901) (156,388)
 NET LOANS 6,936,366 1,941,121 8,877,487
 INVESTMENT SECURITIES 2,774,890 798,701 3,573,591
 OTHER EARNING ASSETS 560,972 109,060 670,032
 TOTAL EARNING ASSETS 10,272,228 2,848,882 13,121,110
 OTHER ASSETS 1,004,888 249,695 1,254,583
 TOTAL ASSETS 11,277,116 3,098,577 14,375,693


LIABILITIES & SHAREHOLDERS' EQUITY
 DEPOSITS 9,447,736 1,577,230 11,024,966
 OTHER INTEREST-BEARING LIABILITIES 726,281 1,138,578 1,864,859


TOTAL DEPOSITS & INTEREST-BEARING
 LIABILITIES 10,174,017 2,715,808 12,889,825
 OTHER LIABILITIES 136,768 135,939 272,707
 TOTAL LIABILITIES 10,310,785 2,851,747 13,162,532
 EQUITY 966,331 246,830 1,213,161


TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY 11,277,116 3,098,577 14,375,693
 EQUITY TO ASSETS 8.57% 7.97% 8.44%


CONDENSED PRO FORMA INCOME STATEMENT

12/31/95

(in thousands)
 INTEREST INCOME 836,682 214,392 1,051,074
 INTEREST EXPENSE 389,251 125,882 515,133
 NET INTEREST MARGIN 447,431 88,510 535,941
 PROVISION FOR LOSSES ON LOANS 22,231 5,150 27,381
 NON-INTEREST INCOME 157,652 23,491 181,143
 NON-INTEREST EXPENSE 382,164 48,135 430,299
 EARNINGS BEFORE TAXES 200,688 58,716 259,404
 TAXES 65,286 21,363 86,649
 NET INCOME 135,402 37,353 172,755
 RETURN ON AVERAGE ASSETS 1.24% 1.38% 1.26%
 RETURN ON AVERAGE COMMON EQUITY 15.92% 16.82% 16.12%
 -0- 3/8/96


/CONTACT: Financial: Jack W. Parker, Chief Financial Officer, Union Planters Corporation, 901-383-6781, or Ronald W. Stimpson, President and COO, Leader Financial Corporation, 901-578-4300, or Media: Bill Andrews, Senior Vice President, Union Planters, 901-383-6781/

(LFTC UPC)

CO: Leader Financial Corporation; Union Planters Corporation;

Leader Federal Bank; Union Planters National Bank of Memphis ST: Tennessee IN: FIN SU: TNM

TL -- CHF002 -- 1521 03/08/96 09:59 EST
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