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                                                                    EXHIBIT 10.9


                             AMENDMENT NO. THREE TO
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT



         THIS AMENDMENT, dated as of January 22, 2004, by and between Union
Planters Corporation ("Employer") and Jackson W. Moore ("Participant"), amends
that certain Supplemental Executive Retirement Agreement, dated as of February
23, 1995, as previously amended April 17, 1997, and August 31, 1999, by and
between Employer and Participant (the "SERP").

         WHEREAS, Employer and Participant desire to amend the SERP as provided
herein;

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereto agrees as follows:

         1.     There is hereby added to the end of Section 2.1 following
sentence:

         "Notwithstanding anything to the contrary in Article II or any other
         provision of this Agreement, the Normal Retirement Benefit or Reduced
         Retirement Benefit determined under any Section of this Article II
         shall be subject to the limitation provided for in Section 2.10 of this
         Agreement."

         2.     There is hereby added a new Section 2.10 to the SERP to read as
follows:

                "2.10 MAXIMUM SERP PRESENT VALUE UNDER ANY CIRCUMSTANCES.
         Notwithstanding anything to the contrary in Article II or any other
         provision of this Agreement, the maximum present value that may be paid
         to the Participant or his beneficiary under any Section of this Article
         II, and regardless of the circumstances that cause such payment, shall
         be Twenty Five Million Dollars ($25,000,000). For this purpose, (i)
         "maximum present value" shall mean the present value of the payment or
         payments to the Participant or his beneficiary, as determined under the
         applicable section of this Article II; (ii) the Cost of Funds
         Reimbursement under Section 2.9 shall not be subtracted from the
         maximum present value; instead, the maximum present value shall be
         determined after application of the Cost of Funds Reimbursement, if
         any, under Section 2.9, and (iii) any payments or benefits under this
         Agreement, other than payments under this Article II (such as payment
         of attorney's fees, court costs and loss of benefits under Section
         5.13, payment of taxes under Section 5.14, and continuation of medical
         plan coverage under Article VI), shall be in addition to the maximum
         present value provided for in this Section 2.10."

         The terms of the SERP not hereby amended shall be and remain in full
force and effect and are not affected by this Amendment.



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         IN WITNESS WHEREOF, Participant and Employer have duly executed this
Amendment as of the day and year first above written.




                                        /s/ Jackson W. Moore
                                        -----------------------------
                                        Jackson W. Moore
                                        Participant



                                        UNION PLANTERS CORPORATION

                                        By: Bobby L. Doxey
                                           -------------------------------------

                                        Its: Chief Financial Officer
                                            ------------------------------------