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                                 EXHIBIT 10(B)


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                           UNION PLANTERS CORPORATION
                  SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


This Supplemental Executive Retirement Agreement ("Agreement") has been adopted
by Union Planters Corporation ("Employer") and Benjamin W. Rawlins, Jr.
("Participant") effective the 23rd day of February, 1995.

                                    RECITALS

WHEREAS, Union Planters Corporation ("Employer") previously entered into a
Deferred Compensation Agreement ("Previous Agreement") with the Participant on
March 1, 1985;

WHEREAS, the Previous Agreement was amended from time to time to provide
additional benefits to the Participant and/or to clarify certain provisions of
the Previous Agreement, and

WHEREAS, the Board at its regular monthly meeting in February, 1995, approved
the adoption of the Union Planters Corporation Supplemental Executive
Retirement Plan ("Plan");

WHEREAS, in consideration of the Employer's desire to change the terms of the
Previous Agreement and the Participant's desire to participate in the Plan,
Employer and the Participant agree to terminate the Previous Agreement; and

WHEREAS, as consideration for the termination of the Previous Agreement, both
Employer and Participant agree to abide by the terms and conditions of the
Plan, which are evidenced through this Agreement.

NOW THEREFORE, Employer and Participant hereby adopt this Agreement pursuant to
the terms and provisions set forth below.


                                   ARTICLE I
                                  DEFINITIONS

Whenever used herein the following terms shall have the meanings hereinafter
set forth. Words in the masculine gender shall include the feminine and the
singular shall include the plural, and vice versa, unless qualified by the
context. Any headings used herein are included for ease of reference only, and
are not to be construed so as to alter the terms hereof.

1.1. "AGREEMENT" shall mean the Union Planters Corporation Supplemental
Executive Retirement Agreement.

1.2. "APPLICABLE FEDERAL RATE" shall mean 120% of the applicable federal rate
(as calculated on a mid-term, monthly basis) pursuant to Code Section 1274, as
amended.

1.3. "AVERAGE BASE SALARY INCREASE RATE" shall mean the greater of the
following: (i) the average annual
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increase in base salary and bonus (calculated using four (4) decimal places)
received by the Participant or Eligible Participant during the three complete
calendar years preceding termination of employment (for whatever reason), or
(ii) Five Percent (5%).

1.4. "BENEFICIARY" shall mean the person or persons Participant has designated
in writing to Employer to receive benefits under the Agreement in the event of
the Participant's death. If the Participant has not specifically designated any
Beneficiary for purposes of the Agreement, then the Beneficiary shall become
the Participant's estate. In the case of the death of the Beneficiary before
completion of payments under the Agreement to the Beneficiary, then the
Beneficiary's estate shall become entitled to any remaining payments. In either
case, any remaining payments under the terms of the Agreement shall be made in
the form of a lump sum payment as follows: an amount equal to the present value
of any remaining payments to be made under the Agreement shall be paid on the
first business day of the second month following the Participant's (or if
appropriate, Beneficiary's) date of death, and for purposes of determining the
present value of the payments, the Discount Rate which exists on the
Participant's (or, if appropriate, Beneficiary's) date of the death shall be
used.

1.5. "BOARD" shall mean the Board of Directors of Union Planters Corporation.

1.6. "CHANGE IN CONTROL" shall mean the occurrence of the earliest of any of
the following events:

      (a) the acquisition by any entity, person, or group (excluding any
entity, person or group owning Voting Stock at the effective date of this
Agreement) of beneficial ownership, as that term is defined in Rule 13d-3 of
the Securities Exchange Act of 1934, of Twenty Five percent (25%) or more of
the Voting Stock of Employer;

         (b) The commencement and consummation by any entity, person or group
         (other than Employer) of a tender offer or an exchange offer for more
         than Twenty Five percent (25%) or more of the Voting Stock of
         Employer; or

         (c) the effective date of a (i) merger or consolidation of Employer
         with one or more other corporations as a result of which the holders
         of the Voting Stock of Employer immediately prior to such merger or
         consolidation hold less than Eighty Percent (80%) of the Voting Stock
         of the surviving or resulting corporation, or (ii) a sale of transfer
         of a majority of the property of Employer, other than to an entity of
         which Employer controls 80% or more of the Voting Stock.

1.7. "CODE" shall mean the Internal Revenue Code of 1986, as amended.

1.8. "DISABILITY" shall mean a physical or mental condition of the Participant,
determined in the sole discretion of the Board, which prohibits Participant
from carrying out his normal duties and responsibilities as an employee of
Employer.

1.9. "DISCOUNT RATE" shall mean that immediate annuity interest rate used by
the Pension Benefit Guaranty Corporation ("PBGC") under Section 4062, Appendix
B to Part 2619, of the Employee Retirement Income Security Act ("ERISA").

1.10. "ELIGIBLE PARTICIPANT" shall Mean the Participant once he earns at least
10 Years of Service with the
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Employer and attains the following indicated ages, based on the Participant's
actual age as of January 1, 1995.

<TABLE>
<CAPTION>
                                                                 Age Participant Can
        Participant's Age as of January 1, 1995            Qualify as Eligible Participant
        ---------------------------------------            -------------------------------
        <S>                                                <C>
               Less than Age 50                                            55
               Age 50 through 54                                           57
               Age 55 through 60                                           59
               Age 61 or over                                              64
</TABLE>

For purposes of the Agreement (where appropriate), the term "Participant" shall
include a reference to an Eligible Participant.

1.11. "EMPLOYER" shall mean the Union Planters Corporation, or to the extent
provided in Section 5.9, any successor corporation or other entity resulting
from a merger or consolidation into or with Employer or a transfer or sale of a
majority of the assets of Employer.

1.12. "FINAL AVERAGE EARNINGS" shall mean the average base salary plus bonus
earned by the Participant or Eligible Participant during the three complete
calendar years preceding termination of employment (for whatever reason).

1.13. "FORMER ELIGIBLE PARTICIPANT" shall mean Participant who, after becoming
an Eligible Participant, terminates service with the Employer and who, under
the terms of the Agreement, is then entitled to payment of a benefit. For
purposes of the Agreement (where appropriate), the term "Participant" shall
include a reference to a Former Eligible Participant.

1.14. "GOOD REASON" shall mean a termination of employment with the Employer
if, without the Participant's express written consent:

      (i) Employer shall assign to Participant duties of a nonexecutive nature
or for which Participant is not reasonably equipped by his skills and
experience; or

         (ii) Employer shall reduce the salary of the Participant, or
         materially reduce the amount of paid vacations to which he is
         entitled, or reduce his fringe benefits and perquisites; or

         (iii) Employer shall fail to provide office facilities, secretarial
         services, and other administrative services to the Participant which
         are substantially equivalent to the facilities and services provided
         to the Participant at the initial date of the Participant's
         participation in the Agreement; or

         (iv) Employer shall terminate incentive and benefit plans or
         arrangements, or reduce or limit the Participant's participation
         therein, relative to the level of participation of other executives of
         similar rank, to such an extent as to materially reduce the aggregate
         value of the Participant's incentive compensation and benefits below
         their aggregate value as of the initial date of the Participant's
         participation in the Agreement.
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1.15. "INSTALLMENT PAYMENT ACCOUNT" shall mean that account created pursuant to
the terms of Article II of the Agreement to facilitate payment of benefits
under the Agreement to the Participant in the form of installment payments.

1.16. "NORMAL RETIREMENT AGE" shall mean the following indicated ages based on
the Participant's actual age as of January 1, 1995:

<TABLE>
<CAPTION>
                                                                      Participant's
            Participant's Age as of January 1, 1995               Normal Retirement Age
            ---------------------------------------               ---------------------
            <S>                                                   <C>
               Less than Age 60                                            62
               Age 60 or over                                              65
</TABLE>

1.17. "NORMAL RETIREMENT BENEFIT" shall mean an annual sum equal to 65% of the
Participant's Final Average Earnings, payable each year for the remaining
actuarially-determined life of the Participant in accordance with the
provisions of Article II of the Agreement. For purposes of determining the
Participant's remaining actuarially-determined life, Table V ("Ordinary Life
Annuities, One Life - Expected Return") of Code Regulation 1.72-9, as amended,
shall be used, with the assumption that the Participant terminated employment
on the first day of the first year of the Participant's Normal Retirement Age
(regardless of the Participant's actual age at termination of employment).

1.18. "PARTICIPANT" shall mean Benjamin W. Rawlins, Jr., who is an employee of
Employer and to whom or with respect to whom a benefit may be payable under the
Agreement. For purposes of the Agreement, the term "Participant" shall include
a reference to the Participant once he becomes an Eligible Participant or
Former Eligible Participant.

1.19. "REDUCED RETIREMENT BENEFIT" shall mean the following percentages of the
Participant's Normal Retirement Benefit, payable to an Eligible Participant in
accordance with the provisions of Section 2.3 of the Agreement if the Eligible
Participant terminates employment before attaining Normal Retirement Age
("NRA").

<TABLE>
<CAPTION>
                    Years Employment
                Terminates Prior to NRA                           Reduced Retirement Benefit
          ------------------------------------             ------------------------------------
          <S>                                              <C>
                   More than 7 Years                            0% of Normal Retirement Benefit
                   From 6 to 7 Years                           58% of Normal Retirement Benefit
                   From 5 to 6 Years                           64% of Normal Retirement Benefit
                   From 4 to 5 Years                           70% of Normal Retirement Benefit
                   From 3 to 4 Years                           75% of Normal Retirement Benefit
                   From 2 to 3 Year                            82% of Normal Retirement Benefit
                   From 1 to 2 Years                           88% of Normal Retirement Benefit
                   Up to 1 Year                                94% of Normal Retirement Benefit
</TABLE>

1.20. "VOTING STOCK" shall mean that class (or classes) of common stock of the
Employer entitled to vote in the election of the Employer's directors.
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1.21. "YEAR OF SERVICE" shall mean any calendar year of employment by the
Participant with Employer in which the Participant accumulates at least 1000
hours of service. For these purposes, the provisions of Department of Labor
Regulations 2530.200-2(b) and (c) are incorporated herein by reference as they
relate to the determination of "hour of service."

                                   ARTICLE II
                          BENEFITS UNDER THE AGREEMENT

2.1. BENEFITS. Either a Normal Retirement Benefit or Reduced Retirement Benefit
shall be paid under the terms of the Agreement as set forth in this Article II.

2.2. VOLUNTARY TERMINATION OF EMPLOYMENT BEFORE BECOMING ELIGIBLE PARTICIPANT.
Should Participant voluntarily terminate employment with the Employer before
becoming an Eligible Participant, then the Participant (and any person claiming
benefits for or on behalf of the Participant) will forfeit all rights to
benefits under this Agreement; provided, however, that a termination of
employment for Good Reason or in accordance with Sections 2.4, 2.5, or 2.6 of
the Agreement will not be considered a voluntary termination of employment
subject to this Section 2.2 of the Agreement.

2.3. VOLUNTARY TERMINATION OF EMPLOYMENT AFTER BECOMING AN ELIGIBLE PARTICIPANT
BUT BEFORE NORMAL RETIREMENT AGE. Should the Participant, once becoming an
Eligible Participant, voluntarily terminate service with the Employer before
Normal Retirement Age (i.e., for reasons other than Good Reason or those
described in Sections 2.4, 2.5 or 2.6 of the Agreement), he will be entitled to
the Reduced Retirement Benefit payable at his election in either of the
following forms. Should Participant fail to specifically elect a form of
benefit payment, a Lump Sum Distribution will be made to the Participant.

         (a) LUMP SUM DISTRIBUTION. An amount equal to the present value of the
         Participant's total Reduced Retirement Benefit shall be paid to the
         Participant in one lump sum distribution on the first business day of
         the second month following the Participant's termination of
         employment. For purposes of determining the present value of the
         Participant's total Reduced Retirement Benefit, the Discount Rate
         which exists on the date of the Participant's termination of
         employment shall be used.

         (b) PERIODIC DISTRIBUTION. An amount equal to the present value of the
         Participant's total Reduced Retirement Benefit shall be credited to an
         Installment Payment Account and shall be payable in up to 180
         successive monthly installments. The first payment shall commence on
         the first business day of the second month following the date of
         termination of employment, and each successive payment shall occur
         monthly in succeeding months on the first business day of such months.

         In order for Participant to elect a Periodic Distribution under the
         terms of this Section 2.3(b), the Participant must elect, in the
         taxable year (or years) prior to the Participant's termination of
         employment with the Employer, both the Periodic Distribution option
         and the number of monthly installments to be made (up to a maximum of
         180).

         For purposes of determining the present value of the Participant's
         total Reduced Retirement Benefit, the Discount Rate which exists on
         the date of the Participant's termination of employment shall be used.
         To determine the amount of each installment payment, a fraction shall
         be applied to the Participant's
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         Installment Payment Account on each payment date. The numerator shall
         consist of one (1) and the denominator shall consist of the total
         number of installment payments remaining (including the current
         payment). During the installment payment period, interest shall be
         credited to the Participant's Installment Payment Account on a monthly
         basis using the Applicable Federal Rate in existence on the first
         business day of each month during which payments are made.

2.4. TERMINATION OF EMPLOYMENT PRIOR TO NORMAL RETIREMENT AGE DUE TO DEATH OR
DISABILITY. Should Participant, before or after becoming an Eligible
Participant, terminate service with the Employer prior to Normal Retirement Age
because of death or disability, he will be entitled to the Normal Retirement
Benefit following termination of employment, payable in one of the distribution
forms described in Sections 2.7(a) and (b) of the Agreement.

2.5. INVOLUNTARY TERMINATION OF EMPLOYMENT PRIOR TO NORMAL RETIREMENT AGE.
Should Participant, before or after becoming an Eligible Participant,
involuntarily terminate service with the Employer (or voluntarily terminate
service with Good Reason) prior to Normal Retirement Age (for reasons other
than those described in Section 2.4 and 2.6), he will he entitled to the Normal
Retirement Benefit, without regard to the Participant's age or years of service
at the time of involuntary termination of employment. The Normal Retirement
Benefit will be payable in one of the distribution forms described in Sections
2.3(a) and (b) of the Agreement.

For purposes of calculating the Normal Retirement Benefit under this Section
2.5, Participant's Final Average Earnings shall be that amount at the date of
termination of employment increased at the Average Base Salary Increase Rate,
compounded annually, for the number of years (carried to two (2) decimal
places) needed to reach the Participant's age 65 birthday.

2.6. INVOLUNTARY TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL.
Should a Change in Control occur, Participant will be entitled to the Normal
Retirement Benefit following termination of employment (for whatever reason),
without regard to the Participant's age or years of service at the time of
involuntary termination of employment and without regard to whether the
Participant has become an Eligible Participant. The Normal Retirement Benefit
will be payable in accordance with the distribution forms described in Sections
2.7(a) and (b) of the Agreement.

For purposes of calculating the Normal Retirement Benefit under this Section
2.6, Participant's Final Average Earnings shall be that amount at the date of
termination of employment increased at the Average Base Salary Increase Rate,
compounded annually, for the number of years (carried to two (2) decimal
places) needed to reach the Participant's age 65 birthday.

2.7. TERMINATION OF EMPLOYMENT AT OR AFTER NORMAL RETIREMENT AGE. Should
Participant become an Eligible Participant and subsequently terminate service
with the Employer (for whatever reason) at or after Normal Retirement Age, he
(or, if appropriate, his Beneficiary) will be entitled to the Normal Retirement
Benefit, payable at his election in either of the following forms. Should
Participant fail to specifically elect a form of benefit payment, a Lump Sum
Distribution will be made to the Participant (or, if appropriate, to his
Beneficiary).

         (a) LUMP SUM DISTRIBUTION. An amount equal to the present value of the
         Participant's total Normal Retirement Benefit shall be paid to the
         Participant in one lump sum distribution on the first business day
<PAGE>   8

         of the second month following the Participant's termination of
         employment. For purposes of determining the present value of the
         Participant's total Normal Retirement Benefit, the Discount Rate which
         exists on the date of the Participant's termination of employment
         shall be used.

         (b) PERIODIC DISTRIBUTION. An amount equal to the present value of the
         Participant's total Normal Retirement Benefit shall be credited to an
         Installment Payment Account and shall be payable in up to 180
         successive monthly installments. The first payment shall commence on
         the first business day of the second month following the date of
         termination of employment, and each successive payment shall occur
         monthly in succeeding months on the first business day of such months.

         In order for Participant to elect a Periodic Distribution under the
         terms of this Section 2.7(b), the Participant must elect, in this
         taxable year (or years) prior to the Participant's termination of
         employment with the Employer, both the Periodic Distribution option
         and the number of monthly installments to be made (up to a maximum of
         180).

         For purposes of determining the present value of the Participant's
         total Normal Retirement Benefit the Discount Rate which exists on the
         date of the Participant's termination of employment shall be used. To
         determine the amount of each installment payment, a fraction shall be
         applied to the Participant's Installment Payment Account on each
         payment date. The numerator shall consist of one (1) and the
         denominator shall consist of the total number of installment payments
         remaining (including the current payment). During the installment
         payment period, interest shall be credited to the Participant's
         Installment Payment Account on a monthly basis using the Applicable
         Federal Rate in existence on the first business day of each month
         during which payments are made.

2.8. DEATH WHILE BENEFIT PAYMENTS BEING MADE. Should Participant die after
becoming a Former Eligible Participant and after the commencement of Normal
Retirement or Reduced Retirement Benefit payments to the Participant, then any
remaining payments will be made to the Participant's Beneficiary in the same
form being made to the Participant at the date of his death. Alternatively, at
the Beneficiaries election (with the consent of the Employer), payment may be
made in a lump sum payment as follows: an amount equal to the present value of
the remaining payments shall be paid on the first business day of the second
month following the Participant's date of death, and for purposes of
determining the present value of the remaining payments, the Discount Rate
which exists on the date of the Participant's date of death shall be used.


                                  ARTICLE III
                        ADMINISTRATION OF THE AGREEMENT

3.1. ADMINISTRATION BY EMPLOYER. Employer shall be responsible for the general
operation and administration of the Agreement and for carrying out the
provisions thereof. The Board or Employer may engage the services of outside
counsel, accountants, financial advisors and other such professional to assist
it in its administrative duties.

3.2. GENERAL POWERS OF ADMINISTRATION. Employer is hereby designated as a
fiduciary under the Agreement Employer, as fiduciary, shall have authority to
control, interpret and manage the operation and administration of
<PAGE>   9

the Agreement.

Any decision by Employer or the Board denying a claim by Participant or a
Beneficiary for benefits under the Agreement shall be stated in writing and
shall be delivered or mailed to the Participant or Beneficiary. Such statement
shall set forth the specific reasons for the denial, written to the best of the
Employer's ability in a manner that may be understood without legal counsel. In
addition, Employer shall afford a reasonable opportunity to the Participant or
Beneficiary for a full and fair review of the decision denying such claim.

Notwithstanding the above provisions of Section 3.2, to the extent that the
Employee Retirement Income Security Act ("ERISA") may require specific
procedures to be followed in the event of a denial of a claim, such provisions
of ERISA will be followed.


                                   ARTICLE IV
                     AMENDMENT OR TERMINATION OF AGREEMENT

4.1. AMENDMENT OR TERMINATION OF AGREEMENT. Any amendment to this Agreement
shall be made pursuant to a resolution of the Board and, if such amendment
directly or indirectly affects the benefits payable under the Agreement, such
amendment must be mutually agreed to in writing by Participant (or, in the
event that the Participant is deceased at the date of amendment, the
Participant's Beneficiary).


                                   ARTICLE V
                               GENERAL PROVISIONS

5.1. PARTICIPANT'S RIGHTS UNSECURED. The Agreement at all times shall be
unfunded as defined under provisions of the Code. The right of Participant or
any Beneficiary to receive a distribution hereunder shall be an uninsured claim
against the general assets of Employer in the event of the Employer's
insolvency or bankruptcy.

Employer shall implement a form of trust arrangement (known generally as a
"rabbi trust") to hold employer assets which will be used to make payments to
the Participant (or the Participant's Beneficiary) under the terms of the
Agreement. Such trust arrangement will not be a "funded" arrangement under the
provisions of the Code, and a copy of such trust arrangement shall be included
with this Agreement as Exhibit A.

5.2. INDEPENDENCE OF OTHER BENEFIT AGREEMENTS. Participation in the Agreement
shall in no way restrict or otherwise impact Participant's participation in any
other welfare benefit plan, employment or other contract, deferred compensation
agreement, equity participation plan or any other form of retirement benefit
plan sponsored by Employer.

5.3. NO SECURED GUARANTEE OF BENEFITS. In the event of the insolvency or
bankruptcy of Employer, Participant shall remain a general creditor of the
Employer with respect to any benefits payable under the Agreement and nothing
contained in the Agreement shall constitute a secured guaranty by Employer or
any other person or entity that the assets of Employer will be sufficient to
pay any benefit hereunder in the event of the Employer's insolvency or
bankruptcy.

<PAGE>   10

5.4. NO ENLARGEMENT OF EMPLOYEE RIGHTS. No Participant shall have any right to
receive a distribution of any benefits under the Agreement except in accordance
with the terms of the Agreement. Establishment of the Agreement shall not be
construed to give any Participant the right to be retained in the service of
Employer.

5.5. SPENDTHRIFT PROVISION. No Interest of any person or entity in, or right to
receive a distribution under, the Agreement shall be subject in any manner to
sale, transfer, assignment, pledge, attachment, garnishment or other alienation
or encumbrance of any kind; nor may such interest or right to receive a
distribution be taken, either voluntarily or involuntarily for the satisfaction
of the debts of, or other obligations or claims against, such person or entity,
including claims for alimony, support, separate maintenance and claims in
bankruptcy proceedings.

5.6. APPLICABLE LAW. The Agreement shall be construed and administered under
the laws of the State of Tennessee.

5.7. SEVERABILITY. In the event that any of the provisions of the Agreement are
held to be inoperative or invalid by any court of competent jurisdiction, then:
(i) insofar as is reasonable, effect will be given to the intent manifested in
the provision held invalid or inoperative, and (ii) the validity and
enforceability of the remaining provisions of the Agreement will not be
affected thereby.

5.8. INCAPACITY OF RECIPIENT. If any person entitled to a distribution under
the Agreement is deemed by Employer to be incapable (physically or mentally) of
personally receiving and giving a valid receipt for any payment pursuant to the
Agreement, then, unless and until claim therefore shall have been made by a
duly appointed guardian or other legal representative of such person, Employer
may provide for such payment or any part thereof to be made to any other person
or institution then contributing toward or providing for the care and
maintenance of such person. Any such payment shall be a payment for the account
of such person and a complete discharge of any liability of Employer end the
Agreement with respect to such payment.

5.9. SUCCESSORS. The terms and conditions of the Agreement will be binding on
the Employer's and Participant's successors, heirs and assigns (herein,
"Participant Successors" and "Employer Successors").

5.10. UNCLAIMED BENEFITS. Participant shall keep Employer informed of his or
her current address and the current address of his or her Beneficiary. Employer
shall not be obligated to search for the whereabouts of any person. If the
location of Participant is not made known to Employer within a one (1) year
period after the date on which payment of the Participant's Normal Retirement
or Reduced Retirement Benefit is first to be made, then payment may be made by
the Employer to the Beneficiary instead. If, within one (1) additional year
after such initial one (1) year period, Employer is unable to locate any
designated Beneficiary of the Participant, then Employer shall have no further
obligation to pay any benefit under the Agreement to such Participant or
designated Beneficiary and any such "benefit shall be irrevocably forfeited.

5.11. LIMITATIONS ON LIABILITY. Participant and any other person claiming
benefits under the Agreement shall be entitled under this Agreement only to
those payments provided in accordance with the provisions of the Agreement
("Payment Claims"). With the exception of the provisions of Section 5.13 of the
Agreement, neither Employer, Employer Successor nor any individual acting as
employee or agent of Employer or Employer Successor shall be liable to
Participant or any other person for any other claim, loss, liability or expense
under
<PAGE>   11

this Agreement not directly related to a Payment Claim.

5.12. FORFEITURE OF BENEFITS. Notwithstanding any other provision of the
Agreement, should Participant engage in theft, fraud, embezzlement or willful
misconduct causing significant property damage to Employer, then any benefits
payable to such Participant under the Agreement will automatically be
forfeited. The determination of theft, embezzlement or willful misconduct will
be made by the Board in good faith, but such determination does not require an
actual criminal indictment or conviction prior to or after such decision. In
any determination of forfeiture pursuant to this Section 5.12, Participant will
be given the opportunity to refute any such decision by the Board, but the
Board's decision on the matter will be considered final and binding on
Participant and all other parties.

5.13. PAYMENT OF ATTORNEY'S FEES, COURT COSTS, AND LOSS OF BENEFITS. Should
either the Employer or Employer Successor (for these purposes, "Employer") or
Participant bring an action at law (or through arbitration) in order that the
Agreement's terms be enforced, then the party prevailing in the action at law
(or through arbitration) shall be entitled to reimbursement from the losing
party for reasonable attorney's fees, court costs and other similar amounts
expended in the enforcement of the Agreement. In addition, should the
prevailing party be Participant, he shall also be entitled to interest on any
delayed payments, with such interest computed at the Applicable Rate.

5.14. PAYMENT OF TAXES. Should the payment of any benefits under this Agreement
be classified as payment of an excess parachute payment under the provisions of
Code Sections 280G and 4999, then an additional payment will be made to the
Participant based on the amount of excise tax or penalty payable by the
Participant because of such classification. Such payment will be made within
two (2) months following Participant's termination of employment, once a good
faith determination is made by either Employer or Participant that the payment
of any benefit under the Agreement will constitute an excess parachute payment.
The amount payable to the Participant will be calculated as follows: (amount of
excise tax or penalty payable by Participant) divided by (one (1) minus the
highest marginal income tax rate under the Code for individuals).

                                   ARTICLE VI
                     CONTINUATION OF MEDICAL PLAN COVERAGE

6.1. CONTINUATION OF MEDICAL COVERAGE. Following termination of employment with
the Employer, if Participant is entitled to payment of the Normal or Reduced
Retirement Benefit under the terms of the Agreement, then Participant, his
spouse and dependents will continue to be covered under the Employer's health
insurance program ("Health Plan") to the same extent as was present immediately
prior to the date of termination of employment. Employer shall continue to pay
Health Plan coverage costs of the Participant, his spouse and other dependents
under the Health Plan on the same basis as was applicable to active Employer
employees covered at the time of termination of employment.

6.2. PERIOD OF CONTINUED COVERAGE. Such coverage will continue for the period
equal to the shortest of the following: (1) for the number of years required
for the Participant to reach age 65, (2) until the Participant obtains
employment with another employer (who provides substantially similar coverage
under its health plan as was provided by Employer), or (3) until the death of
the Participant.

6.3. ALTERNATIVE COVERAGE. If continued participation in the Health Plan by
Participant, his spouse and any
<PAGE>   12

dependents is; not possible under the terms of the Health Plan, Employer will
either: (1) provide substantially identical benefits through another health
insurance plan, or will (2) provide an annual cash payment to Participant
sufficient to permit Participant to obtain substantially equivalent individual,
spouse and dependent coverage under a health insurance plan of his choosing. If
any cash payment is made to Participant, the amount of cash payment will be
"grossed up" for income tax purposes (using the maximum individual income lax
rate under the Code at the time of payment) to insure no net out of pocket
costs to the Participant in obtaining such additional coverage.

IN WITNESSES WHEREOF, the undersigned Employer and Participant do hereby
execute this Agreement effective the date first stated above.

UNION PLANTERS CORPORATION



By:        /s/ M. Kirk Walters                           /s/ B. W. Rawlins
           -------------------                           -----------------
                                                      Benjamin W. Rawlins, Jr.
Name:      M. Kirk Walters
           ---------------

Title:     Senior Vice President and Treasurer
           -----------------------------------

By:        /s/ M. E. Bruce
           ---------------
     Marvin E. Bruce
     Chairman, UPC Salary and Benefits Committee