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                               EXHIBIT 10 (A)

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                            AMENDED AND RESTATED
                            EMPLOYMENT AGREEMENT

         THIS AGREEMENT, made and entered into as of December 1, 1989, and
amended and restated as of April 17, 1997, by and between Union Planters
Corporation ("UPC") with offices at 67 Madison Avenue, Memphis, Tennessee and
Benjamin W. Rawlins, Jr., a resident of Memphis, Tennessee (hereinafter
referred to as "Officer").

                                 WITNESSETH:

         WHEREAS, it is the intention and desire of the parties to enter into a
formal agreement whereby two principal purposes will be served, to wit:

         A.       UPC will have the benefit of the employment of Officer during
the period covered by this Agreement; and

         B.       Officer will be an executive of UPC during the Period 
hereinafter defined.

         NOW, THEREFORE, in consideration of the employment of Officer by UPC,
of the mutual promises, covenants, representations and warranties contained
herein, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:

                                  SECTION 1
                             EMPLOYMENT AND TERM

         1.1      Employment. UPC hereby employs Officer, and Officer 
hereby accepts such employment to perform the duties described in Section 2 of
this Agreement.

         1.2      Term.

                  (a) Base Term.  The current term of employment is scheduled
to expire on December 31, 1999, unless such term of employment is extended or 
terminated by agreement of the parties or as provided herein.

                  (b) Extended Term if Acquired. Notwithstanding any other 
provision hereof to the contrary, this Agreement shall be renewable for one (1)
additional three (3) year term, at Officer's option, exercisable by him
immediately prior to, upon or at any time following the occurrence of any one
of the following events (a "Change in Control"):

                      (i) The acquisition by any individual, entity or
         group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a
         "Person") of beneficial ownership (within the meaning of Rule 13d-3
         promulgated under the Securities Exchange Act of 1934, as amended) of
         25% or more of either (A) the then outstanding shares of common stock
         of UPC (the 




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         "Outstanding Company Common Stock") or (B) the combined voting power 
         of the then outstanding voting securities of UPC entitled to vote 
         generally in the election of directors (the "Outstanding Company 
         Voting Securities"); provided, however, that for purposes of this 
         subsection (i), the following acquisitions shall not constitute a
         Change in Control: (w) any acquisition directly from UPC, (x) any
         acquisition by UPC, (y) any acquisition by any employee benefit plan
         (or related trust) sponsored or maintained by UPC or any corporation
         controlled by UPC, or (z) any acquisition by any Person pursuant to a
         transaction which complies with clauses (A), (B) and (C) of subsection
         (iii) of this Section 1.2(b); or

                           (ii)  Individuals who, as of the date hereof,
         constitute the Board of Directors of UPC (the "Incumbent Board") cease
         for any reason to constitute at least a majority of the Board;
         provided, however, that any individual becoming a director subsequent
         to the date hereof whose election, or nomination for election by UPC's
         shareholders, was approved by a vote of at least a majority of the
         directors then comprising the Incumbent Board shall be considered as
         though such individual were a member of the Incumbent Board, but
         excluding, for this purpose, any such individual whose initial
         assumption of office occurs as a result of an actual or threatened
         election contest with respect to the election or removal of directors
         or other actual or threatened solicitation of proxies or consents by
         or on behalf of a Person other than the Board; or

                           (iii) Consummation of a reorganization, merger or
         consolidation or sale or other disposition of all or substantially all
         of the assets of UPC (a "Business Combination"), in each case, unless,
         following such Business Combination,

                                    (A) all or substantially all of the
                  individuals and entities who were the beneficial owners,
                  respectively, of the Outstanding Company Common Stock and
                  outstanding Company Voting Securities immediately prior to
                  such Business Combination beneficially own, directly or
                  indirectly, more than 65% of, respectively, the then
                  outstanding shares of common stock and the combined voting
                  power of the then outstanding voting securities entitled to
                  vote generally in the election of directors, as the case may
                  be, of the corporation resulting from such Business
                  Combination (including, without limitation, a corporation
                  which as a result of such transaction owns UPC or all or
                  substantially all of UPC's assets either directly or through
                  one or more subsidiaries) in substantially the same
                  proportions as their ownership, immediately prior to such
                  Business Combination of the Outstanding Company Common Stock
                  and Outstanding Company Voting Securities, as the case may
                  be, and

                                    (B) no Person (excluding any corporation
                  resulting from such Business Combination or any employee
                  benefit plan (or related trust) of UPC or such corporation
                  resulting from such Business Combination) beneficially owns,
                  directly or indirectly, 25% or more of, respectively, the
                  then outstanding shares of common stock of the corporation
                  resulting from such Business Combination or the combined
                  voting power of the then outstanding voting securities of
                  such 


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                  corporation except to the extent that such ownership
                  existed prior to the Business Combination, and

                                    (C) at least a majority of the members of
                  the board of directors of the corporation resulting from such
                  Business Combination were members of the Incumbent Board at
                  the time of the execution of the initial agreement, or of the
                  action of the Board, providing for such Business Combination.

         The renewal term shall commence on the later of (i) the date of notice
of said three-year renewal, or (ii) the date of the Change in Control, and any
remaining period of the current employment term, and any extension thereof,
shall be canceled.

                  (c) Self-Termination after Change in Control. Notwithstanding
any other provision herein to the contrary, upon a Change in Control and
exercise of the option to renew for three (3) years, Officer may at any time
thereafter during the extended term of this Agreement, at his sole discretion,
resign from employment hereunder without penalty upon 90 days written notice
setting forth the effective date of said resignation. Upon resignation of
Officer, Officer shall be entitled to receive a lump sum payment equal to (i)
three (3) times Officer's Final Average Earnings (as defined in the following
sentence), plus (ii) any Tax Gross-Up Payment payable under Sections 1.2(e) and
(f). For purposes of this Agreement, Officer's Final Average Earnings shall be
the sum of (i) his highest base salary in effect during any calendar year
preceding his termination of employment, including the year in which such
termination occurs, and (ii) his highest annual bonus payable with respect to
any calendar year preceding his termination of employment, including the year
in which such termination occurs. Said lump sum payment shall be payable in
cash on the effective date of Officer's resignation. If for any reason the lump
sum payment is not paid on the date specified, then, in addition to the lump
sum payment, UPC shall pay interest thereon at the maximum rate permissible by
law and shall continue to pay Officer monthly compensation, which shall not be
a credit against the lump sum payment, in an amount equal to one-twelfth (1/12)
of Officer's Final Average Earnings until such lump sum is paid.

                  (d) Annual Extension. On December 31 of each year, unless UPC
notifies Officer that his employment under this Agreement will not be extended,
his employment under this Agreement shall automatically be extended for a one
(1) year period from such term set forth in Section 1.2(a) on the same terms
and conditions as are set forth herein; provided, however, that the term of
this Agreement may be extended only to such time as will provide for a term
ending at age sixty-five (65) years. If UPC elects not to extend Officer's
employment under this Agreement, as provided in the preceding sentence, it
shall do so by notifying Officer in writing within sixty (60) days prior to the
applicable December 31 date. If UPC so elects not to extend Officer's
employment under this Agreement, Officer shall have the right to either remain
as an employee for the remaining term of this Agreement (subject to Officer's
right to extend this Agreement under Section 1.2(b) at any time during the
remaining term if a Change in Control has occurred or shall occur) or terminate
this Agreement at any time during said term and receive in a lump sum on the
date of termination an amount equal to three (3) times his Final Average
Earnings (as defined in Section 1.2(c)), plus any Tax Gross-


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Up Payments required by Sections 1.2(e) and 1.2(f). If for any reason the lump
payment is not paid on the date specified, then, in addition to the lump sum
payment, UPC shall pay interest thereon at the maximum rate permissible by law
and shall continue to pay Officer monthly compensation, which shall not be a
credit against the lump sum payment, in an amount equal to one-twelfth (1/12)
of Officer's Final Average Earnings until such lump sum payment is paid. UPC
shall also pay to Officer such termination bonus as the UPC Board of Directors
may, in its discretion, determine. Officer's date of termination shall be the
December 31 following his election to terminate this Agreement. Additionally,
in the event this Agreement is not extended, all options, stock appreciation
rights, and other awards in the nature of rights that may be exercised, and all
awards of restricted stock, if any, issued to Officer under all stock incentive
plans of UPC shall immediately vest and be exercisable by Officer and all
restrictions thereon shall lapse.

           (e) Income Tax Gross-Up Payment. Anything in this Agreement to the
contrary notwithstanding, in the event any payment or distribution by UPC to or
for the benefit of Officer, or any acceleration of any benefit (whether paid or
payable, distributed or distributable, or accelerated pursuant to the terms of
this Agreement or otherwise) is paid or payable, distributed or distributable,
or accelerated by reason of there having occurred a Change in Control,
including without limitation (i) any lump-sum, interest or
compensation-continuation payments under Section 1.2(c) of this Agreement, (ii)
a cash-out of options (including previously vested options) or an acceleration
of options pursuant to Section 4.3(b) following a Change in Control, (iii) any
income tax liability associated with stock options or restricted stock
accelerated by a Change in Control, (iv) any SERP or deferred compensation
payments accelerated by a Change in Control, (v) the payment or receipt of any
other benefit (cash or stock) triggered or accelerated by a Change in Control,
and (vi) an Excise Tax Gross-Up Payment under Section 1.2(f) below (in any such
case, a "Change in Control Benefit"), then Officer shall be entitled to receive
an additional payment (an "Income Tax Gross-Up Payment") in an amount equal to
the federal, state and local taxes (including income taxes and social security,
FICA, FUTA and other employment taxes) owed by Officer with respect to such
Change in Control Benefit such that after payment by Officer of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any taxes (and any interest and penalties
imposed with respect thereto) imposed upon the Income Tax Gross-Up Payment,
Officer retains an amount of the Income Tax Gross-Up Payment equal to the
federal, state and local taxes (including income taxes and social security,
FICA, FUTA and other employment taxes) imposed upon the Change in Control
Benefit.

           (f) Excise Tax Gross-Up Payment. Anything in this Agreement to the
contrary notwithstanding and except as set forth below, in the event it shall
be determined that any payment or distribution by UPC to or for the benefit of
Officer (whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 1.2(f)) (a "Parachute Payment")
would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are
incurred by Officer with respect to such excise tax (such excise tax, together
with any such interest and penalties, are hereinafter collectively referred to
as the "Excise Tax"), then Officer 




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shall be entitled to receive an additional payment (an "Excise Tax Gross-Up
Payment") in an amount such that after payment by Officer of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Excise Tax
Gross-Up Payment, Officer retains an amount of the Excise Tax Gross-Up Payment
equal to the Excise Tax imposed upon the Parachute Payments.

           (g)  Calculation and Adjustment of Tax Gross-Up Payments.

           (i)  Subject to the provisions of Section 1.2(g)(ii), all
determinations required to be made under Sections 1.2(e) and 1.2(f), including
whether and when a Gross-Up Payment is required and the amount of such Gross-Up
Payment and the assumptions to be utilized in arriving at such determination,
shall be made by Price Waterhouse LLP or such other nationally recognized
public accounting firm as may be designated by Officer (the "Accounting Firm")
which shall provide detailed supporting calculations both to UPC and Officer
within 15 business days of the receipt of notice from Officer that there has
been a Change in Control Payment or a Parachute Payment, or such earlier time
as is requested by UPC. In the event that the Accounting Firm is serving as
accountant or auditor for the individual, entity or group effecting a Change in
Control, Officer shall appoint another nationally recognized accounting firm to
make the determinations required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by UPC. Any Income Tax Gross-Up Payment
or Excise Tax Gross-Up Payment, as determined pursuant to Section 1.2(e) or
1.2(f), shall be paid by UPC to Officer within five days of the receipt of the
Accounting Firm's determination. Any determination by the Accounting Firm shall
be binding upon UPC and Officer. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Excise Tax
Gross-Up Payments which will not have been made by UPC should have been made
("Underpayment"), consistent with the calculations required to be made
hereunder. In the event that UPC exhausts its remedies pursuant to Section
1.2(g)(ii) and Officer thereafter is required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that
has occurred and any such Underpayment shall be promptly paid by UPC to or for
the benefit of Officer.

           (ii) Officer shall notify UPC in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by UPC
of the Income Tax Gross-Up Payment or the Excise Tax Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than ten
business days after Officer is informed in writing of such claim and shall
apprise UPC of the nature of such claim and the date on which such claim is
requested to be paid. Officer shall not pay such claim prior to the expiration
of the 30-day period following the date on which it gives such notice to UPC
(or such shorter period ending on the date that any payment of taxes with
respect to such claim is due). If UPC notifies Officer in writing prior to the
expiration of such period that it desires to contest such claim, Officer shall:



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                           (A)  give UPC any information reasonably requested 
         by UPC relating to such claim,

                           (B) take such action in connection with contesting
         such claim as UPC shall reasonably request in writing from time to
         time, including, without limitation, accepting legal representation
         with respect to such claim by an attorney reasonably selected by UPC,

                           (C)  cooperate with UPC in good faith in order 
         effectively to contest such claim, and

                           (D)  permit UPC to participate in any proceedings 
         relating to such claim;

provided, however, that UPC shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold Officer harmless, on an after-tax basis,
for any Excise Tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of costs and
expenses. Without limitation of the foregoing provisions of this Section
1.2(g)(ii), UPC shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either direct Officer to pay
the tax claimed and sue for a refund or contest the claim in any permissible
manner, and Officer agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as UPC shall determine; provided, however, that if UPC
directs Officer to pay such claim and sue for a refund, UPC shall advance the
amount of such payment to Officer, on an interest-free basis and shall
indemnify and hold Officer harmless, on an after-tax basis, from any Excise Tax
or income tax (including interest or penalties with respect thereto) imposed
with respect to such advance or with respect to any imputed income with respect
to such advance; and further provided that any extension of the statute of
limitations relating to payment of taxes for the taxable year of Officer with
respect to which such contested amount is claimed to be due is limited solely
to such contested amount. Furthermore, UPC's control of the contest shall be
limited to issues with respect to which an Income Tax Gross-Up Payment or
Excise Tax Gross-Up Payment would be payable hereunder and Officer shall be
entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.

           (iii) If, after the receipt by Officer of an amount advanced by UPC
pursuant to Section 1.2(g)(ii), Officer becomes entitled to receive any refund
with respect to such claim, Officer shall (subject to UPC's complying with the
requirements of Section 1.2(g)(ii)) promptly pay to UPC the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by Officer of an amount advanced by
UPC pursuant to Section 1.2(g)(ii), a determination is made that Officer shall
not be entitled to any refund with respect to such claim and UPC does not
notify Officer in writing of its intent to contest such denial of refund prior
to the expiration of 30 days after such determination, then



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such advance shall be forgiven and shall not be required to be repaid and the 
amount of such advance shall offset, to the extent thereof, the amount of 
Income Tax Gross-Up Payment or Excise Tax Gross-Up Payment required to be paid.

                                  SECTION 2
                                   DUTIES

         2.1 General Duties. Officer shall serve UPC as Chairman of the Board
and Chief Executive Officer, and as an executive officer of any subsidiary of
UPC to which he may be elected. Officer shall also be a member of the Boards of
Directors of UPC, and Bank, and such other Boards of subsidiaries to which he
may be elected. He shall also be a member of the Executive Committee of UPC and
Bank, and such other committees of the Boards of UPC, Bank and subsidiaries to
which he may be appointed. He shall perform such duties and responsibilities as
are customarily performed by persons acting in such capacities.

         2.2 Extent of Service. During the term hereof, Officer agrees to
devote substantially his entire time, attention and skill to the performance of
his duties as Chairman of the Board and Chief Executive Officer of UPC. UPC
recognizes that Officer serves on several civic and corporate boards and that
such service does not conflict with the duties outlined above.

         2.3 Best Efforts. Officer agrees that he will, at all times,  
faithfully, industriously, and to the best of his ability, experience and
talents, perform all of the duties that may be required of and from him by the
Boards of Directors as described above.

         2.4 Location. The duties of Officer shall be performed at UPC's
executive offices in the reasonable vicinity of Memphis, Tennessee. The
permanent location of the duties Officer is to perform shall not be moved
without Officer's consent. Officer shall also on a temporary basis perform such
duties at such other place or places as the Board of Directors of UPC shall
reasonably designate or as the interests or opportunities of the Board of
Directors of UPC shall reasonably require.

                                  SECTION 3
                                COMPENSATION

         3.1 Annual Base Salary. UPC shall pay Officer, and Officer shall
accept from UPC, in full payment for Officer's services hereunder, an annual
base salary in the minimum amount of Six Hundred Forty-Five Thousand Dollars
($645,000), payable twice monthly in periodic equal installments during the
year, which annual base salary shall be reviewed at least annually and may be
increased from time to time as determined by the Board of Directors of UPC.

         3.2 Stock Options. Officer shall be entitled to participate in all of
UPC's stock option programs. Based upon satisfactory performance, it is
anticipated that Officer will be granted additional stock options from time to
time, such additional grants to be considered on an annual basis. Officer shall
be granted full protection against dilution of such options as is 



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provided under the terms of the Stock Option Plans. In the event of a Change in
Control as defined in Section 1.2(b), or if UPC elects not to extend Officer's
employment under Section 1.2(d), then all options, stock appreciation rights,
and other awards in the nature of rights that may be exercised, and all awards
of restricted stock, if any, issued to Officer under all stock incentive plans
of UPC shall immediately vest and be exercisable by Officer and all
restrictions thereon shall lapse. Also, in the event of a Change in Control,
any stock or stock equivalents held in a deferred account on behalf of Officer
shall become immediately payable.

                  UPC shall take such action as may be necessary from time to
time to allow Officer to sell all stock issuable upon exercise of Officer's
options free of resale restrictions, including but not limited to the grant to
Officer of piggyback registration rights with respect to such stock. Such sales
may only be made under all existing securities laws.

         3.3 Reimbursement of Expenses. UPC shall reimburse Officer for such
reasonable out-of-pocket expenses necessarily incurred by Officer while
rendering the services contemplated hereunder, and shall provide an appropriate
automobile to be used by Officer in the conduct of the business of UPC.

         3.4 Tax Withholdinqs. UPC shall deduct from the regular monthly
compensation payable to Officer all federal, state and local income tax, social
security, FICA, FUTA, and other withholdings as required by law.

         3.5 Annual Incentive Bonus, Executive Stock and Deferred Compensation
Plans. During the term hereof, and any renewal, Officer shall be eligible for
participation in any of UPC's and Bank's incentive bonus programs, executive
stock and deferred compensation plans. Bonuses for less than a full year of
service may be granted at the discretion of the Board. Any such bonuses shall
be paid within 90 days of the close of the fiscal year.

         3.6 Annual Vacation. Officer shall be entitled to an annual vacation
period as set forth in UPC Personnel Policies Manual No. 5.04, as amended from
time to time.

         3.7 Other Fringe Benefits. Officer shall have the following fringe
benefit programs made available to him: hospital and major medical coverage,
including dependent coverage; short term and long term disability and life
insurance. Officer shall also be entitled to participate in such other fringe
benefit programs as UPC shall have or shall make available from time to time to
senior executives. Further, UPC agrees to pay for or reimburse Officer for
expenses, including dues, for clubs of which Officer is a member, the
facilities of which Officer shall use from time to time in holding various
company functions or entertaining company employees, customers or guests.



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                                  SECTION 4
                                 TERMINATION

      4.1 Termination by UPC. UPC may at any time terminate this Agreement and
the employment of Officer for Cause. For the purposes of this Agreement,
"Cause" shall mean:

           (i)  the willful and continued failure by Officer to substantially
perform his duties with UPC or one of its affiliates (other than any such
failure resulting from incapacity due to physical or mental illness), after a
written demand for substantial performance is delivered to Officer by the Board
of Directors of UPC, which demand specifically identifies the manner in which
Officer has not substantially performed his duties, and Officer fails to comply
with such demand within a reasonable time, or

           (ii) the willful engaging by Officer in gross misconduct which is
materially and demonstrably injurious to UPC.

      For purposes of this provision, no act or failure to act, on the part of
Officer, shall be considered "willful" or "gross misconduct" unless it is done,
or omitted to be done, by Officer in bad faith or without reasonable belief
that Officer's action or omission was in the best interests of UPC. Any act, or
failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer or
a senior officer of UPC or based upon the advice of counsel for UPC shall be
conclusively presumed to be done, or omitted to be done, by Officer in good
faith and in the best interests of UPC. The cessation of employment of Officer
shall not be deemed to be for Cause unless and until there shall have been
delivered to him a copy of a resolution duly adopted by the affirmative vote of
not less than a majority of the entire membership of the Board of Directors of
UPC at a meeting of the Board called and held for that purpose (after
reasonable notice to Officer, and an opportunity for Officer, together with
counsel of his choice, to be heard before the Board), finding that, in good
faith opinion of the Board, Officer is guilty of the conduct set forth above in
clauses (i) or (ii) of this Section 4.1, and specifying the particulars thereof
in reasonable detail.

      4.2 Effect on Parties.

          (a)      Termination for Cause.  If UPC terminates this 
Agreement as specified in 4.1 above then the rights of Officer after such
termination shall be as follows:

                   (i)      Officer's salary which may have accrued through  
          termination and annual incentive bonus if such has been approved but 
          not paid shall be paid;

                  (ii)      Officer shall be entitled to the option cash-out 
          or acceleration rights selected by UPC under Section 4.3(a) below.

          (b)     Termination by Resignation. If UPC notifies Officer of
its election, under Section 1.2(d), not to extend Officer's employment, then
Officer shall have the option 



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cash-out or acceleration rights specified in Section 4.3(b) below together with
the rights specified under Section 1.2(d).

          (c) Death or Disability.  Upon Officer's death or Disability 
(as defined below), then Officer's rights shall be as follows:

              (i)      Officer's  salary which may have accrued through 
          termination and annual incentive bonus if such has been approved but
          not paid shall be paid; and

              (ii)     Officer shall have the option cash-out or acceleration 
          rights specified in Section 4.3(b) below; and

              (iii)    Officer shall be titled to receive a lump sum equal to 
          three times his Final Average Earnings, payable within 30 days of 
          the date of death or termination of employment by reason of 
          Disability.

              For purposes of this Agreement, "Disability" means a
          mental or physical disability as determined by the Board in
          accordance with standards and procedures similar to those under UPC's
          employee long-term disability plan, if any. At any time that UPC does
          not maintain such a long-term disability plan, Disability shall mean
          the inability of Officer, as determined by the Board, to
          substantially perform his regular duties and responsibility due to a
          medically determinable physical or mental illness which has lasted
          (or can reasonably be expected to last) for a period of six
          consecutive months.

          (d) Survival of Certain Obligations. Any termination by UPC pursuant
to Section 4.1 above shall not terminate UPC's rights and Officer's obligations
under the Confidential Information, Assistance in Litigation or Arbitration
Sections in this Agreement.

         4.3      Option Cash-Out or Acceleration Rights.

          (a) If UPC terminates Officer's employment pursuant to Section 4.1,
UPC shall have the option to, within 90 days after the effective date of such
termination, or such longer period as may be necessary under applicable laws
including Section 16(b) of the Exchange Act relating to short swing profits,
either (i) effect a cash lump sum settlement equal to the "spread" between the
exercise price of the UPC stock options (vested or unvested) held by Officer as
of the date of notice of termination and the closing trade price on NYSE (or
the fair market value of UPC's stock, as determined by the Board, if no longer
traded on the NYSE) as of the date of such termination, or (ii) declare all UPC
stock options issued to Officer fully vested and exercisable by Officer within
a one-year period from the date of notice of termination.

          (b) If UPC terminates Officer's employment pursuant to Section 4.2(b)
or 4.2(c), or if Officer self-terminates under Section 1.2(c) or 1.2(d),
Officer or his Estate shall have the right to elect in writing within 90 days
after the effective date of such termination, 



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either (i) a cash lump sum from UPC equal to the "spread" between the exercise
price of the UPC stock options (vested or unvested) held by Officer as of the
date of notice of termination and the closing trade price on NYSE (or the fair
market value of UPC's stock, as determined by the Board, if no longer traded on
the NYSE) as of the date of such termination, or (ii) full vesting of all UPC
stock options issued to Officer and the right to exercise each such option from
the date of termination through the remaining term of the option.

         4.4 Resignation by Officer Absent a Change in Control or Non-Renewal.
Aside from Officer's rights under Sections 1.2(c) and 1.2(d), Officer may
terminate his employment hereunder, upon 90 days written notice, and such
termination shall terminate all of Officer's rights hereunder, and such
termination shall not affect UPC's rights hereunder. It is understood that a
resignation by Officer under Sections 1.2(c) or (d) shall not be construed as a
termination under this Section.

                                   SECTION 5
                            CONFIDENTIAL INFORMATION

         5.1 Officer recognizes that UPC's and Bank's business interests
require a fiduciary relationship between UPC, Bank and Officer and the fullest
practical protection and confidential treatment of the confidential information
relating to UPC and Bank. Officer acknowledges the reasonableness, in the
context of UPC's business, of the promises herein made and recognizes a just
purpose in UPC's protecting its confidential information. Officer acknowledges
that in the course of his association with UPC he may have in the past or may
in the future receive certain lists of UPC's prospective acquisition and
management agreements and other confidential information and knowledge
concerning the business of UPC (hereinafter collectively referred to as
"information") which UPC desires to protect. Officer understands that such
information is confidential and agrees not to reveal such information to anyone
outside UPC so long as the confidential or secret nature of the information
shall continue.

                                   SECTION 6
                            ASSISTANCE IN LITIGATION

         6.1 Officer shall, upon reasonable notice, furnish such information
and assistance to UPC as may reasonably be required by UPC in connection with
any litigation in which UPC or any of its subsidiaries or affiliates is, or may
become, a party.

                                   SECTION 7
                                  ARBITRATION

         7.1 Methods. Any difference, claims or matters in dispute arising
among the parties out of this Agreement or connected herewith shall be
submitted by them to arbitration before a panel of three arbitrators selected
as follows: each party shall select an arbitrator from the American Arbitration




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<PAGE>   13


Association's Approved List of Arbitrators. The arbitrators so selected by the
parties shall agree upon a third arbitrator and the three so selected shall
resolve the dispute under the duly promulgated rules and regulations of the
American Arbitration Association or its successor, and the pertinent provisions
of the laws of the State of Tennessee, relating to arbitration. The decision of
the arbitrators may be entered as a judgment in any Court in the State of
Tennessee or elsewhere. Any arbitrator selected who does not have experience
relating to the banking and financial services industry shall avail himself of
the counsel of an individual who has such experience. Costs of such arbitration
shall be borne as specified by the arbitrators.

         7.2 Specific Performance. Notwithstanding Section 7.1 above, all
Provisions hereof are for the protection and are intended to be for the benefit
of the parties hereto and enforceable directly by and binding upon each party.
Each party hereto agrees that the remedy through arbitration or at law of the
other for any actual or threatened breach of this agreement would be inadequate
and that the other party shall be entitled to specific performance hereof or
injunctive relief or both, by temporary or permanent injunction or such other
appropriate judicial remedy, writ or order as may be decided by a court of
competent jurisdiction in addition to any damages which the complaining party
may be legally entitled to recover together with reasonable expenses of
arbitration, litigation, including attorney's fees incurred in connection
therewith as may be approved by such arbitrators or court.

                                   SECTION 8
                                 MISCELLANEOUS

          8.1 Assignment by UPC. This Agreement shall inure to the benefit of
and be binding upon UPC and its successors and assigns. UPC will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of UPC to
assume expressly and agree to perform this Agreement in the same manner and to
the same extent that UPC would be required to perform it if no such succession
had taken place. As used in this Agreement, "UPC" shall mean UPC as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

         8.2 Assignment by Officer. This is a personal agreement on the part of
Officer and may not be sold, assigned, transferred or conveyed by Officer
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by Officer's legal
representatives.

         8.3 Entire Agreement. This Agreement contains the entire agreement
among the parties hereto and there are no representations, inducements,
promises, agreements, arrangements or undertakings, oral or written, among the
parties as to the subject matter covered.

         8.4 Severability. Should any part of this Agreement be declared
invalid for any reason, such invalidity shall not affect the validity of any
remaining portion hereof and such remaining portion shall continue in full
force and effect as if this Agreement had been originally executed without
including the invalid part.




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<PAGE>   14

         8.5 Governing Law. This Agreement and its performance shall be
interpreted and construed in accordance with the laws of the State of
Tennessee.

         8.6 Titles. Titles and captions in no way define, limit, extend or
describe the scope of this Agreement nor the intent of any provision hereof.

         8.7 Amendments. No changes, alterations, modifications, additions or
qualifications to the terms of this Agreement shall be made or be binding
unless made in writing and executed by the parties in the same manner as this
Agreement.

         8.8 No Waiver. Failure by either party to enforce any right granted by
this Agreement shall not constitute a waiver of such right and waiver of any
provision of this Agreement shall not constitute a waiver of any other
provision.

         8.9 Notices. Any notice, instrument or communication required or
permitted under this Agreement shall be deemed to have been effectively given
and made if in writing and if served whether by personal delivery to the party
for whom it is intended, or by being deposited, postage prepaid, registered or
certified mail, return receipt requested, in the United States mail, addressed
to the party for whom it is intended at the following addresses:

                           Officer:         Benjamin W. Rawlins, Jr.
                                            434 River Oaks Place
                                            Memphis, Tennessee 38119

                           UPC:             Union Planters Corporation
                                            7130 Goodlett Farms Parkway
                                            Memphis, Tennessee 38018
                                            Attn:  President

         8.10 Full Settlement. UPC's obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which UPC may have against Officer or others. In no
event shall Officer be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to Officer under any of the
provisions of this Agreement and such amounts shall not be reduced whether or
not Officer obtains other employment. UPC agrees to pay as incurred, to the
full extent permitted by law, all legal fees and expenses, including
arbitration fees, which Officer may reasonably incur as a result of any contest
(regardless of the outcome thereof) by UPC, Officer or others of the validity
or enforceability of, or liability under, any provision of this Agreement or
any guarantee of performance thereof (including as a result of any contest by
Officer about the amount of any payment pursuant to this Agreement), plus in
each case interest on any delayed payment at the applicable federal rate
provided for in Section 7872(f)(2)(A) of the Code.




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<PAGE>   15

         8.11 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the undersigned have executed this Amended and
Restated Agreement, this 17th day of April, 1997.


Attest:                              UNION PLANTERS CORPORATION

/s/ E. J. House, Jr.                     
--------------------                 By: /s/ M. Kirk Walters
                                        -------------------------------

                                     Title:  Senior Vice President
                                             and Treasurer

                                        /s/  Benjamin W. Rawlins, Jr.
                                        -------------------------------
                                             Benjamin W. Rawlins, Jr.
Approved and Acknowledged:

UNION PLANTERS CORPORATION
SALARY AND BENEFITS COMMITTEE


By: /s/ Marvin E. Bruce
    ---------------------------
     Chairman




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