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                                 EXHIBIT 10 (C)




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                           UNION PLANTERS CORPORATION
                           1992 STOCK INCENTIVE PLAN
                          AS AMENDED OCTOBER 17, 1996


1.       Definitions. In this Plan, except where the context otherwise
         indicates, the following definitions apply:

         a)       "Agreement" means the written agreement implementing a grant
                  of an Option or an Award of Restricted Stock under the Plan.

         b)       "Board" means the Board of Directors of the Company.

         c)       "Code" means the Internal Revenue Code of 1986, as amended.

         d)       "Committee" means the committee referred to in Section 3.
                  Unless otherwise determined by the Board, the Stock Option
                  Committee of the Board shall be the Committee.

         e)       "Common Stock" means the authorized but unissued common
                  stock, par value $5, of the Company.

         f)       "Company" means Union Planters Corporation.

         g)       "Date of Exercise" means the date on which the Company
                  receives notice pursuant to Section 7 of the exercise of an
                  Option.

         h)       "Date of Grant" means the date on which an Option or
                  Restricted Stock is granted or awarded by the action of the
                  Committee.

         i)       "Director" means any person who is a director of the Company
                  or any Subsidiary.

         j)       "Director-Employee" means an Employee who is also a Director.

         k)       "Employee" means any person determined by the Committee to be
                  an employee of the Company or any Subsidiary, including
                  officers, Directors, and Director-Employees.

         l)       "Fair Market Value" of a share of Common Stock means the
                  amount equal to the closing price for a share of Common Stock
                  on the New York Stock Exchange as reported in THE WALL STREET
                  JOURNAL or, if the Common Stock is not traded on the New York
                  Stock Exchange, then the Fair Market Value of such Common
                  Stock as determined by the Committee pursuant to a reasonable
                  method adopted in good faith for such purpose.

         m)       "Incentive Stock Option" means an Option that qualifies as an
                  Incentive Stock Option under Section 422 of the Code.

         n)       "Nonstatutory Stock Option" means an Option which is not an
                  Incentive Stock Option.

         o)       "Officer" means any person who is an officer of the Company
                  or any Subsidiary.

         p)       "Option" means the right to purchase from the Company a
                  specified number of shares of Common Stock, which right shall
                  be designated as either an Incentive Stock Option or a
                  Nonstatutory Stock Option.

         q)       "Optionee" means an Employee to whom an Option or Restricted
                  Stock has been granted or awarded.

         r)       "Option Period" means the period during which an Option may
                  be exercised.




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         s)       "Option Price" means the price per share at which an Option
                  may be exercised.

         t)       "Plan" means the Union Planters Corporation 1992 Stock
                  Incentive Plan.

         u)       "Reload Option" means an Option granted to an Optionee upon
                  the surrender of shares of Common Stock in payment of an
                  Option Price upon the exercise of an Option. The Option Price
                  for any Reload Option shall be the Fair Market Value at the
                  date the Common Stock is surrendered as payment pursuant to
                  Section 3(d) (iv). Other terms of the Reload Option shall be
                  the same as contained in the Option Agreement relating to the
                  Option exercised.

         v)       "Restricted Stock" means shares of Common Stock awarded
                  pursuant to the provisions of Section 11.

         w)       "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended.

         x)       "Subsidiary" means a corporation of which at least 50 percent
                  of the total combined voting power of all classes of stock is
                  held by the Company, either directly or through one or more
                  other Subsidiaries.

2.       PURPOSE. The purposes of the Plan are: (1) to encourage stock
         ownership by management and other key Employees in order to closely
         associate their interests with the Company's shareholders by
         reinforcing the relationship between Plan participants' rewards and
         shareholder gains; (2) to maintain competitive compensation levels in
         order to continue to attract highly talented persons; and (3) to
         provide an incentive to management and other key Employees for
         continuous employment with the Company or its Subsidiaries.

3.       ADMINISTRATION The Plan shall be administered by the Committee, which
         shall be appointed by the Board and consist of no fewer than three
         disinterested members of the Board who (i) for at least one year prior
         to serving on the Committee have not received, and who shall not
         during their tenure on the Committee receive, any grant of stock
         options or rights pursuant to the Plan or any other plan of the
         Company, except as may be permitted for disinterested administrator
         status under Exchange Act Rule 16b-3, and (ii) is not a current
         employee of the Company, is not a former employee who receives
         compensation for prior services (other than under a tax-qualified
         retirement plan), has not been an officer of the Company, and does not
         receive remuneration from the Company in any capacity other than as a
         director in accordance with the requirements of Section 162(m) of the
         Code. The Board shall have the power to fill vacancies on the
         Committee or to replace members of the Committee with other members of
         the Board at any time. In addition to any other powers granted to the
         Committee, it shall have the following powers subject to the express
         provisions of the Plan:

         a)       subject to the provisions of Sections 4, 6, and 11, to
                  determine in its sole discretion the Employees to whom
                  Options or Restricted Stock shall be granted or awarded under
                  the Plan, the number of shares which shall be subject to each
                  Option or Restricted Stock grant, the terms upon which, the
                  times at which, and the periods within which such Options may
                  be acquired and exercised, and the terms and conditions of
                  Restricted Stock awards;

         b)       to grant Options to, and to award Restricted Stock to,
                  Employees selected by the Committee in its sole discretion;

         c)       to determine all other terms and provisions of each
                  Agreement, which need not be identical;

         d)       without limiting the foregoing, to provide in its sole
                  discretion in an Agreement:

                  i)       for an agreement by the Optionee to render services
                           to the Company or a Subsidiary upon such terms and
                           conditions as are specified in the Agreement,
                           provided that the Committee shall not 




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                           have the power to commit the Company or any
                           Subsidiary to employ or otherwise retain any
                           Optionee;

                  ii)      for restrictions on the transfer, sale, or other
                           disposition of Common Stock issued to the Optionee
                           upon the exercise of an Option or for other
                           restrictions permitted by Section 11 with respect to
                           Restricted Stock; 

                  iii)     for an agreement by the Optionee to resell to the 
                           Company, under specified conditions, Common Stock 
                           issued upon the exercise of his Option or awarded 
                           as Restricted Stock; and

                  iv)      for the payment of the Option Price upon the
                           exercise of an Option otherwise than in cash,
                           including without limitation by delivery (including
                           constructive delivery) of shares of Common Stock
                           (other than Restricted Stock) valued at Fair Market
                           Value on the Date of Exercise of the Option, or by a
                           combination of cash and shares of Common Stock;

                  v)       for the automatic issuance of a Reload Option for
                           the same number of shares delivered as payment (or
                           partial payment) of the Option Price as provided in
                           Section 3(d)(iv) above and, to the extent authorized
                           by the Committee, for the number of shares used to
                           satisfy any tax withholding requirement incident to
                           the exercise of an Option as provided for in Section
                           12. The number of shares covered by a Reload Option
                           shall not exceed (1) the number of shares, if any,
                           surrendered as payment or (2) the number of shares
                           remaining available for granting under the Plan,
                           whichever shall be less. No Reload Options shall
                           issue to an Optionee who exercises any Option
                           pursuant to the terms of this Plan following
                           termination of his employment.

         e)       to construe and interpret the Agreements and the Plan;

         f)       to require, whether or not provided for in the pertinent
                  Agreement, of any person acquiring or exercising an Option or
                  acquiring Restricted Stock, at the time of such exercise or
                  acquisition, the making of any representations or agreements
                  which the Committee may deem necessary or advisable in order
                  to comply with the securities and tax laws of the United
                  States or of any state; and

         g)       to make all other determinations and take all other actions
                  necessary or advisable for the administration of the Plan.

                  Any determinations or actions made or taken by the Committee
         pursuant to this Section shall be binding and final.

4.       ELIGIBILITY. Participants in the Plan shall be selected by the
         Committee from key Employees occupying responsible managerial or
         professional positions and who have the ability to make a substantial
         contribution to the success of the Company. In making this selection
         and in determining the form and amount of grants and awards, the
         Committee shall consider any factors deemed relevant, including the
         individual's functions, responsibilities, value of services to the
         Company or to its Subsidiaries, and past and potential contributions
         to the Company's profitability and sound growth. Members of the
         Committee shall not be eligible to receive awards or grants under the
         Plan during their tenure on the Committee.

                  Options and Restricted Stock may be granted only to
         Employees; provided, however, that Directors who are not also
         full-time employees shall not be eligible to receive Incentive Stock
         Options. An Employee who has been granted an Option or Restricted
         Stock may be granted additional Options and Restricted Stock.

5.       STOCK SUBJECT TO THE PLAN. There is hereby reserved for issuance upon
         the exercise of Options granted under the Plan or the award of
         Restricted Stock under the Plan an aggregate of 6,000,000 shares of
         Common Stock. If an Option granted under the Plan expires or
         terminates for any reason without having been fully exercised 




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         or if shares of Restricted Stock granted under the Plan are forfeited,
         the unpurchased shares of Common Stock which had been subject to such
         Option at the time of its expiration or termination or the forfeited
         shares of Restricted Stock, as the case may be, shall become available
         for awards by the Committee of other Options or Restricted Stock under
         the Plan. The total number of shares of Common Stock available to
         grant to any one Optionee will not exceed 20% of the total shares
         subject to grant.

6.       OPTIONS.

         a)       Each Option grant shall be evidenced by an Agreement, which
                  shall indicate whether the Option is intended to be a
                  Nonstatutory Stock Option or an Incentive Stock Option.

         b)       The Option Price shall be determined by the Committee, but in
                  no event shall the Option Price be less than the greater of
                  the Fair Market Value of the Common Stock determined as of
                  the Date of Grant or the par value of the Common Stock.

         c)       The Option Period shall be determined by the Committee and
                  specifically set forth in the Agreement; provided, however,
                  than an Option shall not be exercisable after ten years from
                  the Date of Grant.

         d)       To the extent that the aggregate fair market value
                  (determined on the date the Option is granted) of Common
                  Stock with respect to which an Incentive Stock Option is
                  exercisable for the first time by any Optionee during any
                  calendar year exceeds $100,000, such Option shall be treated
                  as a Nonstatutory Stock Option.

         e)       All Incentive Stock Options granted under the Plan shall
                  comply with the provisions of the Code governing incentive
                  stock options, and with all other applicable rules and
                  regulations.

         f)       The Committee may permit the Optionee to defer the issue or
                  transfer of Common Stock which would otherwise be issued or
                  transferred to such Optionee upon exercise of the Option.
                  Such deferral shall be at a time, in an amount, and in a
                  manner that is in accordance with the terms and conditions
                  established by the Committee.

7.       EXERCISE OF OPTIONS. An Option shall, subject to the provisions of the
         Agreement under which it was granted, be exercised in whole or in part
         by the delivery to the Company of written notice of the exercise, in
         such form as the Committee may prescribe, accompanied by full payment
         for the Common Stock with respect to which the Option is exercised.

8.       NONTRANSFERABILITY. Incentive Stock Options granted under the Plan
         shall not be transferable otherwise than by will or the laws of
         descent and distribution. Nonstatutory Stock Options granted under the
         Plan shall not be transferable otherwise than by will or the laws of
         descent and distribution, except as provided by the Committee and
         specified in the Agreement.

9.       DEATH OF OPTIONEE. Upon the death of an Optionee, any Option
         exercisable on the date of death may be exercised by the Optionee's
         estate or by a person who acquires the legal right to exercise such
         Option by bequest or inheritance or otherwise, provided that such
         exercise occurs within one year following date of death and within the
         remaining Option Period. The provisions of this Section shall apply
         notwithstanding the fact that the Optionee's employment may have
         terminated prior to death, but only to the extent of any Options
         exercisable on the date of death.

10.      RETIREMENT, DISABILITY, AND OTHER TERMINATION. Notwithstanding the
         designation of an Option in an Agreement as an Incentive Stock Option,
         the tax treatment available pursuant to Section 422 of the Code upon
         the exercise of an Incentive Stock Option is not available to an
         Optionee who exercises any Incentive 



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         Option more than (i) 12 months after the date of termination of
         employment due to permanent disability or (ii) three months after the
         date of termination of employment due to retirement or for other
         reasons.

11.      RESTRICTED STOCK AWARDS. Restricted Stock awards under the Plan shall
         consist of shares of Common Stock granted to an Employee that are
         restricted against transfer, subject to forfeiture, and subject to
         other terms and conditions intended to further the purpose of the Plan
         as determined by the Committee. Restricted Stock awards shall be
         evidenced by Agreements containing provisions setting forth the terms
         and conditions governing such awards. Each such Agreement must contain
         the following:

         a)       prohibitions against the sale, assignment, transfer,
                  exchange, pledge, hypothecation, or other encumbrance of (i)
                  the shares awarded as Restricted Stock, (ii) the right to
                  vote such shares, and (iii) the right to receive dividends
                  thereon during the restriction period applicable to such
                  shares; provided, however, that the Optionee shall have all
                  the other rights of a stockholder including, but not limited
                  to, the right to receive dividends and the right to vote such
                  shares;

         b)       at least one term, condition, or restriction constituting a
                  "substantial risk of forfeitures" as defined in Section 83(c)
                  of the Code;

         c)       such other terms, conditions, and restrictions as the
                  Committee in its discretion chooses to apply to the stock
                  (including, without limitation) provisions creating
                  additional substantial risks of forfeiture);

         d)       a requirement that each certificate representing shares of
                  Restricted Stock shall be deposited with the Company, or its
                  designee, and shall bear the following legend:

                           This certificate and shares of stock represented
                           hereby are subject to the terms and conditions
                           (including forfeiture and restrictions against
                           transfer) contained in the Union Planters
                           Corporation 1992 Stock Incentive Plan and an
                           Agreement entered into between the registered owner
                           and Union Planters Corporation. Release from such
                           terms and conditions shall be made only in
                           accordance with the provisions of the Plan and the
                           Agreement, a copy of each of which is on file in the
                           office of the Treasurer of Union Planters
                           Corporation.

         e)       the applicable period or periods of any terms, conditions, or
                  restrictions applicable to the Restricted Stock; provided,
                  however, that the Committee in its discretion may accelerate
                  the expiration of the applicable restriction period with
                  respect to any part or all of the shares awarded to an
                  Optionee; and

         f)       the terms and conditions upon which any restrictions upon
                  shares of Restricted Stock awarded shall lapse and new
                  certificates free of the foregoing legend shall be issued to
                  the Optionee or his legal representative.

                           The Committee may include in an Agreement that in
                  the event of an Optionee's termination of employment for any
                  reason prior to the lapse of restrictions, all shares of
                  Restricted Stock shall be forfeited by such Optionee to the
                  Company without payment of any consideration by the Company,
                  and neither the Optionee nor any successors, heirs, assigns,
                  or personal representatives of such Optionee shall thereafter
                  have any further rights or interest in such shares or
                  certificates.

12.      WITHHOLDING TAXES. Whenever the Company proposes or is required to
         issue or transfer shares of Common Stock under the Plan, the Company
         shall have the right to require the Optionee to remit to the Company
         cash or Common Stock in an amount sufficient to satisfy any federal,
         state and/or local withholding tax requirements prior to the delivery
         of any certificate or certificates for such shares. Alternatively, the
         Company may issue or transfer such shares of Common Stock net of the
         number of shares sufficient to satisfy the withholding tax
         requirements. For withholding tax purposes, the shares of Common Stock
         shall be valued on 




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         the date the withholding obligation is incurred. All Optionees shall
         have the right under the Plan to elect to pay withholding taxes in
         cash, to have shares of Common Stock withheld, or to deliver
         previously owned shares to satisfy withholding tax requirements upon
         the exercise of an Option granted under the Plan or upon the
         acquisition of Restricted Stock free of prior restrictions.

13.      CAPITAL ADJUSTMENTS. The number and class of shares subject to each
         outstanding Option or Restricted Stock grant, the Option Price, and
         the aggregate number and class of shares for which awards thereafter
         may be made shall be subject to such adjustment, if any, as the
         Committee in its discretion deems appropriate to reflect such events
         as stock dividends, stock splits, recapitalizations, mergers,
         consolidations, or reorganizations of or by the Company; provided,
         however, that any such adjustment shall not materially increase the
         benefits accruing to Plan participants.

14.      TERMINATION OR AMENDMENT. The Board shall have the power to terminate
         the Plan and to amend it in any respect, provided, however, that after
         the Plan has been approved by the stockholders of the Company, no
         amendment of the Plan shall be made by the Board without approval of
         the Company's stockholders to the extent stockholder approval of such
         amendment is required by applicable law or regulation or the
         requirements of the principal exchange or interdealer quotation system
         on which the Common Stock is then listed or quoted. Unless required by
         applicable law or governmental regulations, no termination or
         amendment of the Plan shall adversely affect the rights or obligations
         of the holder of any Option or Restricted Stock granted under the Plan
         without his consent.

15.      MODIFICATION, EXTENSION, RENEWAL AND SUBSTITUTION OF OPTIONS. Subject
         to the terms and conditions and within the limitations of the Plan,
         the Committee may modify, extend, or renew outstanding Options granted
         under the Plan. Notwithstanding the foregoing, however, no
         modification of an Option under the Plan shall, without the consent of
         the Optionee, alter or impair any of such Optionee's rights or
         obligations, unless required by applicable law or governmental
         regulations. Anything contained herein to the contrary
         notwithstanding, Options may, at the discretion of the Committee, be
         granted under this Plan in substitution for options to purchase shares
         of capital stock of another corporation which is merged into,
         consolidated with, or all or a substantial portion of the property or
         stock of which is acquired by, the Company or a Subsidiary. The terms
         and conditions of the substitute options so granted may vary from the
         terms and conditions set forth in this Plan to such extent as the
         Committee may deem appropriate in order to conform, in whole or in
         part, to the provisions of the options in substitution for which such
         Options are granted. Such Options shall not be counted toward the
         (20%) share limit set forth in the last sentence in Section 5, except
         to the extent it is determined by the Committee that counting such
         Options is required in order for the grants of such Options hereunder
         to be eligible to qualify as "performance-based compensation" within
         the meaning of Section 162(m) of the Code and the rules and
         regulations thereunder.

16.      EFFECTIVENESS OF THE PLAN. Following adoption by the Board, the Plan
         shall take effect on the date approved by the stockholders of the
         Company. Notwithstanding any provision to the contrary, all Options
         and Restricted Stock shall be without force or effect unless the Plan
         shall have been approved by the stockholders of the Company. Any Plan
         amendments which require stockholder approval pursuant to Section 14
         are subject to approval by vote of the stockholders of the Company
         within 12 months after their adoption by the Board. Subject to such
         approval, any such amendments shall be effective on the date on which
         they are adopted by the Board. Options and Restricted Stock which are
         dependent upon stockholder approval of a Plan amendment may be granted
         prior to such approval, but shall be subject to such approval. The
         date on which any Option or Restricted Stock grant dependent upon
         stockholder approval of a Plan amendment is effective shall be the
         Date of Grant for all purposes as if the Option or Restricted Stock
         grant had not been subject to such approval; however, no Option or
         Restricted Stock granted may be exercised prior to such stockholder
         approval.




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17.      TERM OF THE PLAN. Unless sooner terminated by the Board pursuant to
         Section 14, the Plan shall terminate on the date ten years after its
         adoption by the Board, and no Options or Restricted Stock may be
         granted after termination. The termination shall not affect the
         validity of any Option or Restricted Stock outstanding on the date of
         termination.

18.      INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
         indemnification as they may have as Directors or as members of the
         Committee, the members of the Committee shall be indemnified by the
         Company against the reasonable expenses, including attorneys' fees,
         actually and reasonably incurred in connection with the defense of any
         action, suit or proceeding, or in connection with any appeal therein,
         to which they or any of them may be a party by reason of any action
         taken or failure to act under or in connection with the Plan or any
         Option or Restricted Stock granted or awarded hereunder, and against
         all amounts reasonably paid by them in settlement thereof or paid by
         them in satisfaction of a judgment in any such action, suit or
         proceeding, if such members acted in good faith and in a manner which
         they believed to be in, and not opposed to, the best interests of the
         Company.

19.      GENERAL PROVISIONS.

         a)       The establishment of the Plan shall not confer upon any
                  Employee any legal or equitable right against the Company or
                  the Committee except as expressly provided in the Plan.

         b)       The Plan does not constitute inducement or consideration for
                  the employment of any Employee, nor is it a contract between
                  the Company and any Employee. Participation in the Plan shall
                  not give any Employee any right to be retained in the employ
                  of the Company. The Company retains the right to hire and
                  discharge any Employee at any time, with or without cause, as
                  if the Plan had never been adopted.

         c)       The interests of any Employee under the Plan are not subject
                  to the claims of creditors and may not in any way be
                  assigned, alienated, or encumbered.

         d)       The Plan shall be governed, construed, and administered in
                  accordance with the laws of the state of Tennessee and in
                  accordance with the intention of the Company that Incentive
                  Stock Options granted under the Plan qualify as such under
                  Section 422 of the Code, and that Options granted under the
                  Plan to Officers and Directors who are subject to Section 16
                  of the Exchange Act qualify as exempt transactions under
                  Exchange Act Rule 16b-3.

         e)       Each award under the Plan shall be subject to the requirement
                  that, if at any time the Committee shall determine that (i)
                  the listing, registration or qualification of the shares of
                  Common Stock subject or related thereto upon any securities
                  exchange or under any state or federal law, or (ii) the
                  consent or approval of any government regulatory body, or
                  (iii) an agreement by the Optionee with respect to the
                  disposition of shares of Common Stock is necessary or
                  desirable as a condition of, or in connection with, the
                  granting of such award or the issue or purchase of shares of
                  Common Stock thereunder, such award may not be consummated in
                  whole or in part unless such listing, registration,
                  qualification, consent, approval, or agreement shall have
                  been effected or obtained free of any conditions not
                  acceptable to the Committee.


<TABLE>
<CAPTION>
ORIGINAL PLAN APPROVAL:                                         AMENDMENT NO. 1 APPROVAL:
<S>                             <C>                             <C>                              <C> 
Board of Directors         -    February 20, 1992               Board of Directors          -    October 17, 1996
Shareholders               -    April 23, 1992                  Shareholders                -    April 17, 1997
</TABLE>


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