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                                 EXHIBIT 10(C)

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                                  AMENDMENT TO
                  SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


      THIS AMENDMENT, dated as of April 17, 1997 by and between Union Planters
Corporation ("Employer") and Benjamin W. Rawlins, Jr. ("Participant"), amends
that certain Supplemental Executive Retirement Agreement, dated as of February
23, 1995, by and between Employer and Participant (the "SERP").

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

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

                   1. Definition of "Change in Control". The current definition
           of the term "Change in Control" in Section 1.6 of the SERP is hereby
           deleted in its entirety and the following is substituted in lieu
           thereof

                   "Change in Control" shall mean the occurrence of any of the
following events:

                                    (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
                   Employer (the "Outstanding Company Common Stock") or (B) the
                   combined voting power of the then outstanding voting
                   securities of Employer 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 Employer, (x) any acquisition by Employer, (y) any
                   acquisition by any employee benefit plan (or related trust)
                   sponsored or maintained by Employer or any corporation
                   controlled by Employer, 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 1.6, or

                                    (ii) Individuals who, as of the date
                   hereof, constitute the Board of Directors of Employer (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 Employer'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

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                                    (iii) Consummation of a reorganization,
                   merger or consolidation or sale or other disposition of all
                   or substantially all of the assets of Employer (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 Employer or all
                           or substantially all of Employees 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
                           Employer 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 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,

                   2. Definition of "Disability". The current definition of the
           term "Disability" in Section 1.8 of the SERP is hereby deleted in
           its entirety and the following is substituted in lieu thereof.

                    "Disability" shall mean a mental or physical disability as
                    determined by the Board in accordance with standards and
                    procedures similar to those under Employer's employee
                    long-term disability plan, if any. At any time that
                    Employer does not maintain such a long-term disability
                    plan. Disability shall mean the inability of Participant,
                    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.,

                   3. Definition of "Final Average Earnings". The current
           definition of the term "Final Average Earnings" in Section 1.12 of
           the SERP is hereby deleted in its entirety and the following is
           substituted in lieu thereof.

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                   "Final Average Earnings" shall mean the sum of (i) the
                   Participant's or Eligible Participant's highest base salary
                   in effect during any calendar year preceding his termination
                   of employment, including the year in which such termination
                   occurs, and (ii) the Participant's or Eligible Participant's
                   highest annual bonus payable with respect to any calendar
                   year preceding his termination of employment, including the
                   year in which such termination occurs.

                   4. Excise Tax Provision. Section 5.14 of the SERP, relative
           to the excise tax imposed by Section 4999 of the Internal Revenue
           Code of 1986, as amended, is hereby deleted in its entirety.

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

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


                                         /s/ B. W. Rawlins
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                                       Benjamin W. Rawlins, Jr.
                                       Participant




                                       UNION PLANTERS CORPORATION



                                       By:  /s/ M. Kirk Walters
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