<PAGE>   1




                                                                      EXHIBIT 10




















                                      1996

                    DEFERRED COMPENSATION PLAN FOR EXECUTIVES

                            AS AMENDED APRIL 17, 1997















<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<S>                                                                          <C>
RECITALS......................................................................1

Section  1        DEFINITIONS.................................................1

Section  2        ELIGIBILITY AND PARTICIPATION
         2.1      Eligibility.................................................6
         2.2      Participation...............................................6

Section  3        ADMINISTRATION
         3.1      General Powers of Administration............................6
         3.2      Company as Fiduciary........................................7
         3.3      Indemnification.............................................7

Section  4        DEFERRAL, MATCHING, AND SUPPLEMENTAL CONTRIBUTIONS
         4.1      Deferred Compensation.......................................7
                  A.         Deferral Election
                  B.         Timing of Election
                  C.         Content of Deferral Elections
         4.2      Matching Contributions......................................8
         4.3      Supplemental Contributions..................................8

Section  5        DEFERRAL PLAN ACCOUNTS
         5.1      Establishment of Deferral Plan Accounts.....................9
         5.2      Deferred Compensation Subaccount............................9
                  A.         Initial Credit to Subaccount
                  B.         Earnings Credit to Subaccount
         5.3      Matching Contribution Subaccount............................9
                  A.         Initial Credit to Subaccount
                  B.         Earnings Credit to Subaccount
         5.4      Supplemental Contribution Subaccount.......................10
                  A.         Initial Credit to Subaccount
                  B.         Earnings Credit to Subaccount
         5.5      Transfer of Prior Plan Deferral Amounts to DPAs............11

Section  6        VESTING OF DPA SUBACCOUNTS
         6.1      Vesting    ................................................11
                  A.         Deferred Compensation Subaccount
                  B.         Matching Contribution Subaccount
                  C.         Supplemental Contribution Subaccount

Section  7        PAYMENT TO PARTICIPANTS
         7.1      Payment Upon Termination of Employment.....................12
                  A.         Lump Sum Distribution
                  B.         Death Before Payment of Benefits
         7.2      Distributions in Cases of Hardship.........................13

Section  8        PARTICIPANT STATEMENTS
         8.1      Participant Statements.....................................14
                  A.         Annual Participant Statements
                  B.         Statement Upon Termination of Employment

Section  9        AMENDMENT OR TERMINATION OF PLAN
         9.1      Amendment or Termination of Plan...........................15
</TABLE>





<PAGE>   3

<TABLE>
<S>      <C>      <C>                                                       <C>
Section  10       GENERAL PROVISIONS
         10.1     Participant's Rights Unfunded..............................16
         10.2     Independence of Other Benefit Arrangements.................16
         10.3     No Secured Guarantee of Benefits...........................16
         10.4     No Enlargement of Employee Rights..........................16
         10.5     Spendthrift Provision......................................16
         10.6     Applicable Law.............................................16
         10.7     Severability...............................................16
         10.8     Incapacity of Recipient....................................17
         10.9     Successors ................................................17
         10.10    Unclaimed Benefits.........................................17
         10.11    Limitations on Liability...................................17
         10.12    Forfeiture of Benefits.....................................17
         10.13    Payment of Attorney's Fees, Court Costs, 
                    and Interest on Loss of Benefits.........................17
         10.14    Payment of Taxes...........................................18
         10.15    Withholding................................................18
         10.16    Participants Bound by Terms of the Plan....................18
         10.17    Effective Date of the Plan.................................18
</TABLE>

EXHIBIT A:        PARTICIPATION AGREEMENT
EXHIBIT B:        DEFERRED COMPENSATION ELECTION FORM
EXHIBIT C:        TRUST UNDER DEFERRED COMPENSATION PLAN



















<PAGE>   4

                           UNION PLANTERS CORPORATION
                    DEFERRED COMPENSATION PLAN FOR EXECUTIVES

                                    RECITALS


WHEREAS, Union Planters Corporation ("Company") desires to assist selected
Company executives in their ability to better provide for their own financial
future by permitting such executives to defer a portion of their current annual
salary and any bonus compensation;

WHEREAS, the Company desires that such deferrals are to be made without
restrictions imposed by those Internal Revenue Code provisions which apply to
tax-qualified retirement plans;

WHEREAS, Company has in the past periodically entered into individual income
deferral arrangements with selected Company executives whereby such executives
were provided the opportunity to elect to defer a portion of their base
compensation and/or bonus received during a calendar year; and

WHEREAS, as to future deferral by such executives, Company desires to set forth
the terms and conditions of any such future deferral arrangements through this
Deferred Compensation Plan.


                                    SECTION 1
                                   DEFINITIONS

1.1   "APPLICABLE FEDERAL RATE" shall mean 120 percent of the applicable federal
rate (as calculated on a midterm basis, compounded monthly) pursuant to Code
Section 1274(d), as amended.

1.2   "BENEFICIARY" shall mean the person or persons Participant has designated
in writing to Company to receive benefits under the Agreement in the event of
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.

1.3   "BONUS" shall mean any special and/or discretionary compensation amounts
in excess of Salary determined by the Company to be payable to a Participant
with respect to services rendered.

1.4   "CHANGE OF CONTROL" shall mean the occurrence of the earliest of any of
the following events:

      A. 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 (i) the then outstanding shares
      of common stock of the Company (the "Outstanding Company Common Stock") or
      (ii) the combined voting power of the then outstanding voting securities
      of the Company entitled to vote generally in the election of directors
      (the "Outstanding Company Voting Securities"); provided, however, that for
      purposes of this subsection A, the following acquisitions shall not
      constitute a Change of Control: (w) any acquisition directly from the
      Company, (x) any acquisition by the Company, (y) any acquisition by any
      employee benefit plan (or related trust) sponsored or maintained by the
      Company or any corporation controlled 



                                      1
<PAGE>   5

      by the Company, or (z) any acquisition by any Person pursuant to a
      transaction which complies with clauses (i) (ii), and (iii) of subsection
      C of this Section 1.4; or

      B. Individuals who, as of the date hereof, constitute the Board of
      Directors of the Company (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 the Company'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

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

         (i) 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 the Company or all or substantially
         all of the Company'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

         (ii) no Person (excluding any corporation resulting from such Business
         Combination or any employee benefit plan (or related trust) of the 
         Company 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

         (iii) 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.

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

1.6   "COMMITTEE" shall mean the Salary and Benefits Committee of the Company's
Board of Directors, or such committee charged with oversight of the Company's
salary and benefits programs.

1.7   "COMPANY" shall mean Union Planters Corporation.




                                      2
<PAGE>   6


1.8   "CURRENT EARNINGS RATE" shall mean an interest rate determined as of each
December 31. Such interest rate shall be equal to a 12-month average of 120
percent of the applicable and midterm federal rate under Code Section 1274(d),
as amended; provided, however, that in no event shall such Current Earnings Rate
exceed that interest rate which would require disclosure under Securities and
Exchange Commission annual proxy statement reporting guidelines as additional
reportable earnings. Interest compounding shall be on an annual basis based upon
the period of deferral.

1.9   "DEFERRED COMPENSATION" shall mean the sum of Salary and/or Bonus that is
the subject of an elective deferral under Section 4.1 of the Plan.

1.10  "DEFERRED COMPENSATION SUBACCOUNT" shall mean the bookkeeping account
established for a Participant under the Plan to which Deferred Compensation
amounts with respect to such Participant are credited from time to time, as
provided in Section 5.2 of the Plan. For purposes of this definition, unless
otherwise indicated by the Plan, Deferred Compensation Subaccount shall refer to
both the Deferred Compensation Cash and Stock Subparts.

1.11  "DEFERRED COMPENSATION ELECTION FORM" shall mean the form which
Participants use to defer Salary and/or Bonus pursuant to Section 4.1 of the
Plan.

1.12  "DISABILITY" shall mean mental or physical disability as determined by the
Committee in accordance with standards and procedures similar to those under the
Company's employee long-term disability plan, if any. At any time the Company
does not maintain such a long-term disability plan, Disability shall mean the
inability of a Participant, as determined by the Committee, to substantially
perform such Participant's regular duties and responsibilities due to a
medically determinable physical or mental illness which has lasted (or can
reasonably be expected to last) for a period of six (6) consecutive months.

1.13  "DIVIDEND PAYMENT DATE" shall mean the date upon which cash dividends are
paid to Company shareholders.

1.14  "ELIGIBLE EXECUTIVE" shall mean any employee of the Company being paid
Salary at a rate in excess of $125,000 annually and who is selected by the
Committee to participate in the Plan.

1.15  "GOOD REASON" shall mean a termination of employment by the Participant
with the Company if, without the Participant's express written consent:

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

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

      (iii) Company 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
      Plan; or

      (iv)  Company shall terminate incentive and/or 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 




                                      3
<PAGE>   7

      compensation and/or benefits below their aggregate value as of the initial
      date of the Participant's participation in the Plan.

1.16  "MATCHING CONTRIBUTIONS SUBACCOUNT" shall mean the bookkeeping account
established for a Participant under Section 5.3 of the Plan to which the
Company's Matching Contributions under Section 4.2 of the Plan are credited from
time to time. For purposes of this definition, unless otherwise indicated by the
Plan, Matching Contribution Subaccount shall refer to both the Matching
Contribution Cash and Stock Subparts.

1.17  "PARTICIPANT" shall mean an Eligible Executive who has been selected by
the Committee to participate in the Plan.

1.18  "PARTICIPATION AGREEMENT" shall mean that Agreement entered into by a
Participant (as set forth in Exhibit A to the Plan) prior to participation in
the Plan.

1.19  "PLAN" shall mean the Union Planters Corporation 1996 Deferred
Compensation Plan for Executives, as set forth herein and as amended from time
to time.

1.20  "PRIOR PLAN" shall mean a nonqualified deferred compensation plan or
similar arrangement in which a Participant participated prior to the Plan and
through which the Participant reduced and deferred a portion of his or her
current taxable Salary and/or Bonus.

1.21  "SALARY" shall mean the regular annual base compensation paid by the
Company to a Participant (without regard to any reduction thereof pursuant to
the Plan, any 401(k) plan or Code Section 125 flexible benefits plan maintained
by the Company), exclusive of Bonus and any other incentive payments made by the
Company to such Participant.

1.22  "STOCK" shall mean common stock of the Company quoted on the New York
Stock Exchange, as identified by the symbol UPC.

1.23  "STOCK UNITS" shall mean the number of shares of Stock (carried to four
decimal places) credited to a Participant's Deferred Compensation, Matching
Contribution, or Supplemental Contribution Subaccounts in accordance with the
provisions of Sections 5.2, 5.3, and 5.4 of the Plan. Such credit shall be for
bookkeeping purposes only, with the number of Stock Units automatically
converted to cash prior to payment to a Participant. Under no circumstances
shall any shares of Stock be payable or distributable to a Participant under the
terms of the Plan, nor shall any Participant have any rights as a shareholder of
the Company based on those Stock Units allocated to his or her Subaccounts.

In the event of a Change in Capital Stock, the Stock Units then credited to a
Participant's Deferred Compensation, Matching Contribution, or Supplemental
Contribution Subaccounts shall be appropriately adjusted, based on the
Committee's directions, to account for the change in number of issued and
outstanding shares of Stock. For these purposes a Change in Capital Stock shall
mean any increase or decrease in the number of shares of issued Stock resulting
from a subdivision or consolidation of shares, whether through reorganization,
recapitalization, stock split-up, stock distribution or combination of shares,
or the payment of a share dividend or other increase or decrease in the number
of such shares outstanding effected without receipt of consideration by the
Company.


                                      4
<PAGE>   8

1.24  "SUBACCOUNT" shall mean the Deferred Compensation Cash and Stock Subparts,
the Matching Contributions Cash and Stock Subparts, and/or the Supplemental
Contributions Cash and Stock Subparts, as the context requires.

1.25  "SUPPLEMENTAL CONTRIBUTIONS SUBACCOUNT" shall mean the bookkeeping account
established for the Participant under Section 5.4 of the Plan and to which the
Company's Supplemental Contributions under Section 4.3 of the Plan are credited.
For purposes of this definition, unless otherwise indicated by the Plan,
Supplemental Contributions Subaccount shall refer to both the Supplemental
Contributions Cash and Stock Subparts.

1.26  "UNFORESEEABLE EMERGENCY" shall mean any of the following: (i) a severe
financial hardship to the Participant resulting from a sudden and unexpected
illness or accident of or with respect to the Participant or a dependent of the
Participant, (ii) a loss of the Participant's property due to casualty, or (iii)
some other similar extraordinary unforeseeable circumstances arising as a result
of events beyond the control of the Participant.

1.27  "VOTING STOCK" shall mean that class (or classes) of common stock of the
Company entitled to vote in the election of the Company's directors.

1.28  "WEIGHTED AVERAGE CLOSING PRICE" shall mean the weighted closing price of
the Stock during the thirty-day period preceding the date of valuation. The
Weighted Average Closing Price shall be the result of (i) divided by (ii),
where:

      (i)   shall equal the sum of the closing prices of Stock on each trading
      day during the thirty-day period preceding the date of valuation; and

      (ii)  shall equal the actual number of trading days during the thirty-day
      period preceding the date of valuation.

1.29  "YEAR OF SERVICE" shall mean any calendar year of employment by the
Participant with Company (prior to and after the effective date of the Plan)
during 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."


                                    SECTION 2
                          ELIGIBILITY AND PARTICIPATION

2.1   ELIGIBILITY. Individuals eligible to participate in the Plan shall consist
of the Eligible Executives of the Company.

2.2   PARTICIPATION. Participation in the Plan by Eligible Executives shall be
determined by the Committee in its sole discretion, and shall be subject to the
terms and conditions of the Plan. All Participants in the Plan shall, prior to
participation, execute a Participation Agreement as set forth in Exhibit A to
the Plan.

Once becoming a Participant in the Plan, an Eligible Executive shall continue to
participate in the Plan until such time as: (i) the Participant ceases to be an
Eligible Executive, or (ii) the Committee takes action to terminate the Eligible
Executive's right to continued participation in the Plan. Should an individual
cease to be a Participant under the provisions of (i) or (ii) above while still
employed by the Company, any payment to 



                                      5
<PAGE>   9

Participant will be made in accordance with the provisions of Section 7.1 upon
the termination of employment by the individual with Company.


                                    SECTION 3
                                 ADMINISTRATION

3.1   GENERAL POWERS OF ADMINISTRATION. The Plan shall be administered by the
Committee. The Committee is authorized to construe and interpret the Plan and
promulgate, amend, and rescind rules and regulations relating to the
implementation, administration, and maintenance of the Plan. Subject to the
terms and conditions of the Plan, the Committee shall make all determinations
necessary or advisable for the implementation, administration, and maintenance
of the Plan, including, without limitation, determining the Eligible Executives
and correcting any technical defect(s) or technical omission(s), or reconciling
any technical inconsistencies in the Plan.

The Committee may designate persons other than members of the Committee to carry
out the day-to-day ministerial administration of the Plan under such conditions
and limitations as it may prescribe; provided, however, that the Committee shall
not delegate its authority with regard to the determination of Eligible
Executives. The Committee's determinations under the Plan need not be uniform
and may be made selectively among Participants, whether or not such Participants
are similarly situated. Any determination, administration, implementation, or
maintenance of the Plan shall be final, conclusive, and binding upon all
Participants and any person(s) claiming any Plan benefits under or through any
Participants.

3.2   COMPANY AS FIDUCIARY. Company is hereby designated as a fiduciary under
the Plan. Any decision by Company or the Committee 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 Company's ability in a manner that may be understood without legal
counsel. In addition, Company shall afford a reasonable opportunity to the part
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.

3.3   INDEMNIFICATION. The Company will indemnify and hold harmless the
Committee and each member thereof against any cost or expense (including,
without limitation, attorney's fees) or liability (including, without
limitation, any sum paid with the approval of the Company in settlement of a
claim) arising out of any act or omission to act, except in the case of willful
gross misconduct or gross negligence.


                                    SECTION 4
               DEFERRAL, MATCHING, AND SUPPLEMENTAL CONTRIBUTIONS

4.1   DEFERRED COMPENSATION. Participants may defer all or a portion of their
Salary and/or Bonus earned during any calendar year, in accordance with the
following provisions.




                                      6
<PAGE>   10

      A.    DEFERRAL ELECTION. To defer compensation during any particular year,
      those Eligible Executives participating in the Plan must execute a
      Deferred Compensation Election Form ("Form") and file such Form with the
      Committee (or its designee).

      B.    TIMING OF ELECTION. In the year in which the Plan is first
      implemented (and in each succeeding calendar year), those Eligible
      Executives selected by the Committee to participate in the Plan must make
      an election to defer Salary and/or Bonus within 30 days after the later
      of: (i) the date the Eligible Executive is selected by the Committee to
      participate in the Plan, or (ii) the effective date of the Plan. Such
      election will only be effective for Salary and/or Bonus earned subsequent
      to such election.

      Once participating in the Plan, deferral elections by Participants during
      subsequent years shall be completed and filed with the Committee (or its
      designee) prior to the January 1 of the year to which such deferral
      election applies.

      C.    CONTENT OF DEFERRAL ELECTIONS. The following shall apply to all
      deferral elections:

            (i)   All deferral elections shall contain a statement that the
            Participant elects to defer a portion of the Participant's Salary
            and/or Bonus for a specified calendar year and that is earned and
            becomes payable to the Participant after the filing of such deferral
            election;

            (ii)  Except for the provisions of subsection (iii) below, any
            deferral election shall only apply to the Salary and/or Bonus that
            is attributable to the Participant's services rendered to the
            Company during the calendar year for which such election is made
            (whether or not such compensation is actually paid and received in
            such calendar year);

            (iii) If a Participant is currently deferring Salary and/or Bonus
            and fails to complete and return a Form prior to the January 1 of
            the calendar year to which such Form is to be effective, then the
            deferral election made by the Participant on the most recently filed
            Form shall be considered effective for the new calendar year; and

            (iv)  A Participant may terminate a deferral election for the
            remaining portion of any calendar year by filing with the Committee
            (or its designee) written notice that any deferrals are to cease
            during such calendar year. Such notice shall be effective with
            respect to all Salary or Bonus earned and paid after the filing of
            such notice. Once any such notice is filed, the Participant must
            file a new Form with the Committee (or its designee) to recommence
            any deferral and may not resume any deferral of Salary and/or Bonus
            until the following year.

4.2   MATCHING CONTRIBUTIONS. Provided the Participant is employed by the
Company, on the first business day of each month the Company shall credit to the
Participant's Matching Contribution Subaccount a matching contribution equal to
25% of Salary and/or Bonus actually deferred under the Plan by the Participant
during the preceding month. Notwithstanding the above, no Matching Contribution
shall be made on any transfer to the Plan of Prior Plan deferred amounts
pursuant to Section 5.5 of the Plan.

4.3   SUPPLEMENTAL CONTRIBUTIONS. In its sole discretion, provided the
Participant is employed by the Company, the Company may, on the first business
day of any month, credit additional sums to the Participant's Supplemental
Contribution Subaccount. The amount of any such contributions shall be
determined by the Company in its sole discretion.





                                      7
<PAGE>   11

                                    SECTION 5
                             DEFERRAL PLAN ACCOUNTS

5.1   ESTABLISHMENT OF DEFERRAL PLAN ACCOUNTS. The Company shall establish a
Deferral Plan Account ("DPA") for each Participant. Each Participant's DPA shall
be comprised of Deferred Compensation Cash and Stock Subparts, Matching
Contribution Cash and Stock Subparts, and Supplemental Contribution Cash and
Stock Subparts.

5.2   DEFERRED COMPENSATION SUBACCOUNT. Deferred Compensation Cash and Deferred
Compensation Stock Subparts shall be created under each Participant's Deferred
Compensation Subaccount to which shall be credited all Salary and/or Bonus
amounts deferred by a Participant in accordance with Section 4.1 of the Plan.

      A.    INITIAL CREDIT TO SUBACCOUNT. Each Participant's Deferred
      Compensation Cash and Stock Subparts shall be credited no less frequently
      than the first business day of each month with an amount equal to the sum
      of the Salary and/or Bonus deferred by the Participant during the
      preceding month in accordance with Section 4.1 of the Plan.

            (I)   CREDIT TO STOCK SUBPART. The dollar amount of Salary and/or
            Bonus deferred shall be converted into Stock Units by dividing such
            dollar amount by the Weighted Average Closing Price of the Company's
            Stock which exists on the date such Salary and/or Bonus is credited
            to the Participant's Stock Subpart.

            (II)  CREDIT TO CASH SUBPART. The actual dollar amount of Salary
            and/or Bonus deferred shall be credited as cash to the Participant's
            Cash Subpart.

      B.    EARNINGS CREDIT TO SUBACCOUNT. Each Participant's Deferred
      Compensation Stock and Cash Subparts shall be credited with earnings
      amounts equal to the following.

            (I)   EARNINGS CREDIT TO STOCK SUBPART. On each Dividend Payment
            Date, an amount equal to the sum of the cash dividends potentially
            payable on all Stock Units then allocated to the Participant's
            Deferred Compensation Stock Subpart shall be credited to such
            Subpart. The dollar amount of such cash dividends shall be converted
            into Stock Units by dividing such dollar amount by the Weighted
            Average Closing Price of the Company's Stock which exists on such
            Dividend Payment Date.

            (II)  EARNINGS CREDIT TO CASH SUBPART. On each December 31, the
            Current Earnings Rate(appropriately compounded) shall be multiplied
            by the dollar sum then allocated to the Participant's Deferred
            Compensation Cash Subpart. The resulting amount shall be credited to
            such Subpart.

5.3   MATCHING CONTRIBUTION SUBACCOUNT. Matching Contribution Cash and Matching
Contribution Stock Subparts shall be created under each Participant's Matching
Contribution Subaccount to which shall be credited all Matching Contributions
made in accordance with Section 4.2 of the Plan. 

      A.    INITIAL CREDIT TO SUBACCOUNT. Each Participant's Matching
      Contribution Cash and Stock Subparts shall be credited no less frequently
      than the first business day of each month with an amount equal to the
      Matching Contributions made in accordance with Section 4.2 of the Plan.



                                      8
<PAGE>   12
            (I)   CREDIT TO STOCK SUBPART. The dollar amount of Matching
            Contribution shall be converted into Stock Units by dividing such
            dollar amount by the Weighted Average Closing Price of the Company's
            Stock which exists on the date such Salary and/or Bonus is credited
            to the Participant's Stock Subpart.

            (II)  CREDIT TO CASH SUBPART. The actual dollar amount of Matching 
            Contribution shall be credited as cash to the Participant's Cash 
            Subpart.

      B.    EARNINGS CREDIT TO SUBACCOUNT. Each Participant's Matching
      Contribution Stock and Cash Subparts shall be credited with earnings
      amounts equal to the following.

            (I)   EARNINGS CREDIT TO STOCK SUBPART. On each Dividend Payment
            Date, an amount equal to the sum of the cash dividends potentially
            payable on all Stock Units then allocated to the Participant's
            Matching Contribution Stock Subpart shall be credited to such Stock
            Subpart. The dollar amount of such cash dividends shall be converted
            into Stock Units by dividing such dollar amount by the Weighted
            Average Closing Price of the Company's Stock which exists on such
            Dividend Payment Date.


            (II)  EARNINGS CREDIT TO CASH SUBPART. On each December 31, the
            Current Earnings Rate (appropriately compounded) shall be multiplied
            by the dollar sum then allocated to the Participant's Matching
            Contribution Cash Subpart. The resulting amount shall be credited to
            such Cash Subpart.

5.4   SUPPLEMENTAL CONTRIBUTION SUBACCOUNT. Supplemental Contribution Cash and
Supplemental Contribution Stock Subparts shall be created under each
Participant's Supplemental Contribution Subaccount to which shall be credited
all Supplemental Contributions made in accordance with Section 4.3 of the Plan.

      A.    INITIAL CREDIT TO SUBACCOUNT. Each Participant's Supplemental
      Contribution Cash and Stock Subparts shall be credited no less frequently
      than the first business day of each month with an amount equal to any
      Supplemental Contributions made in accordance with Section 4.3 of the
      Plan.

            (I)   CREDIT TO STOCK SUBPART. The dollar amount of Supplemental
            Contribution shall be converted into Stock Units by dividing such
            dollar amount by the Weighted Average Closing Price of the Company's
            Stock which exists on the date such Salary and/or Bonus is credited
            to the Participant's Stock Subpart.

            (II)  CREDIT TO CASH SUBPART. The actual dollar amount of
            Supplemental Contribution shall be credited as cash to the
            Participant's Cash Subpart.

      B.    EARNINGS CREDIT TO SUBACCOUNT. Each Participant's Supplemental
      Contribution Stock and Cash Subparts shall be credited with earnings
      amounts equal to the following.

            (I)   EARNINGS CREDIT TO STOCK SUBPART. On each Dividend Payment
            Date, an amount equal to the sum of the cash dividends potentially
            payable on all Stock Units then allocated to the Participant's
            Supplemental Contribution Stock Subpart shall be credited to such
            Stock Subpart. The dollar amount of such cash dividends shall be
            converted into Stock Units by dividing such dollar amount by the
            Weighted Average Closing Price of the Company's Stock which exists
            on such Dividend Payment Date.


                                      9
<PAGE>   13
            (II)  EARNINGS CREDIT TO CASH SUBPART. On each December 31, the
            Current Earnings Rate (appropriately compounded) shall be multiplied
            by the dollar sum then allocated to the Participant's Supplemental
            Contribution Cash Subpart. The resulting amount shall be credited to
            such Cash Subpart.

5.5   TRANSFER OF PRIOR PLAN DEFERRAL AMOUNTS TO DPAS. Should a Participant have
previously deferred a portion of his or her Salary and/or Bonus compensation
under a Prior Plan, then any amounts credited to a Participant's deferred
compensation account (or similar bookkeeping account) under the Prior Plan as of
the date of commencement of participation in the Plan by the Participant shall
be transferred to the Plan's Deferred Compensation Subaccount. From such date of
transfer, the deferred compensation account (or similar bookkeeping account)
under the Prior Plan shall cease to exist for purposes of paying any benefits
under the provisions of the Prior Plan and any benefits payable under the Prior
Plan shall henceforth be payable subject to the terms and conditions of the
Plan.


                                    SECTION 6
                           VESTING OF DPA SUBACCOUNTS

6.1   VESTING. A Participant's Subaccounts shall vest in accordance with the
following.

      A.    DEFERRED COMPENSATION SUBACCOUNT. A Participant's Deferred
      Compensation Subaccount shall at all times be 100% vested.

      B.    MATCHING CONTRIBUTION SUBACCOUNT. A Participant's Matching
      Contribution Subaccount shall vest in accordance with the following
      schedule:

<TABLE>
<CAPTION>
                Participant's Years
                      of Service               Vested Percentage
                --------------------           -----------------
                     <S>                            <C>
                     1                                0%
                     2                                0%
                     3                                0%
                     4                                0%
                     5                              100%
</TABLE>

      Notwithstanding the above vesting schedule under Section 6.1(B), upon
      the following events, a Participant's Matching Contribution
      Subaccount shall become 100% vested: (i) the death or Disability of
      the Participant, (ii) a Change in Control of the Company, or (iii)
      the termination of employment by a Participant for Good Reason.

      C.    SUPPLEMENTAL CONTRIBUTION SUBACCOUNT. A Participant's Supplemental
      Contribution Subaccounts shall vest in accordance with the following
      schedule:

<TABLE>
<CAPTION>
               Participant's Years
                     of Service                Vested Percentage
               -----------------------         -----------------
                         <S>                        <C>
                         1                            0%
                         2                            0%
                         3                            0%
                         4                            0%
                         5                          100%
</TABLE>



                                      10
<PAGE>   14

      Notwithstanding the above vesting schedule under Section 6.1(C), upon the
      following events, a Participant's Matching Contribution Subaccount shall
      become 100% vested: (i) the death or Disability of the Participant, (ii) a
      Change in Control of the Company, or (iii) the termination of employment
      by a Participant for Good Reason.


                                    SECTION 7
                             PAYMENT TO PARTICIPANTS

7.1   PAYMENT UPON TERMINATION OF EMPLOYMENT. Once a Participant terminates
service with the Company (for whatever reason), the Participant (or, if
appropriate, his or her Beneficiary) will be entitled to payment of the vested
value of such Participant's Deferred Compensation, Matching Contribution, and
Supplemental Subaccounts as follows:

      A.    LUMP SUM DISTRIBUTION. An amount equal to the vested value of the
      Participant's Deferred Compensation, Matching Contribution, and
      Supplemental Contribution Subaccounts shall be paid to the Participant:
      (1) in one lump-sum distribution on the first business day of the second
      month following the Participant's termination of employment, or (2) in
      such manner as the Company and Participant mutually agree to in writing.

            (I)   VALUATION OF DEFERRED COMPENSATION SUBACCOUNT. For purposes of
            determining the payment from the Participant's Deferred Compensation
            Subaccount, the greater of the cash value of the Deferred
            Compensation Cash or Deferred Compensation Stock Subpart will be
            used for purposes of determining the amount of payment.

            To determine the cash value of the Participant's Deferred
            Compensation Stock Subpart, the number of Stock Units credited on
            the date of termination of employment shall be multiplied by the
            Weighted Average Closing Price of the Stock on such date. To
            determine the value of the Participant's Deferred Compensation Cash
            Subpart, the cash amount credited to such Subpart on the date of
            termination of employment shall be utilized.

            (II)  VALUATION OF MATCHING CONTRIBUTION SUBACCOUNT. For purposes of
            determining the payment from the Participant's Matching Contribution
            Subaccount, the greater of the cash value of the Matching
            Contribution Cash or Matching Contribution Stock Subpart will be
            used for purposes of determining the amount of payment.

              To determine the cash value of the Participant's Matching
            Contribution Stock Subpart, the number of Stock Units credited on
            the date of termination of employment shall be multiplied by the
            Weighted Average Closing Price of the Stock on such date. To
            determine the value of the Participant's Matching Contribution Cash
            Account, the cash amount credited to such Subpart on the date of
            termination of employment shall be utilized.


            (III) VALUATION OF SUPPLEMENTAL CONTRIBUTION SUBACCOUNT. For
            purposes of determining the payment from the Participant's
            Supplemental Contribution Subaccount, the greater of the cash value
            of the Supplemental Contribution Cash or Supplemental Contribution
            Stock Subpart will be used for purposes of determining the amount of
            payment.



                                      11
<PAGE>   15

                  To determine the cash value of the Participant's Supplemental
                Contribution Stock Subpart, the number of Stock Units credited
                on the date of termination of employment shall be multiplied by
                the Weighted Average Closing Price of the Stock on such date. To
                determine the value of the Participant's Supplemental
                Contribution Cash Account, the cash amount credited to such
                Subpart on the date of termination of employment shall be
                utilized.

      B.    DEATH BEFORE PAYMENT OF BENEFITS. Should Participant die
      before the balance of the Participant's Deferred Compensation,
      Matching Contribution, and Supplemental Contribution Subaccounts
      have been paid to the Participant, then any remaining payments will
      be made to the Participant's Beneficiary in the same form and manner
      as they would have been made to the Participant under the provisions
      of Section 7.1(A) of the Plan.

7.2   DISTRIBUTIONS IN CASES OF HARDSHIP. Notwithstanding the provisions of
Section 7.1 of the Plan, the Committee may, in its sole discretion, choose to
permit a Participant to withdraw amounts from his or her Deferred Compensation
Subaccount upon a showing by such Participant that an Unforeseeable Emergency
has occurred. Such distributions shall be limited to the amount shown to be
necessary to meet the Unforeseeable Emergency, and no more than one withdrawal
will be permitted from a Participant's Deferred Compensation Subaccount during
each calendar year.

The dollar amount of any withdrawal shall reduce the value of both the
Participant's Deferred Compensation Cash and Stock Subparts. To determine the
cash value of the Participant's Deferred Compensation Stock Subpart on the date
of withdrawal of funds, the number of Stock Units credited on the date of
withdrawal of funds shall be multiplied by the Weighted Average Closing Price of
the Stock on such date. To determine the value of the Participant's Deferred
Compensation Cash Subpart on the date of withdrawal of funds, the cash amount
credited to such Subpart on such date shall be utilized.

Any amounts distributed to a Participant pursuant to a hardship withdrawal shall
be considered to be taxable wages to the Participant in the calendar year of
withdrawal.


                                    SECTION 8
                             PARTICIPANT STATEMENTS

8.1   PARTICIPANT STATEMENTS. Each Participant shall be provided with the
following statements.

      A.    ANNUAL PARTICIPANT STATEMENTS. At or within a reasonable period of
      time following the end of each calendar year, each Participant shall be
      provided with a statement showing the balances (vested and nonvested) in
      the Participant's Deferred Compensation, Matching Contribution, and
      Supplemental Contributions Subaccounts as follows.

            (I)   DEFERRED COMPENSATION SUBACCOUNT. The end-of-year balance in a
            Participant's Deferred Compensation Stock Subpart shall consist of
            the number of Stock Units allocated to the Participant's Stock
            Subpart at year end, multiplied by the Weighted Average Closing
            Price of the Stock on such date. The end-of-year balance in a
            Participant's Deferred Compensation Cash Subpart shall consist of
            the dollar amount of cash allocated to the Participant's Cash
            Subpart at year end.

            (II)  MATCHING CONTRIBUTION SUBACCOUNT. The end-of-year balance in a
            Participant's Matching Contribution Stock Subpart shall consist of
            the number of Stock Units allocated to the 



                                      12
<PAGE>   16

            Participant's Stock Subpart at year end, multiplied by the Weighted
            Average Closing Price of the Stock on such date. The end-of-year
            balance in a Participant's Matching Contribution Cash Subpart shall
            consist of the dollar amount of cash allocated to the Participant's
            Cash Subpart at year end.

            (III) SUPPLEMENTAL CONTRIBUTION SUBACCOUNT. The end-of-year balance
            in a Participant's Supplemental Contribution Stock Subpart shall
            consist of the number of Stock Units allocated to the Participant's
            Subpart at year end, multiplied by the Weighted Average Closing
            Price of the Stock on such date. The end-of-year balance in a
            Participant's Supplemental Contribution Cash Subpart shall consist
            of the dollar amount of cash allocated to the Participant's Cash
            Subpart at year end.

      B.    STATEMENT UPON TERMINATION OF EMPLOYMENT. Within 30 days following
      the date of termination of employment by a Participant (for any reason),
      the Participant shall be provided with a statement showing the vested
      balances in the Participant's Deferred Compensation, Matching
      Contribution, and Supplemental Contributions Subaccounts, as follows.

            (I)   DEFERRED COMPENSATION SUBACCOUNT. The balance in a
            Participant's Deferred Compensation Subaccount shall consist of the
            greater of the cash value of the Deferred Compensation Cash or
            Deferred Compensation Stock Subpart.

              To determine the cash value of the Participant's Deferred
            Compensation Stock Account, the number of Stock Units credited on
            the date of termination of employment shall be multiplied by the
            Weighted Average Closing Price of the Stock on such date. To
            determine the value of the Participant's Deferred Compensation Cash
            Subpart, the cash amount credited to such Subpart on the date of
            termination shall be utilized.

            (II)  MATCHING CONTRIBUTION SUBACCOUNT. The balance in a
            Participant's Matching Contribution Subaccount shall consist of the
            greater of the cash value of the Matching Contribution Cash or
            Matching Contribution Stock Subpart.

              To determine the cash value of the Participant's Matching
            Contribution Stock Subpart, the number of Stock Units credited on
            the date of termination of employment shall be multiplied by the
            Weighted Average Closing Price of the Stock on such date. To
            determine the value of the Participant's Matching Contribution Cash
            Subpart, the cash amount credited to such Subpart on the date of
            termination of employment shall be utilized.

            (III) SUPPLEMENTAL CONTRIBUTION SUBACCOUNT. The balance in a
            Participant's Supplemental Contribution Subaccount shall consist of
            the greater of the cash value of the Supplemental Contribution Cash
            or Supplemental Contribution Stock Subpart.

              To determine the cash value of the Participant's Supplemental
            Contribution Stock Subpart, the number of Stock Units credited on
            the date of termination of employment shall be multiplied by the
            Weighted Average Closing Price of the Stock on such date. To
            determine the value of the Participant's Supplemental Contribution
            Cash Account, the cash amount credited to such Subpart on the date
            of termination of employment shall be utilized.



                                      13
<PAGE>   17


                                    SECTION 9
                        AMENDMENT OR TERMINATION OF PLAN

9.1   AMENDMENT OR TERMINATION OF PLAN. Any amendment to this Plan shall be made
pursuant to a resolution of the Board; provided, however, that if such amendment
directly or indirectly affects the benefits payable under the Plan, 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 Beneficiary).

                                   SECTION 10
                               GENERAL PROVISIONS

10.1  PARTICIPANT'S RIGHTS UNFUNDED. The Plan 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 Company in the event of the Company's insolvency
or bankruptcy.

Company shall implement a form of trust arrangement (known generally as a "rabbi
trust") to hold Company assets which will be used to make payments to the
Participant (or any Beneficiary) under the terms of the Plan. 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 Plan as Exhibit
C.

10.2  INDEPENDENCE OF OTHER BENEFIT ARRANGEMENTS. Participation in the Plan
shall in no way restrict or otherwise impact Participant's participation in any
other welfare benefit plan, employment or other contract, deferred compensation
arrangement, equity participation plan, or any other form of retirement benefit
arrangement sponsored by Company.

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

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

10.5  SPENDTHRIFT PROVISION. No interest of any person or entity in, or right to
receive a distribution under, the Plan 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.

10.6  APPLICABLE LAW. The Plan shall be construed and administered under the
laws of the state of Tennessee.

10.7  SEVERABILITY. In the event that any of the provisions of the Plan 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



                                      14
<PAGE>   18

manifested in the provision held invalid or inoperative, and (ii) the validity
and enforceability of the remaining provisions of the Plan will not be affected
thereby.

10.8  INCAPACITY OF RECIPIENT. If any person entitled to a distribution under
the Plan is deemed by Company to be incapable (physically or mentally) of
personally receiving and giving a valid receipt for any payment pursuant to the
Plan, then, unless and until claim therefore shall have been made by a duly
appointed guardian or other legal representative of such person, Company 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 Company and the Plan with
respect to such payment.

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

10.10 UNCLAIMED BENEFITS. Participant shall keep Company informed of his or her
current address and the current address of his or her Beneficiary. Company shall
not be obligated to search for the whereabouts of any person. If the location of
Participant is not made known to Company within a one (1) year period after the
date on which payment is to be made under the provisions of Section 7.1, then
payment may be made by the Company to the Beneficiary instead. If, within one
(1) additional year after such initial one (1) year period, Company is unable to
locate any designated Beneficiary of the Participant, then Company shall have no
further obligation to pay any benefit under the Plan to such Participant or
designated Beneficiary and any such benefit shall be irrevocably forfeited.

10.11 LIMITATIONS ON LIABILITY. Participant and any other person claiming
benefits under the Plan shall be entitled under this Plan only to those payments
provided in accordance with the provisions of the Plan ("Payment Claims"). With
the exception of the provisions of Section 10.13 of the Plan, neither Company,
Company Successor, nor any individual acting as employee or agent of Company or
Company Successor shall be liable to Participant or any other person for any
other claim, loss, liability, or expense under this Plan not directly related to
a Payment Claim.

10.12 FORFEITURE OF BENEFITS. Notwithstanding any other provision of the Plan,
should Participant engage in theft, fraud, or embezzlement causing significant
property damage to Company, then any benefits payable to such Participant under
the Plan will automatically be forfeited. The determination of theft or
embezzlement 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
10.12, 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.

10.13 PAYMENT OF ATTORNEY'S FEES, COURT COSTS, AND INTEREST ON LOSS OF BENEFITS.
Should either the Company or Company Successor (for these purposes, "Company")
or Participant bring an action at law (or through arbitration) in order that the
Plan'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 Plan. In addition, should the prevailing party be
Participant, he or she shall also be entitled to interest on any delayed
payments, with such interest computed at the Applicable Rate.

10.14 PAYMENT OF TAXES. Anything in the Plan to the contrary notwithstanding, in
the event it shall be determined that any payment of benefits under this Plan
(the "Plan Payment") would be subject to the excise tax imposed by Section 4999
of the Code, or any interest or penalties are incurred by the Participant with




                                      15
<PAGE>   19

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
the Participant shall be entitled to receive an additional payment (an "Excise
Tax Gross-Up Payment") in an amount such that after payment by the Participant
of all taxes (including any interest or penalties imposed with respect thereto)
and Excise Tax Gross-Up Payment equal to the Excise Tax imposed upon the Plan
Payment. The Excise Tax Gross-Up Payment will be made within two (2) months
following the Participant's termination of employment, once a good faith
determination has been made by either the Company or the Participant that the
Plan Payment is subject to the excise tax imposed by Section 4999 of the Code.

10.15 WITHHOLDING. There shall be deducted from all payments under the Plan the
amount of any taxes required to be withheld by any federal, state, or local
government. Except as provided in Section 10.14, the Participants, any
Beneficiaries, and personal representatives shall bear any and all federal,
foreign, state, local, income, or other taxes imposed on amounts paid under the
Plan.

10.16 PARTICIPANTS BOUND BY TERMS OF THE PLAN. Each Participant shall be deemed
conclusively to have accepted and consented to all terms of the Plan and all
actions or decisions made by the Company with regard to the Plan. Such terms and
consent shall also apply to and be binding upon any Beneficiaries, personal
representatives, and other Participant Successors of each Participant. Each
Participant shall receive a copy of the Plan.

10.17 EFFECTIVE DATE OF THE PLAN. The Plan shall be effective as of January 1,
1996.


IN WITNESS WHEREOF, the Plan is hereby adopted by the Company on the 23rd day of
February, 1995 and amended on the 17th day of April 1997.


                                                      UNION PLANTERS CORPORATION


                                     By: /s/ Benjamin W. Rawlins, Jr.
                                         ---------------------------------------

                                    Title: Chairman and Chief Executive Officer
                                           -------------------------------------








                                      16