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                                 EXHIBIT 10(A)


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                        AMENDED AND RESTATED TRUST UNDER
                           UNION PLANTERS CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


This Amended and Restated Trust Agreement ("Trust Agreement") made this 31st
day of August, 1999, amends and restates that certain Trust Agreement dated as
of May 9, 1995, as previously amended on May 23, 1995 and April 17, 1997, by
and between Union Planters Corporation as grantor ("Company") and the Union
Planters Bank, N. A. Trust Department as trustee ("Trustee").

WHEREAS, Company adopted the Supplemental Executive Retirement Plan ("Plan"),
effective February 23, 1995, for selected executive officers of Union Planters
Corporation and its subsidiaries ("Participants"), and such Plan and
Participant Agreements under the Plan are included with this Trust Agreement as
Appendix A;

WHEREAS, those terms which are defined in the Plan and accompanying Participant
Agreements shall have the same meaning in this trust Agreement as they do in
the Plan and accompanying Participant Agreements;

WHEREAS, Company has incurred or experts to incur liability under the terms of
such Plan and accompanying Participant Agreements;

WHEREAS, Company wishes to establish a trust (hereinafter called "Trust") and
to contribute to the Trust assets that shall be held therein, subject to the
claims of Company's creditors in the event of Company's insolvency, as herein
defined, until paid to Participants and their Beneficiaries in such manner and
at such times as specified in the Plan;

WHEREAS, it is the intention of the parties that this Trust shall constitute an
unfunded arrangement and shall not affect the status of the Plan as an unfunded
plan maintained for the purpose of providing deferred compensation under Title
I of the Employee Retirement Income Security Act of 1914;

WHEREAS, it is the intention of Company to make Contributions to the Trust to
provide itself with a source of funds to assist it in the meeting of its
liabilities under the Plan;

NOW, THEREFORE, the Company and Trustee do hereby establish this Trust and
agree that this Trust shall be comprised, held and disposed of as follows:


                                   SECTION 1
                             ESTABLISHMENT OF TRUST

1.1 The Trust hereby established is irrevocable by Company.

1.2 Within sixty (60) days from the establishment of this Trust, Company shall
irrevocably deposit in this Trust the sum necessary to fund the current
aggregate payment obligations to Participants under the Plan. For these
purposes, the current funding obligation shall be that amount required to be
placed on the Company's financial statements in accordance with the provisions
of Generally Accepted Accounting Principles ("GAAP") as a liability for future
payment obligations under the Plan. Furthermore, in its sole discretion,
additional amounts in excess of the current funding obligation may also be
irrevocably deposited by Company in the Trust. Such amounts shall become the
initial principal of the Trust to be held, administered and disposed of by
Trustee as provided in this Trust Agreement.

Although sums deposited by Company into the Trust may be held in the form of
one or more common, pooled investment funds, for administrative accounting
purposes, subaccounts shall be established under the Trust Agreement for each
Participant ("Participant Subaccounts"). The Trustee shall allocate to such
Participant Subaccounts amounts deposited by Company to the Trust under the
provisions of Sections 1.2, 1.3, and 1.4 of the Trust Agreement. Such
allocations, shall be in the sole discretion of the Trustee and Individual
Participant allocations need not necessarily conform to that amount required to
be placed on the Company's financial statements in accordance with the
provisions of Generally Accepted Accounting Principles ("GAAP") as a liability
for future payment

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obligations under the Plan. For purposes of such allocations, Trustee may
utilize any information provided by the Company as deemed relevant, including
any annual or more frequent statements prepared by Company for Participants
showing those benefits which have accrued to Participants.

1.3 Company shall, within ninety (90) days following the end of any calendar
year during which a Participant is covered under the Plan, make additional
irrevocable deposits of cash or other property to the Trust to augment the
initial principal under the provisions of Section 1.2 of this Trust. The amount
of such additional deposits shall be equal to the additional amount required to
be placed on the Company's financial statements during such calendar year in
accordance with the provisions of Generally Accepted Accounting Principles
("GAAP") as a liability for future payment obligations under the Plan.
Furthermore, in its sole discretion, amounts in excess of the additional amount
required to be placed on the Company's financial statements may also be
irrevocably deposited by Company in the Trust. Such additional amounts shall be
hold, administered and disposed of by the Trustee as provided in this Trust
Agreement

1.4 Upon a Change of Control or Involuntary Termination of Employment, as
defined in Sections 13.4 and 13.5 of this Trust, Company shall within thirty
(30) days following the Change of Control or Involuntary Termination of
Employment, make an additional Irrevocable contribution to the Trust.

In the case of a Change of Control, the contribution shall be an amount that,
when combined with previous contributions to the Trust under Sections 1.2 and
1.3 of this Trust, is sufficient to pay all participants or Beneficiaries, the
benefits to which each Participant or their Beneficiaries would be entitled
pursuant to the terms of the Plan assuming termination of employment as of the
date on which the Change of Control occurred. In the case of an Involuntary
Termination of Employment, the contribution shall be an amount that, when
combined with previous contributions to the Trust under Sections 1.2 and 1.3 of
this Trust, is sufficient to pay each Participant subject to the Involuntary
Termination of Employment the benefits to which such Participant or his
Beneficiary would be entitled pursuant to the terms of the Plan assuming
termination of employment as of the date on which the Involuntary Termination
of Employment occurred. Furthermore, in its sole discretion, additional amounts
in excess of that required in the case of a Change of Control or Involuntary
Termination of Employment may also be irrevocably deposited by Company in the
Trust.

The amount to be transferred to the Trust upon a Change in Control shall
include the aggregate amount of all future premiums that are scheduled to be
paid following the Change in Control on any insurance policies which insure the
life of a Participant or a Participant and his spouse pursuant to a split
dollar life insurance program maintained by Company. On or about August 31,
1999, Company has delivered to Trustee a schedule of such future payments,
which shall be considered definitive and binding unless and until Company
presents a revised schedule of future premium payments to Trustee, provided,
however, that if such revised schedule reflects a reduced premium for any
policy year, then such schedule shall not be effective unless it is accompanied
by the written consent of the Participant whose life is insured by the policy
with such reduced premium(s). In addition, the amount to be transferred to the
Trust upon a Change in Control shall include an amount equal to two percent
(2%) of the fair market value of assets of the Trust following the Change in
Control transfer described in this paragraph, such amount representing a good
faith estimate of the future cost of administering the Trust to completion.

Additional amounts shall subsequently be contributed by the Company to the
Trust with ninety (90) days following the end of each calendar year to insure
that the Trusts assets are sufficient to pay each Participant or Beneficiary
described above the Benefits to which such Participants or their Beneficiaries
would be entitled pursuant to the terms of the Plan. Such additional amounts
shall be hold, administered and disposed of by the Trustee as provided in this
Trust Agreement.

1.5 The Trust is intended to be a grantor trust, of which Company is the
grantor, within the meaning of Subpart E, Part 1, Subchapter J, Chapter 1,
Subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.

1.6 The principal of the Trust, and any earnings thereon shall be held separate
and apart from other funds of Company and shall be used exclusively for the
uses and purposes of Participants and general creditors as herein set forth.
Participants and their Beneficiaries shall have no preferred claim on, or any
beneficial ownership interest in, any assets of the Trust. Any rights created
under the Plan and this Trust Agreement shall be mere unsecured contractual
rights of Participants and their Beneficiaries against Company. Any assets held
by the Trust will be subject to the claims of Company's general creditors under
federal and state law in the event of insolvency, as defined in Section 3.1.
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                                   SECTION 2
                PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES

2.1 Company shall deliver to Trustee a schedule (the "Payment Schedule") that:
(i), indicates the amounts payable with respect of each Participant (and his
Beneficiaries), (ii) provides a formula or other instructions acceptable to
Trustee for determining the amounts so payable, (iii) indicates the form in
which such amounts are to be paid (as provided for or available under the
Plan), and (iv) provides the time of commencement for payment of such amounts.
Except as otherwise provided herein, Trustee shall make payments to the
Participants and their Beneficiaries in accordance with such Payment Schedule.
The Trustee shall make provision for the reporting and withholding of any
federal, state or local taxes that may be required to be withheld with respect
to the payment of benefits pursuant to the terms of the Plan and shall pay
amounts withheld to the appropriate taxing authorities or determine that such
amounts have been reported, withheld and paid by Company.

2.2 The entitlement of a Participant or his Beneficiaries to benefits under the
Plan shall be determined by Company or such party as: it shall designate under
the Plan, and any claim for such benefits shall be considered and reviewed
under the procedures set out in the Plan.

2.3 Company may make payment of benefits directly to Participants or their
Beneficiaries as they become due under the terms of the Plan. Company shall
notify Trustee of its decision to make payment of benefits directly prior to
the time amounts are payable to Participants or their Beneficiaries. In
addition, if the principal of the Trust, and any earnings thereon, are not
sufficient to make payments of benefits in accordance with the terms of the
Plan, Company shall make the balance of each such payment as it falls due.
Trustee shall notify Company where principal and earnings are not sufficient.


                                   SECTION 3
                  TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO
                  TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT

3.1 Trustee shall cease payment of benefits to Participants and their
Beneficiaries if the Company to insolvent. Company shall be considered
"Insolvent" for purposes of this Trust Agreement if; (i) Company is unable to
pay its debts as they become due, (ii) Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code, or (iii)
Company is determined to be insolvent or in receivership by its appropriate
bank regulatory agency.

3.2 At all times during the continuance of this Trust, as provided in Section
1.4, the principal and income of the Trust shall be subject to claims of
general creditors of Company under federal and state law as set forth below.

         (a) The Board of Directors and the Chief Executive Officer of Company
         shall have the duty to inform Trustee in writing of Company's
         insolvency. If a person claiming to be a creditor of Company alleges
         in writing to Trustee that Company has become insolvent, Trustee shall
         determine whether Company is insolvent and, pending such
         determination, Trustee shall discontinue payment of benefits to
         Participants or their Beneficiaries.

         (b) Unless Trustee has actual knowledge of Company's insolvency, or
         has received notice from Company or a person claiming to be a creditor
         alleging that company is insolvent, Trustee shall have no duty to
         inquire whether Company is insolvent. Trustee may in all events rely
         on such evidence concerning Company's solvency as may be furnished to
         Trustee and that provides Trustee with a reasonable basis for making a
         determination concerning Company's solvency.

         (c) If at any time Trustee has determined that Company is insolvent
         Trustee shall discontinue payments to Participants or their
         Beneficiaries and shall hold the assets of the Trust for the benefit
         of Company's general creditors. Nothing in this Trust Agreement shall
         in any way diminish any rights of Participants or their Beneficiaries
         to pursue their rights as general creditors of Company with respect to
         benefits due under the Plan or otherwise.

         (d) Trustee shall resume the payment of benefits to Participants or
         their Beneficiaries in accordance with Section 2 of this Trust
         Agreement only after Trustee has determined that Company is not
         insolvent (or is no longer insolvent).
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3.3 Provided that there are sufficient assets, if Trustee discontinues the
payment of benefits from the Trust pursuant to Section 3.2 and subsequently
resumes such payments, the first payment following such discontinuance shall
include the aggregate amount of all payments due to Participants or their
Beneficiaries under the terms of the Plan for the period of such
discontinuance, less the aggregate amount of any payments made to Participants
or their Beneficiaries by Company in lieu of the payments provided under during
any such period of discontinuance.


                                   SECTION 4
                      REVERSION OF TRUST ASSETS TO COMPANY

4.1 The Trust is irrevocable and the Company shall have no right or power to
direct Trustee to return to Company or to divert to others any of the Trust
assets before all payment of benefits have been made to Participants and their
Beneficiaries pursuant to the terms of the Plan.


                                   SECTION 5
                              INVESTMENT AUTHORITY

5.1 The duties, powers, and responsibilities of the Trustee shall be limited as
specifically set forth in this Section 6 and as otherwise limited in this Trust
Agreement. The Trustee's powers shall include the following.

         (a) The power to invest only in United States Treasury Department
         Securities (or, where necessary) Money Market Mutual Funds which are
         invested solely in United States Treasury Department Securities or
         obligations), hereinafter referred to as "Treasury Securities." All
         rights associated with such Treasury Securities, including any voting
         rights and dividend rights, shall be exercised by Trustee or the
         person designated by Trustee, and shall in no event be exercisable by
         or rest with Participants.

         (b) The power to hold, manage and control the Treasury Securities hold
         in trust, to invest and reinvest the same, in such manner as the
         Trustee deems to be reasonably sound. Company shall establish an
         investment policy for Trustee which shall state Trust asset investment
         and reinvestment policy. The Trustee shall not be held responsible for
         any loss incurred through an investment error made in good faith, but
         shall be liable only for the Trustee's willful misconduct.

         (c) The power to take and hold title to Treasury Securities in the
         name of the Trustee or a nominee of the Trustee without disclosing the
         name or existence of the Trust.

         (d) The power to give general and special powers of attorney with or
         without rights of substitution, and generally to exercise any powers
         of an owner with regard to investment of the Trust assets.

         (e) The power to sue or defend in any suit or legal proceeding by or
         against the Trust. The Trustee shall have full power in the Trustee's
         discretion to compound, compromise, and adjust all claims and demand
         in favor of or against the Trust upon such terms and conditions as the
         Trustee deemed appropriate; provided, however, that the Trustee shall
         be indemnified by the Company for all expenses and liabilities in
         connection with any such proceedings.

         (f) The power to employ such agents, attorneys in fact, experts, and
         investment and legal counsel, and to delegate discretionary powers to
         or rely upon information or advice furnished by any such persons.

         (g) The power to do all acts, whether or not expressly authorized,
         which may be necessary or proper for the protection of the assets of
         the Trust, or for carrying out any duty imposed hereunder.

5.2 Notwithstanding any powers granted to the Trustee, pursuant to this Trust
Agreement or to applicable law, the Trustee shall not have any power that could
give this Trust the objective of carrying on a lousiness and dividing the gains
therefrom, within the meaning of Section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.
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5.3 To the extent that the Trustee is directed by the Company to invest part or
all of the Trust Fund in insurance contracts, the type and amount thereof shall
be specified by the Company. The Trustee shall be under no duty to make inquiry
as to the propriety of the type or amount so specified.

Each insurance contract issued shall provide that the Trustee shall be the
owner thereof with the power to exercise all rights, privileges, options and
elections granted by or permitted under such contract or under the rules of the
insurer. Prior to a Change in Control, the exercise by the Trustee of any
incidents of ownership under any contract shall be subject to the direction of
the Company, and after a Change in Control, such exercise shall be at the
discretion of the Trustee.

The Trustee shall have no power to name a beneficiary of the policy other than
the Trust, to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee, or to loan to any person the
proceeds of any borrowing against such policy. Despite the foregoing, the
Trustee may (i) loan to the Company the proceeds of any borrowing against an
insurance policy held in the Trust Fund or (ii) assign all, or any portion, of
a policy to the Company if under other provisions of this Trust Agreement the
Company is entitled to receive assets from the Trust.


                                   SECTION 6
                             DISPOSITION OF INCOME

6.1 During the term of this Trust, all of the income received by the Trust, not
of expenses and taxes, shall be accumulated and reinvested by the Trustee in
accordance with the terms of the Trust Agreement. Such accumulated and
reinvested income may be used by the Trustee in calculating the Company's
required contributions to the Trust under the provisions of Sections 1.3 and
1.4 of the Trust Agreement.


                                   SECTION 7
                             ACCOUNTING BY TRUSTEE

7.1 Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Company and Trustee. Within ninety (90) days following the close of each
calendar year and within ninety (90) days after the removal or resignation of
Trustee, Trustee shall deliver to Company a written account of its
administration of the Trust during such year or during the period from the
close of the last preceding year to the date of such removal or resignation,
setting forth all investments, receipts, disbursements and other transactions
effected by it, including a description of all securities and investments
purchased and sold with the cost or not proceeds of sum purchases or sales
(accrued interest paid or receivable being shown separately), and showing all
cash, securities and other property held in the Trust at the end of such year
or as of the date of such removal or resignation, as the case may be.


                                   SECTION 8
                           RESPONSIBILITY OF TRUSTEE

8.1 Trustee shall act with we care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in like capacity and
familiar with such matters would use in the conduct; of an enterprise of a like
character and with like aims, provided, however, that Trustee shall incur no
liability to any person for any action taken pursuant to a direction, request
or approval given by Company which is contemplated by, and in conformity with,
the terms of the Plan or this Trust and is given in writing by Company. In the
event of a dispute between Company and any third party, including a
Participants or Beneficiary, Trustee may apply to a Court of competent
jurisdiction to resolve the dispute.

8.2 If Trustee undertakes or defends any litigation arising in connection with
this Trust Agreement Company agrees to indemnify Trustee against Trustee's
costs, expenses and liabilities (including, without limitation, attorneys' fees
and expenses) relating thereto and to be primarily liable for such payments. If
Company does not pay such costs, expenses and liabilities in a reasonably
timely manner, Trustee may obtain funds to make payment from the Trust.

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8.3 Trustee may consult with legal counsel (who may also be counsel for Company
generally) with respect to any of its duties or obligations hereunder.

8.4 Trustee may hire agents, accountants, attorneys, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.

8.5 Trustee shall have, without exclusion, all powers conferred on Trustees by
applicable law, unless expressly provided otherwise in this Trust Agreement;
provided, however, that if an insurance policy is held as an asset of the
Trust, Trustee shall have no power to name a Beneficiary of the policy other
than the Trust, to assign the policy (as distinct from conversion of the policy
to a different form) other than to a successor Trustee, or to loan to any
person the proceeds of any borrowing against such policy.


                                   SECTION 9
                      COMPENSATION AND EXPENSES OF TRUSTEE

9.1 Company shall pay any administrative and Trustee's fees and expenses,


                                   SECTION 10
                       RESIGNATION AND REMOVAL OF TRUSTEE

10.1 Trustee may resign at any time by written notice to Company, which shall
be effective thirty (30) days after receipt of such notice unless Company and
Trustee agree otherwise.

10.2 Trustee may be removed by Company on thirty (30) days notice or upon
shorter notice accepted by Trustee. Notwithstanding the foregoing, for a period
of five (5) years following a Change in Control, Trustee may be removed by
Company only with the prior written consent of a majority of Participants who
are entitled to any future benefit under the Plan at the time of such proposed
removal.

10.3 Upon resignation or removal of Trustee and appointment of a successor
Trustee, all assets shall subsequently be transferred to the successor Trustee.
The transfer shall be completed within sixty (60) days after receipt of notice
of resignation, removal or transfer, unless Company extends the time limit.

10.4 If Trustee resigns or is removed, a successor shall be appointed in
accordance with Section 11 by the effective date of resignation or removal
under Sections 10.1 or 10.2. If no such appointment has been made, Trustee may
apply to a court of competent jurisdiction for appointment of a successor or
for instructions. All expenses of Trustee in connection with the termination
proceeding shall be allowed as administrative expenses of the Trust.

10.5 Notwithstanding anything to the contrary in this Section 10, upon a Change
in Control, (a) Union Planters Bank, N.A. Trust Department shall automatically
cease to serve as Trustee, without the necessity of executing any documentation
or taking further action, and (b) Wachovia Bank, N.A. shall automatically
become the successor Trustee, without the necessity of executing any
documentation other than a written acknowledgement of its acceptance of such
successor trusteeship. If Wachovia Bank, N.A. fails or refuses to execute such
acknowledgement within five (5) business days following the Change in Control,
then the successor trustee shall be appointed by Company, but only with the
prior approval of a majority of Participants eligible to receive benefits under
the Plan, pursuant to the provisions of Section 11.1.


                                   SECTION 11
                            APPOINTMENT OF SUCCESSOR

11.1 If Trustee resigns (or is removed) in accordance with Sections 10.1 or
10.2, Company may appoint any third party, such as a bank trust department or
other party that may be granted corporate trustee powers under state law, as a
successor to replace Trustee upon resignation or removal. The appointment shall
require the prior approval in writing of a majority of Participants eligible to

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receive benefits under the Plan and shall subsequently be effective when
accepted in writing by the new Trustee, who shall have all of the rights and
powers of the former Trustee, including ownership rights in the Trust assets.
The former Trustee shall execute any instrument necessary or reasonably
requested by Company or the successor Trustee to evidence the transfer.

11.2 The successor Trustee need not examine the records and acts of any prior
Trustee and may retain or dispose of existing Trust assets, subject to Sections
7 and 8. The successor Trustee shall not be responsible for and Company shall
indemnify and defend the successor Trustee from any claim or liability
resulting from any action or inaction of any prior Trustee or from any other
past event, or any condition existing at the time it becomes successor Trustee.


                                   SECTION 12
                            AMENDMENT OR TERMINATION

12.1 This Trust Agreement may be amended by a written instrument executed by
Trustee and Company. Notwithstanding the foregoing, no such amendment shall
conflict with the terms of the Plan or shall make the Trust revocable.
Notwithstanding the foregoing, for a period of five (5) years following a
Change in Control, the Trust may not be amended without the written consent of
a majority of Participants who are entitled to any future benefit under the
Plan at the time of such amendment.

12.2 The Trust shall not terminate until the date on which all Participants and
their Beneficiaries are no longer entitled to benefits, pursuant to the terms
of the Plan.

12.3 Notwithstanding the provisions of Section 12.2 of the Trust, upon written
approval of all Participants (or, if the Participant is deceased, the
Participant's Beneficiary) entitled to payment of benefits pursuant to the
terms of the Plan, Company may terminate this Trust prior to the time all
benefit payments under the Plan have been made. All assets in the Trust at
termination shall then be returned to Company, provided appropriate provisions
are made for no payment of any benefits to Participants (or, if a Participant
is deceased, a Participant's Beneficiary).


                                   SECTION 13
                                 MISCELLANEOUS

13.1 Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.

13.2 Benefits payable to Participants and their Beneficiaries under this Trust
Agreement may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process.

13.3 This Trust Agreement shall be governed by and construed in accordance with
the laws of Tennessee.

13.4 For purposes of this Trust Agreement, Change of 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 Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then outstanding voting securities of Company
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 of
Control (w) any acquisition directly from Company, (x) any acquisition by
Company, (y) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by Company or any corporation controlled by Company, 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 13.4; or

      (ii) Individuals who, as of the date hereof, constitute the Board of
Directors of Company (the "Incumbent Board") cease for
<PAGE>   9

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 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

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

           (B) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related trust) of Company
or such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 25% or more at 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.

13.5 For purposes of this Trust Agreement an Involuntary Termination of
Employment shall consist of a termination of employment by a Participant due
to: (i) Good Reason (as defined under a Participants Agreement), (ii) death or
disability, or (iii) any termination of employment following the date a
Participant reaches Normal Retirement Age or becomes an Eligible Participant
under the Participation Agreement.

13.6 Notwithstanding anything to the contrary contained in this Trust Agreement
or in the Plan: (i) in the event that the Internal Revenue Service prevails in
its claim that amounts contributed to and held in the Trust, and/or earnings
thereon, constitute taxable income to a Participants or his Beneficiary for any
taxable year of him , prior to the taxable year in which such contributions
and/or earnings are distributed to him, or (ii) in the event that legal counsel
satisfactory to the Company, the Trustee and the applicable Participants or his
Beneficiary renders an opinion that the Internal Revenue Service would likely
prevail in such a claim, the assets in the Trust Fund shall be immediately
distributed to the Participants or his Beneficiary. For purposes of this
Section 13.6, the Internal Revenue Service shall be deemed to have prevailed in
a claim if such claim is upheld by a court of final jurisdiction, or if the
Trustee, based upon an opinion of legal counsel satisfactory to the Company,
the Trustee and the Participants or his Beneficiary, fails to appeal a decision
of the internal Revenue Service, or of a court of applicable jurisdiction, with
respect to such claim, to an appropriate internal Revenue Service appeals
authority of to a court of higher jurisdiction within the appropriate time
period.


                                   SECTION 14
                                 EFFECTIVE DATE

14.1 Effective date of this Amended and Restated Trust Agreement shall be
August 31, 1999.
<PAGE>   10

UNION PLANTERS CORPORATION                     UNION PLANTERS BANK, N.A.
                                               TRUST DEPARTMENT

BY: /s/ Benjamin W. Rawlins, Jr.               BY: /s/ E. J. House, Jr.
    ----------------------------                   --------------------
       Benjamin W. Rawlins, Jr.
       Chairman and CEO                        TITLE: Executive Vice President