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                                 EXHIBIT 10(D)

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                               AMENDMENT NO. 2 TO
                  SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


      THIS AMENDMENT, dated as of August 31, 1999, by and between Union
Planters Corporation ("Employer") and Benjamin W. Rawlins, Jr. ("Participant"),
amends that certain Supplemental Retirement Agreement, dated as of February 23,
1995, as previously amended April 17, 1997, by and between Employer and
Participant (the "SERP").

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

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

      1. Reduction of Benefits to Reflect "Cost of Funds" under Split Dollar
Insurance Program. There is hereby added a new Section 2.9 to the SERP to read
as follows:

         "2.9 REDUCTION OF BENEFITS TO REFLECT "COST OF FUNDS" UNDER SPLIT
         DOLLAR INSURANCE PROGRAM. Employer and Participant have entered into a
         Split Dollar Agreement dated August 31, 1999 ("Split Dollar
         Agreement"), pursuant to which certain life insurance coverage will be
         provided on the joint lives of Participant and his spouse, Alice
         Jenkins Rawlins. Under the Split Dollar Agreement, on August 31, 1999,
         Employer paid a premium of $503,732 for the life insurance policy
         providing second to die coverage on Participant and his said spouse
         ("Policy"), and Employer will pay four additional premiums of
         $503,775, $503,817, $503,918, and $504,062 on the Policy on the next
         four respective anniversaries of such initial premium payment date.
         Under paragraph 8 of the Split Dollar Agreement, when Participant and
         his said spouse are no longer living or certain other events earlier
         occur, Employer will be reimbursed for the cumulative amount of
         premiums paid under the split dollar program (without interest).

           In order to insure that Employer will also be reimbursed for the
         opportunity cost of making the premium payments under the split dollar
         program, the present value of the amount payable under this Article II
         shall be reduced (but not below zero) by an amount to be referred to
         as the "Cost of Funds Reimbursement." The Cost of Funds Reimbursement
         shall be determined (and the reduction described in the immediately
         preceding sentence shall be made) as of Participant's termination of
         employment for any reason (hereafter referred to as the "Cost of Funds
         Settlement Date"). The Cost of Funds Reimbursement shall be the sum of
         (a) plus (b), determined as follows:

           (a) There shall first be calculated the interest expense on each
         premium payment under the Program, determined as though Employer had
         borrowed the premium payment at an interest rate determined under
         Section 7520(a)(2) of the Internal Revenue Code of 1986, as amended
         ("Applicable Federal Rate" or "AFR"). The interest expense for the
         first twelve months after a premium payment is made shall be
         determined using the AFR as in effect for the month such premium
         payment is made, and shall remain in effect until the one-year
         anniversary of the date such premium payment was made. As of such
         one-year anniversary, the interest expense with respect to such
         premium for the next twelve months shall be
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         determined using the AFR in effect for the month which includes such
         one-year anniversary, and so forth until the Cost of Funds Settlement
         Date occurs. The aggregate interest expense for all premiums under the
         Program for all years from the date the first premium payment is made
         until the Cost of Funds Settlement Date occurs shall be the amount
         under this paragraph (a).

           (b) There shall next be determined as of the Cost of Funds
         Settlement Date the present value of all future interest expense of
         all premiums under the Program, including both premiums paid and
         premiums not yet accrued or paid as of the Cost of Funds Settlement
         Date. The future interest expense shall run from the Cost of Funds
         Settlement Date to the earliest date on which Employer is entitled to
         reimbursement under paragraph 8 of the Split Dollar Agreement of the
         cumulative premiums paid by Employer under the Policy. For this
         purpose, (i) all future interest expense shall be determined using the
         AFR in effect for the month in which the Cost of Funds Settlement Date
         occurs, rather than the AFR which was in effect at the time the most
         recent premium payment was made, (ii) no future interest expense shall
         accrue for a future premium payment until the date such premium is
         due, and (iii) the future interest expense shall be discounted to
         present value using the AFR in effect for the month in which the Cost
         of Funds Settlement Date occurs. The present value of all future
         interest expense as determined under this paragraph shall be the
         amount determined under this paragraph (b).

                  (c) If prior to the 15th anniversary of the date the initial
         premium payment was made under the Split Dollar Program, the Employer
         is reimbursed under the Split Dollar Agreement for all amounts that
         would be owed to the Employer under the Split Dollar Agreement upon
         the death of the survivor of the Participant and his spouse named in
         paragraph (a) above (such date to be referred to herein as the
         "Premium Reimbursement Date"), then an additional amount shall be paid
         under this Section 2.9 determined as follows: (i) the future interest
         expense under paragraph (b) immediately above shall be re-calculated
         as of the Cost of Funds Settlement Date as though it was known as of
         such date that the future interest expense for premiums under the
         Split Dollar Program would run only until the actual Premium
         Reimbursement Date, using the AFR in effect for the Cost of Funds
         Settlement Date; (ii) there shall be subtracted from the actual amount
         determined under paragraph (b) immediately above the amount determined
         under clause (c)(i) immediately preceding; and (iii) the remainder
         determined under clause (c)(ii) immediately preceding shall be
         credited with interest using the AFR as of the Cost of Funds
         Settlement Date, such interest to run from the Cost of Funds
         Settlement Date to the Premium Reimbursement Date. The additional
         payment determined under this paragraph (c) shall be made to the
         Participant if he is then living, and if he is not then living, then
         to the Participant's Beneficiary. Such payment shall be made in the
         same form being under this Agreement as of the Premium Reimbursement
         Date. If no payments are being made under this Agreement as of such
         date, or, alternatively, at the Participant's or Beneficiary's
         election, as applicable (with the consent of the Employer), payment
         shall be made to the Participant or Beneficiary, as applicable, in a
         lump sum payment as soon as practicable after the Premium
         Reimbursement Date."

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      The terms of the SERP not hereby amended shall be and remain in full
force and effect and are not affected by this Amendment.
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      IN WITNESS WHEREOF, Participant and Employer have duly executed this
Amendment as of the day and year first above written.



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



                                UNION PLANTERS CORPORATION



                                By: /s/ M. Kirk Walters
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                                Its: Senior Vice President and Treasurer
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