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                                                                  EXHIBIT 10.15


                                  AMENDMENT TO
                  SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

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

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

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

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

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

                  (i)      The acquisition by any individual, entity or group
         (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Securities Exchange Act of 1934, as amended) of 25% or more
         of either (A) the then outstanding shares of common stock of Employer
         (the "Outstanding Company Common Stock") or (B) the combined voting
         power of the then outstanding voting securities of Employer entitled
         to vote generally in the election of directors (the "Outstanding
         Company Voting Securities"); provided, however, that for purposes of
         this subsection (i), the following acquisitions shall not constitute a
         Change in Control: (w) any acquisition directly from Employer, (x) any
         acquisition by Employer, (y) any acquisition by any employee benefit
         plan (or related trust) sponsored or maintained by Employer or any
         corporation controlled by Employer, or (z) any acquisition by any
         Person pursuant to a transaction which complies with clauses (A), (B)
         and (C) of subsection (iii) of this Section 1.6; or

                  (ii)     Individuals who, as of the date hereof, constitute
         the Board of Directors of Employer (the "Incumbent Board") cease for
         any reason to constitute at least a majority of the Board; provided,
         however, that any individual becoming a director subsequent to the
         date hereof whose election, or nomination for election by Employer's
         shareholders, was approved by a vote of at least a majority of the
         directors then comprising the Incumbent Board shall be considered as
         though such individual were a member of the Incumbent Board, but
         excluding, for this purpose, any such individual whose initial
         assumption of office occurs as a result of an actual or threatened
         election contest with


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         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 Employer (a "Business Combination"), in each case,
         unless, following such Business Combination,

                           (A)      all or substantially all of the individuals
                  and entities who were the beneficial owners, respectively, of
                  the Outstanding Company Common Stock and outstanding Company
                  Voting Securities immediately prior to such Business
                  Combination beneficially own, directly or indirectly, more
                  than 65% of, respectively, the then outstanding shares of
                  common stock and the combined voting power of the then
                  outstanding voting securities entitled to vote generally in
                  the election of directors, as the case may be, of the
                  corporation resulting from such Business Combination
                  (including, without limitation, a corporation which as a
                  result of such transaction owns Employer or all or
                  substantially all of Employer'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 Employer or such
                  corporation resulting from such Business Combination)
                  beneficially owns, directly or indirectly, 25% or more of,
                  respectively, the then outstanding shares of common stock of
                  the corporation resulting from such Business Combination or
                  the combined voting power of the then outstanding voting
                  securities of such corporation except to the extent that such
                  ownership existed prior to the Business Combination, and

                           (C)      at least a majority of the members of the
                  board of directors of the corporation resulting from such
                  Business Combination were members of the Incumbent Board at
                  the time of the execution of the initial agreement, or of the
                  action of the Board, providing for such Business Combination.

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

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


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

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

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

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

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


                                        ---------------------------------------
                                        Participant


                                        UNION PLANTERS CORPORATION


                                        By:
                                            -----------------------------------


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