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                                                                   EXHIBIT 10.19

                                    FORM OF
                           UNION PLANTERS CORPORATION
                   DIRECTORS DEFERRED COMPENSATION AGREEMENT

     THIS DIRECTORS DEFERRED COMPENSATION AGREEMENT ("Agreement"), made and
entered into as of the date set forth below, by and between Union Planters
Corporation, a Tennessee Corporation with its principal office at 67 Madison
Ave., Memphis, Tennessee, ("Union Planters"); and _______________, citizen
of the State of _____________, whose principal address is _________________,
("Director").

                                  WITNESSETH:

     WHEREAS, Union Planters recognizes that the faithful efforts of the
Director has contributed significantly to its success and growth and Union
Planters values the efforts, abilities and accomplishments of the Director and
recognizes that his future services are vital to its continued growth and
profitability; and

     WHEREAS, Union Planters desires to compensate the Director and retain his
future services, if elected, to serve on the Board of Directors of Union
Planters in accordance with the terms, conditions, and provisions set forth
below.

     NOW, THEREFORE, in consideration of the premises, of the payments herein
provided for, and of the covenants and agreement set forth herein, the parties
hereby mutually covenant and agree as follows:

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1.       Purpose of this Agreement

         The purpose of this plan is to permit the members of the Board of
Directors of Union Planters to elect deferred receipt of director's fees.

2.       Definitions

         The following words or terms used in this document have the following
indicated meanings:

         (a)      "Agreement" means the Union Planters Deferred Compensation
                  Agreement.

         (b)      "Board" means the Union Planters Board of Directors.

         (c)      "Director" means any person duly elected to the company's
                  Board of Directors.

         (d)      "Participant" means any director who elects to participate in
                  the plan.

         (e)      "Director's fees" refers to any compensation, whether for
                   board meetings or for committee meetings or otherwise, earned
                   by a director for services rendered as a director during a
                   particular calendar year in which he is a participant but
                   only compensation earned after his election to participate.

         (f)      "Deferred Fee Starting Date" refers to the date upon which
                   payments under this Agreement will begin to the director.
                   These payments will begin as of the director's age 65 or, if
                   later, five years from the date of his first deferral.

3.       Participation

         A director becomes a participant for any calendar year by filing a
written election to participate in the plan with Union Planters Chief Fiscal
Officer not later than the December 20 immediately preceding the year in which
the director's fees are to be earned.

         Election to participate may be made with respect to all or a stated
percentage (which must be at least 10%) of directors fees to be earned for any
calendar year covered in the election to participate. Any election to
participate, once filed, is irrevocable for the calendar year in which it is


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filed and any calendar year for which it continues in effect. Furthermore, the
amounts of the second year's deferral cannot be less than that of the amount
deferred during the first year of deferral under this Agreement. The subsequent
deferrals may be increased or decreased on a year to year basis.

         Election to participate, once filed, applies to directors fees earned
in later calendar years in which a participant serves as a director, unless
revoked by a written request to Union Planters Chief Fiscal Officer.

         Any person who becomes a director who was not a director on the
preceding December 31 may file an election to participate before he attends
his first meeting as a director.

4.       Deferral of Directors Fees

         During any year in which a participant has an election to participate
on file with Union Planters Chief Fiscal Officer, Union Planters must withhold
and defer payment of the participant's directors fees as stated in his election
to participate.

         Union Planters must maintain accurate, separate memorandum accounts
with respect to each participant's directors fees credited and deferred
according to his election to participate. Union Planters must credit interest to
each participant's account at an annual compound rate equal to the rate paid on
Union Planters National Bank's one year certificates of deposit as of the first
banking day of the year of deferral.

5.       Distribution of Deferred Directors Fees

         Distribution to the director of amounts deferred under the Agreement,
together with accumulated interest, will begin at the director's age 65 or, if
later, 5 years after the date of the first deferral. Benefits will be paid in

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equal annual installments over a ten year period, or if shorter, the number of
years for which the director elected to make deferrals.

         Despite the preceding subparagraph, if the participant (or, if
applicable, his designated beneficiary) incurs a severe financial hardship.
Union Planters, in its absolute discretion, may revise the payment schedule.
Such severe financial hardship must have been caused by an accident, illness, or
event beyond the control of the participant; and Union Planters must revise the
payment schedule as previously established only to the extent reasonably
necessary to eliminate the severe financial hardship.

         If a participant dies prior to the deferred fee starting date, the
directors age 65 or, if later, 5 years after the date of the first deferral, a
death benefit would be payable immediately, in a lump sum, to the beneficiary or
beneficiaries designated by the participant. This death benefit amount will be
based upon the director's age, sex, health status and the amount deferred upon
initially entering the plan set forth in this Agreement. If a participant dies
on or after the commencement of the deferred fee pay out period and before he
receives a complete distribution from his account, any balance credited to his
account, including interest, must be paid to his designated beneficiary until
the account is exhausted and the benefit paid in full.

         If a participant fails to name a beneficiary under the election to
participate form, or his designated beneficiary is not living or in existence at
the time of the participant's death, the death benefit due or the balance
credited to his account, must be paid in full in accordance with the provisions
set out above to his estate.


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6.   Termination of Services to the Board

     If a participant terminates his services to the Board of Union Planters
and that termination takes place prior to the deferred starting date set out
above, the following shall occur: The participant's fees will be paid out in
equal annual installments commencing immediately, or if later, 5 years
following the date of his first deferral. Payments will be made over a period
equal to the number of years during which the director deferred fees under this
Agreement or, if shorter, a period of ten years.

     The service of the director shall not be deemed to have been terminated or
interrupted due to his absence from active service as a director on account of
illness, disability, or during temporary leaves of absence granted by Union
Planters.

7.   Obligation of Union Planters

     This plan is unfunded, and credits to a memorandum account relating to a
participant are not set apart for him nor otherwise made available so that he
may draw upon them at any time, except as provided in this Agreement. Neither
any participant nor his designated beneficiary has any right, title or interest
in such credits or any claim against them. Payments may only be made at such
times and in the manner expressly provided in this Agreement, and Union
Planters is merely under a contractual obligation to make the payments when
due. No notes or security for the payment of any participant's account shall be
issued by Union Planters.

     If Union Planters shall acquire an insurance policy or designate any asset
in connection with the obligations hereunder, it is expressly understood and
agreed that neither the director, nor any beneficiary or any other person or
persons claiming under the director by virtue of this Agreement shall have any


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right with respect to, or a claim against such policy or asset so designated
except as expressly provided by the terms of such policy or in the title to
such other designated asset. Such policy or designated asset shall not be
deemed to be held under any trust for the benefit of the director or to be held
in any way as collateral or security for the fulfillment of the obligations of
Union Planters under this Agreement except as may be expressly provided for by
the terms of such policy or designated asset.

         Furthermore, this Agreement shall not constitute a contract of
employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of Union Planters to replace the
director or to otherwise terminate his services.

8.       Claims Against Participants' Accounts

         No credits to an account relating to a participant under this
Agreement are subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so
is void; nor is any credit subject to attachment or legal process or debts or
any other obligations. Nothing contained in this Agreement gives any
participant any interest, lien, or claim against any specific asset of Union
Planters. No participant or his designated beneficiary has any rights other
than as a general creditor of Union Planters.

9.       Competition by Participant

         During the period of receipt of monthly installment payments from
Union Planters, pursuant to this Agreement, the participant shall not, directly
or indirectly, enter into, or in any manner take part in any business,
profession or other endeavor, either as an employee, agent, independent
contractor, advisor, consultant, owner or otherwise in the State of Tennessee,
which, in

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the opinion of the Board of Directors of Union Planters, shall be in
competition with the business of Union Planters. The opinion of the Board of
Directors of Union Planters shall be conclusive for the purposes herein.

10.      Forfeiture
         ----------
         The director shall forfeit all rights in and to any benefits payable
under the terms of this Agreement (a) if the director dies by suicide (whether
sane or insane) within three years after the executive hereof, (b) if the
director fails to observe any of the terms of this Agreement and continues such
observance failure for a period of 20 days after Union Planters shall have
requested him to abide by same, or (c) if the director enters into any business
described in Paragraph 9 above then, and in such event, no further payment
shall be due or payable by Union Planters hereunder to the director, his
beneficiary or estate, and Union Planters shall have no further liability
hereunder.

11.      Amendment or Termination
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         This plan may be altered, amended, or suspended, or terminated at any
time by the Board of Directors of Union Planters. No alteration, amendment,
suspension, or termination may be made to this Agreement without the consent of
all participants if it would result in the distribution of amounts credited to
all accounts in any manner other than is provided in this Agreement.

         This Agreement shall be binding upon and inure for the benefit of any
successor of Union Planters and any such successor shall be deemed substituted
for Union Planters under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity
which at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of Union Planters.


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         This Agreement may be amended only by written modifications signed by
the parties hereto. This Agreement shall be governed by and construed in
accordance with the laws of the State of Tennessee.

12.      Arbitration

         The Board of Directors of Union Planters may, in its discretion,
establish a committee of three of its members who shall be responsible for
construing the terms hereof, making the determinations provided for herein. The
committee's construction and interpretation of this Agreement shall be final
and binding upon the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this ____ day of ________, ____.



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Director



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                                             UNION PLANTERS CORPORATION


                                             BY:
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