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                                                                  EXHIBIT 10.16


                        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.


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         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 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


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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.

                                   SECTION 2
                PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES


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         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.


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                  (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).

         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


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         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.

         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


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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


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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.

         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.


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         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 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.


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         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
         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,


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<PAGE>
         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.


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         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.


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


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