<PAGE>
                                                                   EXHIBIT 10.14

                           UNION PLANTERS CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


         Effective February 23, 1995, Union Planters Corporation's Board of
Directors adopted a Supplemental Executive Retirement Plan (the Plan) covering
the following currently designated executive officers of the Corporation:

<TABLE>
<CAPTION>

Covered Executive Officers                     Position with the Corporation
--------------------------                     -----------------------------
<S>                                            <C>
Benjamin W. Rawlins, Jr                        Chairman and Chief Executive Officer
Jackson W. Moore                               President and Chief Operating Officer
Jack W. Parker                                 Executive Vice President and Chief Financial Officer
James A. Gurley                                Executive Vice President
M. Kirk Walters                                Senior Vice President, Treasurer and Chief Accounting Officer
</TABLE>

     Under the Plan separate agreements have been executed by Mr. Rawlins, Mr.
Moore, Mr. Gurley, and Mr. Walters to replace certain deferred compensation
agreements previously entered into. An agreement was also executed with Mr.
Parker who previously had no deferred compensation agreement.

     Attached hereto is a copy of the resolution of the Board of Directors
adopting the Plan and an agreement form which sets forth the terms and
provisions of the Plan. This form is representative of the separate agreements;
however, each agreement as may be executed from time to time under the Plan may
vary, in the discretion of the Board of Directors, with respect to specific
terms and conditions.

     Reference is made to the Corporation's Definitive Proxy Statement for the
Annual Meeting held on April 27, 1995 for information regarding the
Corporation's other compensation arrangements with each of the designated
executive officers.


                                       1
<PAGE>



                           UNION PLANTERS CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


         This Supplemental Executive Retirement Plan ("Plan") has been adopted
by Union Planters Corporation ("Employer") effective the 23rd day of February,
1995.

                                    RECITALS

         WHEREAS, Employer previously entered into separate Deferred
Compensation Agreements ("Previous Agreements") with various executive officers
of the Employer;

         WHEREAS, the Previous Agreements were amended from time to time to
provide additional benefits to the participating executive officers and/or to
clarify certain provisions of the Previous Agreements; and

         WHEREAS, the Board at its regular monthly meeting in February, 1995,
approved the amendment and restatement of certain Previous Agreements for
selected executive officers of Employer and approved the participation of
certain other executive officers (not covered by any Previous Agreement) in this
Plan; and

         WHEREAS, in consideration of the Employer's desire to change the terms
of the Previous Agreements for certain executive officers and the desire by such
executive officers to participate in this Plan, Employer and certain executive
officers participating in Previous Agreements agree to terminate any Previous
Agreement covering such executive officer and agree to abide by the terms and
conditions of this Plan; and

         WHEREAS, in consideration of the Employers desire to have other
executive officers continue in the employment of the Employer and the desire by
such other executive officers to receive an additional retirement benefit,
Employer and such other executive officers agree to abide by the terms and
conditions of the Plan.

         NOW THEREFORE, Employer hereby adopts this Plan pursuant to the terms
and provisions set forth below.


                                      PLAN

The terms and provisions of the Plan shall be set forth in separate Supplemental
Executive Retirement Agreements ("Agreements") which shall be entered into by
every Employer executive officer who participates in the Plan. Each Agreement
may vary, in the sole discretion of the Employer's board of directors, with
respect to its terms and conditions.


                                       2

<PAGE>



UNION PLANTERS CORPORATION

BY: /s/ Benjamin W. Rawlins, Jr.
Benjamin W. Rawlins, Jr.
Chairman and CEO

BY: /s/ Marvin E. Bruce
Marvin E. Bruce
Chairman UPC Salary and
Benefits Committee



                                       3
<PAGE>



                           UNION PLANTERS CORPORATION
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT



         This Supplemental Executive Retirement Agreement ("Agreement") has been
adopted by Union Planters Corporation ("Employer") and __________-
("Participant") effective the _____ day of February, 1995.


                                    RECITALS

         WHEREAS, Union Planters Corporation ("Employer") previously entered
into a Deferred Compensation Agreement ("Previous Agreement") with the
Participant on ______________________, 19____;

         WHEREAS, the Previous Agreement was amended from time to time to
provide additional benefits to the Participant and/or to clarify certain
provisions of the Previous Agreement; and

         WHEREAS, the Board at its regular monthly meeting in February, 1995,
approved the adoption of the Union Planters Corporation Supplemental Executive
Retirement Plan ("Plan");

         WHEREAS, in consideration of the Employer's desire to change the terms
of the Previous Agreement and the Participant's desire to participate in the
Plan, Employer and the Participant agree to terminate the Previous Agreement;
and

         WHEREAS, as consideration for the termination of the Previous
Agreement, both Employer and Participant agree to abide by the terms and
conditions of the Plan, which are evidenced through this Agreement.

         NOW THEREFORE, Employer and Participant hereby adopt this Agreement
pursuant to the terms and provisions set forth below.


                                    ARTICLE I
                                   DEFINITIONS

         Whenever used herein the following terms shall have the meanings
hereinafter set forth. Words in the masculine gender shall include the feminine
and the singular shall include the plural, and vice versa, unless qualified by
the context. Any headings used herein are included for ease of reference only,
and are not to be construed so as to alter the terms hereof.

         1.1. "AGREEMENT" shall mean the Union Planters Corporation Supplemental
Executive Retirement Agreement.

                                       4

<PAGE>

         1.2. "APPLICABLE FEDERAL RATE" shall mean 120% of the applicable
federal rate (as calculated on a mid-term, monthly basis) pursuant to Code
Section 1274, as amended.

         1.3. "AVERAGE BASE SALARY INCREASE RATE" shall mean the greater of the
following: (i) the average annual increase in base salary and bonus (calculated
using four (4) decimal places) received by the Participant or Eligible
Participant during the three complete calendar years preceding termination of
employment (for whatever reason), or (ii) Five Percent (5%).

         1.4. "BENEFICIARY" shall mean the person or persons Participant has
designated in writing to Employer to receive benefits under the Agreement in the
event of the Participant's death. If the Participant has not specifically
designated any Beneficiary for purposes of the Agreement , then the Beneficiary
shall become the Participant's estate. In the case of the death of the
Beneficiary before completion of payments under the Agreement to the
Beneficiary, then the Beneficiary's estate shall become entitled to any
remaining payments. In either case, any remaining payments under the terms of
the Agreement shall be made in the form of a lump sum payment as follow: an
amount equal to the present value of any remaining payments to be made under the
Agreement shall be paid on the first business day of the second month following
the Participant's (or if appropriate, Beneficiary's) date of death, and for
purposes of determining the present value of the payments, the Discount Rate
which exists on the Participant's (or, if appropriate, Beneficiary's) date of
the death shall be used.

         1.5. "BOARD" shall mean the Board of Directors of Union Planters
Corporation.

         1.6. "CHANGE IN CONTROL" shall mean the occurrence of the earliest of
any of the following events:

                   (a) the acquisition by any entity, person, or group
(excluding any entity, person or group owning Voting Stock at the effective date
of .this Agreement) of beneficial ownership, as that term is defined in .Rule
13d-3 of the Securities Exchange Act of 1934, of Twenty Five .percent (25%) or
more of the Voting Stock of Employer;

                  (b) The commencement and consummation by any entity, person or
group (other than Employer) of a tender offer or an exchange offer for more than
Twenty Five percent (25%) or more of the Voting Stock of Employer; or

                  (c) the effective date of a (i) merger or consolidation of
Employer with one or more other corporations as a result of which the holders of
the Voting Stock of Employer immediately prior to such merger or consolidation
hold less than Eighty Percent (80%) of the Voting Stock of the surviving or
resulting corporation, or (ii) a sale or transfer of a majority of the property
of Employer, other than to an entity of which Employer controls 80% or more of
the Voting Stock.

         1.7. "CODE" shall mean the Internal Revenue Code of 1986, as amended.


                                       5

<PAGE>


         1.8."DISABILITY" shall mean a physical or mental condition of the
Participant, determined in the sole discretion of the Board, which prohibits
Participant from carrying out his normal duties and responsibilities as an
employee of Employer.

         1.9. "DISCOUNT RATE" shall mean that immediate annuity interest rate
used by the Pension Benefit Guaranty Corporation ("PBGC") under Section 4062,
Appendix B to Part 2619, of the Employee Retirement Income Security Act
("ERISA").

         1.10. "ELIGIBLE PARTICIPANT" shall mean the Participant once he earns
at least 10 Years of Service with the Employer and attains the following
indicated ages, based on the Participant's actual age as of January 1, 1995.

<TABLE>
<CAPTION>
                                                                               Age Participant Can
          Participant's Age as of January 1, 1995                        Qualify as Eligible Participant
          ---------------------------------------                        -------------------------------
<S>                                                                      <C>
                     Less than Age 50                                                   55
                     Age 50 through 54                                                  57
                     Age 55 through 60                                                  59
                      Age 61 or over                                                    64
</TABLE>


         For purposes of the Agreement (where appropriate), the term
"Participant" shall include a reference to an Eligible Participant.

         1.11. "EMPLOYER" shall mean the Union Planters Corporation, or to the
extent provided in Section 5.9, any successor corporation or other entity
resulting from a merger or consolidation into or with Employer or a transfer or
sale of a majority of the assets of Employer.

         1.12. "FINAL AVERAGE EARNINGS" shall mean the average base salary plus
bonus earned by the Participant or Eligible Participant during the three
complete calendar years preceding termination of employment (for whatever
reason).

         1.13. "FORMER ELIGIBLE PARTICIPANT" shall mean Participant who, after
becoming an Eligible Participant, terminates service with the Employer and who,
under the terms of the Agreement, is then entitled to payment of a benefit. For
purposes of the Agreement (where appropriate), the term "Participant" shall
include a reference to a Former Eligible Participant.

         1.14. "GOOD REASON" shall mean a termination of employment with the
Employer if, without the Participant's express written consent:

                 (i) Employer shall assign to Participant duties of a
nonexecutive nature or for which Participant is not reasonably equipped by his
skills and experience; or

                 (ii) Employer shall reduce the salary of the Participant, or
materially reduce the amount of paid vacations to which he is entitled, or
reduce his fringe benefits and perquisites; or


                                       6

<PAGE>

                 (iii) Employer shall fail to provide office facilities,
secretarial services, and other administrative services to the Participant which
are substantially equivalent to the facilities and services provided to the
Participant at the initial date of the Participant's participation in the
Agreement; or

                  (iv) Employer shall terminate incentive and benefit plans or
arrangements, or reduce or limit the Participant's participation therein,
relative to the level of participation of other executives of similar rank, to
such an extent as to materially reduce the aggregate value of the Participant's
incentive compensation and benefits below their aggregate value as of the
initial date of the Participant's participation in the Agreement.

         1.15. "INSTALLMENT PAYMENT ACCOUNT" shall mean that account created
pursuant to the terms of Article II of the Agreement to facilitate payment of
benefits under the Agreement to the Participant in the form of installment
payments.

         1.16. "NORMAL RETIREMENT AGE" shall mean the following indicated ages
based on the Participant's actual age as of January 1, 1995:

<TABLE>
<CAPTION>
                                                                                  Participant's
          Participant's Age as of January 1, 1995                             Normal Retirement Age
          ---------------------------------------                             ---------------------
          <S>                                                                 <C>
                     Less than Age 60                                                   62
                      Age 60 or over                                                    65
</TABLE>

         1.17. "NORMAL RETIREMENT BENEFIT" shall mean an annual sum equal to 65%
of the Participant's Final Average Earnings, payable each year for the remaining
actuarially-determined life of the Participant in accordance with the provisions
of Article II of the Agreement. For purposes of determining the Participant's
remaining actuarially-determined life, Table V ("Ordinary Life Annuities, One
Life -Expected Return") of Code Regulation 1.72-9, as amended, shall be used,
with the assumption that the Participant terminated employment on the first day
of the first year of the Participant's Normal Retirement Age (regardless of the
Participant's actual age at termination of employment).

         1.18. "PARTICIPANT" shall mean ________________, who is an employee of
Employer and to whom or with respect to whom a benefit may be payable under the
Agreement. For purposes of the Agreement, the term "Participant" shall include a
reference to the Participant once he becomes an Eligible Participant or Former
Eligible Participant.

         1.19. "REDUCED RETIREMENT BENEFIT" shall mean the following percentages
of the Participant's Normal Retirement Benefit, payable to an Eligible
Participant in accordance with the provisions of Section 2.3 of the Agreement if
the Eligible Participant terminates employment before attaining Normal
Retirement Age ("NRA").


<TABLE>
<CAPTION>
                     Years Employment
                  Terminates Prior to NRA                                   Reduced Retirement Benefit
                  -----------------------                                   --------------------------
<S>                                                                        <C>
                     More than 7 Years                                     0% of Normal Retirement Benefit
</TABLE>


                                       7
<PAGE>

<TABLE>
<S>                  <C>                                                   <C>
                     From 6 to 7 Years                                     58% of Normal Retirement Benefit
                     From 5 to 6 Years                                     64% of Normal Retirement Benefit
                     From 4 to 5 Years                                     70% of Normal Retirement Benefit
                     From 3 to 4 Years                                     76% of Normal Retirement Benefit
                     From 2 to 3 Years                                     82% of Normal Retirement Benefit
                     From 1 to 2 Years                                     88% of Normal Retirement Benefit
                       Up to 1 Year                                        94% of Normal Retirement Benefit
</TABLE>


         1.20. "VOTING STOCK" shall mean that class (or classes) of common stock
of the Employer entitled to vote in the election of the Employer's directors.

         1.21. "YEAR OF SERVICE" shall mean any calendar year of employment by
the Participant with Employer in which the Participant accumulates at least 1000
hours of service. For these purposes, the provisions of Department of Labor
Regulations 2530.200-2(b) and (c) are incorporated herein by reference as they
relate to the determination of "hour of service."


                                   ARTICLE II
                          BENEFITS UNDER THE AGREEMENT

         2.1. BENEFITS. Either a Normal Retirement Benefit or Reduced Retirement
Benefit shall be paid under the terms of the Agreement, as set forth in this
Article II.

         2.2. VOLUNTARY TERMINATION OF EMPLOYMENT BEFORE BECOMING ELIGIBLE
PARTICIPANT. Should Participant voluntarily terminate employment with the
Employer before becoming an Eligible Participant, then the Participant (and any
person claiming benefits for or on behalf of the Participant) will forfeit all
rights to benefits under this Agreement; provided, however, that a termination
of employment for Good Reason or in accordance with Sections 2.4, 2.5, or 2.6 of
the Agreement will not be considered a voluntary termination of employment
subject to this Section 2.2 of the Agreement.

         2.3. VOLUNTARY TERMINATION OF EMPLOYMENT AFTER BECOMING AN ELIGIBLE
PARTICIPANT BUT BEFORE NORMAL RETIREMENT AGE. Should the Participant, once
becoming an Eligible Participant, voluntarily terminate service with the
Employer before Normal Retirement Age (i.e., for reasons other than Good Reason
or those described in Sections 2.4, 2.5 or 2.6 of the Agreement), he will be
entitled to the Reduced Retirement Benefit, payable at his election in either of
the following forms. Should Participant fail to specifically elect a form of
benefit payment, a Lump Sum Distribution will be made to the Participant.

                  (a) LUMP SUM DISTRIBUTION. An amount equal to the present
value of the Participant's total Reduced Retirement Benefit shall be paid to the
Participant in one lump sum distribution on the first business day of the second
month following the Participant's termination of employment. For purposes of
determining the present value of the Participant's

                                       8

<PAGE>

total Reduced Retirement Benefit, the Discount Rate which exists on the date of
the Participant's termination of employment shall be used.

                  (b) PERIODIC DISTRIBUTION. An amount equal to the present
value of the Participant's total Reduced Retirement Benefit shall be credited to
an Installment Payment Account and shall be payable in up to 180 successive
monthly installments. The first payment shall commence on the first business day
of the second month following the date of termination of employment, and each
successive payment shall occur monthly in succeeding months on the first
business day of such months.

                  In order for Participant to elect a Periodic Distribution
under the terms of this Section 2.3 (b), the Participant must elect, in the
taxable year (or years) prior to the Participant's termination of employment
with the Employer, both the Periodic Distribution option and the number of
monthly installments to be made (up to a maximum of 180).

                  For purposes of determining the present value of the
Participant's total Reduced Retirement Benefit, the Discount Rate which exists
on the date of the Participant's termination of employment shall be used. To
determine the amount of each installment payment, a fraction shall be applied to
the Participant's Installment Payment Account on each payment date. The
numerator shall consist of one (1) and the denominator shall consist of the
total number of installment payments remaining (including the current payment).
During the installment payment period, interest shall be credited to the
Participant's Installment Payment Account on a monthly basis using the
Applicable Federal Rate in existence on the first business day of each month
during which payments are made.

         2.4. TERMINATION OF EMPLOYMENT PRIOR TO NORMAL RETIREMENT AGE DUE TO
DEATH OR DISABILITY. Should Participant, before or after becoming an Eligible
Participant, terminate service with the Employer prior to Normal Retirement Age
because of death or Disability, he will be entitled to the Normal Retirement
Benefit following termination of employment, payable in one of the distribution
forms described in Sections 2.7 (a) and (b) of the Agreement.

         2.5. INVOLUNTARY TERMINATION OF EMPLOYMENT PRIOR TO NORMAL RETIREMENT
AGE. Should Participant, before or after becoming an Eligible Participant,
involuntarily terminate service with the Employer (or voluntarily terminate
service with Good Reason) prior to Normal Retirement Age (for reasons other than
those described in Section 2.4 and 2.6), he will be entitled to the Normal
Retirement Benefit, without regard to the Participant's age or years of service
at the time of involuntary termination of employment. The Normal Retirement
Benefit will be payable in one of the distribution forms described in Sections
2.3 (a) and (b) of the Agreement.

                  For purposes of calculating the Normal Retirement Benefit
under this Section 2.5, Participant's Final Average Earnings shall be that
amount at the date of termination of employment increased at the Average Base
Salary Increase Rate, compounded annually, for the number of years (carried to
two (2) decimal places) needed to reach the Participant's age 65 birthday.


                                       9

<PAGE>


         2.6. INVOLUNTARY TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN
CONTROL. Should a Change in Control occur, Participant will be entitled to the
Normal Retirement Benefit following termination of employment (for whatever
reason), without regard to the Participant's age or years of service at the time
of involuntary termination of employment and without regard to whether the
Participant has become an Eligible Participant. The Normal Retirement Benefit
will be payable in accordance with the distribution forms described in Sections
2.7 (a) and (b) of the Agreement.

         For purposes of calculating the Normal Retirement Benefit under this
Section 2.6, Participant's Final Average Earnings shall be that amount at the
date of termination of employment increased at the Average Base Salary Increase
Rate, compounded annually, for the number of years (carried to two (2) decimal
places) needed to reach the Participant's age 65 birthday.

         2.7. TERMINATION OF EMPLOYMENT AT OR AFTER NORMAL RETIREMENT AGE.
Should Participant become an Eligible Participant and subsequently terminate
service with the Employer (for whatever reason) at or after Normal Retirement
Age, he (or, if appropriate, his Beneficiary) will be entitled to the Normal
Retirement Benefit, payable at his election in either of the following forms.
Should Participant fail to specifically elect a form of benefit payment, a Lump
Sum Distribution will be made to the Participant (or, if appropriate, to his
Beneficiary).

                  (a) LUMP SUM DISTRIBUTION. An amount equal to the present
value of the Participant's total Normal Retirement Benefit shall be paid to the
Participant in one lump sum distribution on the first business day of the second
month following the Participant's termination of employment. For purposes of
determining the present value of the Participant's total Normal Retirement
Benefit, the Discount Rate which exists on the date of the Participant's
termination of employment shall be used.

                  (b) PERIODIC DISTRIBUTION. An amount equal to the present
value of the Participant's total Normal Retirement Benefit shall be credited to
an Installment Payment Account and shall be payable in up to 180 successive
monthly installments. The first payment shall commence on the first business day
of the second month following the date of termination of employment, and each
successive payment shall occur monthly in succeeding months on the first
business day of such months.

                  In order for Participant to elect a Periodic Distribution
under the terms of this Section 2.7 (b), the Participant must elect, in the
taxable year (or years) prior to the Participant's termination of employment
with the Employer, both the Periodic Distribution option and the number of
monthly installments to be made (up to a maximum of 180).

                  For purposes of determining the present value of the
Participant's total Normal Retirement Benefit, the Discount Rate which exists on
the date of the Participant's termination of employment shall be used. To
determine the amount of each installment payment, a fraction shall be applied to
the Participant's Installment Payment Account on each payment date. The

                                       10

<PAGE>


numerator shall consist of one (1) and the denominator shall consist of the
total number of installment payments remaining (including the current payment).
During the installment payment period, interest shall be credited to the
Participant's Installment Payment Account on a monthly basis using the
Applicable Federal Rate in existence on the first business day of each month
during which payments are made.

         2.8. DEATH WHILE BENEFIT PAYMENTS BEING MADE. Should Participant die
after becoming a Former Eligible Participant and after the commencement of
Normal Retirement or Reduced Retirement Benefit payments to the Participant,
then any remaining payments will be made to the Participant's Beneficiary in the
same form being made to the Participant at the date of his death. Alternatively,
at the Beneficiaries election (with the consent of the Employer), payment may be
made in a lump sum payment as follows: an amount equal to the present value of
the remaining payments shall be paid on the first business day of the second
month following the Participant's date of death, and for purposes of determining
the present value of the remaining payments, the Discount Rate which exists on
the date of the Participant's date of death shall be used.


                                   ARTICLE III
                         ADMINISTRATION OF THE AGREEMENT

         3.1. ADMINISTRATION BY EMPLOYER. Employer shall be responsible for the
general operation and administration of the Agreement and for carrying out the
provisions thereof. The Board or Employer may engage the services of outside
counsel, accountants, financial advisors and other such professional to assist
it in its administrative duties.

         3.2. GENERAL POWERS OF ADMINISTRATION. Employer is hereby designated as
a fiduciary under the Agreement. Employer, as fiduciary, shall have authority to
control, interpret and manage the operation and administration of the Agreement.

         Any decision by Employer or the Board denying a claim by Participant or
a Beneficiary for benefits under the Agreement shall be stated in writing and
shall be delivered or mailed to the Participant or Beneficiary. Such statement
shall set forth the specific reasons for the denial, written to the best of the
Employer's ability in a manner that may be understood without legal counsel. In
addition, Employer shall afford a reasonable opportunity to the Participant or
Beneficiary for a full and fair review of the decision denying such claim.

         Notwithstanding the above provisions of Section 3.2, to the extent that
the Employee Retirement Income Security Act ("ERISA") may require specific
procedures to be followed in the event of a denial of a claim, such provisions
of ERISA will be followed.

                                   ARTICLE IV
                      AMENDMENT OR TERMINATION OF AGREEMENT

                                       11
<PAGE>

         4.1. AMENDMENT OR TERMINATION OF AGREEMENT. Any amendment to this
Agreement shall be made pursuant to a resolution of the Board and, if such
amendment directly or indirectly affects the benefits payable under the
Agreement, such amendment must be mutually agreed to in writing by Participant
(or, in the event that the Participant is deceased at the date of amendment, the
Participant's Beneficiary).


                                    ARTICLE V
                               GENERAL PROVISIONS

         5.1. PARTICIPANT'S RIGHTS UNSECURED. The Agreement at all times shall
be unfunded as defined under provisions of the Code. The right of Participant or
any Beneficiary to receive a distribution hereunder shall be an uninsured claim
against the general assets of Employer in the event of the Employer's insolvency
or bankruptcy.

         Employer shall implement a form of trust arrangement (known generally
as a "rabbi trust") to hold employer assets which will be used to make payments
to the Participant (or the Participant's Beneficiary) under the terms of the
Agreement. Such trust arrangement will not be a "funded" arrangement under the
provisions of the Code, and a copy of such trust arrangement shall be included
with this Agreement as Exhibit A.

         5.2. INDEPENDENCE OF OTHER BENEFIT AGREEMENTS. Participation in the
Agreement shall in no way restrict or otherwise impact Participant's
participation in any other welfare benefit plan, employment or other contract,
deferred compensation agreement, equity participation plan or any other form of
retirement benefit plan sponsored by Employer.

         5.3. NO SECURED GUARANTEE OF BENEFITS. In the event of the insolvency
or bankruptcy of Employer, Participant shall remain a general creditor of the
Employer with respect to any benefits payable under the Agreement and nothing
contained in the Agreement shall constitute a secured guaranty by Employer or
any other person or entity that the assets of Employer will be sufficient to pay
any benefit hereunder in the event of the Employer's insolvency or bankruptcy.

         5.4. NO ENLARGEMENT OF EMPLOYEE RIGHTS. No Participant shall have any
right to receive a distribution of any benefits under the Agreement except in
accordance with the terms of the Agreement. Establishment of the Agreement shall
not be construed to give any Participant the right to be retained in the service
of Employer.

         5.5. SPENDTHRIFT PROVISION. No interest of any person or entity in, or
right to receive a distribution under, the Agreement shall be subject in any
manner to sale, transfer, assignment, pledge, attachment, garnishment, or other
alienation or encumbrance of any kind; nor may such interest or right to receive
a distribution be taken, either voluntarily or involuntarily for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.

                                       12

<PAGE>

         5.6. APPLICABLE LAW. The Agreement shall be construed and administered
under the laws of the State of Tennessee.

         5.7. SEVERABILITY. In the event that any of the provisions of the
Agreement are held to be inoperative or invalid by any court of competent
jurisdiction, then: (i) insofar as is reasonable, effect will be given to the
intent manifested in the provision held invalid or inoperative, and (ii) the
validity and enforceability of the remaining provisions of the Agreement will
not be affected thereby.

         5.8. INCAPACITY OF RECIPIENT. If any person entitled to a distribution
under the Agreement is deemed by Employer to be incapable (physically or
mentally) of personally receiving and giving a valid receipt for any payment
pursuant to the Agreement, then, unless and until claim therefore shall have
been made by a duly appointed guardian or other legal representative of such
person, Employer may provide for such payment or any part thereof to be made to
any other person or institution then contributing toward or providing for the
care and maintenance of such person. Any such payment shall be a payment for the
account of such person and a complete discharge of any liability of Employer and
the Agreement with respect to such payment.

         5.9. SUCCESSORS. The terms and conditions of the Agreement will be
binding on the Employer's and Participant's successors, heirs and assigns
(herein, "Participant Successors" and "Employer Successors").

         5.10. UNCLAIMED BENEFITS. Participant shall keep Employer informed of
his or her current address and the current address of his or her Beneficiary.
Employer shall not be obligated to search for the whereabouts of any person. If
the location of Participant is not made known to Employer within a one (1) year
period after the date on which payment of the Participant's Normal Retirement or
Reduced Retirement Benefit is first to be made, then payment may be made by the
Employer to the Beneficiary instead. If, within one (1) additional year after
such initial one (1) year period, Employer is unable to locate any designated
Beneficiary of the Participant, then Employer shall have no further obligation
to pay any benefit under the Agreement to such Participant or designated
Beneficiary and any such benefit shall be irrevocably forfeited.

         5.11. LIMITATIONS ON LIABILITY. Participant and any other person
claiming benefits under the Agreement shall be entitled under this Agreement
only to those payments provided in accordance with the provisions of the
Agreement ("Payment Claims"). With the exception of the provisions of Section
5.13 of the Agreement, neither Employer, Employer Successor nor any individual
acting as employee or agent of Employer or Employer Successor shall be liable to
Participant or any other person for any other claim, loss, liability or expense
under this Agreement not directly related to a Payment Claim.

         5.12. FORFEITURE OF BENEFITS. Notwithstanding any other provision of
the Agreement, should Participant engage in theft, fraud, embezzlement or
willful misconduct causing significant property damage to Employer, then any
benefits payable to such Participant under the Agreement will automatically be
forfeited. The determination of theft, embezzlement

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or willful misconduct will be made by the Board in good faith, but such
determination does not require an actual criminal indictment or conviction prior
to or after such decision. In any determination of forfeiture pursuant to this
Section 5.12, Participant will be given the opportunity to refute any such
decision by the Board, but the Board's decision on the matter will be considered
final and binding on Participant and all other parties.

         5.13. PAYMENT OF ATTORNEY'S FEES, COURT COSTS, AND LOSS OF BENEFITS.
Should either the Employer or Employer Successor (for these purposes, "Employer)
or Participant bring an action at law (or through arbitration) in order that the
Agreement's terms be enforced, then the party prevailing in the action at law
(or through arbitration) shall be entitled to reimbursement from the losing
party for reasonable attorney's fees, court costs and other similar amounts
expended in the enforcement of the Agreement. In addition, should the prevailing
party be Participant, he shall also be entitled to interest on any delayed
payments, with such interest computed at the Applicable Rate.

         5.14. PAYMENT OF TAXES. Should the payment of any benefits under this
Agreement be classified as payment of an excess parachute payment under the
provisions of Code Sections 280G and 4999, then an additional payment will be
made to the Participant based on the amount of excise tax or penalty payable by
the Participant because of such classification. Such payment will be made within
two (2) months following Participant's termination of employment, once a good
faith determination is made by either Employer or Participant that the payment
of any benefit under the Agreement will constitute an excess parachute payment.
The amount payable to the Participant will be calculated as follows: (amount of
excise tax or penalty payable by Participant) divided by (one (1) minus the
highest marginal income tax rate under the Code for individuals).


                                   ARTICLE VI
                      CONTINUATION OF MEDICAL PLAN COVERAGE

         6.1. CONTINUATION OF MEDICAL COVERAGE. Following termination of
employment with the Employer, if Participant is entitled to payment of the
Normal or Reduced Retirement Benefit under the terms of the Agreement, then
Participant, his spouse and dependents will continue to be covered under the
Employer's health insurance program ("Health Plan") to the same extent as was
present immediately prior to the date of termination of employment. Employer
shall continue to pay Health Plan coverage costs of the Participant, his spouse
and other dependents under the Health Plan on the same basis as was applicable
to active Employer employees covered at the time of termination of employment.

         6.2. PERIOD OF CONTINUED COVERAGE. Such coverage will continue for the
period equal to the shortest of the following: (1) for the number of years
required for the Participant to reach age 65, (2) until the Participant obtains
employment with another employer (who provides substantially similar coverage
under its health plan as was provided by Employer), or (3) until the death of
the Participant.

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         6.3. ALTERNATIVE COVERAGE. If continued participation in the Health
Plan by Participant, his spouse and any dependents is not possible under the
terms of the Health Plan, Employer will either: (1) provide substantially
identical benefits through another health insurance plan, or will (2) provide an
annual cash payment to Participant sufficient to permit Participant to obtain
substantially equivalent individual, spouse and dependent coverage under a
health insurance plan of his choosing. If any cash payment is made to
Participant, the amount of cash payment will be "grossed up" for income tax
purposes (using the maximum individual income tax rate under the Code at the
time of payment) to insure no net out of pocket costs to the Participant in
obtaining such additional coverage.

         IN WITNESSES WHEREOF, the undersigned Employer and Participant do
hereby execute this Agreement effective the date first stated above.


UNION PLANTERS CORPORATION



By:
    ---------------------------------
Name:
     --------------------------------

Title:
      -------------------------------

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