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                                                                   EXHIBIT 10(Y)


                              EMPLOYMENT AGREEMENT


         This Employment Agreement entered into and effective as of the first
day of March, 2000 (the "Effective Date"), by and between Union Planters
Corporation, and its wholly owned subsidiary, Union Planters Bank, N.A.
(hereinafter collectively referred to as "UP"), and Bobby L. Doxey
("Executive").

         WHEREAS, it is the intention and desire of the parties hereto to enter
into a formal agreement whereby UP will have the benefit of the employment of
Executive during the period covered by this Agreement and Executive will have
the assurance of such continued employment during the period covered by this
Agreement;

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises, covenants, representations, warranties and agreements of the parties
set forth herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, agree as follows:

         1.       Employment.

                  (a)      Term. UP hereby agrees to employ Executive and
         Executive hereby agrees to serve UP as Senior Executive Vice President
         in accordance with the terms and conditions set forth herein, for a
         period of three (3) years (the "Initial Term"), commencing on the
         Effective Date of this Agreement, as set forth above; subject, however,
         to earlier termination as expressly provided herein.

                  The Initial Term shall automatically be extended for one (1)
         additional year at the end of thereof, unless, subject to the
         provisions set forth below in this Paragraph 1(a), either party hereto
         shall terminate this Agreement at the end of the Initial Term or at the
         end of any successive one (1) year term thereafter by giving the other
         party written notice of the intent not to renew, delivered at least
         ninety (90) days prior to the end of such Initial Term or successive
         term; provided, however, that in the event UP shall elect not to renew
         this Agreement after the Initial Term in accordance with the provisions
         of this Paragraph 1(a) and shall give notice of such election not to
         renew as provided herein, Executive shall be entitled to the
         compensation set forth in Paragraph 10 hereof.

                  In the event such notice of intent not to renew is properly
         delivered subject to the provisions set forth in this Paragraph 1(a),
         this Agreement, along with all corresponding rights, duties and
         covenants, shall automatically expire at the end of the Initial Term or
         successive term then in progress.

                  (b)      Position. UP shall employ the Executive during the
         term of this Agreement as Senior Executive Vice President. The
         Executive shall be responsible to the Chairman of the Board and Chief
         Executive Officer of UP (the "UP Chairman") and to the President and
         Chief Operating Officer of UP (the "UP President"), or to such other UP
         executive as either of them shall designate from time to time. The
         Executive may engage in charitable, civic or community activities and,
         with the prior approval of the UP Chairman or the UP President, may
         serve as a director of any other business corporation. The Executive's
         office for the performance of his duties under this Agreement shall be
         located within the greater metropolitan area of Memphis, Tennessee.

                  (c)      Cash Payment. Upon the execution hereof, Executive
         shall be paid the sum of Twenty Two Thousand Nine Hundred Seventeen
         Dollars ($22,917.00). Should Executive terminate his employment without
         Good Reason during the Initial Term hereof, Executive shall repay UP
         one-third of such Cash Payment for each year or portion thereof of the
         Initial Term remaining after such termination.

         2.       Base Salary. As compensation for services to UP, UP agrees to
pay to Executive the sum of Two Hundred Seventy-five Thousand Dollars
($275,000.00) per annum payable in twenty-four (24) as equal as possible
payments, one such payment being made twice each month. Such compensation shall
be reviewed annually and may be increased annually following each such annual
review of the Executive's performance. Such compensation, as it may be increased
annually, shall not be decreased during the term of this Agreement.


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         3.       Benefits. UP agrees to provide Executive the following
benefits, commencing with the Effective Date hereof or as soon thereafter as
practicable (all of which shall vest as of the date thereof or at such date or
dates as provided in the plan documents establishing such benefits) and
continuing for so long as Executive is employed under this Agreement or any
extension hereof.

                  (a)      Any fringe benefit package presently offered or to be
         offered in the future generally to the employees of UP, such as health
         and dental insurance, disability insurance and participation in the
         ESOP and 401K Plans of UP, on the same basis as offered to other
         similar senior executives of UP participating therein.

                  (b)      An annual paid vacation in accordance with UP's
         Personnel Policy. At least two (2) weeks of such vacation shall be
         taken consecutively.

                  (c)      Any other benefits generally provided to similar
         senior executives of UP as the Board of Directors may, from time to
         time, approve.

         4.       Additional Benefits and Bonuses. In addition to those benefits
set forth in Paragraph 3 above, Executive shall receive the following benefits
and bonuses:

                  (a)      Reimbursement of membership dues and assessments
         incurred during the term of this Agreement, in the appropriate country
         and civic clubs as approved by the UP Chairman or UP President in
         accordance with normal policies regarding club dues.

                  (b)      An eligibility to participate in UP's Key Officer
         incentive bonus program. For the first year of service by Executive
         hereunder, Executive shall be guaranteed an incentive bonus of at least
         twenty-five percent (25%) of base salary.

                  (c)      Upon the Effective Date hereof, the Executive shall
         receive an initial grant of twelve thousand (12,000) restricted shares
         of Union Planters Corporation("UPC") Common Stock (the "Initial
         Stock").

                  (d)      Upon the Effective Date hereof, the Executive shall
         receive an initial grant of options to purchase (at the closing market
         price upon date of grant) twenty-five thousand (25,000) shares of UPC
         Common Stock (the "Initial Options").

                  The Initial Stock described in paragraph 4(c) above shall vest
         in equal portions over ten (10) years. The Initial Options described in
         paragraph 4(d) shall vest in equal portions at the end of each year of
         the Initial Term. If at any time during the Initial Term, Executive
         voluntarily terminates his employment hereunder for Good Reason, as
         described in paragraph 10, then the unvested portion of the Initial
         Options shall automatically be vested. Executive shall be considered
         annually for the grant of additional stock options by the UP Stock
         Option Committee on the same basis as other senior executives of UP.

                  (e)      Executive shall be eligible to participate in UP's
         Executive Deferred Compensation Plan.

         5.       Expenses. Executive is authorized to incur necessary and
customary expenses in connection with the business of UP. UP will pay or
reimburse Executive for such expenses upon presentation by Executive of the
appropriate records which verify such expenses in accordance with normal expense
policies.

         Executive shall be granted an automobile allowance of $500.00 per month
during the term hereof. Relocation expenses, such as moving, travel, and
temporary living expenses, shall be governed by UP's policy on such expenses.

         6.       Termination. This Agreement shall terminate upon the first to
occur of the following:

                  (a)      The expiration of the term provided for in Paragraph
         1;

                  (b)      The death of the Executive;

                  (c)      The permanent disability of Executive, as defined in
         Paragraph 8;

                  (d)      The Termination for Cause of the employment of the
         Executive, as defined in Paragraph 9;


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                  (e)      Termination of the employment of the Executive by UP
         without cause or by the Executive for Good Reason, as described in
         Paragraph 10; and

                  (f)      Termination of employment by the Executive without
         Good Reason, provided that Executive shall give at least ninety (90)
         days prior written notice of termination. UP reserves the right to
         accelerate Executive's termination under this provision and pay to
         Executive accrued Base Salary through the date of the termination as
         determined by UP, and any other benefits to which the Executive is
         entitled upon his termination of employment with UP, in accordance with
         the terms of the plans and programs of UP.

         7.       Noncompetition. For a period of two (2) years from the date of
any voluntary termination of this Agreement by the Executive without Good
Reason, the Executive covenants and agrees that: (a) the Executive shall not,
directly or indirectly, on his own behalf, or as an employee, representative, or
agent of a third party, by ownership of any type of interest in any business
enterprise or by any other means whatsoever, engage in any business or
activities which are competitive with UP's business (a "Competitor's Business")
within the states where UP maintains and operates banking offices or become
associated with or render services to a Competitor's Business; and (b) the
Executive shall not, directly or indirectly, call upon or solicit any customers
of UP or any presently existing affiliate for any purpose or business that is
competitive with UP's business. For the purposes of this paragraph, the term
"Competitor's Business" shall apply only to such businesses or activities
conducted by a competitor of UP within the states where UP maintains and
operates banking offices.

         Nothing in this Paragraph 7 shall prohibit the Executive from being (i)
a stockholder in a mutual fund or a diversified investment company or (ii) a
passive owner of not more than two (2) percent of the outstanding stock of any
class of a corporation, so long as the Executive has no active participation in
the business of such corporation.

         8.       Death or Disability.

                  (a)      In the event of the termination of the employment of
         the Executive due to his permanent disability or death, the Executive
         (or in the event of his death, his executor, administrator or other
         personal representative) shall receive:

                           (1)      accrued Base Salary through the date of the
                  termination of the Executive's employment;

                           (2)      any annual bonus owing but not yet paid for
                  any fiscal year ended on or before the Executive's termination
                  of employment; and

                           (3)      any other benefits to which the Executive is
                  entitled upon his termination of employment with UP due to his
                  death, in accordance with the terms of the plans and programs
                  of UP.

                  (b)      "Disability" as used herein, means a physical or
         mental condition of the Executive determined by UPC in accordance with
         standards and procedures similar to those under UPC's employee
         long-term disability plan, if any. At any time that UPC does not
         maintain such a long-term disability plan, Disability shall mean the
         inability of Executive, as determined by UPC, to substantially perform
         Executive's regular duties and responsibilities due to a medically
         determinable physical or mental illness which has lasted (or can
         reasonably be expected to last) for a period of six (6) consecutive
         months.

         9.       Termination for Cause. As used in Paragraph 6(d), "Termination
for Cause" means a termination of the Executive's employment because the
Executive engages in theft, fraud, or embezzlement causing significant damage to
UP. The determination of theft, fraud, or embezzlement will be made by the UP
Board of Directors in good faith, but such determination does not require an
actual criminal indictment or conviction prior to or after such decision.

                  If UP terminates the Executive's employment for Cause, he
shall be entitled only to:

                           (1)      accrued Base Salary through the date of the
                  termination of his employment; and

                           (2)      any other benefits to which the Executive
                  shall be legally entitled upon his termination of employment
                  with UP, in accordance with the terms of the plans and
                  programs of UP.

         10.      Termination by UP without Cause or by the Executive for Good
Reason. As stated in Paragraph 6(e) hereof, Executive's employment may be
terminated by UP without Cause. In addition, the Executive may voluntarily
terminate his employment with UP for

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Good Reason. For purposes of this Agreement, Good Reason shall mean any material
breach of this Agreement by UP, including but not limited to, (1) any reduction
in Executive's Base Salary or incentive opportunities, (2) any material
reduction in benefits to which the Executive shall be entitled under the plans
and programs of UP (unless such reduction is equally applicable to all senior
executives of UP, including the Executive), (3) any material reduction in the
Executive's employment responsibilities or in his office or title, or (4) the
Executive's relocation from the greater metropolitan area of Memphis, Tennessee
without his consent. Upon termination of the employment of the Executive by UP
without Cause or the voluntary termination of such employment by the Executive
for Good Reason, the Executive shall receive:

                  (1)      accrued Base Salary through the date of the
         termination of his employment;

                  (2)      any annual bonus owing but not yet paid for any
         fiscal year ended on or before the Executive's termination of
         employment;

                  (3)      any other benefits to which the Executive is entitled
         upon his termination of employment with UP, in accordance with the
         terms of the plans and programs of UP; and

                  (4)      a lump-sum amount equal to Executive's Base Salary
         for the remainder of the term of this Agreement then in effect, but not
         less than one year's Base Salary.

         11.      Termination following a Change in Control. If a Change in
Control, as hereinafter defined, occurs during the term of this Agreement and
within one (1) year after such Change in Control, Executive's employment shall
be terminated for reasons other than Cause as described in Paragraph 9 hereof,
or if following such Change in Control, the Executive terminates his employment
for Good Reason, then Executive shall receive:

                  (1)      accrued Base Salary through the date of termination
         of his employment;

                  (2)      a lump sum equal to Executive's Base Salary due for
         the remainder of the term of this Agreement then in effect, but not
         less than one year's Base Salary;

                  (3)      any annual bonus owing but not yet paid for any
         fiscal year ended on or before the Executive's termination of
         employment; and

                  (4)      any other benefits to which the Executive is entitled
         upon his termination of employment with UP, in accordance with the
         terms of the plans and programs of UP.

         "Change in Control" means the occurrence of any of the following
events:

                  (1)      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 UPC (the
         "Outstanding Company Common Stock") or (b) the combined voting power of
         the then outstanding voting securities of UPC entitled to vote
         generally in the election of directors (the "Outstanding Company Voting
         Securities"); provided, however, that for purposes of this subsection
         (1), the following acquisitions shall not constitute a Change in
         Control: (w) any acquisition directly from UPC, (x) any acquisition by
         UPC, (y) any acquisition by any employee benefit plan (or related
         trust) sponsored or maintained by UPC or any corporation controlled by
         UPC, or (z) any acquisition by any Person pursuant to a transaction
         which complies with clauses (A), (B), and (C) of subsection (3) of this
         Section; or

                  (2)      Individuals who, as of the date hereof, constitute
         the Board of Directors of UPC (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 UPC's
         shareholders, was approved by a vote of at least a majority of the
         directors then comprising the Incumbent Board shall be considered as
         though such individual were a member of the Incumbent Board, but
         excluding, for this purpose, any such individual whose initial
         assumption of office occurs as a result of an actual or threatened
         election contest with 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

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                  (3)      Consummation of a reorganization, merger or
         consolidation or sale or other disposition of all or substantially all
         of the assets of UPC (a "Business Combination"), in each case, unless,
         following such Business Combination,

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

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

         12.      Non-Disclosure. For a period of five (5) years after the date
of any termination or expiration of this Agreement, Executive will not disclose
any information deemed Confidential Information, except (i) to a person who is
an authorized employee (as such term is defined in Paragraph 13), (ii) as
required by law, regulation or order of any court or regulatory commission,
department or agency or (iii) as part of a confidential communication to an
attorney. If Executive shall attempt to disclose the Confidential Information or
any part or parts thereof in a manner contrary to the terms of this Agreement,
UP shall have the right, in addition to other remedies which may be available to
it, to injunctive relief enjoining such acts or attempts, it being acknowledged
that legal remedies are inadequate. This provision shall survive termination of
this Agreement for the five (5) year period above provided.

         13.      Definition of Confidential Information and Authorized
Employee. Confidential Information means any information not disseminated by UP
to the general public (including identity of customers, clients, business
contacts, suppliers of goods and/or services, and any transaction by or between
such person or entities and UP) and which Executive used or knew of because of
his employment at UP, including specific information about methods not generally
employed in the industry at large and which are used or known to be contemplated
for use in the future by UP for the purpose of gaining proprietary advantage
over competitors; provided, however, that Confidential Information shall not
include general knowledge of skills and techniques acquired or improved as a
result of the employment experience at UP. Authorized employee means with
respect to UP, members of the UP Board of Directors; the Chief Executive
Officer; the President; Executive Vice Presidents; immediate supervisors; a
fellow employee on a need-to-know basis only; and any UP employee in the course
of the performance of the Executive's duties pursuant to this Agreement.
Executive shall be entitled at all times to disclose Confidential Information to
his personal attorney on a confidential basis and as may otherwise be required
by law.

         14.      Assignment. The rights and obligations of UP and Executive
(except Executive's obligation to perform services) under this Agreement shall
inure to the benefit of and shall be binding upon their respective successors,
if any.

         15.      Execution of Agreement. The execution of this Agreement shall
be final upon signing by UP and the Executive, and shall not require the
approval or ratification of any Committee or of the Board of Directors.

         16.      Entire Agreement. This Agreement contains the entire agreement
between the parties and supersedes all prior discussions, understandings and
commitments, if any, whether oral or written. This Agreement cannot be amended
or modified except by subsequent written agreement signed by all of the parties.
In agreeing that this Agreement may not be changed in any way except by a
written and executed document, the parties knowingly waive and give up any
constitutional right which they may otherwise have to amend or modify this
Agreement by some means other than in writing. Finally, any agreement between UP
and Executive which concerns any subject dealt


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with by this Agreement shall be considered an amendment or modification of this
Agreement and not an agreement separate from this Agreement.

         17.      Arbitration. Any dispute or controversy between UP and the
Executive, whether arising out of or relating to this Agreement, its
interpretation, its breach, or otherwise, shall be settled by arbitration in
Memphis, Tennessee, administered by the American Arbitration Association, with
any such dispute or controversy arising under this Agreement being so
administered in accordance with its rules then in effect, and judgment on the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The arbitrator shall have the authority to award any remedy or relief
that a court of competent jurisdiction could order or grant, including, without
limitation, the issuance of an injunction. However, either party may, without
inconsistency with this arbitration provision, apply to any court having
jurisdiction over such dispute or controversy and seek interim provisional,
injunctive or other equitable relief until the arbitration award is rendered or
the controversy is otherwise resolved. Except as necessary in court proceedings
to enforce this arbitration provision or an award rendered hereunder, or to
obtain interim relief, neither a party nor an arbitrator may disclose the
existence, content or results of any arbitration hereunder without the prior
written consent of UP and the Executive. Notwithstanding any choice of law
provision included in this Agreement, the United States Federal Arbitration Act
shall govern the interpretation and enforcement of this arbitration provision.

         18.      Controlling Law. This Agreement and the rights and obligations
hereunder shall be governed by and construed in accordance with the federal law
of the United States of America, and in the absence of controlling federal law,
in accordance with the laws of the State of Tennessee.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


         EXECUTIVE

         /s/ Bobby L. Doxey
         --------------------------------------

         UNION PLANTERS BANK, N.A.

         By: /s/ Jackson W. Moore
            -----------------------------------
         Jackson W. Moore
         President and Chief Operating Officer


         UNION PLANTERS CORPORATION

         By: /s/ Jackson W. Moore
            -----------------------------------
         Jackson W. Moore
         President and Chief Operating Officer