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EXHIBIT 10(I)
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AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
THIS AMENDMENT, dated as of April 23, 1997 by and between Union Planters
Corporation ("Employer") and M. ▇▇▇▇ ▇▇▇▇▇▇▇ ("Participant"), amends that
certain Supplemental Executive Retirement Agreement, dated as of February 23,
1995, by and between Employer and Participant (the "SERP").
WHEREAS, Employer and Participant desire to amend the SERP as provided
herein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:
1. Definition of "Change in Control". The current definition of the term
"Change in Control" in Section 1.6 of the SERP is hereby deleted in its
entirety and the following is substituted in lieu thereof:
"Change in Control" shall mean the occurrence of any of the following
events:
(i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended) of 25% or more
of either (A) the then outstanding shares of common stock of Employer
(the "Outstanding Company Common Stock") or (B) the combined voting
power of the then outstanding voting securities of Employer entitled
to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that for purposes of
this subsection (i), the following acquisitions shall not constitute a
Change in Control: (w) any acquisition directly from Employer, (x) any
acquisition by Employer, (y) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by Employer or any
corporation controlled by Employer, or (z) any acquisition by any
Person pursuant to a transaction which complies with clauses (A), (B)
and (C) of subsection (iii) of this Section 1.6; or
(ii) Individuals who, as of the date hereof, constitute the
Board of Directors of Employer (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by Employer's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual
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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 Employer (a "Business Combination"), in each case, unless,
following such Business Combination,
(A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and outstanding Company
Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more
than 65% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the
corporation resulting from such Business Combination
(including, without limitation, a corporation which as a
result of such transaction owns Employer or all or
substantially all of Employer's assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may
be, and
(B) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan
(or related trust) of Employer or such corporation resulting
from such Business Combination) beneficially owns, directly
or indirectly, 25% or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership
existed prior to the Business Combination, and
(C) at least a majority of the members of the board
of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action
of the Board, providing for such Business Combination.
2. Definition of "Disability". The current definition of the term
"Disability" in Section 1.8 of the SERP is hereby deleted in its entirety and
the following is substituted in lieu thereof:
"Disability" shall mean a mental or physical disability as determined by
the Board in accordance with standards and procedures similar to those under
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Employer's employee long-term disability plan, if any. At any time that
Employer does not maintain such a long-term disability plan, Disability shall
mean the inability of Participant, as determined by the Board, to substantially
perform his regular duties and responsibility due to a medically determinable
physical or mental illness which has lasted (or can reasonably be expected to
last) for a period of six consecutive months.
3. Definition of "Final Average Earnings". The current definition of the
term "Final Average Earnings" in Section 1.12 of the SERP is hereby deleted in
its entirety and the following is substituted in lieu thereof:
"Final Average Earnings" shall mean the sum of (i) the Participant's or
Eligible Participant's highest base salary in effect during any calendar year
preceding his termination of employment, including the year in which such
termination occurs, and (ii) the Participant's or Eligible Participant's
highest annual bonus payable with respect to any calendar year preceding his
termination of employment, including the year in which such termination occurs.
4. Excise Tax Provision. Section 5.14 of the SERP is hereby deleted
in its entirety and the following is substituted in lieu thereof:
5.14 Payment of Taxes. Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment
of benefits under this Agreement (the "SERP Payment") would be subject
to the excise tax imposed by Section 4999 of the Code, or any interest
or penalties are incurred by Participant with respect to such excise
tax (such excise tax, together with any such interest and penalties,
are hereinafter collectively referred to as the "Excise Tax"), then
Participant shall be entitled to receive an additional payment (an
"Excise Tax Gross-Up Payment") in an amount such that after payment by
Participant of all taxes (including any interest or penalties imposed
with respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon the Excise Tax Gross-Up Payment,
Participant retains an amount of the Excise Tax Gross-Up Payment equal
to the Excise Tax imposed upon the SERP Payment. The Excise Tax
Gross-Up Payment will be made within two (2) months following
Participant's termination of employment, once a good faith
determination has been made by either Employer or Participant that the
SERP Payment is subject to the excise tax imposed by Section 4999 of
the Code.
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The terms of the SERP not hereby amended shall be and remain in full
force and effect and are not affected by this Amendment.
IN WITNESS WHEREOF, Participant and Employer have duly executed this
Amendment as of the day and year first above written.
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/s/ M. ▇▇▇▇ ▇▇▇▇▇▇▇
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M. ▇▇▇▇ ▇▇▇▇▇▇▇
Participant
UNION PLANTERS CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
