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EXHIBIT 10(D)
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AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
THIS AMENDMENT, dated as of April ___, 1997 by and between Union
Planters Corporation ("Employer") and _________________ ("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 or
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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 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.
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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, relating to the
excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended, is hereby deleted in its entirety.
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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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Participant
UNION PLANTERS CORPORATION
By:
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