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EXHIBIT 10(C)
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AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
THIS AMENDMENT, dated as of April 17, 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 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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(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 Employees 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.,
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.
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"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, relative
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.
/s/ ▇. ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Participant
UNION PLANTERS CORPORATION
By: /s/ M. ▇▇▇▇ ▇▇▇▇▇▇▇
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