EXHIBIT 10.9
AMENDMENT NO. THREE TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
THIS AMENDMENT, dated as of January 22, 2004, by and between Union
Planters Corporation ("Employer") and Xxxxxxx X. Xxxxx ("Participant"), amends
that certain Supplemental Executive Retirement Agreement, dated as of February
23, 1995, as previously amended April 17, 1997, and August 31, 1999, 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 agrees as follows:
1. There is hereby added to the end of Section 2.1 following
sentence:
"Notwithstanding anything to the contrary in Article II or any other
provision of this Agreement, the Normal Retirement Benefit or Reduced
Retirement Benefit determined under any Section of this Article II
shall be subject to the limitation provided for in Section 2.10 of this
Agreement."
2. There is hereby added a new Section 2.10 to the SERP to read as
follows:
"2.10 MAXIMUM SERP PRESENT VALUE UNDER ANY CIRCUMSTANCES.
Notwithstanding anything to the contrary in Article II or any other
provision of this Agreement, the maximum present value that may be paid
to the Participant or his beneficiary under any Section of this Article
II, and regardless of the circumstances that cause such payment, shall
be Twenty Five Million Dollars ($25,000,000). For this purpose, (i)
"maximum present value" shall mean the present value of the payment or
payments to the Participant or his beneficiary, as determined under the
applicable section of this Article II; (ii) the Cost of Funds
Reimbursement under Section 2.9 shall not be subtracted from the
maximum present value; instead, the maximum present value shall be
determined after application of the Cost of Funds Reimbursement, if
any, under Section 2.9, and (iii) any payments or benefits under this
Agreement, other than payments under this Article II (such as payment
of attorney's fees, court costs and loss of benefits under Section
5.13, payment of taxes under Section 5.14, and continuation of medical
plan coverage under Article VI), shall be in addition to the maximum
present value provided for in this Section 2.10."
The terms of the SERP not hereby amended shall be and remain in full
force and effect and are not affected by this Amendment.
6
IN WITNESS WHEREOF, Participant and Employer have duly executed this
Amendment as of the day and year first above written.
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Participant
UNION PLANTERS CORPORATION
By: Xxxxx X. Xxxxx
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Its: Chief Financial Officer
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