<PAGE>
EXHIBIT 10.22
UNION PLANTERS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
This Supplemental Executive Retirement
Agreement ("Agreement") has been adopted
by Union Planters Corporation ("Employer")
and Jackson W. Moore ("Participant")
effective the 23rd day of February,
1995.
RECITALS
WHEREAS, Union Planters Corporation
("Employer") previously entered into a
Deferred Compensation Agreement ("Previous
Agreement") with the Participant on
July 1, 1989;
WHEREAS, the Previous Agreement was amended
from time to time to provide
additional benefits to the Participant
and/or to clarify certain provisions of
the Previous Agreement, and
WHEREAS, the Board at its regular monthly
meeting in February, 1995, approved
the adoption of the Union Planters
Corporation Supplemental Executive Retirement
Plan ("Plan");
WHEREAS, in consideration of the Employer's
desire to change the terms of the
Previous Agreement and the Participant's
desire to participate in the Plan,
Employer and the Participant agree to
terminate the Previous Agreement; and
WHEREAS, as consideration for the
termination of the Previous Agreement, both
Employer and Participant agree to abide by
the terms and conditions of the Plan,
which are evidenced through this
Agreement.
NOW THEREFORE, Employer and Participant
hereby adopt this Agreement pursuant to
the terms and provisions set forth
below.
ARTICLE I
DEFINITIONS
Whenever used herein the following terms
shall have the meanings hereinafter set
forth. Words in the masculine gender shall
include the feminine and the singular
shall include the plural, and vice versa,
unless qualified by the context. Any
headings used herein are included for ease
of reference only, and are not to be
construed so as to alter the terms
hereof.
1.1. "AGREEMENT" shall mean the Union
Planters Corporation Supplemental
Executive
Retirement Agreement.
1.2. "APPLICABLE FEDERAL RATE" shall mean
120% of the applicable federal rate
(as calculated on a mid-term, monthly
basis) pursuant to Code Section 1274, as
amended.
1.3. "AVERAGE BASE SALARY INCREASE RATE"
shall mean the greater of the
following: (i) the average annual increase
in base salary and bonus (calculated
<PAGE>
using four (4) decimal places) received by
the Participant or Eligible
Participant during the three complete
calendar years preceding termination of
employment (for whatever reason), or (ii)
Five Percent (5%).
1.4. "BENEFICIARY" shall mean the person or
persons Participant has designated
in writing to Employer to receive benefits
under the Agreement in the event of
the Participant's death. If the Participant
has not specifically designated any
Beneficiary for purposes of the Agreement,
then the Beneficiary shall become the
Participant's estate. In the case of the
death of the Beneficiary before
completion of payments under the Agreement
to the Beneficiary, then the
Beneficiary's estate shall become entitled
to any remaining payments. In either
case, any remaining payments under the
terms of the Agreement shall be made in
the form of a lump sum payment as follows:
an amount equal to the present value
of any remaining payments to be made under
the Agreement shall be paid on the
first business day of the second month
following the Participant's (or if
appropriate, Beneficiary's) date of death,
and for purposes of determining the
present value of the payments, the Discount
Rate which exists on the
Participant's (or, if appropriate,
Beneficiary's) date of the death shall be
used.
1.5. "BOARD" shall mean the Board of
Directors of Union Planters Corporation.
1.6. "CHANGE IN CONTROL" shall mean the
occurrence of the earliest of any of
the following events:
(a) the acquisition by any entity, person, or group (excluding
any
entity, person or group owning Voting Stock at the effective date
of
this Agreement) of beneficial ownership, as that term is defined
in
Rule 13d-3 of the Securities Exchange Act of 1934, of Twenty
Five
percent (25%) or more of the Voting Stock of Employer;
(b) The commencement and consummation by any entity, person or
group
(other than Employer) of a tender offer or an exchange offer for
more
than Twenty Five percent (25%) or more of the Voting Stock of
Employer;
or
(c) the effective date of a (i) merger or consolidation of
Employer
with one or more other corporations as a result of which the
holders of
the Voting Stock of Employer immediately prior to such merger
or
consolidation hold less than Eighty Percent (80%) of the Voting
Stock
of the surviving or resulting corporation, or (ii) a sale of
transfer
of a majority of the property of Employer, other than to an entity
of
which Employer controls 80% or more of the Voting Stock.
1.7. "CODE" shall mean the Internal Revenue
Code of 1986, as amended.
1.8. "DISABILITY" shall mean a physical or
mental condition of the Participant,
determined in the sole discretion of the
Board, which prohibits Participant from
carrying out his normal duties and
responsibilities as an employee of Employer.
1.9. "DISCOUNT RATE" shall mean that
immediate annuity interest rate used by the
Pension Benefit Guaranty Corporation
("PBGC") under Section 4062, Appendix B to
Part 2619, of the Employee Retirement
Income Security Act ("ERISA").
1.10. "ELIGIBLE PARTICIPANT" shall Mean the
Participant once he earns at least
10 Years of Service with the Employer and
attains the following indicated ages,
<PAGE>
based on the Participant's actual age as of
January 1, 1995.
<TABLE>
<CAPTION>
Age Participant Can
Participant Participant's Age as of
January 1, 1995 Qualify as
Eligible
---------------------------------------
-------------------
<S>
<C>
<C>
Less than Age 50
55
Age 50 through 54
57
Age 55 through 60
59
Age 61 or over
64
</TABLE>
For purposes of the Agreement (where
appropriate), the term "Participant" shall
include a reference to an Eligible
Participant.
1.11. "EMPLOYER" shall mean the Union
Planters Corporation, or to the extent
provided in Section 5.9, any successor
corporation or other entity resulting
from a merger or consolidation into or with
Employer or a transfer or sale of a
majority of the assets of Employer.
1.12. "FINAL AVERAGE EARNINGS" shall mean
the average base salary plus bonus
earned by the Participant or Eligible
Participant during the three complete
calendar years preceding termination of
employment (for whatever reason).
1.13. "FORMER ELIGIBLE PARTICIPANT" shall
mean Participant who, after becoming
an Eligible Participant, terminates service
with the Employer and who, under the
terms of the Agreement, is then entitled to
payment of a benefit. For purposes
of the Agreement (where appropriate), the
term "Participant" shall include a
reference to a Former Eligible
Participant.
1.14. "GOOD REASON" shall mean a
termination of employment with the Employer if,
without the Participant's express written
consent:
(i)
Employer shall assign to Participant duties of a nonexecutive
nature
or for
which Participant is not reasonably equipped by his skills and
experience; or
(ii)
Employer shall reduce the salary of the Participant, or
materially
reduce the
amount of paid vacations to which he is entitled, or reduce his
fringe
benefits and perquisites; or
(iii)
Employer shall fail to provide office facilities, secretarial
services,
and other administrative services to the Participant which are
substantially equivalent to the facilities and services provided to
the
Participant at the Initial date of the Participant's participation
in the
Agreement;
or
(iv)
Employer shall terminate incentive and benefit plans or
arrangements,
or reduce
or limit the Participant's participation therein, relative to
the level of participation
of other executives of similar rank, to such an
extent as
to materially reduce the aggregate value of the Participant's
incentive
compensation and benefits below their aggregate value as of the
initial
date of the Participant's participation in the Agreement.
1.15. "INSTALLMENT PAYMENT ACCOUNT" shall
mean that account created pursuant to
the terms of Article II of the Agreement to
facilitate payment of benefits under
the Agreement to the Participant in the
form of installment payments.
1.16. "NORMAL RETIREMENT AGE" shall mean
the following indicated ages based on
<PAGE>
the Participant's actual age as of January
1, 1995:
<TABLE>
<CAPTION>
Participant's
Participant's
Age as of January 1, 1995
Normal Retirement Age
---------------------------------------
---------------------
<S>
<C>
Less than Age 60
62
Age 60 or over
65
</TABLE>
1.17. "NORMAL RETIREMENT BENEFIT" shall
mean an annual sum equal to 65% of the
Participant's Final Average Earnings,
payable each year for the remaining
actuarially-determined life of the
Participant in accordance with the provisions
of Article II of the Agreement. For
purposes of determining the Participant's
remaining actuarially-determined life,
Table V ("Ordinary Life Annuities, One
Life - Expected Return") of Code Regulation
1.72-9, as amended, shall be used,
with the assumption that the Participant
terminated employment on the first day
of the first year of the Participant's
Normal Retirement Age (regardless of the
Participant's actual age at termination of
employment).
1.18. "PARTICIPANT" shall mean Jackson W.
Moore, who is an employee of Employer
and to whom or with respect to whom a
benefit may be payable under the
Agreement. For purposes of the Agreement,
the term "Participant" shall include a
reference to the Participant once he
becomes an Eligible Participant or Former
Eligible Participant.
1.19. "REDUCED RETIREMENT BENEFIT" shall
mean the following percentages of the
Participant's Normal Retirement Benefit,
payable to an Eligible Participant in
accordance with the provisions of Section
2.3 of the Agreement if the Eligible
Participant terminates employment before
attaining Normal Retirement Age
("NRA").
<TABLE>
<CAPTION>
Years Employment
Terminates Prior
to NRA
Reduced Retirement Benefit
-----------------------
--------------------------
<S>
<C>
More than
7 Years
0% of Normal Retirement Benefit
From 6 to
7 Years
58% of Normal Retirement Benefit
From 5 to
6 Years
64% of Normal Retirement Benefit
From 4 to
5 Years
70% of Normal Retirement Benefit
From 3 to
4 Years
75% of Normal Retirement Benefit
From 2 to
3 Year
82% of Normal Retirement Benefit
From 1 to
2 Years
88% of Normal Retirement Benefit
Up to 1
Year
94% of Normal Retirement Benefit
</TABLE>
1.20. "VOTING STOCK" shall mean that class
(or classes) of common stock of the
Employer entitled to vote in the election
of the Employer's directors.
1.21. "YEAR OF SERVICE" shall mean any
calendar year of employment by the
Participant with Employer in which the
Participant accumulates at least 1000
hours of service. For these purposes, the
provisions of Department of Labor
Regulations 2530.200-2(b) and (c) are
incorporated herein by reference as they
relate to the determination of "hour of
service."
ARTICLE II
BENEFITS UNDER THE AGREEMENT
2.1. BENEFITS. Either a Normal Retirement
Benefit or Reduced Retirement Benefit
shall be paid under the terms of the
Agreement as set forth in this Article II.
<PAGE>
2.2. VOLUNTARY TERMINATION OF EMPLOYMENT
BEFORE BECOMING ELIGIBLE PARTICIPANT.
Should Participant voluntarily terminate
employment with the Employer before
becoming an Eligible Participant, then the
Participant (and any person claiming
benefits for or on behalf of the
Participant) will forfeit all rights to
benefits under this Agreement; provided,
however, that a termination of
employment for Good Reason or in accordance
with Sections 2.4, 2.5, or 2.6 of
the Agreement will not be considered a
voluntary termination of employment
subject to this Section 2.2 of the
Agreement.
2.3. VOLUNTARY TERMINATION OF EMPLOYMENT
AFTER BECOMING AN ELIGIBLE PARTICIPANT
BUT BEFORE NORMAL RETIREMENT AGE. Should
the Participant, once becoming an
Eligible Participant, voluntarily terminate
service with the Employer before
Normal Retirement Age (i.e., for reasons
other than Good Reason or those
described in Sections 2.4, 2.5 or 2.6 of
the Agreement), he will be entitled to
the Reduced Retirement Benefit payable at
his election in either of the
following forms. Should Participant fail to
specifically elect a form of benefit
payment, a Lump Sum Distribution will be
made to the Participant.
(a) LUMP SUM DISTRIBUTION. An amount equal to the present value of
the
Participant's total Reduced Retirement Benefit shall be paid to
the
Participant in one lump sum distribution on the first business day
of
the second month following the Participant's termination of
employment.
For purposes of determining the present value of the
Participant's
total Reduced Retirement Benefit, the Discount Rate which exists on
the
date of the Participant's termination of employment shall be
used.
(b) PERIODIC DISTRIBUTION. An amount equal to the present value of
the
Participant's total Reduced Retirement Benefit shall be credited to
an
Installment Payment Account and shall be payable in up to 180
successive monthly installments. The first payment shall commence
on
the first business day of the second month following the date
of
termination of employment, and each successive payment shall
occur
monthly in succeeding months on the first business day of such
months.
In order for Participant to elect a Periodic Distribution under
the
terms of this Section 2.3(b), the Participant must elect, in
the
taxable year (or years) prior to the Participant's termination
of
employment with the Employer, both the Periodic Distribution option
and
the number of monthly installments to be made (up to a maximum of
180).
For purposes of determining the present value of the
Participant's
total Reduced Retirement Benefit, the Discount Rate which exists on
the
date of the Participant's termination of employment shall be used.
To
determine the amount of each installment payment, a fraction shall
be
applied to the Participant's Installment Payment Account on
each
payment date. The numerator shall consist of one (1) and the
denominator shall consist of the total number of installment
payments
remaining (including the current payment). During the
installment
payment period, interest shall be credited to the Participant's
Installment Payment Account on a monthly basis using the
Applicable
Federal Rate in existence on the first business day of each
month
during which payments are made.
2.4. TERMINATION OF EMPLOYMENT PRIOR TO
NORMAL RETIREMENT AGE DUE TO DEATH OR
<PAGE>
DISABILITY. Should Participant, before or
after becoming an Eligible
Participant, terminate service with the
Employer prior to Normal Retirement Age
because of death or disability, he will be
entitled to the Normal Retirement
Benefit following termination of
employment, payable in one of the distribution
forms described in Sections 2.7(a) and (b)
of the Agreement.
2.5. INVOLUNTARY TERMINATION OF EMPLOYMENT
PRIOR TO NORMAL RETIREMENT AGE.
Should Participant, before or after
becoming an Eligible Participant,
involuntarily terminate service with the
Employer (or voluntarily terminate
service with Good Reason) prior to Normal
Retirement Age (for reasons other than
those described in Section 2.4 and 2.6), he
will he entitled to the Normal
Retirement Benefit, without regard to the
Participant's age or years of service
at the time of involuntary termination of
employment. The Normal Retirement
Benefit will be payable in one of the
distribution forms described in Sections
2.3(a) and (b) of the Agreement.
For purposes of calculating the Normal
Retirement Benefit under this Section
2.5, Participant's Final Average Earnings
shall be that amount at the date of
termination of employment increased at the
Average Base Salary Increase Rate,
compounded annually, for the number of
years (carried to two (2) decimal places)
needed to reach the Participant's age 65
birthday.
2.6. INVOLUNTARY TERMINATION OF EMPLOYMENT
FOLLOWING A CHANGE IN CONTROL. Should
a Change in Control occur, Participant will
be entitled to the Normal Retirement
Benefit following termination of employment
(for whatever reason), without
regard to the Participant's age or years of
service at the time of involuntary
termination of employment and without
regard to whether the Participant has
become an Eligible Participant. The Normal
Retirement Benefit will be payable in
accordance with the distribution forms
described in Sections 2.7(a) and (b) of
the Agreement.
For purposes of calculating the Normal
Retirement Benefit under this Section
2.6, Participant's Final Average Earnings
shall be that amount at the date of
termination of employment increased at the
Average Base Salary Increase Rate,
compounded annually, for the number of
years (carried to two (2) decimal places)
needed to reach the Participant's age 65
birthday.
2.7. TERMINATION OF EMPLOYMENT AT OR AFTER
NORMAL RETIREMENT AGE. Should
Participant become an Eligible Participant
and subsequently terminate service
with the Employer (for whatever reason) at
or after Normal Retirement Age, he
(or, if appropriate, his Beneficiary) will
be entitled to the Normal Retirement
Benefit, payable at his election in either
of the following forms. Should
Participant fail to specifically elect a
form of benefit payment, a Lump Sum
Distribution will be made to the
Participant (or, if appropriate, to his
Beneficiary).
(a) LUMP SUM DISTRIBUTION. An amount equal to the present value of
the
Participant's total Normal Retirement Benefit shall be paid to
the
Participant in one lump sum distribution on the first business day
of
the second month following the Participant's termination of
employment.
For purposes of determining the present value of the
Participant's
total Normal Retirement Benefit, the Discount Rate which exists on
the
date of the Participant's termination of employment shall be
used.
(b) PERIODIC DISTRIBUTION. An amount equal to the present value of
the
Participant's total Normal Retirement Benefit shall be credited to
an
<PAGE>
Installment Payment Account and shall be payable in up to 180
successive monthly installments. The first payment shall commence
on
the first business day of the second month following the date
of
termination of employment, and each successive payment shall
occur
monthly in succeeding months on the first business day of such
months.
In order for Participant to elect a Periodic Distribution under
the
terms of this Section 2.7(b), the Participant must elect, in
this
taxable year (or years) prior to the Participant's termination
of
employment with the Employer, both the Periodic Distribution option
and
the number of monthly installments to be made (up to a maximum of
180).
For purposes of determining the present value of the
Participant's
total Normal Retirement Benefit the Discount Rate which exists on
the
date of the Participant's termination of employment shall be used.
To
determine the amount of each installment payment, a fraction shall
be
applied to the Participant's Installment Payment Account on
each
payment date. The numerator shall consist of one (1) and the
denominator shall consist of the total number of installment
payments
remaining (including the current payment). During the
installment
payment period, interest shall be credited to the Participant's
Installment Payment Account on a monthly basis using the
Applicable
Federal Rate in existence on the first business day of each
month
during which payments are made.
2.8. DEATH WHILE BENEFIT PAYMENTS BEING
MADE. Should Participant die after
becoming a Former Eligible Participant and
after the commencement of Normal
Retirement or Reduced Retirement Benefit
payments to the Participant, then any
remaining payments will be made to the
Participant's Beneficiary in the same
form being made to the Participant at the
date of his death. Alternatively, at
the Beneficiaries election (with the
consent of the Employer), payment may be
made in a lump sum payment as follows: an
amount equal to the present value of
the remaining payments shall be paid on the
first business day of the second
month following the Participant's date of
death, and for purposes of determining
the present value of the remaining
payments, the Discount Rate which exists on
the date of the Participant's date of death
shall be used.
ARTICLE III
ADMINISTRATION OF THE AGREEMENT
3.1. ADMINISTRATION BY EMPLOYER. Employer
shall be responsible for the general
operation and administration of the
Agreement and for carrying out the
provisions thereof. The Board or Employer
may engage the services of outside
counsel, accountants, financial advisors
and other such professional to assist
it in its administrative duties.
3.2. GENERAL POWERS OF ADMINISTRATION.
Employer is hereby designated as a
fiduciary under the Agreement Employer, as
fiduciary, shall have authority to
control, interpret and manage the operation
and administration
