Magna Group chief executive G. Thomas Andes is to realize a tremendous windfall by selling his bank to Union Planters Corp., including severance pay totaling $3.4 million.

Mr. Andes is to get options on Union Planters shares and restricted shares worth more than $9 million at current prices, according to a regulatory filing. The options would vest over three years, or immediately if Mr. Andes decides to leave the Memphis banking company.

His salary and bonus as a vice chairman of the $18 billion-asset company are to total 90% of what Union Planters chairman and chief executive Benjamin W. Rawlins Jr. makes. Last year Mr. Rawlins was paid $645,000 in salary and a $581,000 bonus.

By comparison, Mr. Andes' 1997 salary at $7 billion-asset Magna was $475,000. He got no bonus because his St. Louis banking company did not achieve its earnings-per-share goals. In 1996 Mr. Andes was paid $375,000 in salary, plus a cash bonus of $171,000, for a total of $546,000.

Mr. Andes is to get a five-year contract from Union Planters, assuming he remains with the company for a year after the merger is completed. If he leaves or is terminated before the one-year anniversary, Mr. Andes would be paid for three years of work.

He is to get an annual retirement benefit of $850,000.

Union Planters agreed to buy Magna on Feb. 23 for $2.3 billion. The deal is expected to close by June 30.

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