UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                             Trustmark Corporation
             (Exact name of registrant as specified in its charter)

      Mississippi                                                     64-0471500
(State or other jurisdiction of                                       (IRS EIN)
incorporation or organization)

248 E. Capitol Street, Jackson, Mississippi                             39201
(Address of principal executive offices)                              (Zip Code)

                Trustmark Corporation Deferred Compensation Plan
                            (full title of the plan)

                                 LOUIS E. GREER
                                   Controller
                            Trustmark National Bank
                             248 E. Capitol Street
                               Jackson, MS 39201
                       (601) 949-2310 Fax: (601) 949-6871
(Name, address including zip code and telephone number, including area code, of
                               agent for service)

Copies of all correspondence to:

Robert D. Drinkwater
Brunini, Grantham, Grower & Hewes, PLLC
Post Office Drawer 119
Jackson, MS  39205
(601) 948-3101    Fax:  (601) 960-6902

<PAGE>

CALCULATION OF REGISTRATION FEE

                                     Proposed       Proposed
Title of                             maximum        maximum
securities          Amount           offering       aggregate         Amount of
to be               to be            price          offering          registra-
registered          registered       per share      price             tion fee
----------          ----------       ---------      ---------         ---------
Deferred
Compensation            (2)               (2)       $ 2,500,000 (2)   $ 625.00
Obligations (1)

     (1)  The Deferred  Compensation  Obligations  are unsecured  obligations of
          Registrant   to  pay  deferred   compensation   to   participants   in
          Registrant's  Deferred  Compensation Plan made available to certain of
          Registrant's highly compensated employees.

     (2)  Solely for purposes of calculating  the  registration  fee pursuant to
          Rule  457(h)  under  the  Securities  Act of 1933,  maximum  aggregate
          offering  price  represents an estimate of the amount of  compensation
          employees will elect to defer under the Plan over the next five years.


If any securities  being  registered on this form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. [x]

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Documents  containing  the  information  specified in Form S-8, Item 1, shall be
provided  to  persons  eligible  to  participate  in the  Trustmark  Corporation
Deferred  Compensation  Plan (the  "Plan") as  specified  by Rule 428(b)(1).  In
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the  "Commission")  and the instructions to Form S-8, such documents
are not being  filed  with the  Commission  either as part of this  Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424.

Item 2.  Registrant Information and Employee Plan Annual Information.

The statement containing the information specified in Form S-8, Item 2, shall be
provided to participants.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents filed with the Commission are  incorporated by
reference in this Registration Statement:

(a) The Annual Report of Trustmark  Corporation  ("Trustmark")  on Form 10-K for
the fiscal year ended December 31, 2000.

(b) All other documents and reports filed with the Commission by Trustmark since
December 31, 2000 or subsequently  filed pursuant to Sections 13(a) and 15(d) of
the  Securities  Exchange Act of 1934,  prior to the filing of a  post-effective
amendment which  indicates that all securities  offered herein have been sold or
which  registers all  securities  then remaining  unsold,  shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents and reports.

Item 4.  Description of Securities.

         The  obligations  being  registered are the unfunded,  nontransferrable
obligations of Trustmark to pay to participants the amounts accumulated to their
deferred compensation accounts in accordance with the Plan.

Item 5.  Interest of Named Experts and Counsel.

         No expert named in the  Registration  Statement  as having  prepared or
certified  any part  thereof and no counsel  for  Registrant  was  employed on a
contingent  basis or has  received  or is to  receive  any  direct  or  indirect
substantial  interest in Trustmark or any subsidiary  thereof in connection with
this offering.

Item 6.  Indemnification of Directors and Officers.

         Pursuant  to  Article  VI,  Section  2, of its  bylaws,  Trustmark  may
indemnify  or  reimburse  the  expenses  of any person  against  all  reasonable
expenses  incurred in connection with any litigation or proceeding in which such
person  may  have  been  involved  because  he is or was a  director  (including
honorary or advisory directors) officer or employee of the corporation or of any
other firm,  corporation or organization which he served in any such capacity at
the request of the  corporation.  Provided,  such person  shall have no right to
indemnification  or  reimbursement  in  relation  to any  matters in which he is
finally  adjudged  to have been  guilty of or liable for  negligence  or willful
misconduct in the  performance of his duties;  and,  provided  further,  that no
person shall be so indemnified  or reimbursed in relation to any  administrative
proceeding or action  instituted by any appropriate bank regulatory agency which
proceeding or action results in a final order assessing civil monetary penalties
or requiring  affirmative  action by an individual or individuals in the form of
payments to the corporation.

         In addition,  the  Mississippi  Business  Corporation  Act provides for
indemnification  of directors  and  officers in certain  events.  Directors  and
officers are entitled to indemnification  if they are wholly successful,  on the
merits or otherwise,  in the defense of any proceeding to which such person is a
party because he was a director or officer of the corporation against reasonable
expenses  incurred by him in connection with the  proceeding.  A corporation may
indemnify an  individual  who is a party to a proceeding  because he is or was a
director or officer against a liability incurred in the proceeding if the person
conducted  himself  in good  faith and he  reasonably  believed,  in the case of
conduct in his official capacity,  that his conduct was in the best interests of
the  corporation,  and, in all other cases,  that his conduct was not opposed to
the  best  interests  of the  corporation,  and,  in the  case  of any  criminal
proceeding,  that he had no reasonable cause to believe his conduct was unlawful
or, he  engaged  in  conduct  for which  broader  indemnification  has been made
permissible  or obligatory  under a provision of the  corporation's  articles of
incorporation.  Unless  ordered by a court,  a  corporation  may not indemnify a
director or officer in  connection  with a proceeding  by or in the right of the
corporation,  except for  reasonable  expenses  incurred in connection  with the
proceeding if it is determined  that the director has met the relevant  standard
of conduct  specified  above, or, in connection with any proceeding with respect
to conduct  for which he was  adjudged  liable on the basis  that he  received a
financial benefit to which he was not entitled,  whether or not involving action
in his official capacity.

         A  corporation  may,  additionally,   before  final  disposition  of  a
proceeding,  advance  funds  to pay for or  reimburse  the  reasonable  expenses
incurred by the director or officer who is a party to a proceeding under certain
circumstances.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.     Description of Exhibit
         -----------     ----------------------
         4.              Trustmark Corporation Deferred Compensation Plan.

         5.              Opinion of  Brunini, Grantham, Grower &  Hewes, PLLC as
                         to  the  legality  of  the adoption of the Plan and the
                         binding  nature  of  Trustmark's  obligations under the
                         Plan.

         23.1            Consent of Arthur Andersen LLP

         23.2            Consent of Brunini, Grantham, Grower & Hewes, PLLC


Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement:

         (i) To  include  any  prospectus  required  by Section 10(a) (3) of the
         Securities Act of 1933;

         (ii)  To reflect in the  prospectus  any facts or events  arising after
         the effective date of this  Registration  Statement (or the most recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in this Registration Statement;

         (iii)  To include any material  information with respect to the plan of
         distribution not previously disclosed in this Registration Statement or
         any material change to such information in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  Registration  Statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is  incorporated  by  reference  in this  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such   indemnification  is  unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses incurred or paid by a director,  officer,  or controlling
person  connected with the securities  being  registered)  the Registrant  will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Jackson and State of  Mississippi  on the 20th day of
November, 2001



TRUSTMARK CORPORATION

/s/ Richard G. Hickson
-----------------------------
Richard G. Hickson
President and Chief Executive Officer
Date:  November 20, 2001

/s/ Gerard R. Host
-----------------------------
Gerard R. Host
Treasurer (Principal Financial Officer)
Date:  November 20, 2001

<PAGE>

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

/s/ J. Kelly Allgood
-----------------------------
J. Kelly Allgood
Director
Date:  November 20, 2001


/s/ Reuben V. Anderson
-----------------------------
Reuben V. Anderson
Director
Date:  November 20, 2001


-----------------------------
Adolphus B. Baker
Director



-----------------------------
John L. Black, Jr.
Director



/s/ William C. Deviney, Jr.
-----------------------------
William C. Deviney, Jr.
Director
Date:  November 20, 2001


/s/ D.G. Fountain, Jr.
-----------------------------
D.G. Fountain, Jr.
Director
Date:  November 20, 2001


/s/ C. Gerald Garnett
-----------------------------
C. Gerald Garnett
Director
Date:  November 20, 2001


/s/ Richard G. Hickson
-----------------------------
Richard G. Hickson
President & Chief Executive Officer and Director
Date:  November 20, 2001


/s/ Matthew L. Holleman III
-----------------------------
Matthew L. Holleman III
Director
Date:  November 20, 2001


/s/ Gerard R. Host
-----------------------------
Gerard R. Host
Treasurer (Principal Financial Officer) and Director
Date:  November 20, 2001


/s/ T.H. Kendall III
-----------------------------
T.H. Kendall III
Chairman of the Board and Director
Date:  November 20, 2001


-----------------------------
Larry L. Lambiotte
Director



-----------------------------
Dr. Frances Lucas-Tauchar
Director



/s/ William Neville III
-----------------------------
William Neville III
Director
Date:  November 20, 2001


/s/ Richard H. Puckett
-----------------------------
Richard H. Puckett
Director
Date:  November 20, 2001


-----------------------------
William K. Ray
Director



-----------------------------
Charles W. Renfrow
Director



/s/ Carolyn C. Shanks
-----------------------------
Carolyn C. Shanks
Director
Date:  November 20, 2001


/s/ Harry M. Walker
-----------------------------
Harry M. Walker
Director
Date:  November 20, 2001


-----------------------------
LeRoy G. Walker, Jr.
Director



-----------------------------
Paul H. Watson, Jr.
Director



-----------------------------
Kenneth W. Williams
Director



-----------------------------
Allen Wood, Jr.
Director



-----------------------------
William G. Yates, Jr.
Director

<PAGE>




EXHIBIT INDEX


Exhibit Number    Description
--------------    -----------

4                 Trustmark Corporation Deferred Compensation Plan
5                 Opinion of Brunini, Grantham, Grower & Hewes, PLLC
23.1              Consent of Arthur Andersen LLP
23.2              Consent of Brunini, Grantham, Grower & Hewes, PLLC

<PAGE>

                                                                       Exhibit 4

                              Trustmark Corporation
                           Deferred Compensation Plan
                              Master Plan Document


                            Effective January 1, 2002

<PAGE>

Trustmark Corporation
Deferred Compensation Plan
Master Plan Document
--------------------------------------------------------------------------------

                                TABLE OF CONTENTS
                                                                            Page
Purpose             ...........................................................1


ARTICLE 1           Definitions................................................1


ARTICLE 2           Selection, Enrollment, Eligibility.........................6

           2.1      Selection by Committee.....................................6
           2.2      Enrollment Requirements....................................7
           2.3      Eligibility; Commencement of Participation.................7
           2.4      Termination of Participation and/or Deferrals..............7

ARTICLE 3           Deferral Commitments/Stock Option Gain Amounts/Vesting/
                    Crediting/Taxes............................................7

           3.1      Minimum Deferrals..........................................7
           3.2      Maximum Deferrals..........................................8
           3.3      Election to Defer; Effect of Election Form.................8
           3.4      Withholding of Annual Deferral Amounts.....................9
           3.5      Annual Stock Option Gain Amount............................9
           3.6      Investment of Trust Assets.................................9
           3.7      Vesting....................................................9
           3.8      Crediting/Debiting of Account Balances.....................9
           3.9      FICA and Other Taxes......................................11

ARTICLE 4           Short-Term Payout; Unforeseeable Financial Emergencies;
                    Withdrawal Election.......................................11

           4.1      Short-Term Payout.........................................11
           4.2      Other Benefits Take Precedence Over Short-Term............12
           4.3      Withdrawal Payout/Suspensions for Unforeseeable
                    Financial Emergencies.....................................12
           4.4      Withdrawal Election.......................................12

ARTICLE 5           Retirement Benefit........................................13

           5.1      Retirement Benefit........................................13
           5.2      Payment of Retirement Benefit.............................13
           5.3      Death Prior to Completion of Retirement Benefit...........13

ARTICLE 6           Pre-Retirement Survivor Benefit...........................14

           6.1      Pre-Retirement Survivor Benefit...........................14
           6.2      Payment of Pre-Retirement Survivor Benefit................14

ARTICLE 7           Termination Benefit.......................................14

           7.1      Termination Benefit.......................................14
           7.2      Payment of Termination Benefit............................14
           7.3      Death Prior to Completion of Termination Benefit..........15

ARTICLE 8           Disability Waiver and Benefit.............................15

           8.1      Disability................................................15
           8.2      Continued Eligibility; Disability Benefit.................15
           8.3      Death Prior to Completion of Disability Benefit...........16

ARTICLE 9           Beneficiary Designation...................................16

           9.1      Beneficiary...............................................16
           9.2      Beneficiary Designation; Change...........................16
           9.3      Acknowledgement...........................................16
           9.4      No Beneficiary Designation................................17
           9.5      Doubt as to Beneficiary...................................17
           9.6      Discharge of Obligations..................................17

ARTICLE 10          Leave of Absence..........................................17

           10.1     Paid Leave of Absence.....................................17
           10.2     Unpaid Leave of Absence...................................17

ARTICLE 11          Termination, Amendment or Modification....................17

           11.1     Termination...............................................17
           11.2     Amendment.................................................18
           11.3     Plan Agreement............................................18
           11.4     Effect of Payment.........................................19

ARTICLE 12          Administration............................................19

           12.1     Committee Duties..........................................19
           12.2     Administration Upon Change In Control.....................19
           12.3     Agents....................................................19
           12.4     Binding Effect of Decisions...............................20
           12.5     Indemnity of Committee....................................20
           12.6     Employer Information......................................20

ARTICLE 13          Other Benefits and Agreements.............................20

           13.1     Coordination with Other Benefits..........................20

ARTICLE 14          Claims Procedures.........................................20

           14.1     Presentation of Claim.....................................20
           14.2     Notification of Decision..................................20
           14.3     Review of a Denied Claim..................................21
           14.4     Decision on Review........................................21
           14.5     Legal Action..............................................21

ARTICLE 15          Trust.....................................................22

           15.1     Establishment of the Trust................................22
           15.2     Interrelationship of the Plan and the Trust...............22
           15.3     Distributions From the Trust..............................22

ARTICLE 16          Miscellaneous.............................................22

           16.1     Status of Plan............................................22
           16.2     Unsecured General Creditor................................22
           16.3     Employer's Liability......................................22
           16.4     Nonassignability..........................................22
           16.5     Not a Contract of Employment..............................23
           16.6     Furnishing Information....................................23
           16.7     Terms.....................................................23
           16.8     Captions..................................................23
           16.9     Governing Law.............................................23
           16.10    Notice....................................................23
           16.11    Successors................................................24
           16.12    Spouse's Interest.........................................24
           16.13    Validity..................................................24
           16.14    Incompetent...............................................24
           16.15    Court Order...............................................24
           16.16    Distribution in the Event of Taxation.....................24
           16.17    Insurance.................................................25
           16.18    Legal Fees To Enforce Rights After Change in Control......25

APPENDIX A          Measurement Funds.........................................27

<PAGE>

Trustmark Corporation
Deferred Compensation Plan
Master Plan Document
--------------------------------------------------------------------------------

                              TRUSTMARK CORPORATION
                           DEFERRED COMPENSATION PLAN
                            Effective January 1, 2002

                                     Purpose

         The purpose of this Plan is to provide  specified  benefits to a select
group of management or highly compensated Employees and Directors who contribute
materially to the continued  growth,  development and future business success of
Trustmark Corporation, a Mississippi corporation, and its subsidiaries,  if any,
that  sponsor  this Plan.  This Plan shall be unfunded  for tax purposes and for
purposes of Title I of ERISA.

                                    ARTICLE 1
                                   Definitions

         For the purposes of this Plan,  unless otherwise  clearly apparent from
the context,  the following phrases or terms shall have the following  indicated
meanings:

1.1      "Account  Balance" shall mean, with respect to a Participant,  a credit
         on the  records of the  Employer  equal to the sum of (i) the  Deferral
         Account  balance and (ii) the Stock  Option Gain Account  balance.  The
         Account Balance,  and each other specified account balance,  shall be a
         bookkeeping entry only and shall be utilized solely as a device for the
         measurement  and   determination  of  the  amounts  to  be  paid  to  a
         Participant,  or his or her  designated  Beneficiary,  pursuant to this
         Plan.

1.2      "Annual Bonus" shall mean any compensation,  in addition to Base Annual
         Salary,  relating  to  services  performed  during any  calendar  year,
         whether or not paid in such  calendar  year or  included on the Federal
         Income Tax Form W-2 for such calendar year, payable to a Participant as
         an Employee under any Employer's annual bonus and cash incentive plans,
         excluding stock options.

1.3      "Annual  Deferral  Amount"  shall mean that portion of a  Participant's
         Base Annual Salary,  Annual Bonus and Directors Fees that a Participant
         defers in accordance with Article 3 for any one Plan Year. In the event
         of a  Participant's  Retirement,  Short-Term  Disability  (if deferrals
         cease in accordance with Section 8.1), Long-Term Disability, death or a
         Termination of Employment  prior to the end of a Plan Year, such year's
         Annual  Deferral  Amount shall be the actual amount  withheld  prior to
         such event.

1.4      "Annual Installment Method" shall be an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan,  calculated  as  follows:  the  vested  Account  Balance  of  the
         Participant  shall be  calculated  as of the  close of  business  on or
         around the last business day of the year. The annual  installment shall
         be calculated by multiplying this balance by a fraction,  the numerator
         of which is one and the denominator of which is the remaining number of
         annual  payments  due  the  Participant.  By  way  of  example,  if the
         Participant elects a ten (10) year Annual Installment Method, the first
         payment  shall be 1/10 of the vested  Account  Balance,  calculated  as
         described in this definition.  The following year, the payment shall be
         1/9 of the vested  Account  Balance,  calculated  as  described in this
         definition.  Each annual  installment shall be paid no later than sixty
         (60) days after the last business day of the applicable year. Shares of
         Stock that shall be  distributable  from the Stock  Option Gain Account
         shall be  distributable  in shares of actual  Stock in the same  manner
         previously   described.   However,  the  Committee  may,  in  its  sole
         discretion,  (i) adjust the annual  installments in order to distribute
         whole shares of actual Stock and/or (ii) accelerate the distribution of
         such actual shares of Stock by payment of a lump sum.

1.5      "Annual  Stock  Option  Gain  Amount"  shall  mean,  with  respect to a
         Participant  for any one Plan Year,  the  portion of  Qualifying  Gains
         deferred  with  respect  to  an  Eligible  Stock  Option  exercise,  in
         accordance with Section 3.5 of this Plan.

1.6      "Bank" shall mean Trustmark National Bank.

1.7      "Base Annual Salary" shall mean the annual cash  compensation  relating
         to services  performed during any calendar year, whether or not paid in
         such calendar  year or included on the Federal  Income Tax Form W-2 for
         such calendar year, excluding Annual Bonuses, other bonuses,  overtime,
         fringe  benefits,   stock  options,   relocation  expenses,   incentive
         payments, non-monetary awards, and other fees, and automobile and other
         allowances  paid to a  Participant  for  employment  services  rendered
         (whether or not such  allowances are included in the  Employee's  gross
         income).  Base Annual Salary shall be calculated  before  reduction for
         compensation  voluntarily  deferred or contributed  by the  Participant
         pursuant to all  qualified or  non-qualified  plans of any Employer and
         shall be  calculated to include  amounts not otherwise  included in the
         Participant's gross income under Code Sections 125, 402(e)(3),  402(h),
         or 403(b)  pursuant to plans  established  by any  Employer;  provided,
         however, that all such amounts will be included in compensation only to
         the extent that had there been no such plan, the amount would have been
         payable in cash to the Employee.

1.8      "Beneficiary" shall mean one or more persons,  trusts, estates or other
         entities, designated in accordance with Article 9, that are entitled to
         receive benefits under this Plan upon the death of a Participant.

1.9      "Beneficiary  Designation  Form" shall mean the form  established  from
         time to time by the Committee that a Participant  completes,  signs and
         returns to the Committee to designate one or more Beneficiaries.

1.10     "Board" shall mean the board of directors of the Company.

1.11     "Buyout" shall mean a transaction or series of related  transactions by
         which  the  Company  or Bank is  sold,  either  through  the  sale of a
         Controlling Interest in the Company's or Bank's voting stock or through
         the sale of substantially  all of the Company's or Bank's assets,  to a
         party not having a  Controlling  Interest  in the  Company's  or Bank's
         voting stock.

1.12     "Change in  Control"  shall mean the first to occur of any of a Buyout,
         Merger, Dissolution, or Substantial Change in Ownership.

1.13     "Claimant" shall have the meaning set forth in Section 14.1.

1.14     "Code" shall mean the  Internal  Revenue  Code of 1986, as  it  may  be
         amended from time to time.

1.15     "Committee" shall mean the committee described in Article 12.

1.16     "Company" shall mean Trustmark Corporation,  a Mississippi corporation,
         and any successor to all or  substantially  all of the Company's assets
         or business.

1.17     "Controlling  Interest"  shall  mean  ownership,   either  directly  or
         indirectly,  of more than twenty  percent (20%) of the entity's  voting
         stock.

1.18     "Deduction Limitation" shall mean the following described limitation on
         a  benefit  that  may  otherwise  be  distributable   pursuant  to  the
         provisions of this Plan. Except as otherwise provided,  this limitation
         shall  be  applied  to  all  distributions  that  are  "subject  to the
         Deduction  Limitation"  under this Plan.  If an Employer  determines in
         good  faith  prior to a Change in Control  that  there is a  reasonable
         likelihood  that any  compensation  paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer  solely by
         reason of the limitation under Code Section 162(m),  then to the extent
         deemed  necessary by the  Employer to ensure that the entire  amount of
         any distribution to the Participant  pursuant to this Plan prior to the
         Change in  Control is  deductible,  the  Employer  may defer all or any
         portion  of a  distribution  under  this  Plan.  Any  amounts  deferred
         pursuant to this limitation shall continue to be credited/debited  with
         additional  amounts in accordance with Section 3.8 below,  even if such
         amount is being paid out in  installments.  The amounts so deferred and
         amounts credited thereon shall be distributed to the Participant or his
         or her  Beneficiary  (in the event of the  Participant's  death) at the
         earliest possible date, as determined by the Employer in good faith, on
         which  the  deductibility  of  compensation  paid  or  payable  to  the
         Participant  for the  taxable  year of the  Employer  during  which the
         distribution  is made will not be  limited  by  Section  162(m),  or if
         earlier,  the  effective  date of a Change in Control.  Notwithstanding
         anything to the contrary in this Plan, the Deduction  Limitation  shall
         not apply to any distributions made after a Change in Control.

1.19     "Deferral  Account"  shall  mean (i) the sum of all of a  Participant's
         Annual Deferral Amounts,  plus (ii) amounts credited in accordance with
         all the applicable  crediting and debiting provisions of this Plan that
         relate  to  the  Participant's   Deferral   Account,   less  (iii)  all
         distributions  made  to the  Participant  or  his  or  her  Beneficiary
         pursuant to this Plan that relate to his or her Deferral Account.

1.20     "Director"  shall  mean  any  member of  the  board of directors of any
         Employer.

1.21     "Directors  Fees"  shall  mean the  annual  fees paid by any  Employer,
         including  retainer fees and meetings fees, as compensation for serving
         on the board of directors.

1.22     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.23     "Dissolution" shall mean the dissolution or liquidation of the  Company
         or Bank.

1.24     "Election  Form" shall mean the form  established  from time to time by
         the Committee  that a Participant  completes,  signs and returns to the
         Committee to make an election under the Plan.

1.25     "Eligible  Stock  Option"  shall mean one or more  non-qualified  stock
         option(s)  selected  by  the  Committee  in  its  sole  discretion  and
         exercisable  under a plan or arrangement  of any Employer  permitting a
         Participant under this Plan to defer gain with respect to such option.

1.26     "Employee" shall mean a person who is an employee of any Employer.

1.27     "Employer(s)"  shall mean the  Company  and/or any of its  subsidiaries
         (now in  existence  or  hereafter  formed or  acquired)  that have been
         selected by the Board to  participate  in the Plan and have adopted the
         Plan as a sponsor.

1.28     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.29     "Long-Term Disability" shall mean a period of disability during which a
         Participant  qualifies  for  permanent  disability  benefits  under the
         Participant's   Employer's   long-term   disability   plan,  or,  if  a
         Participant does not participate in such a plan, a period of disability
         during  which  the  Participant  would  have  qualified  for  permanent
         disability  benefits  under  such a plan  had  the  Participant  been a
         participant in such a plan, as determined in the sole discretion of the
         Committee.  If the Participant's Employer does not sponsor such a plan,
         or discontinues to sponsor such a plan,  Long-Term  Disability shall be
         determined by the Committee in its sole discretion.

1.30     "Merger" shall mean a transaction or a series of  transactions  wherein
         the Company or Bank is combined with another business entity, and after
         which the  persons  or  entities  who had  owned,  either  directly  or
         indirectly,  a  Controlling  Interest in the Company's or Bank's voting
         stock own less than a  Controlling  Interest in the voting stock of the
         combined entity.

1.31     "Participant"  shall mean any  Employee or Director (i) who is selected
         to participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan  Agreement,  an Election  Form and a Beneficiary
         Designation  Form, (iv) whose signed Plan Agreement,  Election Form and
         Beneficiary  Designation  Form are accepted by the  Committee,  (v) who
         commences  participation in the Plan, and (vi) whose Plan Agreement has
         not terminated. A spouse or former spouse of a Participant shall not be
         treated as a Participant  in the Plan or have an account  balance under
         the  Plan,  even  if he or she  has an  interest  in the  Participant's
         benefits  under  the Plan as a result  of  applicable  law or  property
         settlements resulting from legal separation or divorce.

1.32     "Plan" shall mean the Company's Deferred Compensation Plan, which shall
         be evidenced by this instrument and by each Plan Agreement, as they may
         be amended from time to time.

1.33     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time,  which is entered  into by and between an Employer  and a
         Participant.  Each Plan  Agreement  executed by a  Participant  and the
         Participant's  Employer  shall provide for the entire  benefit to which
         such Participant is entitled under the Plan;  should there be more than
         one Plan  Agreement,  the Plan  Agreement  bearing  the latest  date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such  entitlement.  The terms of any
         Plan  Agreement  may be  different  for any  Participant,  and any Plan
         Agreement may provide additional  benefits not set forth in the Plan or
         limit  the  benefits  otherwise  provided  under  the  Plan;  provided,
         however,  that any such additional benefits or benefit limitations must
         be agreed to by both the Employer and the Participant.

1.34     "Plan Year" shall mean a period beginning on January 1 of each calendar
         year and continuing through December 31 of such calendar year.

1.35     "Pre-Retirement  Survivor  Benefit" shall mean the benefit set forth in
         Article 6.

1.36     "Qualifying  Gain"  shall  mean  the  incremental  value  inuring  to a
         Participant  upon the  exercise of an Eligible  Stock  Option,  using a
         Stock-for-Stock  payment method, during any Plan Year. Such incremental
         value shall be deliverable to the Participant in the form of additional
         shares of Stock and shall be computed  as  follows:  (i) the total fair
         market  value of the shares of Stock  held/acquired  as a result of the
         exercise of an Eligible  Stock Option using a  Stock-for-Stock  payment
         method,  minus (ii) the total  exercise  price.  For example,  assume a
         Participant  elects to exercise an  Eligible  Stock  Option to purchase
         1,000 shares of Stock at an exercise  price of $20 per share  (i.e.,  a
         total  exercise  price of  $20,000),  when the Stock has a current fair
         market value of $25 per share (i.e.,  a total current fair market value
         of  $25,000)  and  elects to defer one  hundred  (100)  percent  of the
         Qualifying  Gain  (i.e.,  $5,000).  Using the  Stock-for-Stock  payment
         method,  the  Participant  would  deliver  800  shares of Stock  (worth
         $20,000 at exercise)  to exercise  the Eligible  Stock Option and would
         receive,  in return,  800 shares of Stock  (worth  $20,000 at exercise)
         plus a  Qualifying  Gain,  in the  form of an  unfunded  and  unsecured
         promise by the Company for 200 additional shares of Stock in the future
         (worth  $5,000 at exercise).  The number of additional  shares of Stock
         deliverable  to  the  Participant  in the  future  as a  result  of the
         Qualifying  Gain  shall be fixed and  determined  as of the date of the
         exercise of the Eligible  Stock  Option using the closing  price of the
         Stock as of the end of the  business  day  closest  to the date of such
         exercise.

1.37     "Retirement",  "Retire(s)" or "Retired"  shall mean, with respect to an
         Employee,  severance from  employment from all Employers for any reason
         other than a leave of  absence,  death or  Long-Term  Disability  on or
         after the earlier of the attainment of (a) age  sixty-five  (65) or (b)
         age fifty  (50) with five (5)  Years of  Service;  and shall  mean with
         respect to a Director who is not an  Employee,  severance of his or her
         directorships  with all  Employers  on or after the  attainment  of age
         sixty-five (65).

1.38     "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.39     "Short-Term  Disability" shall mean a period of disability during which
         a Participant  qualifies for short-term  disability  benefits under the
         Participant's   Employer's   short-term   disability  plan,  or,  if  a
         Participant does not participate in such a plan, a period of disability
         during  which the  Participant  would  have  qualified  for  short-term
         disability  benefits  under  such a plan  had  the  Participant  been a
         participant in such a plan, as determined in the sole discretion of the
         Committee.  If the Participant's Employer does not sponsor such a plan,
         or discontinues to sponsor such a plan,  Short-Term Disability shall be
         determined by the Committee in its sole discretion.

1.40     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.41     "Stock" shall mean Trustmark Corporation common stock, no par value, or
         any other equity securities of the Company designated by the Committee.

1.42     "Stock Option Gain Account" shall mean the aggregate value, measured on
         any give  date,  of (i) the  number of shares  of Stock  deferred  by a
         Participant  as a result of all Annual Stock Option Gain Amounts,  less
         (ii) the number of such shares of Stock  previously  distributed to the
         Participant or his  Beneficiary  pursuant to this Plan. This portion of
         the Participant's Account Balance shall only be distributable in actual
         shares of Stock.

1.43     "Substantial Change in Ownership" shall mean a transaction or series of
         transactions in which a Controlling  Interest in the Company or Bank is
         acquired by or for a person or business entity, either of which did not
         own,  either  directly or  indirectly,  a  Controlling  Interest in the
         Company or Bank.  The above shall not apply to stock  purchased  by any
         tax-qualified  employee  stock  ownership  plan or such type of benefit
         plan sponsored by the Company or any of its subsidiaries.

1.44     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.45     "Termination of Employment"  shall mean the severing of employment with
         all Employers,  or service as a Director of all Employers,  voluntarily
         or  involuntarily,  for any  reason  other than  Retirement,  Long-Term
         Disability,  death or an authorized leave of absence.  If a Participant
         is both an Employee and a Director,  a Termination of Employment  shall
         occur only upon the  termination of the last position  held;  provided,
         however, that such a Participant may elect, at least three years before
         Termination  of  Employment  and in  accordance  with the  policies and
         procedures established by the Committee,  to be treated for purposes of
         this Plan as having experienced a Termination of Employment at the time
         he or she ceases employment with an Employer as an Employee.

1.46     "Trust"  shall mean one or more  trusts  established  pursuant  to that
         certain Master Trust Agreement, dated as of January 1, 2002 between the
         Company and the trustee named therein, as amended from time to time.

1.47     "Unforeseeable   Financial   Emergency"  shall  mean  an  unanticipated
         emergency  that  is  caused  by an  event  beyond  the  control  of the
         Participant  that  would  result in severe  financial  hardship  to the
         Participant  resulting  from (i) a sudden  and  unexpected  illness  or
         accident of the Participant or a dependent of the  Participant,  (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary  and unforeseeable  circumstances  arising as a result of
         events beyond the control of the Participant,  all as determined in the
         sole discretion of the Committee.

1.48     "Years of Service" shall mean the total number of full years in which a
         Participant has been employed by one or more Employers. For purposes of
         this definition, a year of employment shall be a 365 day period (or 366
         day  period in the case of a leap  year)  that,  for the first  year of
         employment,  commences on the  Employee's  date of hiring and that, for
         any subsequent  year,  commences on an anniversary of that hiring date.
         The Committee shall make a determination as to whether any partial year
         of employment shall be counted as a Year of Service.


                                    ARTICLE 2
                       Selection, Enrollment, Eligibility

2.1      Selection by Committee. Participation in the Plan shall be limited to a
         select  group  of  management  and  highly  compensated  Employees  and
         Directors of the Employers,  as determined by the Committee in its sole
         discretion.  From that group,  the Committee shall select,  in its sole
         discretion, Employees and Directors to participate in the Plan.

2.2      Enrollment Requirements. As a condition to participation, each selected
         Employee  or  Director  shall  complete,  execute  and  return  to  the
         Committee  a  Plan  Agreement,  an  Election  Form  and  a  Beneficiary
         Designation  Form,  all  within  thirty  (30)  days  after he or she is
         selected to participate in the Plan. In addition,  the Committee  shall
         establish from time to time such other  enrollment  requirements  as it
         determines in its sole discretion are necessary.

2.3      Eligibility;  Commencement  of  Participation.  Provided an Employee or
         Director  selected to  participate  in the Plan has met all  enrollment
         requirements  set forth in this  Plan and  required  by the  Committee,
         including  returning all required documents to the Committee within the
         specified  time  period,  that  Employee  or  Director  shall  commence
         participation  in the Plan on the first day of the month  following the
         month in which  the  Employee  or  Director  completes  all  enrollment
         requirements.  If an  Employee  or a  Director  fails  to meet all such
         requirements  within the period  required,  in accordance  with Section
         2.2, that Employee or Director  shall not be eligible to participate in
         the Plan until the first day of the Plan Year following the delivery to
         and acceptance by the Committee of the required documents.

2.4      Termination  of  Participation  and/or  Deferrals.   If  the  Committee
         determines  in good faith that a Participant  no longer  qualifies as a
         member of a select group of management or highly compensated employees,
         as membership  in such group is determined in accordance  with Sections
         201(2),  301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion,  to (i) terminate any deferral  election
         the  Participant  has made for the  remainder of the Plan Year in which
         the  Participant's   membership   status  changes,   (ii)  prevent  the
         Participant   from  making  future  deferral   elections  and/or  (iii)
         immediately distribute the Participant's then vested Account Balance as
         a Termination Benefit and terminate the Participant's  participation in
         the Plan.


                                    ARTICLE 3
     Deferral Commitments/Stock Option Gain Amounts/Vesting/Crediting/Taxes

3.1     Minimum Deferrals.

     (a)  Base Annual Salary,  Annual Bonus and  Director's  Fees. For each Plan
          Year, a Participant  may elect to defer, as his or her Annual Deferral
          Amount,  a combined  minimum of $2,500 of Base Annual  Salary,  Annual
          Bonus  and/or  Directors  Fees.  If an  election is made for less than
          stated minimum amounts, or if no election is made, the amount deferred
          shall be zero.

     (b)  Annual Stock Option Gain Amount.  For each Eligible  Stock  Option,  a
          Participant may elect to defer, as his or her Annual Stock Option Gain
          Amount,  the following  minimum  percentage  of  Qualifying  Gain with
          respect to exercise of the Eligible Stock Option:

                  Deferral                       Minimum Percentage
              ---------------                    ------------------
              Qualifying Gain                            0%

           If no election is made, the amount deferred shall be zero.

     (c)  Short Plan Year. Notwithstanding the foregoing, if a Participant first
          becomes a Participant  after the first day of a Plan Year, the minimum
          Annual  Deferral  Amount  shall be an amount  equal to the minimum set
          forth above,  multiplied by a fraction,  the numerator of which is the
          number  of  complete  months  remaining  in  the  Plan  Year  and  the
          denominator of which is 12.

3.2      Maximum Deferrals.

     (a)  Base Annual  Salary,  Annual Bonus and Directors  Fees.  For each Plan
          Year, a Participant  may elect to defer, as his or her Annual Deferral
          Amount,  Base Annual Salary,  Annual Bonus and/or Directors Fees up to
          the following maximum percentages for each deferral elected:

                   Deferral                      Maximum Amount
              ------------------                 --------------
              Base Annual Salary                       90%
              Annual Bonus                             100%
              Directors Fees                           100%

     (b)  Annual Stock Option Gain Amount.  For each Eligible  Stock  Option,  a
          Participant may elect to defer, as his or her Annual Stock Option Gain
          Amount,  Qualifying Gain up to the following  maximum  percentage with
          respect to exercise of the Eligible Stock Option:

                  Deferral                       Maximum Percentage
              ---------------                    ------------------
              Qualifying Gain                           100%

          Annual Stock Option Gain Amounts may also be limited by other terms or
          conditions set forth in the stock option plan or agreement under which
          such options are granted.

     (c)  Short Plan Year. Notwithstanding the foregoing, if a Participant first
          becomes a Participant  after the first day of a Plan Year, the maximum
          Annual  Deferral  Amount with  respect to Base Annual  Salary,  Annual
          Bonus  and   Directors   Fees  shall  be  limited  to  the  amount  of
          compensation  not yet  earned  by the  Participant  as of the date the
          Participant  submits  a  Plan  Agreement  and  Election  Form  to  the
          Committee for acceptance.

3.3      Election to Defer; Effect of Election Form.

     (a)  First Plan Year. In connection  with a  Participant's  commencement of
          participation  in the Plan, the Participant  shall make an irrevocable
          deferral election for the Plan Year in which the Participant commences
          participation  in the Plan,  along  with such other  elections  as the
          Committee  deems  necessary  or  desirable  under the Plan.  For these
          elections to be valid,  the Election Form must be completed and signed
          by the  Participant,  timely delivered to the Committee (in accordance
          with  Section  2.2  above)  and  accepted  by  the   Committee.   Each
          Participant  electing  to  participate  in the Plan on January 1, 2002
          must  complete,  sign and  deliver  to the  Committee  no  later  than
          December  14,  2001,  the documents set forth in Section 2.2 and such
          other documents as the Committee deems necessary or desirable.

     (b)  Subsequent  Plan Years.  For each succeeding Plan Year, an irrevocable
          deferral  election for that Plan Year, and such other elections as the
          Committee deems  necessary or desirable under the Plan,  shall be made
          by timely  delivering to the Committee,  in accordance  with its rules
          and  procedures,  before the end of the Plan Year  preceding  the Plan
          Year for which the election is made, a new Election  Form.  If no such
          Election Form is timely delivered for a Plan Year, the Annual Deferral
          Amount shall be zero for that Plan Year.

     (c)  Stock Option Deferral.  For an election to defer gain upon an Eligible
          Stock Option exercise to be valid:  (i) a separate  Election Form must
          be  completed  and  signed  by the  Participant  with  respect  to the
          Eligible Stock Option; (ii) the Election Form must be timely delivered
          to the Committee and accepted by the Committee at least six (6) months
          prior to the date the  Participant  elects to  exercise  the  Eligible
          Stock Option;  (iii) the Eligible Stock Option must be exercised using
          an actual Stock-for-Stock  payment method; and (iv) the Stock actually
          or  constructively  delivered  by  the  Participant  to  exercise  the
          Eligible Stock Option must have been owned by the  Participant  during
          the entire six (6) month period prior to its delivery.

3.4      Withholding of Annual  Deferral  Amounts.  For each Plan Year, the Base
         Annual Salary portion of the Annual  Deferral  Amount shall be withheld
         from each  regularly  scheduled  Base  Annual  Salary  payroll in equal
         amounts,  as adjusted  from time to time for increases and decreases in
         Base Annual Salary.  The Annual Bonus and/or  Directors Fees portion of
         the Annual  Deferral  Amount  shall be  withheld at the time the Annual
         Bonus  or  Directors  Fees  are  or  otherwise  would  be  paid  to the
         Participant, whether or not this occurs during the Plan Year itself.

3.5      Annual Stock Option Gain  Amount.  Subject to any terms and  conditions
         imposed by the Committee,  Participants  may elect to defer,  under the
         Plan,  all or some  portion  of  Qualifying  Gains  attributable  to an
         Eligible  Stock  Option  exercise,  which  amount  shall  be  for  that
         Participant the Annual Stock Option Gain Amount for that Plan Year. The
         portion of any Qualifying  Gains shall be reflected on the books of the
         Company as an unfunded, unsecured promise to deliver to the Participant
         a specific number of actual shares of Stock in the future.  Such shares
         of Stock  would  otherwise  have  been  delivered  to the  Participant,
         pursuant  to  the  Eligible   Stock  Option   exercise,   but  for  the
         Participant's election to defer.

3.6      Investment  of  Trust  Assets.  The  Trustee  of  the  Trust  shall  be
         authorized,  upon written  instructions  received from the Committee or
         investment  manager appointed by the Committee,  to invest and reinvest
         the  assets  of the  Trust  in  accordance  with the  applicable  Trust
         Agreement,  including the disposition of stock and  reinvestment of the
         proceeds  in  one  or  more  investment   vehicles  designated  by  the
         Committee.

3.7      Vesting.  A  Participant  shall at all  times be 100%  vested in his or
         her  Deferral  Account  and Stock Option Gain Account.

3.8      Crediting/Debiting of Account Balances. In accordance with, and subject
         to, the rules and procedures that are established  from time to time by
         the  Committee,  in its sole  discretion,  amounts shall be credited or
         debited  to a  Participant's  Account  Balance in  accordance  with the
         following rules:

     (a)  Election of  Measurement  Funds.  Subject to Section  3.8(d) below,  a
          Participant,  in connection with his or her initial deferral  election
          in accordance with Section 3.3(a) above,  shall elect, on the Election
          Form, one or more Measurement  Fund(s) (as described in Section 3.8(c)
          below) to be used to  determine  the amounts to be credited or debited
          to his or her Account  Balance.  Subject to Section 3.8(d) below,  the
          Participant  may (but is not  required  to) elect,  by  submitting  an
          Election Form to the Committee that is accepted by the  Committee,  to
          add or delete one or more Measurement  Fund(s) to be used to determine
          the amounts to be  credited or debited to his or her Account  Balance,
          or to change the portion of his or her Account  Balance  allocated  to
          each previously or newly elected  Measurement  Fund. If an election is
          made in accordance  with the previous  sentence,  it shall apply as of
          the first business day deemed reasonably practicable by the Committee,
          in its  sole  discretion,  and  shall  continue  thereafter  for  each
          subsequent  day in which  the  Participant  participates  in the Plan,
          unless changed in accordance with the previous sentence.

     (b)  Proportionate  Allocation. In making any election described in Section
          3.8(a) above,  the Participant  shall specify on the Election Form, in
          increments of one percent (1%),  the  percentage of his or her Account
          Balance,  excluding the portion of the Account Balance attributable to
          the Stock Option Gain Account,  to be allocated to a Measurement  Fund
          (as if the  Participant  was making an investment in that  Measurement
          Fund with that portion of his or her Account Balance). As described in
          Section 3.8(d) below, a Participant's  Stock Option Gain Account shall
          be deemed at all times to be  invested  in the  Trustmark  Corporation
          Stock Unit Fund.

     (c)  Measurement  Funds.  Subject to Section 3.8(d) below,  the Participant
          may elect one or more of the  measurement  funds  listed at Appendix A
          (the  "Measurement  Funds"),  based on certain  mutual funds,  for the
          purpose of  crediting  or  debiting  additional  amounts to his or her
          Account  Balance.  As  necessary,  the  Committee  may,  in  its  sole
          discretion,  discontinue,  substitute or add a Measurement  Fund. Each
          such  action  will take  effect  as of the  first day of the  calendar
          quarter  that  follows  by  thirty  (30)  days  the day on  which  the
          Committee gives Participants advance written notice of such change.

     (d)  Trustmark  Corporation  Stock Unit Fund. A Participant's  Stock Option
          Gain  Account  will  be  automatically   allocated  to  the  Trustmark
          Corporation Stock Unit Fund as the Measurement Fund.  Participants may
          not  select any other  Measurement  Fund to be used to  determine  the
          amounts to be credited or debited to their Stock Option Gain  Account.
          Furthermore, no other portion of the Participant's Account Balance can
          be  either  initially  allocated  or  re-allocated  to  the  Trustmark
          Corporation Stock Unit Fund.

     (e)  Crediting  or  Debiting  Method.   The  performance  of  each  elected
          Measurement  Fund (either  positive or negative) will be determined by
          the Committee, in its reasonable discretion,  based on the performance
          of the Measurement Funds themselves.  A Participant's  Account Balance
          shall be credited or debited on a daily basis based on the performance
          of each Measurement Fund selected by the Participant, such performance
          being determined by the Committee in its sole discretion.

     (f)  No Actual Investment. Notwithstanding any other provision of this Plan
          that may be interpreted to the contrary,  the Measurement Funds are to
          be used for measurement purposes only, and a Participant's election of
          any  such  Measurement  Fund,  the  allocation  to his or her  Account
          Balance  thereto,  the  calculation  of  additional  amounts  and  the
          crediting  or  debiting  of such  amounts to a  Participant's  Account
          Balance  shall not be  considered  or  construed  in any  manner as an
          actual   investment  of  his  or  her  Account  Balance  in  any  such
          Measurement  Fund.  In the event that the  Company or the  Trustee (as
          that term is defined in the Trust), in its own discretion,  decides to
          invest funds in any or all of the  Measurement  Funds,  no Participant
          shall have any rights in or to such  investments  themselves.  Without
          limiting the foregoing,  a Participant's  Account Balance shall at all
          times  be a  bookkeeping  entry  only  and  shall  not  represent  any
          investment made on his or her behalf by the Company or the Trust;  the
          Participant  shall at all times  remain an  unsecured  creditor of the
          Company.

3.9      FICA and Other Taxes.

     (a)  Annual  Deferral  Amounts.  For each  Plan  Year in  which  an  Annual
          Deferral   Amount  is  being   withheld   from  a   Participant,   the
          Participant's  Employer(s)  shall  withhold  from that  portion of the
          Participant's  Base Annual Salary,  and Annual Bonus that is not being
          deferred, in a manner determined by the Employer(s), the Participant's
          share of FICA and  other  employment  taxes  on such  Annual  Deferral
          Amount.  If necessary,  the  Committee may reduce the Annual  Deferral
          Amount in order to comply with this Section 3.9.

     (b)  Annual  Stock  Option  Gain  Amounts.  For each  Plan Year in which an
          Annual  Stock  Option  Gain  Amount  is being  first  withheld  from a
          Participant,  the  Participant's  Employer(s) shall withhold from that
          portion of the  Participant's  Base Annual  Salary,  Annual  Bonus and
          Qualifying Gains that are not being deferred,  in a manner  determined
          by  the  Employer(s),  the  Participant's  share  of  FICA  and  other
          employment  taxes  on  such  Annual  Stock  Option  Gain  Amount.   If
          necessary,  the  Committee  may reduce the Annual  Stock  Option  Gain
          Amount in order to comply with this Section 3.9.

     (c)  Distributions.  The Participant's  Employer(s),  or the trustee of the
          Trust,  shall  withhold from any payments made to a Participant  under
          this Plan all federal,  state and local income,  employment  and other
          taxes  required to be withheld by the  Employer(s),  or the trustee of
          the Trust,  in  connection  with such  payments,  in amounts  and in a
          manner to be determined in the sole  discretion of the Employer(s) and
          the trustee of the Trust.


                                    ARTICLE 4
             Short-Term Payout; Unforeseeable Financial Emergencies;
                               Withdrawal Election

4.1      Short-Term  Payout. In connection with each election to defer an Annual
         Deferral  Amount,  a  Participant  may  irrevocably  elect to receive a
         future  "Short-Term  Payout"  from the Plan  with  respect  to all or a
         portion  of such  Annual  Deferral  Amount.  Subject  to the  Deduction
         Limitation,  the  Short-Term  Payout  shall be a lump sum payment in an
         amount that is equal to the portion of the Annual  Deferral  Amount the
         Participant  elected to have  distributed  as a Short-Term  Payout plus
         amounts credited or debited in the manner provided in Section 3.8 above
         on that  amount,  determined  at the time  that the  Short-Term  Payout
         becomes  payable.  Subject to the  Deduction  Limitation  and the other
         terms and conditions of this Plan, each Short-Term Payout elected shall
         be paid out during a sixty (60) day period commencing immediately after
         the first day of any Plan Year designated by the Participant.  The Plan
         Year  designated  by the  Participant  must be at least two Plan  Years
         after the Plan Year in which the  Annual  Deferral  Amount is  actually
         deferred. By way of example, if a two year Short-Term Payout is elected
         for  Annual  Deferral  Amounts  that  are  deferred  in the  Plan  Year
         commencing January 1, 2002, the two year Short-Term Payout would become
         payable during a sixty (60) day period commencing January 1, 2005. With
         respect to each  Short-Term  Payout,  the Participant may change his or
         her election one time only to an allowable  alternative  payout date by
         submitting a new Election Form to the Committee,  provided that (i) any
         such Election Form is submitted at least  thirteen (13) months prior to
         the Participant's original distribution date, (ii) the new distribution
         date being selected is later than the original  distribution  date, and
         (iii)  the  Election  Form is  accepted  by the  Committee  in its sole
         discretion.

4.2      Other Benefits Take Precedence Over  Short-Term.  Should an event occur
         that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
         Amount, plus amounts credited or debited thereon,  that is subject to a
         Short-Term  Payout  election  under  Section  4.1  shall not be paid in
         accordance  with Section 4.1 but shall be paid in  accordance  with the
         other applicable Article.

4.3      Withdrawal  Payout/Suspensions for Unforeseeable Financial Emergencies.
         If the Participant  experiences an Unforeseeable  Financial  Emergency,
         the Participant may petition the Committee to (i) suspend any deferrals
         required to be made by a  Participant  and/or (ii) receive a partial or
         full  payout from the Plan.  The payout  shall not exceed the lesser of
         the Participant's vested Account Balance,  excluding the portion of the
         Account  Balance   attributable  to  the  Stock  Option  Gain  Account,
         calculated as if such Participant were receiving a Termination Benefit,
         or the amount reasonably needed to satisfy the Unforeseeable  Financial
         Emergency.  If, subject to the sole  discretion of the  Committee,  the
         petition for a suspension  and/or payout is approved,  suspension shall
         take  effect  upon the date of  approval  and any payout  shall be made
         within  sixty  (60) days of the date of  approval.  The  payment of any
         amount  under this  Section  4.3 shall not be subject to the  Deduction
         Limitation.

4.4      Withdrawal  Election.  A Participant (or, after a Participant's  death,
         his or her  Beneficiary) may elect, at any time, to withdraw all of his
         or her vested  Account  Balance,  excluding  the portion of the Account
         Balance attributable to the Stock Option Gain Account, calculated as if
         there had occurred a  Termination  of  Employment  as of the day of the
         election,  less a withdrawal  penalty  equal to 10% of such amount (the
         net amount  shall be  referred  to as the  "Withdrawal  Amount").  This
         election can be made at any time, before or after Retirement, Long-Term
         Disability,  Short-Term Disability, death or Termination of Employment,
         and whether or not the Participant  (or  Beneficiary) is in the process
         of being paid pursuant to an installment  payment schedule.  No partial
         withdrawals of the Account  Balance shall be allowed.  The  Participant
         (or his or her  Beneficiary)  shall  make this  election  by giving the
         Committee  advance  written notice of the election in a form determined
         from  time to time by the  Committee.  The  Participant  (or his or her
         Beneficiary) shall be paid the Withdrawal Amount within sixty (60) days
         of his or her  election.  Once  the  Withdrawal  Amount  is  paid,  the
         Participant's  participation  in the Plan  shall be  suspended  for the
         remainder  of the Plan Year in which the  election  is made and for the
         subsequent Plan Year. The payment of this  Withdrawal  Amount shall not
         be subject to the Deduction Limitation.


                                    ARTICLE 5
                               Retirement Benefit

5.1      Retirement Benefit.  Subject to the Deduction Limitation, a Participant
         who Retires shall receive, as a  Retirement  Benefit, his or her vested
         Account Balance.

5.2      Payment of Retirement Benefit. A Participant, in connection with his or
         her  commencement  of  participation  in the  Plan,  shall  elect on an
         Election  Form to  receive  the  Retirement  Benefit  in a lump  sum or
         pursuant to an Annual Installment Method for between 2 and 20 years. At
         any time,  either before a Participant has begun  receiving  Retirement
         Benefit  payments or during the annual  installment  payment period,  a
         Participant  may elect to shorten or lengthen  the  Retirement  Benefit
         payment period to any allowable alternative payout period by submitting
         a new  Election  Form  to the  Committee.  The  Election  Form  must be
         accepted by the Committee in its sole discretion and shall be effective
         solely with respect to those payments that are due and payable at least
         thirteen (13) months from the date the Election Form is tendered to the
         Committee.  An allowable alternative payout period shall include a lump
         sum payment or annual installment  payments;  provided,  however, in no
         event shall a  Participant  be allowed to select an annual  installment
         payment period that exceeds twenty (20) years, reduced by the number of
         annual installment  payments already received by the Participant.  Upon
         the Committee's  acceptance of the new Election Form, the Participant's
         remaining  unpaid vested Account  Balance shall be annuitized  over the
         newly selected payout period.  The Election Form most recently accepted
         by the Committee shall govern the payout of the Retirement  Benefit. If
         a Participant does not make any election with respect to the payment of
         the  Retirement  Benefit,  then such benefit shall be payable in a lump
         sum. The lump sum payment shall be made, or installment  payments shall
         commence,  no later than sixty (60) days after the last day of the Plan
         Year in which  the  Participant  Retires.  Any  payment  made  shall be
         subject to the Deduction Limitation.

5.3      Death Prior to Completion of Retirement  Benefit. If a Participant dies
         after Retirement but before the Retirement Benefit is paid in full, the
         Participant's  unpaid  Retirement  Benefit  payments shall continue and
         shall be paid to the  Participant's  Beneficiary (a) over the remaining
         number of years and in the same amounts as that benefit would have been
         paid to the Participant had the Participant  survived, or (b) in a lump
         sum, if requested by the Beneficiary and allowed in the sole discretion
         of the Committee,  that is equal to the Participant's  unpaid remaining
         vested  Account  Balance.  The lump  sum  payment  shall  be  made,  or
         installment  payments  shall  commence,  no later  than sixty (60) days
         after the last day of the Plan Year in which the  Committee is provided
         with proof that is satisfactory  to the Committee of the  Participant's
         death. Any payment made shall be subject to the Deduction Limitation.


                                    ARTICLE 6
                         Pre-Retirement Survivor Benefit

6.1      Pre-Retirement  Survivor Benefit.  Subject to the Deduction Limitation,
         the Participant's  Beneficiary shall receive a Pre-Retirement  Survivor
         Benefit  equal  to the  Participant's  vested  Account  Balance  if the
         Participant dies before he or she Retires, experiences a Termination of
         Employment or suffers a Long-Term Disability.

6.2      Payment of  Pre-Retirement  Survivor  Benefit.  If the  Participant was
         eligible  for  Retirement  at  the  time  of  his  or  her  death,  the
         Pre-Retirement  Survivor  Benefit  shall  be paid to the  Participant's
         Beneficiary (a) over the number of years and in the same amounts as the
         Retirement  Benefit  would  have been paid to the  Participant  had the
         Participant survived and Retired, or (b) in a lump sum, if requested by
         the Beneficiary and allowed in the sole discretion of the Committee. If
         the  Participant  was not eligible for Retirement at the time of his or
         her death and the  Participant's  vested Account Balance at the time of
         his or her  death is  $100,000  or less,  the  Pre-Retirement  Survivor
         Benefit  shall  be  paid  in a lump  sum.  If the  Participant  was not
         eligible  for  Retirement  at the  time  of his or her  death  and  the
         Participant's  vested  Account  Balance  at such time is  greater  than
         $100,000,  the  Pre-Retirement  Survivor  Benefit  shall be paid to the
         Participant's Beneficiary in the form selected by the Committee, in its
         sole  discretion,  which may be either  (a) a lump sum or (b) an Annual
         Installment  Method of three (3) years.  The lump sum payment  shall be
         made, or installment payments shall commence,  no later than sixty (60)
         days  after  the last day of the Plan Year in which  the  Committee  is
         provided  with  proof  that is  satisfactory  to the  Committee  of the
         Participant's death. Any payment made shall be subject to the Deduction
         Limitation.

                                    ARTICLE 7
                               Termination Benefit

7.1      Termination  Benefit.   Subject  to  the  Deduction   Limitation,   the
         Participant shall receive a Termination  Benefit,  which shall be equal
         to  the   Participant's   vested  Account   Balance  if  a  Participant
         experiences a Termination of Employment prior to his or her Retirement,
         death or Long-Term Disability.

7.2      Payment of Termination  Benefit.  If the  Participant's  vested Account
         Balance at the time of his or her Termination of Employment is $100,000
         or less,  payment of his or her Termination  Benefit shall be paid in a
         lump sum. If his or her vested Account  Balance at such time is greater
         than $100,000,  the Committee,  in its sole  discretion,  may cause the
         Termination Benefit to be paid (a) in a lump sum, or (b) pursuant to an
         Annual  Installment  Method of three (3)  years.  The lump sum  payment
         shall be made, or installment  payments shall  commence,  no later than
         sixty  (60)  days  after  the last day of the  Plan  Year in which  the
         Participant experiences the Termination of Employment. Any payment made
         shall be subject to the Deduction Limitation.

7.3      Death Prior to Completion of Termination Benefit. If a Participant dies
         after  Termination of Employment but before the Termination  Benefit is
         paid in full, the  Participant's  unpaid  Termination  Benefit payments
         shall continue and shall be paid to the  Participant's  Beneficiary (a)
         over the  remaining  number  of years and in the same  amounts  as that
         benefit  would have been paid to the  Participant  had the  Participant
         survived,  or (b) in a lump sum, if  requested by the  Beneficiary  and
         allowed in the sole  discretion of the Committee,  that is equal to the
         Participant's  unpaid remaining  vested Account  Balance.  The lump sum
         payment shall be made, or installment payments shall commence, no later
         than  sixty  (60) days after the last day of the Plan Year in which the
         Committee is provided with proof that is  satisfactory to the Committee
         of the  Participant's  death.  Any payment made shall be subject to the
         Deduction Limitation.

                                    ARTICLE 8
                          Disability Waiver and Benefit

8.1      Disability.

     (a)  Continued Deferral. If a Participant is determined by the Committee to
          be both (i) suffering from a Short-Term  Disability and (ii) receiving
          100 percent of his or her Base Annual Salary during the period of such
          Short-Term  Disability,  then the Participant's Annual Deferral Amount
          shall  continue  to be  withheld  during  such  period  of  Short-Term
          Disability in accordance with Section 3.3.

     (b)  Waiver of Deferral. If a Participant is determined by the Committee to
          be both (i) suffering from a Short-Term Disability and, (ii) receiving
          less than 100  percent  of his or her Base  Annual  Salary  during the
          period of such Short-Term  Disability,  then such Participant shall be
          excused from (a) fulfilling that portion of the Annual Deferral Amount
          commitment   that  would   otherwise   have  been   withheld   from  a
          Participant's Base Annual Salary,  Annual Bonus and Directors Fees for
          the Plan Year during which the Participant  first suffers a Short-Term
          Disability and (b) fulfilling any existing  unexercised Eligible Stock
          Option commitments.  During the period of Short-Term  Disability,  the
          Participant  shall  not be  allowed  to make any  additional  deferral
          elections,  but will continue to be  considered a Participant  for all
          other purposes of this Plan.

     (c)  Deferral  Following  Disability.  If  a  Participant  (i)  returns  to
          employment with an Employer after a Short-Term  Disability ceases, and
          (ii)  payment  of  100  percent  of  his or  her  Base  Annual  Salary
          recommences,  the  Participant  may elect to defer an Annual  Deferral
          Amount  for the Plan  Year in which  both (i) and (ii)  occur  and for
          every Plan Year thereafter  while a Participant in the Plan;  provided
          such deferral  elections are otherwise allowed and an Election Form is
          delivered to and accepted by the  Committee  for each such election in
          accordance with Section 3.3 above.

8.2      Disability  Benefit.  A  Participant  suffering a Long-Term  Disability
         shall be deemed to have experienced a Termination of Employment,  or in
         the case of a Participant  who is eligible to Retire,  to have Retired,
         on the date on which such Participant is determined by the Committee to
         be suffering a Long-Term  Disability.  The Participant  shall receive a
         Disability  Benefit equal to his or her vested  Account  Balance at the
         time of the Committee's determination;  provided,  however, that should
         the Participant otherwise have been eligible to Retire, he or she shall
         be paid in  accordance  with  Article  5. If the  Participant's  vested
         Account  Balance  at the  time  of  the  Committee's  determination  is
         $100,000 or less,  payment of the Disability  Benefit will be made in a
         lump sum. If the  Participant's  vested Account  Balance at the time of
         the Committee's  determination is greater than $100,000, the Committee,
         in its sole discretion,  may cause the Disability Benefit to be paid in
         a lump sum or  pursuant  to an Annual  Installment  Method of three (3)
         years.  The lump sum payment  shall be made,  or  installment  payments
         shall  commence,  within sixty (60) days after the last day of the Plan
         Year in  which  the  Committee  determines  that  the  Participant  has
         suffered a Long-Term  Disability.  Any payment made shall be subject to
         the Deduction Limitation.

8.3      Death Prior to Completion of Disability  Benefit. If a Participant dies
         after his or her Long-Term Disability but before the Disability Benefit
         is paid in full, the Participant's  unpaid Disability  Benefit payments
         shall continue and shall be paid to the  Participant's  Beneficiary (a)
         over the  remaining  number  of years and in the same  amounts  as that
         benefit  would have been paid to the  Participant  had the  Participant
         survived,  or (b) in a lump sum, if  requested by the  Beneficiary  and
         allowed in the sole  discretion of the Committee,  that is equal to the
         Participant's  unpaid remaining  vested Account  Balance.  The lump sum
         payment shall be made, or installment payments shall commence, no later
         than  sixty  (60) days after the last day of the Plan Year in which the
         Committee is provided with proof that is  satisfactory to the Committee
         of the  Participant's  death.  Any payment made shall be subject to the
         Deduction Limitation.

                                    ARTICLE 9
                             Beneficiary Designation

9.1      Beneficiary.  Each  Participant  shall have the right,  at any time, to
         designate  his  or  her  Beneficiary(ies)  (both  primary  as  well  as
         contingent)  to  receive  any  benefits  payable  under  the  Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or  different  from the  Beneficiary
         designation   under  any  other  plan  of  an  Employer  in  which  the
         Participant participates.

9.2      Beneficiary  Designation;  Change. A Participant shall designate his or
         her Beneficiary by completing and signing the  Beneficiary  Designation
         Form,  and returning it to the  Committee or its  designated  agent.  A
         Participant shall have the right to change a Beneficiary by completing,
         signing  and  otherwise  complying  with the  terms of the  Beneficiary
         Designation Form and the Committee's rules and procedures, as in effect
         from  time to  time.  Upon the  acceptance  by the  Committee  of a new
         Beneficiary  Designation Form, all Beneficiary  designations previously
         filed shall be canceled. The Committee shall be entitled to rely on the
         last Beneficiary Designation Form filed by the Participant and accepted
         by the Committee prior to his or her death.

9.3      Acknowledgment.   No   designation   or change  in   designation  of  a
         Beneficiary  shall  be   effective  until  received and acknowledged in
         writing by the Committee or its designated agent.

9.4      No  Beneficiary  Designation.  If a  Participant  fails to  designate a
         Beneficiary  as provided in Sections  9.1, 9.2 and 9.3 above or, if all
         designated  Beneficiaries  predecease  the  Participant or die prior to
         complete   distribution  of  the  Participant's   benefits,   then  the
         Participant's  designated  Beneficiary shall be deemed to be his or her
         surviving  spouse.  If the  Participant  has no surviving  spouse,  the
         benefits  remaining under the Plan to be paid to a Beneficiary shall be
         payable to the executor or personal representative of the Participant's
         estate.

9.5      Doubt  as to  Beneficiary.  If the  Committee  has any  doubt as to the
         proper  Beneficiary  to receive  payments  pursuant  to this Plan,  the
         Committee shall have the right, exercisable in its discretion, to cause
         the Participant's  Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

9.6      Discharge of  Obligations.  The payment of benefits under the Plan to a
         Beneficiary shall fully and completely  discharge all Employers and the
         Committee from all further  obligations under this Plan with respect to
         the Participant,  and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.

                                   ARTICLE 10
                                Leave of Absence

10.1     Paid  Leave  of  Absence.   If  a  Participant  is  authorized  by  the
         Participant's  Employer  for any reason to take a paid leave of absence
         from the employment of the Employer,  the Participant shall continue to
         be considered  employed by the Employer and the Annual  Deferral Amount
         and Annual  Stock  Option  Gain  Amount  shall  continue to be withheld
         during such paid leave of absence in accordance with Section 3.3.

10.2     Unpaid  Leave  of  Absence.  If a  Participant  is  authorized  by  the
         Participant's  Employer  for any  reason  to take an  unpaid  leave  of
         absence from the  employment of the  Employer,  the  Participant  shall
         continue to be considered  employed by the Employer and the Participant
         shall be excused  from making  deferrals  until the earlier of the date
         the leave of  absence  expires  or the  Participant  returns  to a paid
         employment  status.  Upon such  expiration or return,  deferrals  shall
         resume  for  the  remaining  portion  of the  Plan  Year in  which  the
         expiration or return occurs,  based on the deferral  election,  if any,
         made for that Plan Year. If no election was made for that Plan Year, no
         deferral shall be withheld.


                                   ARTICLE 11
                     Termination, Amendment or Modification

11.1     Termination.  Although each Employer  anticipates that it will continue
         the Plan for an indefinite  period of time,  there is no guarantee that
         any Employer  will  continue the Plan or will not terminate the Plan at
         any time in the future.  Accordingly,  each Employer reserves the right
         to discontinue its sponsorship of the Plan and/or to terminate the Plan
         at any time with respect to any or all of its  participating  Employees
         and  Directors,  by  action  of  its  board  of  directors.   Upon  the
         termination  of the  Plan  with  respect  to  any  Employer,  the  Plan
         Agreements  of the  affected  Participants  who  are  employed  by that
         Employer,  or in the  service  of that  Employer  as  Directors,  shall
         terminate and their vested Account Balances,  determined (i) as if they
         had  experienced  a  Termination  of  Employment  on the  date  of Plan
         termination;  or (ii) if Plan  termination  occurs  after the date upon
         which a Participant  was eligible to Retire,  then with respect to that
         Participant  as  if  he  or  she  had  Retired  on  the  date  of  Plan
         termination.  Such  benefits  shall  be  paid  to the  Participants  as
         follows:  (i) prior to a Change in Control,  if the Plan is  terminated
         with  respect to all of its  Participants,  an Employer  shall have the
         right, in its sole discretion,  and  notwithstanding any elections made
         by the  Participant,  to pay such benefits in a lump sum or pursuant to
         an Annual  Installment  Method of up to 5 years,  with amounts credited
         and debited during the installment  period as provided herein;  or (ii)
         prior to a Change in Control, if the Plan is terminated with respect to
         less than all of its Participants, an Employer shall be required to pay
         such benefits in a lump sum; or (iii) after a Change in Control, if the
         Plan is terminated with respect to some or all of its Participants, the
         Employer shall be required to pay such benefits in a lump sum within 60
         days of termination of the Plan. The  termination of the Plan shall not
         adversely affect any Participant or Beneficiary who has become entitled
         to the  payment  of any  benefits  under  the  Plan  as of the  date of
         termination;  provided however,  that the Employer shall have the right
         to  accelerate  installment  payments  without a premium or  prepayment
         penalty by paying the vested Account  Balance in a lump sum or pursuant
         to an Annual  Installment  Method using fewer years  (provided that the
         present  value of all  payments  that  will  have  been  received  by a
         Participant  at any given  point of time  under the  different  payment
         schedule  shall equal or exceed the present  value of all payments that
         would  have been  received  at that  point in time  under the  original
         payment schedule).

11.2     Amendment.  Any Employer may, at any time,  amend or modify the Plan in
         whole or in part with  respect  to that  Employer  by the action of its
         board of  directors;  provided,  however,  that:  (i) no  amendment  or
         modification  shall be effective to decrease or restrict the value of a
         Participant's  vested  Account  Balance  in  existence  at the time the
         amendment or modification is made, calculated as if the Participant had
         experienced a Termination of Employment as of the effective date of the
         amendment or modification  or, if the amendment or modification  occurs
         after the date upon which the Participant  was eligible to Retire,  the
         Participant  had Retired as of the  effective  date of the amendment or
         modification,  and (ii) no  amendment or  modification  of this Section
         11.2 or Section 12.2 of the Plan shall be  effective.  The amendment or
         modification   of  the  Plan  shall  not  affect  any   Participant  or
         Beneficiary  who has become  entitled to the payment of benefits  under
         the Plan as of the date of the  amendment  or  modification;  provided,
         however,   that  the  Employer  shall  have  the  right  to  accelerate
         installment payments by paying the vested Account Balance in a lump sum
         or pursuant to an Annual Installment Method using fewer years (provided
         that the present  value of all payments that will have been received by
         a Participant  at any given point of time under the  different  payment
         schedule  shall equal or exceed the present  value of all payments that
         would  have been  received  at that  point in time  under the  original
         payment schedule).

11.3     Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above,
         if a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Employer may only amend or terminate
         such provisions with the consent of the Participant.

11.4     Effect of Payment.  The full payment of the  applicable  benefit  under
         Articles  4, 5, 6, 7 or 8 of the Plan shall  completely  discharge  all
         obligations to a Participant  and his or her  designated  Beneficiaries
         under this Plan and the Participant's Plan Agreement shall terminate.


                                   ARTICLE 12
                                 Administration

12.1     Committee Duties. Except as otherwise provided in this Article 12, this
         Plan shall be  administered  by a Committee  which shall consist of the
         Board,  or such  committee as the Board shall  appoint.  Members of the
         Committee may be Participants under this Plan. The Committee shall also
         have the discretion and authority to (i) make,  amend,  interpret,  and
         enforce all appropriate rules and regulations for the administration of
         this Plan and (ii)  decide or resolve any and all  questions  including
         interpretations of this Plan, as may arise in connection with the Plan.
         Any individual  serving on the Committee who is a Participant shall not
         vote or act on any matter relating  solely to himself or herself.  When
         making a determination or calculation,  the Committee shall be entitled
         to rely on information furnished by a Participant or the Company.

12.2     Administration  Upon Change In Control.  For purposes of this Plan, the
         Company  shall  be  the  "Administrator"  at  all  times  prior  to the
         occurrence of a Change in Control.  Upon and after the  occurrence of a
         Change in Control,  the  "Administrator"  shall be an independent third
         party  selected  by the Trustee and  approved  by the  individual  who,
         immediately  prior to such event,  was the  Company's  Chief  Executive
         Officer or, if not so identified, the Company's highest ranking officer
         (the "Ex-CEO"). The Administrator shall have the discretionary power to
         determine all questions  arising in connection with the  administration
         of the Plan and the interpretation of the Plan and Trust including, but
         not limited to benefit entitlement  determinations;  provided, however,
         upon and after the occurrence of a Change in Control, the Administrator
         shall have no power to direct the investment of Plan or Trust assets or
         select any investment  manager or custodial firm for the Plan or Trust.
         Upon and after the occurrence of a Change in Control, the Company must:
         (1)  pay  all  reasonable  administrative  expenses  and  fees  of  the
         Administrator;  (2)  indemnify  the  Administrator  against  any costs,
         expenses and liabilities including, without limitation, attorney's fees
         and  expenses  arising  in  connection  with  the  performance  of  the
         Administrator hereunder,  except with respect to matters resulting from
         the gross negligence or willful  misconduct of the Administrator or its
         employees or agents;  and (3) supply full and timely information to the
         Administrator  on all  matters  relating  to the Plan,  the Trust,  the
         Participants  and their  Beneficiaries,  the  Account  Balances  of the
         Participants,  the date and circumstances of the Retirement,  Long-Term
         Disability, death or Termination of Employment of the Participants, and
         such other pertinent  information as the  Administrator  may reasonably
         require.  Upon and after a Change in Control,  the Administrator may be
         terminated  (and a replacement  appointed) by the Trustee only with the
         approval  of the  Ex-CEO.  Upon and  after a  Change  in  Control,  the
         Administrator may not be terminated by the Company.

12.3     Agents.  In the  administration  of this Plan,  the Committee may, from
         time to time,  employ  agents and delegate to them such  administrative
         duties  as it sees  fit  (including  acting  through  a duly  appointed
         representative)  and may from time to time consult with counsel who may
         be counsel to any Employer.

12.4     Binding   Effect  of   Decisions.   The   decision  or  action  of  the
         Administrator  with  respect  to  any  question  arising  out  of or in
         connection with the  administration,  interpretation and application of
         the Plan and the rules and regulations  promulgated  hereunder shall be
         final and  conclusive  and binding upon all persons having any interest
         in the Plan.

12.5     Indemnity of Committee. All Employers shall indemnify and hold harmless
         the members of the  Committee,  any  Employee to whom the duties of the
         Committee may be delegated,  and the Administrator  against any and all
         claims,  losses,  damages,  expenses or  liabilities  arising  from any
         action or failure to act with respect to this Plan,  except in the case
         of willful  misconduct by the Committee,  any of its members,  any such
         Employee or the Administrator.

12.6     Employer  Information.  To enable the Committee and/or Administrator to
         perform its functions,  the Company and each Employer shall supply full
         and timely  information to the Committee and/or  Administrator,  as the
         case  may  be,  on all  matters  relating  to the  compensation  of its
         Participants,  the date and circumstances of the Retirement,  Long-Term
         Disability, death or Termination of Employment of its Participants, and
         such other pertinent  information as the Committee or Administrator may
         reasonably require.


                                   ARTICLE 13
                          Other Benefits and Agreements

13.1     Coordination   with  Other  Benefits.   The  benefits  provided  for  a
         Participant  and  Participant's  Beneficiary  under  the  Plan  are  in
         addition to any other benefits  available to such Participant under any
         other plan or program for employees of the Participant's  Employer. The
         Plan  shall  supplement  and shall not  supersede,  modify or amend any
         other  such  plan or  program  except  as may  otherwise  be  expressly
         provided.


                                   ARTICLE 14
                                Claims Procedures

14.1     Presentation  of Claim.  Any  Participant  or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a  "Claimant")  may  deliver  to the  Committee  a written  claim for a
         determination  with  respect  to  the  amounts  distributable  to  such
         Claimant  from the Plan.  If such a claim  relates to the contents of a
         notice  received by the  Claimant,  the claim must be made within sixty
         (60) days after such  notice was  received by the  Claimant.  All other
         claims must be made within 180 days of the date on which the event that
         caused  the  claim  to  arise  occurred.  The  claim  must  state  with
         particularity the determination desired by the Claimant.

14.2     Notification  of  Decision.  The  Committee shall consider a Claimant's
         claim  within  a  reasonable  time, and  shall  notify  the Claimant in
         writing:

     (a)  that the Claimant's  requested  determination  has been made, and that
          the claim has been allowed in full; or

     (b)  that the Committee has reached a conclusion  contrary,  in whole or in
          part, to the Claimant's requested determination,  and such notice must
          set forth in a manner calculated to be understood by the Claimant:

          (i)  the specific  reason(s) for the denial of the claim,  or any part
               of it;

          (ii) specific  reference(s)  to pertinent  provisions of the Plan upon
               which such denial was based;

          (iii)a description of any additional material or information necessary
               for the Claimant to perfect the claim,  and an explanation of why
               such material or information is necessary; and

          (iv) an  explanation  of  the  claim  review  procedure  set  forth in
               Section 14.3 below.

14.3     Review of a Denied  Claim.  Within  sixty (60) days after  receiving  a
         notice from the Committee that a claim has been denied,  in whole or in
         part, a Claimant (or the Claimant's duly authorized representative) may
         file with the Committee a written request for a review of the denial of
         the claim.  Thereafter,  but not later than  thirty (30) days after the
         review procedure began, the Claimant (or the Claimant's duly authorized
         representative):

     (a) may review pertinent documents;

     (b) may submit written comments or other documents; and/or

     (c) may request a hearing, which the Committee, in its sole discretion, may
         grant.

14.4     Decision on Review.  The Committee  shall render its decision on review
         promptly,  and not later  than  sixty  (60) days  after the filing of a
         written  request for review of the denial,  unless a hearing is held or
         other special  circumstances require additional time, in which case the
         Committee's  decision must be rendered within 120 days after such date.
         Such decision  must be written in a manner  calculated to be understood
         by the Claimant, and it must contain:

     (a) specific reasons for the decision;

     (b) specific reference(s) to the pertinent  Plan  provisions upon which the
         decision was based; and

     (c) such other matters as the Committee deems relevant.

14.5     Legal Action. A Claimant's  compliance with the foregoing provisions of
         this Article 14 is a mandatory  prerequisite  to a Claimant's  right to
         commence any legal action with respect to any claim for benefits  under
         this Plan.

                                   ARTICLE 15
                                      Trust

15.1     Establishment  of the Trust. The Company shall establish the Trust, and
         each Employer shall at least  annually  transfer over to the Trust such
         assets  as  the  Employer  determines,  in  its  sole  discretion,  are
         necessary  to provide,  on a present  value basis,  for its  respective
         future liabilities  created with respect to the Annual Deferral Amounts
         and Annual Stock Option Gain Amounts for such  Employer's  Participants
         for all  periods  prior  to the  transfer,  as well as any  debits  and
         credits to the Participants'  Account Balances for all periods prior to
         the transfer,  taking into consideration the value of the assets in the
         trust at the time of the transfer.

15.2     Interrelationship of the Plan and the Trust. The provisions of the Plan
         and the Plan  Agreement  shall  govern the rights of a  Participant  to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall  govern  the  rights  of  the  Employers,  Participants  and  the
         creditors of the Employers to the assets transferred to the Trust. Each
         Employer shall at all times remain liable to carry out its  obligations
         under the Plan.

15.3     Distributions  From the Trust.  Each Employer's  obligations  under the
         Plan may be  satisfied  with Trust assets  distributed  pursuant to the
         terms  of the  Trust,  and  any  such  distribution  shall  reduce  the
         Employer's obligations under this Plan.

                                   ARTICLE 16
                                  Miscellaneous

16.1     Status of Plan. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section  401(a) and that "is unfunded and is
         maintained  by an  employer  primarily  for the  purpose  of  providing
         deferred  compensation  for a select  group  of  management  or  highly
         compensated  employees"  within the meaning of ERISA  Sections  201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

16.2     Unsecured  General  Creditor.  Participants  and  their  Beneficiaries,
         heirs,  successors and assigns shall have no legal or equitable rights,
         interests  or claims in any  property  or  assets of an  Employer.  For
         purposes of the payment of benefits  under this Plan, any and all of an
         Employer's  assets  shall  be,  and  remain,  the  general,   unpledged
         unrestricted assets of the Employer. An Employer's obligation under the
         Plan shall be merely that of an unfunded and  unsecured  promise to pay
         money in the future.

16.3     Employer's  Liability.  An  Employer's  liability  for the  payment  of
         benefits shall be defined only by the Plan and the Plan  Agreement,  as
         entered into between the Employer and a Participant.  An Employer shall
         have no obligation to a Participant  under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

16.4     Nonassignability. Neither a Participant nor any other person shall have
         any right to  commute,  sell,  assign,  transfer,  pledge,  anticipate,
         mortgage or  otherwise  encumber,  transfer,  hypothecate,  alienate or
         convey in advance  of actual  receipt,  the  amounts,  if any,  payable
         hereunder,  or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the  amounts  payable  shall,  prior to actual  payment,  be subject to
         seizure,  attachment,  garnishment or sequestration  for the payment of
         any  debts,  judgments,  alimony  or  separate  maintenance  owed  by a
         Participant or any other person, be transferable by operation of law in
         the  event of a  Participant's  or any  other  person's  bankruptcy  or
         insolvency  or be  transferable  to a spouse as a result of a  property
         settlement or otherwise.

16.5     Not a Contract of  Employment.  The terms and  conditions  of this Plan
         shall not be deemed to constitute a contract of employment  between any
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment  relationship  that can be terminated at any
         time for any reason,  or no reason,  with or without cause, and with or
         without  notice,  unless  expressly  provided  in a written  employment
         agreement.  Nothing in this Plan shall be deemed to give a  Participant
         the right to be retained in the service of any  Employer,  either as an
         Employee or a Director,  or to interfere with the right of any Employer
         to discipline or discharge the Participant at any time.

16.6     Furnishing  Information.  A Participant or his or her Beneficiary  will
         cooperate  with the  Committee by  furnishing  any and all  information
         requested  by the  Committee  and take  such  other  actions  as may be
         requested in order to facilitate the administration of the Plan and the
         payments of  benefits  hereunder,  including  but not limited to taking
         such physical examinations as the Committee may deem necessary.

16.7     Terms. Whenever any words are used herein in the masculine,  they shall
         be  construed  as though  they were in the  feminine in all cases where
         they  would so apply;  and  whenever  any words are used  herein in the
         singular or in the plural,  they shall be construed as though they were
         used in the  plural or the  singular,  as the case may be, in all cases
         where they would so apply.

16.8     Captions. The captions of the articles, sections and paragraphs of this
         Plan are for  convenience  only and shall  not  control  or affect  the
         meaning or construction of any of its provisions.

16.9     Governing  Law.  Subject  to  ERISA,  the provisions of this Plan shall
         be  construed  and  interpreted according  to the internal  laws of the
         State  of   Mississippi   without  regard  to  its  conflicts  of  laws
         principles.

16.10    Notice.  Any notice or filing  required or permitted to be given to the
         Committee  under  this  Plan  shall be  sufficient  if in  writing  and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                                   Trustmark Corporation
                                   Attn:  Controller's Department
                                   P. O. Box 291
                                   Jackson, MS  39205

         Such notice  shall be deemed  given as of the date of  delivery  or, if
         delivery is made by mail,  as of the date shown on the  postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient  if in writing and  hand-delivered,
         or sent by mail, to the last known address of the Participant.

16.11    Successors.  The  provisions  of this Plan  shall bind and inure to the
         benefit of the  Participant's  Employer and its  successors and assigns
         and the Participant and the Participant's designated Beneficiaries.

16.12    Spouse's  Interest.  The interest in the benefits hereunder of a spouse
         of  a  Participant   who  has   predeceased   the   Participant   shall
         automatically  pass to the Participant and shall not be transferable by
         such spouse in any manner,  including  but not limited to such spouse's
         will,  nor  shall  such  interest  pass  under  the  laws of  intestate
         succession.

16.13    Validity.  In case any  provision  of this  Plan  shall be  illegal  or
         invalid for any reason,  said illegality or invalidity shall not affect
         the  remaining  parts  hereof,  but this Plan  shall be  construed  and
         enforced  as if such  illegal  or  invalid  provision  had  never  been
         inserted herein.

16.14    Incompetent.  If the  Committee  determines  in its  discretion  that a
         benefit  under  this Plan is to be paid to a minor,  a person  declared
         incompetent  or to a person  incapable of handling the  disposition  of
         that  person's  property,  the  Committee  may  direct  payment of such
         benefit to the guardian, legal representative or person having the care
         and  custody  of such  minor,  incompetent  or  incapable  person.  The
         Committee  may require proof of minority,  incompetence,  incapacity or
         guardianship,  as it may deem appropriate  prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary,  as the case may be,
         and shall be a complete  discharge of any liability  under the Plan for
         such payment amount.

16.15    Court Order. The Committee is authorized to make any payments  directed
         by court  order in any  action in which the Plan or the  Committee  has
         been named as a party. In addition, if a court determines that a spouse
         or former spouse of a Participant has an interest in the  Participant's
         benefits  under the Plan in  connection  with a property  settlement or
         otherwise, the Committee, in its sole discretion, shall have the right,
         notwithstanding  any election  made by a  Participant,  to  immediately
         distribute   the   spouse's   or  former   spouse's   interest  in  the
         Participant's benefits under the Plan to that spouse or former spouse.

16.16    Distribution in the Event of Taxation.

     (a)  In General.  If, for any reason, all or any portion of a Participant's
          benefits under this Plan becomes taxable to the  Participant  prior to
          receipt,  a Participant may petition the Committee  before a Change in
          Control, or the trustee of the Trust after a Change in Control,  for a
          distribution  of that  portion of his or her  benefit  that has become
          taxable.  Upon the grant of such a petition,  which grant shall not be
          unreasonably  withheld  (and,  after a  Change  in  Control,  shall be
          granted), a Participant's Employer shall distribute to the Participant
          immediately  available funds in an amount equal to the taxable portion
          of his or her benefit  (which amount shall not exceed a  Participant's
          unpaid  vested  Account  Balance  under the Plan).  If the petition is
          granted,  the tax liability  distribution shall be made within 90 days
          of the  date  when  the  Participant's  petition  is  granted.  Such a
          distribution  shall  affect and reduce the  benefits  to be paid under
          this Plan.

     (b)  Trust.  If the  Trust  terminates  in  accordance  with its  terms and
          benefits are distributed from the Trust to a Participant in accordance
          therewith, the Participant's benefits under this Plan shall be reduced
          to the extent of such distributions.

16.17    Insurance.  The  Employers,  on their  own  behalf  or on behalf of the
         trustee of the Trust, and, in their sole discretion,  may apply for and
         procure  insurance on the life of the Participant,  in such amounts and
         in such forms as the trustee of the Trust may choose.  The Employers or
         the trustee of the Trust,  as the case may be,  shall be the sole owner
         and  beneficiary of any such insurance.  The Participant  shall have no
         interest whatsoever in any such policy or policies,  and at the request
         of the Employers shall submit to medical  examinations  and supply such
         information  and  execute  such  documents  as may be  required  by the
         insurance  company or companies to whom the Employers  have applied for
         insurance.

16.18    Legal Fees To Enforce  Rights After Change in Control.  The Company and
         each Employer is aware that upon the occurrence of a Change in Control,
         the Board or the board of directors of a Participant's  Employer (which
         might then be composed of new members) or a shareholder  of the Company
         or the Participant's  Employer,  or of any successor  corporation might
         then cause or attempt to cause the Company, the Participant's  Employer
         or such  successor to refuse to comply with its  obligations  under the
         Plan  and  might   cause  or  attempt  to  cause  the  Company  or  the
         Participant's  Employer  to  institute,  or may  institute,  litigation
         seeking to deny  Participants the benefits  intended under the Plan. In
         these  circumstances,  the  purpose  of the Plan  could be  frustrated.
         Accordingly, if, following a Change in Control, it should appear to any
         Participant  that  the  Company,  the  Participant's  Employer  or  any
         successor  corporation has failed to comply with any of its obligations
         under the Plan or any  agreement  thereunder  or, if the Company,  such
         Employer or any other  person takes any action to declare the Plan void
         or  unenforceable  or institutes  any  litigation or other legal action
         designed  to deny,  diminish  or to recover  from any  Participant  the
         benefits   intended   to  be   provided,   then  the  Company  and  the
         Participant's Employer irrevocably authorize such Participant to retain
         counsel of his or her  choice at the  expense  of the  Company  and the
         Participant's  Employer (who shall be jointly and severally  liable) to
         represent such Participant in connection with the initiation or defense
         of any  litigation  or other  legal  action,  whether by or against the
         Company,   the  Participant's   Employer  or  any  director,   officer,
         shareholder  or  other  person   affiliated   with  the  Company,   the
         Participant's Employer or any successor thereto in any jurisdiction.
<PAGE>

IN WITNESS  WHEREOF,  the Company has signed this Plan document on  November 20,
2001 to be effective as of January 1, 2002.


                               "Company"
                               Trustmark Corporation, a Mississippi corporation



                               By: /s/Richard G. Hickson
                                   ---------------------
                               Title: President and Chief Executive Officer

<PAGE>
                                                                       Exhibit 5

BRUNINI, GRANTHAM, GROWER & HEWES, PLLC                        EDMUND L. BRUNINI
ATTORNEYS AT LAW                                                  (1911-1992)
POST OFFICE DRAWER 119
JACKSON, MISSISSIPPI 39205                                   R. GORDON GRANTHAM
TELEPHONE: 601-948-3101                                           (1912-1986)
FACSIMILE: 601-960-6902

ROBERT D. DRINKWATER                                              JOHN M. GROWER
1400 TRUSTMARK BUILDING / 248 EAST CAPITOL STREET                   OF COUNSEL
JACKSON, MISSISSIPPI 39201

DIRECT: 601-960-6852
E-MAIL: bdrinkwa@brunini.com

                                               November 20, 2001



Trustmark Corporation
248 East Capitol Street
Jackson, MS 39201


Gentlemen:

         We have  acted as  counsel  to  Trustmark  Corporation,  a  Mississippi
corporation  ("Trustmark") in connection with the registration on Form S-8 under
the Securities Act of 1933 of $ 2,500,000 in deferred  compensation  obligations
to be  undertaken  pursuant  to  Trustmark's  Deferred  Compensation  Plan  (the
"Plan").

         The Plan is not a  qualified  plan  under  ERISA and is  generally  not
subject to ERISA except for a one-time filing obligation and ERISA's enforcement
provisions.

         We are of the opinion  that the Plan has been duly and legally  adopted
by  Trustmark  and that the  deferred  compensation  obligations  undertaken  by
Trustmark  pursuant  to the Plan will be the valid and  binding  obligations  of
Trustmark,  enforceable  against Trustmark in accordance with and subject to the
terms of the Plan.

         Our opinion is limited to the laws of the State of Mississippi  and the
federal laws of the United States of America.

                                                 Very truly yours,

                                                 /s/ Robert D. Drinkwater
                                                 ------------------------
                                                 Robert D. Drinkwater

<PAGE>

                                                                    Exhibit 23.1
                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  Registration  Statement of our report dated  January 8, 2001,
incorporated  by  reference in  Trustmark  Corporation's  Form 10-K for the year
ended  December  31,  2000, and to all references  to our Firm  included in this
Registration Statement Form S-8.

/s/ Andersen LLP
----------------
Andersen LLP

Jackson, Mississippi
November 20, 2001


<PAGE>



                                                                    Exhibit 23.2

               CONSENT OF BRUNINI, GRANTHAM, GROWER & HEWES, PLLC

     We hereby consent to the inclusion of our opinion  relating to the legality
and binding effect of the Trustmark  Corporation Deferred Compensation Plan (the
"Plan") as an exhibit to the  Registration  Statement  on Form S-8 of  Trustmark
Corporation filed in connection with the Plan.

BRUNINI, GRANTHAM, GROWER & HEWES, PLLC

/s/ Robert D. Drinkwater
------------------------
Robert D. Drinkwater

Jackson, Mississippi

November 20, 2001

<PAGE>



                                   APPENDIX A
                                Measurement Funds


Money Market                                 Nationwide NSAT Money Market Fund

Intermediate Government Bonds                Nationwide NSAT Government Bond

Intermediate Government/Corporate Bonds      Federated Quality Bond II

Large Cap Value Stocks                       Neuberger Berman Guardian

Large Cap Blend Stocks                       Dreyfus Appreciation

Large Cap Growth Stocks                      Oppenheimer Capital Appreciation

Mid Cap Value Stocks                         Strong Opportunity Fund II

Mid Cap Blend                                Dreyfus NSAT Mid Cap

Small Growth                                 Nationwide Small Company

Small Value                                  Nationwide Small Cap Value

Foreign Aggressive Growth Stocks             Janus International Growth
[{"type": "S-8", "sequence": "1", "filename": "fs8_nov2001.txt", "description": "FORM S-8 DEF COMP NOV 2001", "secsgml_size_bytes": 123133}]
{"company-data": {"conformed-name": "TRUSTMARK CORP", "cik": "0000036146", "assigned-sic": "6021", "irs-number": "640471500", "state-of-incorporation": "MS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74448", "film-number": "1805524"}, "business-address": {"street1": "248 E CAPITOL ST", "street2": "P O BOX 291", "city": "JACKSON", "state": "MS", "zip": "39201", "phone": "6013545111"}, "mail-address": {"street1": "248 EAST CAPITOL STREET", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "FIRST CAPITAL CORP", "date-changed": "19900513"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                             Trustmark Corporation
             (Exact name of registrant as specified in its charter)

      Mississippi                                                     64-0471500
(State or other jurisdiction of                                       (IRS EIN)
incorporation or organization)

248 E. Capitol Street, Jackson, Mississippi                             39201
(Address of principal executive offices)                              (Zip Code)

                Trustmark Corporation Deferred Compensation Plan
                            (full title of the plan)

                                 LOUIS E. GREER
                                   Controller
                            Trustmark National Bank
                             248 E. Capitol Street
                               Jackson, MS 39201
                       (601) 949-2310 Fax: (601) 949-6871
(Name, address including zip code and telephone number, including area code, of
                               agent for service)

Copies of all correspondence to:

Robert D. Drinkwater
Brunini, Grantham, Grower & Hewes, PLLC
Post Office Drawer 119
Jackson, MS  39205
(601) 948-3101    Fax:  (601) 960-6902
CALCULATION OF REGISTRATION FEE

                                     Proposed       Proposed
Title of                             maximum        maximum
securities          Amount           offering       aggregate         Amount of
to be               to be            price          offering          registra-
registered          registered       per share      price             tion fee
----------          ----------       ---------      ---------         ---------
Deferred
Compensation            (2)               (2)       $ 2,500,000 (2)   $ 625.00
Obligations (1)

     (1)  The Deferred  Compensation  Obligations  are unsecured  obligations of
          Registrant   to  pay  deferred   compensation   to   participants   in
          Registrant's  Deferred  Compensation Plan made available to certain of
          Registrant's highly compensated employees.

     (2)  Solely for purposes of calculating  the  registration  fee pursuant to
          Rule  457(h)  under  the  Securities  Act of 1933,  maximum  aggregate
          offering  price  represents an estimate of the amount of  compensation
          employees will elect to defer under the Plan over the next five years.

If any securities  being  registered on this form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. [x]

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Documents  containing  the  information  specified in Form S-8, Item 1, shall be
provided  to  persons  eligible  to  participate  in the  Trustmark  Corporation
Deferred  Compensation  Plan (the  "Plan") as  specified  by Rule 428(b)(1).  In
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the  "Commission")  and the instructions to Form S-8, such documents
are not being  filed  with the  Commission  either as part of this  Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424.

Item 2.  Registrant Information and Employee Plan Annual Information.

The statement containing the information specified in Form S-8, Item 2, shall be
provided to participants.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents filed with the Commission are  incorporated by
reference in this Registration Statement:

(a) The Annual Report of Trustmark  Corporation  ("Trustmark")  on Form 10-K for
the fiscal year ended December 31, 2000.

(b) All other documents and reports filed with the Commission by Trustmark since
December 31, 2000 or subsequently  filed pursuant to Sections 13(a) and 15(d) of
the  Securities  Exchange Act of 1934,  prior to the filing of a  post-effective
amendment which  indicates that all securities  offered herein have been sold or
which  registers all  securities  then remaining  unsold,  shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents and reports.

Item 4.  Description of Securities.

         The  obligations  being  registered are the unfunded,  nontransferrable
obligations of Trustmark to pay to participants the amounts accumulated to their
deferred compensation accounts in accordance with the Plan.

Item 5.  Interest of Named Experts and Counsel.

         No expert named in the  Registration  Statement  as having  prepared or
certified  any part  thereof and no counsel  for  Registrant  was  employed on a
contingent  basis or has  received  or is to  receive  any  direct  or  indirect
substantial  interest in Trustmark or any subsidiary  thereof in connection with
this offering.

Item 6.  Indemnification of Directors and Officers.

         Pursuant  to  Article  VI,  Section  2, of its  bylaws,  Trustmark  may
indemnify  or  reimburse  the  expenses  of any person  against  all  reasonable
expenses  incurred in connection with any litigation or proceeding in which such
person  may  have  been  involved  because  he is or was a  director  (including
honorary or advisory directors) officer or employee of the corporation or of any
other firm,  corporation or organization which he served in any such capacity at
the request of the  corporation.  Provided,  such person  shall have no right to
indemnification  or  reimbursement  in  relation  to any  matters in which he is
finally  adjudged  to have been  guilty of or liable for  negligence  or willful
misconduct in the  performance of his duties;  and,  provided  further,  that no
person shall be so indemnified  or reimbursed in relation to any  administrative
proceeding or action  instituted by any appropriate bank regulatory agency which
proceeding or action results in a final order assessing civil monetary penalties
or requiring  affirmative  action by an individual or individuals in the form of
payments to the corporation.

         In addition,  the  Mississippi  Business  Corporation  Act provides for
indemnification  of directors  and  officers in certain  events.  Directors  and
officers are entitled to indemnification  if they are wholly successful,  on the
merits or otherwise,  in the defense of any proceeding to which such person is a
party because he was a director or officer of the corporation against reasonable
expenses  incurred by him in connection with the  proceeding.  A corporation may
indemnify an  individual  who is a party to a proceeding  because he is or was a
director or officer against a liability incurred in the proceeding if the person
conducted  himself  in good  faith and he  reasonably  believed,  in the case of
conduct in his official capacity,  that his conduct was in the best interests of
the  corporation,  and, in all other cases,  that his conduct was not opposed to
the  best  interests  of the  corporation,  and,  in the  case  of any  criminal
proceeding,  that he had no reasonable cause to believe his conduct was unlawful
or, he  engaged  in  conduct  for which  broader  indemnification  has been made
permissible  or obligatory  under a provision of the  corporation's  articles of
incorporation.  Unless  ordered by a court,  a  corporation  may not indemnify a
director or officer in  connection  with a proceeding  by or in the right of the
corporation,  except for  reasonable  expenses  incurred in connection  with the
proceeding if it is determined  that the director has met the relevant  standard
of conduct  specified  above, or, in connection with any proceeding with respect
to conduct  for which he was  adjudged  liable on the basis  that he  received a
financial benefit to which he was not entitled,  whether or not involving action
in his official capacity.

         A  corporation  may,  additionally,   before  final  disposition  of  a
proceeding,  advance  funds  to pay for or  reimburse  the  reasonable  expenses
incurred by the director or officer who is a party to a proceeding under certain
circumstances.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.     Description of Exhibit
         -----------     ----------------------
         4.              Trustmark Corporation Deferred Compensation Plan.

         5.              Opinion of  Brunini, Grantham, Grower &  Hewes, PLLC as
                         to  the  legality  of  the adoption of the Plan and the
                         binding  nature  of  Trustmark's  obligations under the
                         Plan.

         23.1            Consent of Arthur Andersen LLP

         23.2            Consent of Brunini, Grantham, Grower & Hewes, PLLC

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement:

         (i) To  include  any  prospectus  required  by Section 10(a) (3) of the
         Securities Act of 1933;

         (ii)  To reflect in the  prospectus  any facts or events  arising after
         the effective date of this  Registration  Statement (or the most recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in this Registration Statement;

         (iii)  To include any material  information with respect to the plan of
         distribution not previously disclosed in this Registration Statement or
         any material change to such information in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  Registration  Statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is  incorporated  by  reference  in this  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such   indemnification  is  unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses incurred or paid by a director,  officer,  or controlling
person  connected with the securities  being  registered)  the Registrant  will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Jackson and State of  Mississippi  on the 20th day of
November, 2001

TRUSTMARK CORPORATION

/s/ Richard G. Hickson
-----------------------------
Richard G. Hickson
President and Chief Executive Officer
Date:  November 20, 2001

/s/ Gerard R. Host
-----------------------------
Gerard R. Host
Treasurer (Principal Financial Officer)
Date:  November 20, 2001
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

/s/ J. Kelly Allgood
-----------------------------
J. Kelly Allgood
Director
Date:  November 20, 2001

/s/ Reuben V. Anderson
-----------------------------
Reuben V. Anderson
Director
Date:  November 20, 2001

-----------------------------
Adolphus B. Baker
Director

-----------------------------
John L. Black, Jr.
Director

/s/ William C. Deviney, Jr.
-----------------------------
William C. Deviney, Jr.
Director
Date:  November 20, 2001

/s/ D.G. Fountain, Jr.
-----------------------------
D.G. Fountain, Jr.
Director
Date:  November 20, 2001

/s/ C. Gerald Garnett
-----------------------------
C. Gerald Garnett
Director
Date:  November 20, 2001

/s/ Richard G. Hickson
-----------------------------
Richard G. Hickson
President & Chief Executive Officer and Director
Date:  November 20, 2001

/s/ Matthew L. Holleman III
-----------------------------
Matthew L. Holleman III
Director
Date:  November 20, 2001

/s/ Gerard R. Host
-----------------------------
Gerard R. Host
Treasurer (Principal Financial Officer) and Director
Date:  November 20, 2001

/s/ T.H. Kendall III
-----------------------------
T.H. Kendall III
Chairman of the Board and Director
Date:  November 20, 2001

-----------------------------
Larry L. Lambiotte
Director

-----------------------------
Dr. Frances Lucas-Tauchar
Director

/s/ William Neville III
-----------------------------
William Neville III
Director
Date:  November 20, 2001

/s/ Richard H. Puckett
-----------------------------
Richard H. Puckett
Director
Date:  November 20, 2001

-----------------------------
William K. Ray
Director

-----------------------------
Charles W. Renfrow
Director

/s/ Carolyn C. Shanks
-----------------------------
Carolyn C. Shanks
Director
Date:  November 20, 2001

/s/ Harry M. Walker
-----------------------------
Harry M. Walker
Director
Date:  November 20, 2001

-----------------------------
LeRoy G. Walker, Jr.
Director

-----------------------------
Paul H. Watson, Jr.
Director

-----------------------------
Kenneth W. Williams
Director

-----------------------------
Allen Wood, Jr.
Director

-----------------------------
William G. Yates, Jr.
Director
EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------

4                 Trustmark Corporation Deferred Compensation Plan
5                 Opinion of Brunini, Grantham, Grower & Hewes, PLLC
23.1              Consent of Arthur Andersen LLP
23.2              Consent of Brunini, Grantham, Grower & Hewes, PLLC
Exhibit 4

                              Trustmark Corporation
                           Deferred Compensation Plan
                              Master Plan Document

                            Effective January 1, 2002
Trustmark Corporation
Deferred Compensation Plan
Master Plan Document
--------------------------------------------------------------------------------

                                TABLE OF CONTENTS
                                                                            Page
Purpose             ...........................................................1

ARTICLE 1           Definitions................................................1

ARTICLE 2           Selection, Enrollment, Eligibility.........................6

           2.1      Selection by Committee.....................................6
           2.2      Enrollment Requirements....................................7
           2.3      Eligibility; Commencement of Participation.................7
           2.4      Termination of Participation and/or Deferrals..............7

ARTICLE 3           Deferral Commitments/Stock Option Gain Amounts/Vesting/
                    Crediting/Taxes............................................7

           3.1      Minimum Deferrals..........................................7
           3.2      Maximum Deferrals..........................................8
           3.3      Election to Defer; Effect of Election Form.................8
           3.4      Withholding of Annual Deferral Amounts.....................9
           3.5      Annual Stock Option Gain Amount............................9
           3.6      Investment of Trust Assets.................................9
           3.7      Vesting....................................................9
           3.8      Crediting/Debiting of Account Balances.....................9
           3.9      FICA and Other Taxes......................................11

ARTICLE 4           Short-Term Payout; Unforeseeable Financial Emergencies;
                    Withdrawal Election.......................................11

           4.1      Short-Term Payout.........................................11
           4.2      Other Benefits Take Precedence Over Short-Term............12
           4.3      Withdrawal Payout/Suspensions for Unforeseeable
                    Financial Emergencies.....................................12
           4.4      Withdrawal Election.......................................12

ARTICLE 5           Retirement Benefit........................................13

           5.1      Retirement Benefit........................................13
           5.2      Payment of Retirement Benefit.............................13
           5.3      Death Prior to Completion of Retirement Benefit...........13

ARTICLE 6           Pre-Retirement Survivor Benefit...........................14

           6.1      Pre-Retirement Survivor Benefit...........................14
           6.2      Payment of Pre-Retirement Survivor Benefit................14

ARTICLE 7           Termination Benefit.......................................14

           7.1      Termination Benefit.......................................14
           7.2      Payment of Termination Benefit............................14
           7.3      Death Prior to Completion of Termination Benefit..........15

ARTICLE 8           Disability Waiver and Benefit.............................15

           8.1      Disability................................................15
           8.2      Continued Eligibility; Disability Benefit.................15
           8.3      Death Prior to Completion of Disability Benefit...........16

ARTICLE 9           Beneficiary Designation...................................16

           9.1      Beneficiary...............................................16
           9.2      Beneficiary Designation; Change...........................16
           9.3      Acknowledgement...........................................16
           9.4      No Beneficiary Designation................................17
           9.5      Doubt as to Beneficiary...................................17
           9.6      Discharge of Obligations..................................17

ARTICLE 10          Leave of Absence..........................................17

           10.1     Paid Leave of Absence.....................................17
           10.2     Unpaid Leave of Absence...................................17

ARTICLE 11          Termination, Amendment or Modification....................17

           11.1     Termination...............................................17
           11.2     Amendment.................................................18
           11.3     Plan Agreement............................................18
           11.4     Effect of Payment.........................................19

ARTICLE 12          Administration............................................19

           12.1     Committee Duties..........................................19
           12.2     Administration Upon Change In Control.....................19
           12.3     Agents....................................................19
           12.4     Binding Effect of Decisions...............................20
           12.5     Indemnity of Committee....................................20
           12.6     Employer Information......................................20

ARTICLE 13          Other Benefits and Agreements.............................20

           13.1     Coordination with Other Benefits..........................20

ARTICLE 14          Claims Procedures.........................................20

           14.1     Presentation of Claim.....................................20
           14.2     Notification of Decision..................................20
           14.3     Review of a Denied Claim..................................21
           14.4     Decision on Review........................................21
           14.5     Legal Action..............................................21

ARTICLE 15          Trust.....................................................22

           15.1     Establishment of the Trust................................22
           15.2     Interrelationship of the Plan and the Trust...............22
           15.3     Distributions From the Trust..............................22

ARTICLE 16          Miscellaneous.............................................22

           16.1     Status of Plan............................................22
           16.2     Unsecured General Creditor................................22
           16.3     Employer's Liability......................................22
           16.4     Nonassignability..........................................22
           16.5     Not a Contract of Employment..............................23
           16.6     Furnishing Information....................................23
           16.7     Terms.....................................................23
           16.8     Captions..................................................23
           16.9     Governing Law.............................................23
           16.10    Notice....................................................23
           16.11    Successors................................................24
           16.12    Spouse's Interest.........................................24
           16.13    Validity..................................................24
           16.14    Incompetent...............................................24
           16.15    Court Order...............................................24
           16.16    Distribution in the Event of Taxation.....................24
           16.17    Insurance.................................................25
           16.18    Legal Fees To Enforce Rights After Change in Control......25

APPENDIX A          Measurement Funds.........................................27
Trustmark Corporation
Deferred Compensation Plan
Master Plan Document
--------------------------------------------------------------------------------

                              TRUSTMARK CORPORATION
                           DEFERRED COMPENSATION PLAN
                            Effective January 1, 2002

                                     Purpose

         The purpose of this Plan is to provide  specified  benefits to a select
group of management or highly compensated Employees and Directors who contribute
materially to the continued  growth,  development and future business success of
Trustmark Corporation, a Mississippi corporation, and its subsidiaries,  if any,
that  sponsor  this Plan.  This Plan shall be unfunded  for tax purposes and for
purposes of Title I of ERISA.

                                    ARTICLE 1
                                   Definitions

         For the purposes of this Plan,  unless otherwise  clearly apparent from
the context,  the following phrases or terms shall have the following  indicated
meanings:

1.1      "Account  Balance" shall mean, with respect to a Participant,  a credit
         on the  records of the  Employer  equal to the sum of (i) the  Deferral
         Account  balance and (ii) the Stock  Option Gain Account  balance.  The
         Account Balance,  and each other specified account balance,  shall be a
         bookkeeping entry only and shall be utilized solely as a device for the
         measurement  and   determination  of  the  amounts  to  be  paid  to  a
         Participant,  or his or her  designated  Beneficiary,  pursuant to this
         Plan.

1.2      "Annual Bonus" shall mean any compensation,  in addition to Base Annual
         Salary,  relating  to  services  performed  during any  calendar  year,
         whether or not paid in such  calendar  year or  included on the Federal
         Income Tax Form W-2 for such calendar year, payable to a Participant as
         an Employee under any Employer's annual bonus and cash incentive plans,
         excluding stock options.

1.3      "Annual  Deferral  Amount"  shall mean that portion of a  Participant's
         Base Annual Salary,  Annual Bonus and Directors Fees that a Participant
         defers in accordance with Article 3 for any one Plan Year. In the event
         of a  Participant's  Retirement,  Short-Term  Disability  (if deferrals
         cease in accordance with Section 8.1), Long-Term Disability, death or a
         Termination of Employment  prior to the end of a Plan Year, such year's
         Annual  Deferral  Amount shall be the actual amount  withheld  prior to
         such event.

1.4      "Annual Installment Method" shall be an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan,  calculated  as  follows:  the  vested  Account  Balance  of  the
         Participant  shall be  calculated  as of the  close of  business  on or
         around the last business day of the year. The annual  installment shall
         be calculated by multiplying this balance by a fraction,  the numerator
         of which is one and the denominator of which is the remaining number of
         annual  payments  due  the  Participant.  By  way  of  example,  if the
         Participant elects a ten (10) year Annual Installment Method, the first
         payment  shall be 1/10 of the vested  Account  Balance,  calculated  as
         described in this definition.  The following year, the payment shall be
         1/9 of the vested  Account  Balance,  calculated  as  described in this
         definition.  Each annual  installment shall be paid no later than sixty
         (60) days after the last business day of the applicable year. Shares of
         Stock that shall be  distributable  from the Stock  Option Gain Account
         shall be  distributable  in shares of actual  Stock in the same  manner
         previously   described.   However,  the  Committee  may,  in  its  sole
         discretion,  (i) adjust the annual  installments in order to distribute
         whole shares of actual Stock and/or (ii) accelerate the distribution of
         such actual shares of Stock by payment of a lump sum.

1.5      "Annual  Stock  Option  Gain  Amount"  shall  mean,  with  respect to a
         Participant  for any one Plan Year,  the  portion of  Qualifying  Gains
         deferred  with  respect  to  an  Eligible  Stock  Option  exercise,  in
         accordance with Section 3.5 of this Plan.

1.6      "Bank" shall mean Trustmark National Bank.

1.7      "Base Annual Salary" shall mean the annual cash  compensation  relating
         to services  performed during any calendar year, whether or not paid in
         such calendar  year or included on the Federal  Income Tax Form W-2 for
         such calendar year, excluding Annual Bonuses, other bonuses,  overtime,
         fringe  benefits,   stock  options,   relocation  expenses,   incentive
         payments, non-monetary awards, and other fees, and automobile and other
         allowances  paid to a  Participant  for  employment  services  rendered
         (whether or not such  allowances are included in the  Employee's  gross
         income).  Base Annual Salary shall be calculated  before  reduction for
         compensation  voluntarily  deferred or contributed  by the  Participant
         pursuant to all  qualified or  non-qualified  plans of any Employer and
         shall be  calculated to include  amounts not otherwise  included in the
         Participant's gross income under Code Sections 125, 402(e)(3),  402(h),
         or 403(b)  pursuant to plans  established  by any  Employer;  provided,
         however, that all such amounts will be included in compensation only to
         the extent that had there been no such plan, the amount would have been
         payable in cash to the Employee.

1.8      "Beneficiary" shall mean one or more persons,  trusts, estates or other
         entities, designated in accordance with Article 9, that are entitled to
         receive benefits under this Plan upon the death of a Participant.

1.9      "Beneficiary  Designation  Form" shall mean the form  established  from
         time to time by the Committee that a Participant  completes,  signs and
         returns to the Committee to designate one or more Beneficiaries.

1.10     "Board" shall mean the board of directors of the Company.

1.11     "Buyout" shall mean a transaction or series of related  transactions by
         which  the  Company  or Bank is  sold,  either  through  the  sale of a
         Controlling Interest in the Company's or Bank's voting stock or through
         the sale of substantially  all of the Company's or Bank's assets,  to a
         party not having a  Controlling  Interest  in the  Company's  or Bank's
         voting stock.

1.12     "Change in  Control"  shall mean the first to occur of any of a Buyout,
         Merger, Dissolution, or Substantial Change in Ownership.

1.13     "Claimant" shall have the meaning set forth in Section 14.1.

1.14     "Code" shall mean the  Internal  Revenue  Code of 1986, as  it  may  be
         amended from time to time.

1.15     "Committee" shall mean the committee described in Article 12.

1.16     "Company" shall mean Trustmark Corporation,  a Mississippi corporation,
         and any successor to all or  substantially  all of the Company's assets
         or business.

1.17     "Controlling  Interest"  shall  mean  ownership,   either  directly  or
         indirectly,  of more than twenty  percent (20%) of the entity's  voting
         stock.

1.18     "Deduction Limitation" shall mean the following described limitation on
         a  benefit  that  may  otherwise  be  distributable   pursuant  to  the
         provisions of this Plan. Except as otherwise provided,  this limitation
         shall  be  applied  to  all  distributions  that  are  "subject  to the
         Deduction  Limitation"  under this Plan.  If an Employer  determines in
         good  faith  prior to a Change in Control  that  there is a  reasonable
         likelihood  that any  compensation  paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer  solely by
         reason of the limitation under Code Section 162(m),  then to the extent
         deemed  necessary by the  Employer to ensure that the entire  amount of
         any distribution to the Participant  pursuant to this Plan prior to the
         Change in  Control is  deductible,  the  Employer  may defer all or any
         portion  of a  distribution  under  this  Plan.  Any  amounts  deferred
         pursuant to this limitation shall continue to be credited/debited  with
         additional  amounts in accordance with Section 3.8 below,  even if such
         amount is being paid out in  installments.  The amounts so deferred and
         amounts credited thereon shall be distributed to the Participant or his
         or her  Beneficiary  (in the event of the  Participant's  death) at the
         earliest possible date, as determined by the Employer in good faith, on
         which  the  deductibility  of  compensation  paid  or  payable  to  the
         Participant  for the  taxable  year of the  Employer  during  which the
         distribution  is made will not be  limited  by  Section  162(m),  or if
         earlier,  the  effective  date of a Change in Control.  Notwithstanding
         anything to the contrary in this Plan, the Deduction  Limitation  shall
         not apply to any distributions made after a Change in Control.

1.19     "Deferral  Account"  shall  mean (i) the sum of all of a  Participant's
         Annual Deferral Amounts,  plus (ii) amounts credited in accordance with
         all the applicable  crediting and debiting provisions of this Plan that
         relate  to  the  Participant's   Deferral   Account,   less  (iii)  all
         distributions  made  to the  Participant  or  his  or  her  Beneficiary
         pursuant to this Plan that relate to his or her Deferral Account.

1.20     "Director"  shall  mean  any  member of  the  board of directors of any
         Employer.

1.21     "Directors  Fees"  shall  mean the  annual  fees paid by any  Employer,
         including  retainer fees and meetings fees, as compensation for serving
         on the board of directors.

1.22     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.23     "Dissolution" shall mean the dissolution or liquidation of the  Company
         or Bank.

1.24     "Election  Form" shall mean the form  established  from time to time by
         the Committee  that a Participant  completes,  signs and returns to the
         Committee to make an election under the Plan.

1.25     "Eligible  Stock  Option"  shall mean one or more  non-qualified  stock
         option(s)  selected  by  the  Committee  in  its  sole  discretion  and
         exercisable  under a plan or arrangement  of any Employer  permitting a
         Participant under this Plan to defer gain with respect to such option.

1.26     "Employee" shall mean a person who is an employee of any Employer.

1.27     "Employer(s)"  shall mean the  Company  and/or any of its  subsidiaries
         (now in  existence  or  hereafter  formed or  acquired)  that have been
         selected by the Board to  participate  in the Plan and have adopted the
         Plan as a sponsor.

1.28     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.29     "Long-Term Disability" shall mean a period of disability during which a
         Participant  qualifies  for  permanent  disability  benefits  under the
         Participant's   Employer's   long-term   disability   plan,  or,  if  a
         Participant does not participate in such a plan, a period of disability
         during  which  the  Participant  would  have  qualified  for  permanent
         disability  benefits  under  such a plan  had  the  Participant  been a
         participant in such a plan, as determined in the sole discretion of the
         Committee.  If the Participant's Employer does not sponsor such a plan,
         or discontinues to sponsor such a plan,  Long-Term  Disability shall be
         determined by the Committee in its sole discretion.

1.30     "Merger" shall mean a transaction or a series of  transactions  wherein
         the Company or Bank is combined with another business entity, and after
         which the  persons  or  entities  who had  owned,  either  directly  or
         indirectly,  a  Controlling  Interest in the Company's or Bank's voting
         stock own less than a  Controlling  Interest in the voting stock of the
         combined entity.

1.31     "Participant"  shall mean any  Employee or Director (i) who is selected
         to participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan  Agreement,  an Election  Form and a Beneficiary
         Designation  Form, (iv) whose signed Plan Agreement,  Election Form and
         Beneficiary  Designation  Form are accepted by the  Committee,  (v) who
         commences  participation in the Plan, and (vi) whose Plan Agreement has
         not terminated. A spouse or former spouse of a Participant shall not be
         treated as a Participant  in the Plan or have an account  balance under
         the  Plan,  even  if he or she  has an  interest  in the  Participant's
         benefits  under  the Plan as a result  of  applicable  law or  property
         settlements resulting from legal separation or divorce.

1.32     "Plan" shall mean the Company's Deferred Compensation Plan, which shall
         be evidenced by this instrument and by each Plan Agreement, as they may
         be amended from time to time.

1.33     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time,  which is entered  into by and between an Employer  and a
         Participant.  Each Plan  Agreement  executed by a  Participant  and the
         Participant's  Employer  shall provide for the entire  benefit to which
         such Participant is entitled under the Plan;  should there be more than
         one Plan  Agreement,  the Plan  Agreement  bearing  the latest  date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such  entitlement.  The terms of any
         Plan  Agreement  may be  different  for any  Participant,  and any Plan
         Agreement may provide additional  benefits not set forth in the Plan or
         limit  the  benefits  otherwise  provided  under  the  Plan;  provided,
         however,  that any such additional benefits or benefit limitations must
         be agreed to by both the Employer and the Participant.

1.34     "Plan Year" shall mean a period beginning on January 1 of each calendar
         year and continuing through December 31 of such calendar year.

1.35     "Pre-Retirement  Survivor  Benefit" shall mean the benefit set forth in
         Article 6.

1.36     "Qualifying  Gain"  shall  mean  the  incremental  value  inuring  to a
         Participant  upon the  exercise of an Eligible  Stock  Option,  using a
         Stock-for-Stock  payment method, during any Plan Year. Such incremental
         value shall be deliverable to the Participant in the form of additional
         shares of Stock and shall be computed  as  follows:  (i) the total fair
         market  value of the shares of Stock  held/acquired  as a result of the
         exercise of an Eligible  Stock Option using a  Stock-for-Stock  payment
         method,  minus (ii) the total  exercise  price.  For example,  assume a
         Participant  elects to exercise an  Eligible  Stock  Option to purchase
         1,000 shares of Stock at an exercise  price of $20 per share  (i.e.,  a
         total  exercise  price of  $20,000),  when the Stock has a current fair
         market value of $25 per share (i.e.,  a total current fair market value
         of  $25,000)  and  elects to defer one  hundred  (100)  percent  of the
         Qualifying  Gain  (i.e.,  $5,000).  Using the  Stock-for-Stock  payment
         method,  the  Participant  would  deliver  800  shares of Stock  (worth
         $20,000 at exercise)  to exercise  the Eligible  Stock Option and would
         receive,  in return,  800 shares of Stock  (worth  $20,000 at exercise)
         plus a  Qualifying  Gain,  in the  form of an  unfunded  and  unsecured
         promise by the Company for 200 additional shares of Stock in the future
         (worth  $5,000 at exercise).  The number of additional  shares of Stock
         deliverable  to  the  Participant  in the  future  as a  result  of the
         Qualifying  Gain  shall be fixed and  determined  as of the date of the
         exercise of the Eligible  Stock  Option using the closing  price of the
         Stock as of the end of the  business  day  closest  to the date of such
         exercise.

1.37     "Retirement",  "Retire(s)" or "Retired"  shall mean, with respect to an
         Employee,  severance from  employment from all Employers for any reason
         other than a leave of  absence,  death or  Long-Term  Disability  on or
         after the earlier of the attainment of (a) age  sixty-five  (65) or (b)
         age fifty  (50) with five (5)  Years of  Service;  and shall  mean with
         respect to a Director who is not an  Employee,  severance of his or her
         directorships  with all  Employers  on or after the  attainment  of age
         sixty-five (65).

1.38     "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.39     "Short-Term  Disability" shall mean a period of disability during which
         a Participant  qualifies for short-term  disability  benefits under the
         Participant's   Employer's   short-term   disability  plan,  or,  if  a
         Participant does not participate in such a plan, a period of disability
         during  which the  Participant  would  have  qualified  for  short-term
         disability  benefits  under  such a plan  had  the  Participant  been a
         participant in such a plan, as determined in the sole discretion of the
         Committee.  If the Participant's Employer does not sponsor such a plan,
         or discontinues to sponsor such a plan,  Short-Term Disability shall be
         determined by the Committee in its sole discretion.

1.40     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.41     "Stock" shall mean Trustmark Corporation common stock, no par value, or
         any other equity securities of the Company designated by the Committee.

1.42     "Stock Option Gain Account" shall mean the aggregate value, measured on
         any give  date,  of (i) the  number of shares  of Stock  deferred  by a
         Participant  as a result of all Annual Stock Option Gain Amounts,  less
         (ii) the number of such shares of Stock  previously  distributed to the
         Participant or his  Beneficiary  pursuant to this Plan. This portion of
         the Participant's Account Balance shall only be distributable in actual
         shares of Stock.

1.43     "Substantial Change in Ownership" shall mean a transaction or series of
         transactions in which a Controlling  Interest in the Company or Bank is
         acquired by or for a person or business entity, either of which did not
         own,  either  directly or  indirectly,  a  Controlling  Interest in the
         Company or Bank.  The above shall not apply to stock  purchased  by any
         tax-qualified  employee  stock  ownership  plan or such type of benefit
         plan sponsored by the Company or any of its subsidiaries.

1.44     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.45     "Termination of Employment"  shall mean the severing of employment with
         all Employers,  or service as a Director of all Employers,  voluntarily
         or  involuntarily,  for any  reason  other than  Retirement,  Long-Term
         Disability,  death or an authorized leave of absence.  If a Participant
         is both an Employee and a Director,  a Termination of Employment  shall
         occur only upon the  termination of the last position  held;  provided,
         however, that such a Participant may elect, at least three years before
         Termination  of  Employment  and in  accordance  with the  policies and
         procedures established by the Committee,  to be treated for purposes of
         this Plan as having experienced a Termination of Employment at the time
         he or she ceases employment with an Employer as an Employee.

1.46     "Trust"  shall mean one or more  trusts  established  pursuant  to that
         certain Master Trust Agreement, dated as of January 1, 2002 between the
         Company and the trustee named therein, as amended from time to time.

1.47     "Unforeseeable   Financial   Emergency"  shall  mean  an  unanticipated
         emergency  that  is  caused  by an  event  beyond  the  control  of the
         Participant  that  would  result in severe  financial  hardship  to the
         Participant  resulting  from (i) a sudden  and  unexpected  illness  or
         accident of the Participant or a dependent of the  Participant,  (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary  and unforeseeable  circumstances  arising as a result of
         events beyond the control of the Participant,  all as determined in the
         sole discretion of the Committee.

1.48     "Years of Service" shall mean the total number of full years in which a
         Participant has been employed by one or more Employers. For purposes of
         this definition, a year of employment shall be a 365 day period (or 366
         day  period in the case of a leap  year)  that,  for the first  year of
         employment,  commences on the  Employee's  date of hiring and that, for
         any subsequent  year,  commences on an anniversary of that hiring date.
         The Committee shall make a determination as to whether any partial year
         of employment shall be counted as a Year of Service.

                                    ARTICLE 2
                       Selection, Enrollment, Eligibility

2.1      Selection by Committee. Participation in the Plan shall be limited to a
         select  group  of  management  and  highly  compensated  Employees  and
         Directors of the Employers,  as determined by the Committee in its sole
         discretion.  From that group,  the Committee shall select,  in its sole
         discretion, Employees and Directors to participate in the Plan.

2.2      Enrollment Requirements. As a condition to participation, each selected
         Employee  or  Director  shall  complete,  execute  and  return  to  the
         Committee  a  Plan  Agreement,  an  Election  Form  and  a  Beneficiary
         Designation  Form,  all  within  thirty  (30)  days  after he or she is
         selected to participate in the Plan. In addition,  the Committee  shall
         establish from time to time such other  enrollment  requirements  as it
         determines in its sole discretion are necessary.

2.3      Eligibility;  Commencement  of  Participation.  Provided an Employee or
         Director  selected to  participate  in the Plan has met all  enrollment
         requirements  set forth in this  Plan and  required  by the  Committee,
         including  returning all required documents to the Committee within the
         specified  time  period,  that  Employee  or  Director  shall  commence
         participation  in the Plan on the first day of the month  following the
         month in which  the  Employee  or  Director  completes  all  enrollment
         requirements.  If an  Employee  or a  Director  fails  to meet all such
         requirements  within the period  required,  in accordance  with Section
         2.2, that Employee or Director  shall not be eligible to participate in
         the Plan until the first day of the Plan Year following the delivery to
         and acceptance by the Committee of the required documents.

2.4      Termination  of  Participation  and/or  Deferrals.   If  the  Committee
         determines  in good faith that a Participant  no longer  qualifies as a
         member of a select group of management or highly compensated employees,
         as membership  in such group is determined in accordance  with Sections
         201(2),  301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion,  to (i) terminate any deferral  election
         the  Participant  has made for the  remainder of the Plan Year in which
         the  Participant's   membership   status  changes,   (ii)  prevent  the
         Participant   from  making  future  deferral   elections  and/or  (iii)
         immediately distribute the Participant's then vested Account Balance as
         a Termination Benefit and terminate the Participant's  participation in
         the Plan.

                                    ARTICLE 3
     Deferral Commitments/Stock Option Gain Amounts/Vesting/Crediting/Taxes

3.1     Minimum Deferrals.

     (a)  Base Annual Salary,  Annual Bonus and  Director's  Fees. For each Plan
          Year, a Participant  may elect to defer, as his or her Annual Deferral
          Amount,  a combined  minimum of $2,500 of Base Annual  Salary,  Annual
          Bonus  and/or  Directors  Fees.  If an  election is made for less than
          stated minimum amounts, or if no election is made, the amount deferred
          shall be zero.

     (b)  Annual Stock Option Gain Amount.  For each Eligible  Stock  Option,  a
          Participant may elect to defer, as his or her Annual Stock Option Gain
          Amount,  the following  minimum  percentage  of  Qualifying  Gain with
          respect to exercise of the Eligible Stock Option:

                  Deferral                       Minimum Percentage
              ---------------                    ------------------
              Qualifying Gain                            0%

           If no election is made, the amount deferred shall be zero.

     (c)  Short Plan Year. Notwithstanding the foregoing, if a Participant first
          becomes a Participant  after the first day of a Plan Year, the minimum
          Annual  Deferral  Amount  shall be an amount  equal to the minimum set
          forth above,  multiplied by a fraction,  the numerator of which is the
          number  of  complete  months  remaining  in  the  Plan  Year  and  the
          denominator of which is 12.

3.2      Maximum Deferrals.

     (a)  Base Annual  Salary,  Annual Bonus and Directors  Fees.  For each Plan
          Year, a Participant  may elect to defer, as his or her Annual Deferral
          Amount,  Base Annual Salary,  Annual Bonus and/or Directors Fees up to
          the following maximum percentages for each deferral elected:

                   Deferral                      Maximum Amount
              ------------------                 --------------
              Base Annual Salary                       90%
              Annual Bonus                             100%
              Directors Fees                           100%

     (b)  Annual Stock Option Gain Amount.  For each Eligible  Stock  Option,  a
          Participant may elect to defer, as his or her Annual Stock Option Gain
          Amount,  Qualifying Gain up to the following  maximum  percentage with
          respect to exercise of the Eligible Stock Option:

                  Deferral                       Maximum Percentage
              ---------------                    ------------------
              Qualifying Gain                           100%

          Annual Stock Option Gain Amounts may also be limited by other terms or
          conditions set forth in the stock option plan or agreement under which
          such options are granted.

     (c)  Short Plan Year. Notwithstanding the foregoing, if a Participant first
          becomes a Participant  after the first day of a Plan Year, the maximum
          Annual  Deferral  Amount with  respect to Base Annual  Salary,  Annual
          Bonus  and   Directors   Fees  shall  be  limited  to  the  amount  of
          compensation  not yet  earned  by the  Participant  as of the date the
          Participant  submits  a  Plan  Agreement  and  Election  Form  to  the
          Committee for acceptance.

3.3      Election to Defer; Effect of Election Form.

     (a)  First Plan Year. In connection  with a  Participant's  commencement of
          participation  in the Plan, the Participant  shall make an irrevocable
          deferral election for the Plan Year in which the Participant commences
          participation  in the Plan,  along  with such other  elections  as the
          Committee  deems  necessary  or  desirable  under the Plan.  For these
          elections to be valid,  the Election Form must be completed and signed
          by the  Participant,  timely delivered to the Committee (in accordance
          with  Section  2.2  above)  and  accepted  by  the   Committee.   Each
          Participant  electing  to  participate  in the Plan on January 1, 2002
          must  complete,  sign and  deliver  to the  Committee  no  later  than
          December  14,  2001,  the documents set forth in Section 2.2 and such
          other documents as the Committee deems necessary or desirable.

     (b)  Subsequent  Plan Years.  For each succeeding Plan Year, an irrevocable
          deferral  election for that Plan Year, and such other elections as the
          Committee deems  necessary or desirable under the Plan,  shall be made
          by timely  delivering to the Committee,  in accordance  with its rules
          and  procedures,  before the end of the Plan Year  preceding  the Plan
          Year for which the election is made, a new Election  Form.  If no such
          Election Form is timely delivered for a Plan Year, the Annual Deferral
          Amount shall be zero for that Plan Year.

     (c)  Stock Option Deferral.  For an election to defer gain upon an Eligible
          Stock Option exercise to be valid:  (i) a separate  Election Form must
          be  completed  and  signed  by the  Participant  with  respect  to the
          Eligible Stock Option; (ii) the Election Form must be timely delivered
          to the Committee and accepted by the Committee at least six (6) months
          prior to the date the  Participant  elects to  exercise  the  Eligible
          Stock Option;  (iii) the Eligible Stock Option must be exercised using
          an actual Stock-for-Stock  payment method; and (iv) the Stock actually
          or  constructively  delivered  by  the  Participant  to  exercise  the
          Eligible Stock Option must have been owned by the  Participant  during
          the entire six (6) month period prior to its delivery.

3.4      Withholding of Annual  Deferral  Amounts.  For each Plan Year, the Base
         Annual Salary portion of the Annual  Deferral  Amount shall be withheld
         from each  regularly  scheduled  Base  Annual  Salary  payroll in equal
         amounts,  as adjusted  from time to time for increases and decreases in
         Base Annual Salary.  The Annual Bonus and/or  Directors Fees portion of
         the Annual  Deferral  Amount  shall be  withheld at the time the Annual
         Bonus  or  Directors  Fees  are  or  otherwise  would  be  paid  to the
         Participant, whether or not this occurs during the Plan Year itself.

3.5      Annual Stock Option Gain  Amount.  Subject to any terms and  conditions
         imposed by the Committee,  Participants  may elect to defer,  under the
         Plan,  all or some  portion  of  Qualifying  Gains  attributable  to an
         Eligible  Stock  Option  exercise,  which  amount  shall  be  for  that
         Participant the Annual Stock Option Gain Amount for that Plan Year. The
         portion of any Qualifying  Gains shall be reflected on the books of the
         Company as an unfunded, unsecured promise to deliver to the Participant
         a specific number of actual shares of Stock in the future.  Such shares
         of Stock  would  otherwise  have  been  delivered  to the  Participant,
         pursuant  to  the  Eligible   Stock  Option   exercise,   but  for  the
         Participant's election to defer.

3.6      Investment  of  Trust  Assets.  The  Trustee  of  the  Trust  shall  be
         authorized,  upon written  instructions  received from the Committee or
         investment  manager appointed by the Committee,  to invest and reinvest
         the  assets  of the  Trust  in  accordance  with the  applicable  Trust
         Agreement,  including the disposition of stock and  reinvestment of the
         proceeds  in  one  or  more  investment   vehicles  designated  by  the
         Committee.

3.7      Vesting.  A  Participant  shall at all  times be 100%  vested in his or
         her  Deferral  Account  and Stock Option Gain Account.

3.8      Crediting/Debiting of Account Balances. In accordance with, and subject
         to, the rules and procedures that are established  from time to time by
         the  Committee,  in its sole  discretion,  amounts shall be credited or
         debited  to a  Participant's  Account  Balance in  accordance  with the
         following rules:

     (a)  Election of  Measurement  Funds.  Subject to Section  3.8(d) below,  a
          Participant,  in connection with his or her initial deferral  election
          in accordance with Section 3.3(a) above,  shall elect, on the Election
          Form, one or more Measurement  Fund(s) (as described in Section 3.8(c)
          below) to be used to  determine  the amounts to be credited or debited
          to his or her Account  Balance.  Subject to Section 3.8(d) below,  the
          Participant  may (but is not  required  to) elect,  by  submitting  an
          Election Form to the Committee that is accepted by the  Committee,  to
          add or delete one or more Measurement  Fund(s) to be used to determine
          the amounts to be  credited or debited to his or her Account  Balance,
          or to change the portion of his or her Account  Balance  allocated  to
          each previously or newly elected  Measurement  Fund. If an election is
          made in accordance  with the previous  sentence,  it shall apply as of
          the first business day deemed reasonably practicable by the Committee,
          in its  sole  discretion,  and  shall  continue  thereafter  for  each
          subsequent  day in which  the  Participant  participates  in the Plan,
          unless changed in accordance with the previous sentence.

     (b)  Proportionate  Allocation. In making any election described in Section
          3.8(a) above,  the Participant  shall specify on the Election Form, in
          increments of one percent (1%),  the  percentage of his or her Account
          Balance,  excluding the portion of the Account Balance attributable to
          the Stock Option Gain Account,  to be allocated to a Measurement  Fund
          (as if the  Participant  was making an investment in that  Measurement
          Fund with that portion of his or her Account Balance). As described in
          Section 3.8(d) below, a Participant's  Stock Option Gain Account shall
          be deemed at all times to be  invested  in the  Trustmark  Corporation
          Stock Unit Fund.

     (c)  Measurement  Funds.  Subject to Section 3.8(d) below,  the Participant
          may elect one or more of the  measurement  funds  listed at Appendix A
          (the  "Measurement  Funds"),  based on certain  mutual funds,  for the
          purpose of  crediting  or  debiting  additional  amounts to his or her
          Account  Balance.  As  necessary,  the  Committee  may,  in  its  sole
          discretion,  discontinue,  substitute or add a Measurement  Fund. Each
          such  action  will take  effect  as of the  first day of the  calendar
          quarter  that  follows  by  thirty  (30)  days  the day on  which  the
          Committee gives Participants advance written notice of such change.

     (d)  Trustmark  Corporation  Stock Unit Fund. A Participant's  Stock Option
          Gain  Account  will  be  automatically   allocated  to  the  Trustmark
          Corporation Stock Unit Fund as the Measurement Fund.  Participants may
          not  select any other  Measurement  Fund to be used to  determine  the
          amounts to be credited or debited to their Stock Option Gain  Account.
          Furthermore, no other portion of the Participant's Account Balance can
          be  either  initially  allocated  or  re-allocated  to  the  Trustmark
          Corporation Stock Unit Fund.

     (e)  Crediting  or  Debiting  Method.   The  performance  of  each  elected
          Measurement  Fund (either  positive or negative) will be determined by
          the Committee, in its reasonable discretion,  based on the performance
          of the Measurement Funds themselves.  A Participant's  Account Balance
          shall be credited or debited on a daily basis based on the performance
          of each Measurement Fund selected by the Participant, such performance
          being determined by the Committee in its sole discretion.

     (f)  No Actual Investment. Notwithstanding any other provision of this Plan
          that may be interpreted to the contrary,  the Measurement Funds are to
          be used for measurement purposes only, and a Participant's election of
          any  such  Measurement  Fund,  the  allocation  to his or her  Account
          Balance  thereto,  the  calculation  of  additional  amounts  and  the
          crediting  or  debiting  of such  amounts to a  Participant's  Account
          Balance  shall not be  considered  or  construed  in any  manner as an
          actual   investment  of  his  or  her  Account  Balance  in  any  such
          Measurement  Fund.  In the event that the  Company or the  Trustee (as
          that term is defined in the Trust), in its own discretion,  decides to
          invest funds in any or all of the  Measurement  Funds,  no Participant
          shall have any rights in or to such  investments  themselves.  Without
          limiting the foregoing,  a Participant's  Account Balance shall at all
          times  be a  bookkeeping  entry  only  and  shall  not  represent  any
          investment made on his or her behalf by the Company or the Trust;  the
          Participant  shall at all times  remain an  unsecured  creditor of the
          Company.

3.9      FICA and Other Taxes.

     (a)  Annual  Deferral  Amounts.  For each  Plan  Year in  which  an  Annual
          Deferral   Amount  is  being   withheld   from  a   Participant,   the
          Participant's  Employer(s)  shall  withhold  from that  portion of the
          Participant's  Base Annual Salary,  and Annual Bonus that is not being
          deferred, in a manner determined by the Employer(s), the Participant's
          share of FICA and  other  employment  taxes  on such  Annual  Deferral
          Amount.  If necessary,  the  Committee may reduce the Annual  Deferral
          Amount in order to comply with this Section 3.9.

     (b)  Annual  Stock  Option  Gain  Amounts.  For each  Plan Year in which an
          Annual  Stock  Option  Gain  Amount  is being  first  withheld  from a
          Participant,  the  Participant's  Employer(s) shall withhold from that
          portion of the  Participant's  Base Annual  Salary,  Annual  Bonus and
          Qualifying Gains that are not being deferred,  in a manner  determined
          by  the  Employer(s),  the  Participant's  share  of  FICA  and  other
          employment  taxes  on  such  Annual  Stock  Option  Gain  Amount.   If
          necessary,  the  Committee  may reduce the Annual  Stock  Option  Gain
          Amount in order to comply with this Section 3.9.

     (c)  Distributions.  The Participant's  Employer(s),  or the trustee of the
          Trust,  shall  withhold from any payments made to a Participant  under
          this Plan all federal,  state and local income,  employment  and other
          taxes  required to be withheld by the  Employer(s),  or the trustee of
          the Trust,  in  connection  with such  payments,  in amounts  and in a
          manner to be determined in the sole  discretion of the Employer(s) and
          the trustee of the Trust.

                                    ARTICLE 4
             Short-Term Payout; Unforeseeable Financial Emergencies;
                               Withdrawal Election

4.1      Short-Term  Payout. In connection with each election to defer an Annual
         Deferral  Amount,  a  Participant  may  irrevocably  elect to receive a
         future  "Short-Term  Payout"  from the Plan  with  respect  to all or a
         portion  of such  Annual  Deferral  Amount.  Subject  to the  Deduction
         Limitation,  the  Short-Term  Payout  shall be a lump sum payment in an
         amount that is equal to the portion of the Annual  Deferral  Amount the
         Participant  elected to have  distributed  as a Short-Term  Payout plus
         amounts credited or debited in the manner provided in Section 3.8 above
         on that  amount,  determined  at the time  that the  Short-Term  Payout
         becomes  payable.  Subject to the  Deduction  Limitation  and the other
         terms and conditions of this Plan, each Short-Term Payout elected shall
         be paid out during a sixty (60) day period commencing immediately after
         the first day of any Plan Year designated by the Participant.  The Plan
         Year  designated  by the  Participant  must be at least two Plan  Years
         after the Plan Year in which the  Annual  Deferral  Amount is  actually
         deferred. By way of example, if a two year Short-Term Payout is elected
         for  Annual  Deferral  Amounts  that  are  deferred  in the  Plan  Year
         commencing January 1, 2002, the two year Short-Term Payout would become
         payable during a sixty (60) day period commencing January 1, 2005. With
         respect to each  Short-Term  Payout,  the Participant may change his or
         her election one time only to an allowable  alternative  payout date by
         submitting a new Election Form to the Committee,  provided that (i) any
         such Election Form is submitted at least  thirteen (13) months prior to
         the Participant's original distribution date, (ii) the new distribution
         date being selected is later than the original  distribution  date, and
         (iii)  the  Election  Form is  accepted  by the  Committee  in its sole
         discretion.

4.2      Other Benefits Take Precedence Over  Short-Term.  Should an event occur
         that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
         Amount, plus amounts credited or debited thereon,  that is subject to a
         Short-Term  Payout  election  under  Section  4.1  shall not be paid in
         accordance  with Section 4.1 but shall be paid in  accordance  with the
         other applicable Article.

4.3      Withdrawal  Payout/Suspensions for Unforeseeable Financial Emergencies.
         If the Participant  experiences an Unforeseeable  Financial  Emergency,
         the Participant may petition the Committee to (i) suspend any deferrals
         required to be made by a  Participant  and/or (ii) receive a partial or
         full  payout from the Plan.  The payout  shall not exceed the lesser of
         the Participant's vested Account Balance,  excluding the portion of the
         Account  Balance   attributable  to  the  Stock  Option  Gain  Account,
         calculated as if such Participant were receiving a Termination Benefit,
         or the amount reasonably needed to satisfy the Unforeseeable  Financial
         Emergency.  If, subject to the sole  discretion of the  Committee,  the
         petition for a suspension  and/or payout is approved,  suspension shall
         take  effect  upon the date of  approval  and any payout  shall be made
         within  sixty  (60) days of the date of  approval.  The  payment of any
         amount  under this  Section  4.3 shall not be subject to the  Deduction
         Limitation.

4.4      Withdrawal  Election.  A Participant (or, after a Participant's  death,
         his or her  Beneficiary) may elect, at any time, to withdraw all of his
         or her vested  Account  Balance,  excluding  the portion of the Account
         Balance attributable to the Stock Option Gain Account, calculated as if
         there had occurred a  Termination  of  Employment  as of the day of the
         election,  less a withdrawal  penalty  equal to 10% of such amount (the
         net amount  shall be  referred  to as the  "Withdrawal  Amount").  This
         election can be made at any time, before or after Retirement, Long-Term
         Disability,  Short-Term Disability, death or Termination of Employment,
         and whether or not the Participant  (or  Beneficiary) is in the process
         of being paid pursuant to an installment  payment schedule.  No partial
         withdrawals of the Account  Balance shall be allowed.  The  Participant
         (or his or her  Beneficiary)  shall  make this  election  by giving the
         Committee  advance  written notice of the election in a form determined
         from  time to time by the  Committee.  The  Participant  (or his or her
         Beneficiary) shall be paid the Withdrawal Amount within sixty (60) days
         of his or her  election.  Once  the  Withdrawal  Amount  is  paid,  the
         Participant's  participation  in the Plan  shall be  suspended  for the
         remainder  of the Plan Year in which the  election  is made and for the
         subsequent Plan Year. The payment of this  Withdrawal  Amount shall not
         be subject to the Deduction Limitation.

                                    ARTICLE 5
                               Retirement Benefit

5.1      Retirement Benefit.  Subject to the Deduction Limitation, a Participant
         who Retires shall receive, as a  Retirement  Benefit, his or her vested
         Account Balance.

5.2      Payment of Retirement Benefit. A Participant, in connection with his or
         her  commencement  of  participation  in the  Plan,  shall  elect on an
         Election  Form to  receive  the  Retirement  Benefit  in a lump  sum or
         pursuant to an Annual Installment Method for between 2 and 20 years. At
         any time,  either before a Participant has begun  receiving  Retirement
         Benefit  payments or during the annual  installment  payment period,  a
         Participant  may elect to shorten or lengthen  the  Retirement  Benefit
         payment period to any allowable alternative payout period by submitting
         a new  Election  Form  to the  Committee.  The  Election  Form  must be
         accepted by the Committee in its sole discretion and shall be effective
         solely with respect to those payments that are due and payable at least
         thirteen (13) months from the date the Election Form is tendered to the
         Committee.  An allowable alternative payout period shall include a lump
         sum payment or annual installment  payments;  provided,  however, in no
         event shall a  Participant  be allowed to select an annual  installment
         payment period that exceeds twenty (20) years, reduced by the number of
         annual installment  payments already received by the Participant.  Upon
         the Committee's  acceptance of the new Election Form, the Participant's
         remaining  unpaid vested Account  Balance shall be annuitized  over the
         newly selected payout period.  The Election Form most recently accepted
         by the Committee shall govern the payout of the Retirement  Benefit. If
         a Participant does not make any election with respect to the payment of
         the  Retirement  Benefit,  then such benefit shall be payable in a lump
         sum. The lump sum payment shall be made, or installment  payments shall
         commence,  no later than sixty (60) days after the last day of the Plan
         Year in which  the  Participant  Retires.  Any  payment  made  shall be
         subject to the Deduction Limitation.

5.3      Death Prior to Completion of Retirement  Benefit. If a Participant dies
         after Retirement but before the Retirement Benefit is paid in full, the
         Participant's  unpaid  Retirement  Benefit  payments shall continue and
         shall be paid to the  Participant's  Beneficiary (a) over the remaining
         number of years and in the same amounts as that benefit would have been
         paid to the Participant had the Participant  survived, or (b) in a lump
         sum, if requested by the Beneficiary and allowed in the sole discretion
         of the Committee,  that is equal to the Participant's  unpaid remaining
         vested  Account  Balance.  The lump  sum  payment  shall  be  made,  or
         installment  payments  shall  commence,  no later  than sixty (60) days
         after the last day of the Plan Year in which the  Committee is provided
         with proof that is satisfactory  to the Committee of the  Participant's
         death. Any payment made shall be subject to the Deduction Limitation.

                                    ARTICLE 6
                         Pre-Retirement Survivor Benefit

6.1      Pre-Retirement  Survivor Benefit.  Subject to the Deduction Limitation,
         the Participant's  Beneficiary shall receive a Pre-Retirement  Survivor
         Benefit  equal  to the  Participant's  vested  Account  Balance  if the
         Participant dies before he or she Retires, experiences a Termination of
         Employment or suffers a Long-Term Disability.

6.2      Payment of  Pre-Retirement  Survivor  Benefit.  If the  Participant was
         eligible  for  Retirement  at  the  time  of  his  or  her  death,  the
         Pre-Retirement  Survivor  Benefit  shall  be paid to the  Participant's
         Beneficiary (a) over the number of years and in the same amounts as the
         Retirement  Benefit  would  have been paid to the  Participant  had the
         Participant survived and Retired, or (b) in a lump sum, if requested by
         the Beneficiary and allowed in the sole discretion of the Committee. If
         the  Participant  was not eligible for Retirement at the time of his or
         her death and the  Participant's  vested Account Balance at the time of
         his or her  death is  $100,000  or less,  the  Pre-Retirement  Survivor
         Benefit  shall  be  paid  in a lump  sum.  If the  Participant  was not
         eligible  for  Retirement  at the  time  of his or her  death  and  the
         Participant's  vested  Account  Balance  at such time is  greater  than
         $100,000,  the  Pre-Retirement  Survivor  Benefit  shall be paid to the
         Participant's Beneficiary in the form selected by the Committee, in its
         sole  discretion,  which may be either  (a) a lump sum or (b) an Annual
         Installment  Method of three (3) years.  The lump sum payment  shall be
         made, or installment payments shall commence,  no later than sixty (60)
         days  after  the last day of the Plan Year in which  the  Committee  is
         provided  with  proof  that is  satisfactory  to the  Committee  of the
         Participant's death. Any payment made shall be subject to the Deduction
         Limitation.

                                    ARTICLE 7
                               Termination Benefit

7.1      Termination  Benefit.   Subject  to  the  Deduction   Limitation,   the
         Participant shall receive a Termination  Benefit,  which shall be equal
         to  the   Participant's   vested  Account   Balance  if  a  Participant
         experiences a Termination of Employment prior to his or her Retirement,
         death or Long-Term Disability.

7.2      Payment of Termination  Benefit.  If the  Participant's  vested Account
         Balance at the time of his or her Termination of Employment is $100,000
         or less,  payment of his or her Termination  Benefit shall be paid in a
         lump sum. If his or her vested Account  Balance at such time is greater
         than $100,000,  the Committee,  in its sole  discretion,  may cause the
         Termination Benefit to be paid (a) in a lump sum, or (b) pursuant to an
         Annual  Installment  Method of three (3)  years.  The lump sum  payment
         shall be made, or installment  payments shall  commence,  no later than
         sixty  (60)  days  after  the last day of the  Plan  Year in which  the
         Participant experiences the Termination of Employment. Any payment made
         shall be subject to the Deduction Limitation.

7.3      Death Prior to Completion of Termination Benefit. If a Participant dies
         after  Termination of Employment but before the Termination  Benefit is
         paid in full, the  Participant's  unpaid  Termination  Benefit payments
         shall continue and shall be paid to the  Participant's  Beneficiary (a)
         over the  remaining  number  of years and in the same  amounts  as that
         benefit  would have been paid to the  Participant  had the  Participant
         survived,  or (b) in a lump sum, if  requested by the  Beneficiary  and
         allowed in the sole  discretion of the Committee,  that is equal to the
         Participant's  unpaid remaining  vested Account  Balance.  The lump sum
         payment shall be made, or installment payments shall commence, no later
         than  sixty  (60) days after the last day of the Plan Year in which the
         Committee is provided with proof that is  satisfactory to the Committee
         of the  Participant's  death.  Any payment made shall be subject to the
         Deduction Limitation.

                                    ARTICLE 8
                          Disability Waiver and Benefit

8.1      Disability.

     (a)  Continued Deferral. If a Participant is determined by the Committee to
          be both (i) suffering from a Short-Term  Disability and (ii) receiving
          100 percent of his or her Base Annual Salary during the period of such
          Short-Term  Disability,  then the Participant's Annual Deferral Amount
          shall  continue  to be  withheld  during  such  period  of  Short-Term
          Disability in accordance with Section 3.3.

     (b)  Waiver of Deferral. If a Participant is determined by the Committee to
          be both (i) suffering from a Short-Term Disability and, (ii) receiving
          less than 100  percent  of his or her Base  Annual  Salary  during the
          period of such Short-Term  Disability,  then such Participant shall be
          excused from (a) fulfilling that portion of the Annual Deferral Amount
          commitment   that  would   otherwise   have  been   withheld   from  a
          Participant's Base Annual Salary,  Annual Bonus and Directors Fees for
          the Plan Year during which the Participant  first suffers a Short-Term
          Disability and (b) fulfilling any existing  unexercised Eligible Stock
          Option commitments.  During the period of Short-Term  Disability,  the
          Participant  shall  not be  allowed  to make any  additional  deferral
          elections,  but will continue to be  considered a Participant  for all
          other purposes of this Plan.

     (c)  Deferral  Following  Disability.  If  a  Participant  (i)  returns  to
          employment with an Employer after a Short-Term  Disability ceases, and
          (ii)  payment  of  100  percent  of  his or  her  Base  Annual  Salary
          recommences,  the  Participant  may elect to defer an Annual  Deferral
          Amount  for the Plan  Year in which  both (i) and (ii)  occur  and for
          every Plan Year thereafter  while a Participant in the Plan;  provided
          such deferral  elections are otherwise allowed and an Election Form is
          delivered to and accepted by the  Committee  for each such election in
          accordance with Section 3.3 above.

8.2      Disability  Benefit.  A  Participant  suffering a Long-Term  Disability
         shall be deemed to have experienced a Termination of Employment,  or in
         the case of a Participant  who is eligible to Retire,  to have Retired,
         on the date on which such Participant is determined by the Committee to
         be suffering a Long-Term  Disability.  The Participant  shall receive a
         Disability  Benefit equal to his or her vested  Account  Balance at the
         time of the Committee's determination;  provided,  however, that should
         the Participant otherwise have been eligible to Retire, he or she shall
         be paid in  accordance  with  Article  5. If the  Participant's  vested
         Account  Balance  at the  time  of  the  Committee's  determination  is
         $100,000 or less,  payment of the Disability  Benefit will be made in a
         lump sum. If the  Participant's  vested Account  Balance at the time of
         the Committee's  determination is greater than $100,000, the Committee,
         in its sole discretion,  may cause the Disability Benefit to be paid in
         a lump sum or  pursuant  to an Annual  Installment  Method of three (3)
         years.  The lump sum payment  shall be made,  or  installment  payments
         shall  commence,  within sixty (60) days after the last day of the Plan
         Year in  which  the  Committee  determines  that  the  Participant  has
         suffered a Long-Term  Disability.  Any payment made shall be subject to
         the Deduction Limitation.

8.3      Death Prior to Completion of Disability  Benefit. If a Participant dies
         after his or her Long-Term Disability but before the Disability Benefit
         is paid in full, the Participant's  unpaid Disability  Benefit payments
         shall continue and shall be paid to the  Participant's  Beneficiary (a)
         over the  remaining  number  of years and in the same  amounts  as that
         benefit  would have been paid to the  Participant  had the  Participant
         survived,  or (b) in a lump sum, if  requested by the  Beneficiary  and
         allowed in the sole  discretion of the Committee,  that is equal to the
         Participant's  unpaid remaining  vested Account  Balance.  The lump sum
         payment shall be made, or installment payments shall commence, no later
         than  sixty  (60) days after the last day of the Plan Year in which the
         Committee is provided with proof that is  satisfactory to the Committee
         of the  Participant's  death.  Any payment made shall be subject to the
         Deduction Limitation.

                                    ARTICLE 9
                             Beneficiary Designation

9.1      Beneficiary.  Each  Participant  shall have the right,  at any time, to
         designate  his  or  her  Beneficiary(ies)  (both  primary  as  well  as
         contingent)  to  receive  any  benefits  payable  under  the  Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or  different  from the  Beneficiary
         designation   under  any  other  plan  of  an  Employer  in  which  the
         Participant participates.

9.2      Beneficiary  Designation;  Change. A Participant shall designate his or
         her Beneficiary by completing and signing the  Beneficiary  Designation
         Form,  and returning it to the  Committee or its  designated  agent.  A
         Participant shall have the right to change a Beneficiary by completing,
         signing  and  otherwise  complying  with the  terms of the  Beneficiary
         Designation Form and the Committee's rules and procedures, as in effect
         from  time to  time.  Upon the  acceptance  by the  Committee  of a new
         Beneficiary  Designation Form, all Beneficiary  designations previously
         filed shall be canceled. The Committee shall be entitled to rely on the
         last Beneficiary Designation Form filed by the Participant and accepted
         by the Committee prior to his or her death.

9.3      Acknowledgment.   No   designation   or change  in   designation  of  a
         Beneficiary  shall  be   effective  until  received and acknowledged in
         writing by the Committee or its designated agent.

9.4      No  Beneficiary  Designation.  If a  Participant  fails to  designate a
         Beneficiary  as provided in Sections  9.1, 9.2 and 9.3 above or, if all
         designated  Beneficiaries  predecease  the  Participant or die prior to
         complete   distribution  of  the  Participant's   benefits,   then  the
         Participant's  designated  Beneficiary shall be deemed to be his or her
         surviving  spouse.  If the  Participant  has no surviving  spouse,  the
         benefits  remaining under the Plan to be paid to a Beneficiary shall be
         payable to the executor or personal representative of the Participant's
         estate.

9.5      Doubt  as to  Beneficiary.  If the  Committee  has any  doubt as to the
         proper  Beneficiary  to receive  payments  pursuant  to this Plan,  the
         Committee shall have the right, exercisable in its discretion, to cause
         the Participant's  Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

9.6      Discharge of  Obligations.  The payment of benefits under the Plan to a
         Beneficiary shall fully and completely  discharge all Employers and the
         Committee from all further  obligations under this Plan with respect to
         the Participant,  and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.

                                   ARTICLE 10
                                Leave of Absence

10.1     Paid  Leave  of  Absence.   If  a  Participant  is  authorized  by  the
         Participant's  Employer  for any reason to take a paid leave of absence
         from the employment of the Employer,  the Participant shall continue to
         be considered  employed by the Employer and the Annual  Deferral Amount
         and Annual  Stock  Option  Gain  Amount  shall  continue to be withheld
         during such paid leave of absence in accordance with Section 3.3.

10.2     Unpaid  Leave  of  Absence.  If a  Participant  is  authorized  by  the
         Participant's  Employer  for any  reason  to take an  unpaid  leave  of
         absence from the  employment of the  Employer,  the  Participant  shall
         continue to be considered  employed by the Employer and the Participant
         shall be excused  from making  deferrals  until the earlier of the date
         the leave of  absence  expires  or the  Participant  returns  to a paid
         employment  status.  Upon such  expiration or return,  deferrals  shall
         resume  for  the  remaining  portion  of the  Plan  Year in  which  the
         expiration or return occurs,  based on the deferral  election,  if any,
         made for that Plan Year. If no election was made for that Plan Year, no
         deferral shall be withheld.

                                   ARTICLE 11
                     Termination, Amendment or Modification

11.1     Termination.  Although each Employer  anticipates that it will continue
         the Plan for an indefinite  period of time,  there is no guarantee that
         any Employer  will  continue the Plan or will not terminate the Plan at
         any time in the future.  Accordingly,  each Employer reserves the right
         to discontinue its sponsorship of the Plan and/or to terminate the Plan
         at any time with respect to any or all of its  participating  Employees
         and  Directors,  by  action  of  its  board  of  directors.   Upon  the
         termination  of the  Plan  with  respect  to  any  Employer,  the  Plan
         Agreements  of the  affected  Participants  who  are  employed  by that
         Employer,  or in the  service  of that  Employer  as  Directors,  shall
         terminate and their vested Account Balances,  determined (i) as if they
         had  experienced  a  Termination  of  Employment  on the  date  of Plan
         termination;  or (ii) if Plan  termination  occurs  after the date upon
         which a Participant  was eligible to Retire,  then with respect to that
         Participant  as  if  he  or  she  had  Retired  on  the  date  of  Plan
         termination.  Such  benefits  shall  be  paid  to the  Participants  as
         follows:  (i) prior to a Change in Control,  if the Plan is  terminated
         with  respect to all of its  Participants,  an Employer  shall have the
         right, in its sole discretion,  and  notwithstanding any elections made
         by the  Participant,  to pay such benefits in a lump sum or pursuant to
         an Annual  Installment  Method of up to 5 years,  with amounts credited
         and debited during the installment  period as provided herein;  or (ii)
         prior to a Change in Control, if the Plan is terminated with respect to
         less than all of its Participants, an Employer shall be required to pay
         such benefits in a lump sum; or (iii) after a Change in Control, if the
         Plan is terminated with respect to some or all of its Participants, the
         Employer shall be required to pay such benefits in a lump sum within 60
         days of termination of the Plan. The  termination of the Plan shall not
         adversely affect any Participant or Beneficiary who has become entitled
         to the  payment  of any  benefits  under  the  Plan  as of the  date of
         termination;  provided however,  that the Employer shall have the right
         to  accelerate  installment  payments  without a premium or  prepayment
         penalty by paying the vested Account  Balance in a lump sum or pursuant
         to an Annual  Installment  Method using fewer years  (provided that the
         present  value of all  payments  that  will  have  been  received  by a
         Participant  at any given  point of time  under the  different  payment
         schedule  shall equal or exceed the present  value of all payments that
         would  have been  received  at that  point in time  under the  original
         payment schedule).

11.2     Amendment.  Any Employer may, at any time,  amend or modify the Plan in
         whole or in part with  respect  to that  Employer  by the action of its
         board of  directors;  provided,  however,  that:  (i) no  amendment  or
         modification  shall be effective to decrease or restrict the value of a
         Participant's  vested  Account  Balance  in  existence  at the time the
         amendment or modification is made, calculated as if the Participant had
         experienced a Termination of Employment as of the effective date of the
         amendment or modification  or, if the amendment or modification  occurs
         after the date upon which the Participant  was eligible to Retire,  the
         Participant  had Retired as of the  effective  date of the amendment or
         modification,  and (ii) no  amendment or  modification  of this Section
         11.2 or Section 12.2 of the Plan shall be  effective.  The amendment or
         modification   of  the  Plan  shall  not  affect  any   Participant  or
         Beneficiary  who has become  entitled to the payment of benefits  under
         the Plan as of the date of the  amendment  or  modification;  provided,
         however,   that  the  Employer  shall  have  the  right  to  accelerate
         installment payments by paying the vested Account Balance in a lump sum
         or pursuant to an Annual Installment Method using fewer years (provided
         that the present  value of all payments that will have been received by
         a Participant  at any given point of time under the  different  payment
         schedule  shall equal or exceed the present  value of all payments that
         would  have been  received  at that  point in time  under the  original
         payment schedule).

11.3     Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above,
         if a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Employer may only amend or terminate
         such provisions with the consent of the Participant.

11.4     Effect of Payment.  The full payment of the  applicable  benefit  under
         Articles  4, 5, 6, 7 or 8 of the Plan shall  completely  discharge  all
         obligations to a Participant  and his or her  designated  Beneficiaries
         under this Plan and the Participant's Plan Agreement shall terminate.

                                   ARTICLE 12
                                 Administration

12.1     Committee Duties. Except as otherwise provided in this Article 12, this
         Plan shall be  administered  by a Committee  which shall consist of the
         Board,  or such  committee as the Board shall  appoint.  Members of the
         Committee may be Participants under this Plan. The Committee shall also
         have the discretion and authority to (i) make,  amend,  interpret,  and
         enforce all appropriate rules and regulations for the administration of
         this Plan and (ii)  decide or resolve any and all  questions  including
         interpretations of this Plan, as may arise in connection with the Plan.
         Any individual  serving on the Committee who is a Participant shall not
         vote or act on any matter relating  solely to himself or herself.  When
         making a determination or calculation,  the Committee shall be entitled
         to rely on information furnished by a Participant or the Company.

12.2     Administration  Upon Change In Control.  For purposes of this Plan, the
         Company  shall  be  the  "Administrator"  at  all  times  prior  to the
         occurrence of a Change in Control.  Upon and after the  occurrence of a
         Change in Control,  the  "Administrator"  shall be an independent third
         party  selected  by the Trustee and  approved  by the  individual  who,
         immediately  prior to such event,  was the  Company's  Chief  Executive
         Officer or, if not so identified, the Company's highest ranking officer
         (the "Ex-CEO"). The Administrator shall have the discretionary power to
         determine all questions  arising in connection with the  administration
         of the Plan and the interpretation of the Plan and Trust including, but
         not limited to benefit entitlement  determinations;  provided, however,
         upon and after the occurrence of a Change in Control, the Administrator
         shall have no power to direct the investment of Plan or Trust assets or
         select any investment  manager or custodial firm for the Plan or Trust.
         Upon and after the occurrence of a Change in Control, the Company must:
         (1)  pay  all  reasonable  administrative  expenses  and  fees  of  the
         Administrator;  (2)  indemnify  the  Administrator  against  any costs,
         expenses and liabilities including, without limitation, attorney's fees
         and  expenses  arising  in  connection  with  the  performance  of  the
         Administrator hereunder,  except with respect to matters resulting from
         the gross negligence or willful  misconduct of the Administrator or its
         employees or agents;  and (3) supply full and timely information to the
         Administrator  on all  matters  relating  to the Plan,  the Trust,  the
         Participants  and their  Beneficiaries,  the  Account  Balances  of the
         Participants,  the date and circumstances of the Retirement,  Long-Term
         Disability, death or Termination of Employment of the Participants, and
         such other pertinent  information as the  Administrator  may reasonably
         require.  Upon and after a Change in Control,  the Administrator may be
         terminated  (and a replacement  appointed) by the Trustee only with the
         approval  of the  Ex-CEO.  Upon and  after a  Change  in  Control,  the
         Administrator may not be terminated by the Company.

12.3     Agents.  In the  administration  of this Plan,  the Committee may, from
         time to time,  employ  agents and delegate to them such  administrative
         duties  as it sees  fit  (including  acting  through  a duly  appointed
         representative)  and may from time to time consult with counsel who may
         be counsel to any Employer.

12.4     Binding   Effect  of   Decisions.   The   decision  or  action  of  the
         Administrator  with  respect  to  any  question  arising  out  of or in
         connection with the  administration,  interpretation and application of
         the Plan and the rules and regulations  promulgated  hereunder shall be
         final and  conclusive  and binding upon all persons having any interest
         in the Plan.

12.5     Indemnity of Committee. All Employers shall indemnify and hold harmless
         the members of the  Committee,  any  Employee to whom the duties of the
         Committee may be delegated,  and the Administrator  against any and all
         claims,  losses,  damages,  expenses or  liabilities  arising  from any
         action or failure to act with respect to this Plan,  except in the case
         of willful  misconduct by the Committee,  any of its members,  any such
         Employee or the Administrator.

12.6     Employer  Information.  To enable the Committee and/or Administrator to
         perform its functions,  the Company and each Employer shall supply full
         and timely  information to the Committee and/or  Administrator,  as the
         case  may  be,  on all  matters  relating  to the  compensation  of its
         Participants,  the date and circumstances of the Retirement,  Long-Term
         Disability, death or Termination of Employment of its Participants, and
         such other pertinent  information as the Committee or Administrator may
         reasonably require.

                                   ARTICLE 13
                          Other Benefits and Agreements

13.1     Coordination   with  Other  Benefits.   The  benefits  provided  for  a
         Participant  and  Participant's  Beneficiary  under  the  Plan  are  in
         addition to any other benefits  available to such Participant under any
         other plan or program for employees of the Participant's  Employer. The
         Plan  shall  supplement  and shall not  supersede,  modify or amend any
         other  such  plan or  program  except  as may  otherwise  be  expressly
         provided.

                                   ARTICLE 14
                                Claims Procedures

14.1     Presentation  of Claim.  Any  Participant  or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a  "Claimant")  may  deliver  to the  Committee  a written  claim for a
         determination  with  respect  to  the  amounts  distributable  to  such
         Claimant  from the Plan.  If such a claim  relates to the contents of a
         notice  received by the  Claimant,  the claim must be made within sixty
         (60) days after such  notice was  received by the  Claimant.  All other
         claims must be made within 180 days of the date on which the event that
         caused  the  claim  to  arise  occurred.  The  claim  must  state  with
         particularity the determination desired by the Claimant.

14.2     Notification  of  Decision.  The  Committee shall consider a Claimant's
         claim  within  a  reasonable  time, and  shall  notify  the Claimant in
         writing:

     (a)  that the Claimant's  requested  determination  has been made, and that
          the claim has been allowed in full; or

     (b)  that the Committee has reached a conclusion  contrary,  in whole or in
          part, to the Claimant's requested determination,  and such notice must
          set forth in a manner calculated to be understood by the Claimant:

          (i)  the specific  reason(s) for the denial of the claim,  or any part
               of it;

          (ii) specific  reference(s)  to pertinent  provisions of the Plan upon
               which such denial was based;

          (iii)a description of any additional material or information necessary
               for the Claimant to perfect the claim,  and an explanation of why
               such material or information is necessary; and

          (iv) an  explanation  of  the  claim  review  procedure  set  forth in
               Section 14.3 below.

14.3     Review of a Denied  Claim.  Within  sixty (60) days after  receiving  a
         notice from the Committee that a claim has been denied,  in whole or in
         part, a Claimant (or the Claimant's duly authorized representative) may
         file with the Committee a written request for a review of the denial of
         the claim.  Thereafter,  but not later than  thirty (30) days after the
         review procedure began, the Claimant (or the Claimant's duly authorized
         representative):

     (a) may review pertinent documents;

     (b) may submit written comments or other documents; and/or

     (c) may request a hearing, which the Committee, in its sole discretion, may
         grant.

14.4     Decision on Review.  The Committee  shall render its decision on review
         promptly,  and not later  than  sixty  (60) days  after the filing of a
         written  request for review of the denial,  unless a hearing is held or
         other special  circumstances require additional time, in which case the
         Committee's  decision must be rendered within 120 days after such date.
         Such decision  must be written in a manner  calculated to be understood
         by the Claimant, and it must contain:

     (a) specific reasons for the decision;

     (b) specific reference(s) to the pertinent  Plan  provisions upon which the
         decision was based; and

     (c) such other matters as the Committee deems relevant.

14.5     Legal Action. A Claimant's  compliance with the foregoing provisions of
         this Article 14 is a mandatory  prerequisite  to a Claimant's  right to
         commence any legal action with respect to any claim for benefits  under
         this Plan.

                                   ARTICLE 15
                                      Trust

15.1     Establishment  of the Trust. The Company shall establish the Trust, and
         each Employer shall at least  annually  transfer over to the Trust such
         assets  as  the  Employer  determines,  in  its  sole  discretion,  are
         necessary  to provide,  on a present  value basis,  for its  respective
         future liabilities  created with respect to the Annual Deferral Amounts
         and Annual Stock Option Gain Amounts for such  Employer's  Participants
         for all  periods  prior  to the  transfer,  as well as any  debits  and
         credits to the Participants'  Account Balances for all periods prior to
         the transfer,  taking into consideration the value of the assets in the
         trust at the time of the transfer.

15.2     Interrelationship of the Plan and the Trust. The provisions of the Plan
         and the Plan  Agreement  shall  govern the rights of a  Participant  to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall  govern  the  rights  of  the  Employers,  Participants  and  the
         creditors of the Employers to the assets transferred to the Trust. Each
         Employer shall at all times remain liable to carry out its  obligations
         under the Plan.

15.3     Distributions  From the Trust.  Each Employer's  obligations  under the
         Plan may be  satisfied  with Trust assets  distributed  pursuant to the
         terms  of the  Trust,  and  any  such  distribution  shall  reduce  the
         Employer's obligations under this Plan.

                                   ARTICLE 16
                                  Miscellaneous

16.1     Status of Plan. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section  401(a) and that "is unfunded and is
         maintained  by an  employer  primarily  for the  purpose  of  providing
         deferred  compensation  for a select  group  of  management  or  highly
         compensated  employees"  within the meaning of ERISA  Sections  201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

16.2     Unsecured  General  Creditor.  Participants  and  their  Beneficiaries,
         heirs,  successors and assigns shall have no legal or equitable rights,
         interests  or claims in any  property  or  assets of an  Employer.  For
         purposes of the payment of benefits  under this Plan, any and all of an
         Employer's  assets  shall  be,  and  remain,  the  general,   unpledged
         unrestricted assets of the Employer. An Employer's obligation under the
         Plan shall be merely that of an unfunded and  unsecured  promise to pay
         money in the future.

16.3     Employer's  Liability.  An  Employer's  liability  for the  payment  of
         benefits shall be defined only by the Plan and the Plan  Agreement,  as
         entered into between the Employer and a Participant.  An Employer shall
         have no obligation to a Participant  under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

16.4     Nonassignability. Neither a Participant nor any other person shall have
         any right to  commute,  sell,  assign,  transfer,  pledge,  anticipate,
         mortgage or  otherwise  encumber,  transfer,  hypothecate,  alienate or
         convey in advance  of actual  receipt,  the  amounts,  if any,  payable
         hereunder,  or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the  amounts  payable  shall,  prior to actual  payment,  be subject to
         seizure,  attachment,  garnishment or sequestration  for the payment of
         any  debts,  judgments,  alimony  or  separate  maintenance  owed  by a
         Participant or any other person, be transferable by operation of law in
         the  event of a  Participant's  or any  other  person's  bankruptcy  or
         insolvency  or be  transferable  to a spouse as a result of a  property
         settlement or otherwise.

16.5     Not a Contract of  Employment.  The terms and  conditions  of this Plan
         shall not be deemed to constitute a contract of employment  between any
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment  relationship  that can be terminated at any
         time for any reason,  or no reason,  with or without cause, and with or
         without  notice,  unless  expressly  provided  in a written  employment
         agreement.  Nothing in this Plan shall be deemed to give a  Participant
         the right to be retained in the service of any  Employer,  either as an
         Employee or a Director,  or to interfere with the right of any Employer
         to discipline or discharge the Participant at any time.

16.6     Furnishing  Information.  A Participant or his or her Beneficiary  will
         cooperate  with the  Committee by  furnishing  any and all  information
         requested  by the  Committee  and take  such  other  actions  as may be
         requested in order to facilitate the administration of the Plan and the
         payments of  benefits  hereunder,  including  but not limited to taking
         such physical examinations as the Committee may deem necessary.

16.7     Terms. Whenever any words are used herein in the masculine,  they shall
         be  construed  as though  they were in the  feminine in all cases where
         they  would so apply;  and  whenever  any words are used  herein in the
         singular or in the plural,  they shall be construed as though they were
         used in the  plural or the  singular,  as the case may be, in all cases
         where they would so apply.

16.8     Captions. The captions of the articles, sections and paragraphs of this
         Plan are for  convenience  only and shall  not  control  or affect  the
         meaning or construction of any of its provisions.

16.9     Governing  Law.  Subject  to  ERISA,  the provisions of this Plan shall
         be  construed  and  interpreted according  to the internal  laws of the
         State  of   Mississippi   without  regard  to  its  conflicts  of  laws
         principles.

16.10    Notice.  Any notice or filing  required or permitted to be given to the
         Committee  under  this  Plan  shall be  sufficient  if in  writing  and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                                   Trustmark Corporation
                                   Attn:  Controller's Department
                                   P. O. Box 291
                                   Jackson, MS  39205

         Such notice  shall be deemed  given as of the date of  delivery  or, if
         delivery is made by mail,  as of the date shown on the  postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient  if in writing and  hand-delivered,
         or sent by mail, to the last known address of the Participant.

16.11    Successors.  The  provisions  of this Plan  shall bind and inure to the
         benefit of the  Participant's  Employer and its  successors and assigns
         and the Participant and the Participant's designated Beneficiaries.

16.12    Spouse's  Interest.  The interest in the benefits hereunder of a spouse
         of  a  Participant   who  has   predeceased   the   Participant   shall
         automatically  pass to the Participant and shall not be transferable by
         such spouse in any manner,  including  but not limited to such spouse's
         will,  nor  shall  such  interest  pass  under  the  laws of  intestate
         succession.

16.13    Validity.  In case any  provision  of this  Plan  shall be  illegal  or
         invalid for any reason,  said illegality or invalidity shall not affect
         the  remaining  parts  hereof,  but this Plan  shall be  construed  and
         enforced  as if such  illegal  or  invalid  provision  had  never  been
         inserted herein.

16.14    Incompetent.  If the  Committee  determines  in its  discretion  that a
         benefit  under  this Plan is to be paid to a minor,  a person  declared
         incompetent  or to a person  incapable of handling the  disposition  of
         that  person's  property,  the  Committee  may  direct  payment of such
         benefit to the guardian, legal representative or person having the care
         and  custody  of such  minor,  incompetent  or  incapable  person.  The
         Committee  may require proof of minority,  incompetence,  incapacity or
         guardianship,  as it may deem appropriate  prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary,  as the case may be,
         and shall be a complete  discharge of any liability  under the Plan for
         such payment amount.

16.15    Court Order. The Committee is authorized to make any payments  directed
         by court  order in any  action in which the Plan or the  Committee  has
         been named as a party. In addition, if a court determines that a spouse
         or former spouse of a Participant has an interest in the  Participant's
         benefits  under the Plan in  connection  with a property  settlement or
         otherwise, the Committee, in its sole discretion, shall have the right,
         notwithstanding  any election  made by a  Participant,  to  immediately
         distribute   the   spouse's   or  former   spouse's   interest  in  the
         Participant's benefits under the Plan to that spouse or former spouse.

16.16    Distribution in the Event of Taxation.

     (a)  In General.  If, for any reason, all or any portion of a Participant's
          benefits under this Plan becomes taxable to the  Participant  prior to
          receipt,  a Participant may petition the Committee  before a Change in
          Control, or the trustee of the Trust after a Change in Control,  for a
          distribution  of that  portion of his or her  benefit  that has become
          taxable.  Upon the grant of such a petition,  which grant shall not be
          unreasonably  withheld  (and,  after a  Change  in  Control,  shall be
          granted), a Participant's Employer shall distribute to the Participant
          immediately  available funds in an amount equal to the taxable portion
          of his or her benefit  (which amount shall not exceed a  Participant's
          unpaid  vested  Account  Balance  under the Plan).  If the petition is
          granted,  the tax liability  distribution shall be made within 90 days
          of the  date  when  the  Participant's  petition  is  granted.  Such a
          distribution  shall  affect and reduce the  benefits  to be paid under
          this Plan.

     (b)  Trust.  If the  Trust  terminates  in  accordance  with its  terms and
          benefits are distributed from the Trust to a Participant in accordance
          therewith, the Participant's benefits under this Plan shall be reduced
          to the extent of such distributions.

16.17    Insurance.  The  Employers,  on their  own  behalf  or on behalf of the
         trustee of the Trust, and, in their sole discretion,  may apply for and
         procure  insurance on the life of the Participant,  in such amounts and
         in such forms as the trustee of the Trust may choose.  The Employers or
         the trustee of the Trust,  as the case may be,  shall be the sole owner
         and  beneficiary of any such insurance.  The Participant  shall have no
         interest whatsoever in any such policy or policies,  and at the request
         of the Employers shall submit to medical  examinations  and supply such
         information  and  execute  such  documents  as may be  required  by the
         insurance  company or companies to whom the Employers  have applied for
         insurance.

16.18    Legal Fees To Enforce  Rights After Change in Control.  The Company and
         each Employer is aware that upon the occurrence of a Change in Control,
         the Board or the board of directors of a Participant's  Employer (which
         might then be composed of new members) or a shareholder  of the Company
         or the Participant's  Employer,  or of any successor  corporation might
         then cause or attempt to cause the Company, the Participant's  Employer
         or such  successor to refuse to comply with its  obligations  under the
         Plan  and  might   cause  or  attempt  to  cause  the  Company  or  the
         Participant's  Employer  to  institute,  or may  institute,  litigation
         seeking to deny  Participants the benefits  intended under the Plan. In
         these  circumstances,  the  purpose  of the Plan  could be  frustrated.
         Accordingly, if, following a Change in Control, it should appear to any
         Participant  that  the  Company,  the  Participant's  Employer  or  any
         successor  corporation has failed to comply with any of its obligations
         under the Plan or any  agreement  thereunder  or, if the Company,  such
         Employer or any other  person takes any action to declare the Plan void
         or  unenforceable  or institutes  any  litigation or other legal action
         designed  to deny,  diminish  or to recover  from any  Participant  the
         benefits   intended   to  be   provided,   then  the  Company  and  the
         Participant's Employer irrevocably authorize such Participant to retain
         counsel of his or her  choice at the  expense  of the  Company  and the
         Participant's  Employer (who shall be jointly and severally  liable) to
         represent such Participant in connection with the initiation or defense
         of any  litigation  or other  legal  action,  whether by or against the
         Company,   the  Participant's   Employer  or  any  director,   officer,
         shareholder  or  other  person   affiliated   with  the  Company,   the
         Participant's Employer or any successor thereto in any jurisdiction.
IN WITNESS  WHEREOF,  the Company has signed this Plan document on  November 20,
2001 to be effective as of January 1, 2002.

                               "Company"
                               Trustmark Corporation, a Mississippi corporation

                               By: /s/Richard G. Hickson
                                   ---------------------
                               Title: President and Chief Executive Officer
Exhibit 5

BRUNINI, GRANTHAM, GROWER & HEWES, PLLC                        EDMUND L. BRUNINI
ATTORNEYS AT LAW                                                  (1911-1992)
POST OFFICE DRAWER 119
JACKSON, MISSISSIPPI 39205                                   R. GORDON GRANTHAM
TELEPHONE: 601-948-3101                                           (1912-1986)
FACSIMILE: 601-960-6902

ROBERT D. DRINKWATER                                              JOHN M. GROWER
1400 TRUSTMARK BUILDING / 248 EAST CAPITOL STREET                   OF COUNSEL
JACKSON, MISSISSIPPI 39201

DIRECT: 601-960-6852
E-MAIL: bdrinkwa@brunini.com

                                               November 20, 2001

Trustmark Corporation
248 East Capitol Street
Jackson, MS 39201

Gentlemen:

         We have  acted as  counsel  to  Trustmark  Corporation,  a  Mississippi
corporation  ("Trustmark") in connection with the registration on Form S-8 under
the Securities Act of 1933 of $ 2,500,000 in deferred  compensation  obligations
to be  undertaken  pursuant  to  Trustmark's  Deferred  Compensation  Plan  (the
"Plan").

         The Plan is not a  qualified  plan  under  ERISA and is  generally  not
subject to ERISA except for a one-time filing obligation and ERISA's enforcement
provisions.

         We are of the opinion  that the Plan has been duly and legally  adopted
by  Trustmark  and that the  deferred  compensation  obligations  undertaken  by
Trustmark  pursuant  to the Plan will be the valid and  binding  obligations  of
Trustmark,  enforceable  against Trustmark in accordance with and subject to the
terms of the Plan.

         Our opinion is limited to the laws of the State of Mississippi  and the
federal laws of the United States of America.

                                                 Very truly yours,

                                                 /s/ Robert D. Drinkwater
                                                 ------------------------
                                                 Robert D. Drinkwater
Exhibit 23.1
                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  Registration  Statement of our report dated  January 8, 2001,
incorporated  by  reference in  Trustmark  Corporation's  Form 10-K for the year
ended  December  31,  2000, and to all references  to our Firm  included in this
Registration Statement Form S-8.

/s/ Andersen LLP
----------------
Andersen LLP

Jackson, Mississippi
November 20, 2001
Exhibit 23.2

               CONSENT OF BRUNINI, GRANTHAM, GROWER & HEWES, PLLC

     We hereby consent to the inclusion of our opinion  relating to the legality
and binding effect of the Trustmark  Corporation Deferred Compensation Plan (the
"Plan") as an exhibit to the  Registration  Statement  on Form S-8 of  Trustmark
Corporation filed in connection with the Plan.

BRUNINI, GRANTHAM, GROWER & HEWES, PLLC

/s/ Robert D. Drinkwater
------------------------
Robert D. Drinkwater

Jackson, Mississippi

November 20, 2001
APPENDIX A
                                Measurement Funds

Money Market                                 Nationwide NSAT Money Market Fund

Intermediate Government Bonds                Nationwide NSAT Government Bond

Intermediate Government/Corporate Bonds      Federated Quality Bond II

Large Cap Value Stocks                       Neuberger Berman Guardian

Large Cap Blend Stocks                       Dreyfus Appreciation

Large Cap Growth Stocks                      Oppenheimer Capital Appreciation

Mid Cap Value Stocks                         Strong Opportunity Fund II

Mid Cap Blend                                Dreyfus NSAT Mid Cap

Small Growth                                 Nationwide Small Company

Small Value                                  Nationwide Small Cap Value

Foreign Aggressive Growth Stocks             Janus International Growth