Exhibit 10i
DIRECTORS'
DEFERRED FEE PLAN
OF
TRUSTMARK NATIONAL BANK, JACKSON, MISSISSIPPI
TRUSTMARK NATIONAL BANK, JACKSON, MISSISSIPPI
TABLE OF CONTENTS
Article Subject Page
- ------- ------- ----
I Definitions and Construction 1
II Eligibility and Participation 3
III Death Benefit 4
IV Retirement Benefit 6
V Beneficiary 7
VI Leave of Absence 7
VII Source of Benefits 8
VIII Termination of Relationship 9
IX Termination of Participation 9
X Termination, Amendment, Modification,
or Supplement of Plan 9
XI Other Benefits and Agreements 10
XII Restrictions on Alienation of Benefits 10
XIII Administration of this Plan 11
XIV Named Fiduciary and Claims Procedure 12
XV Adoption of Plan by Subsidiary,
Affiliated or Associated Companies 14
XVI Miscellaneous 14
Plan Agreement I-1
1/99
DIRECTORS'
DEFERRED FEE PLAN
OF
TRUSTMARK NATIONAL BANK, JACKSON, MISSISSIPPI
PURPOSE AND EFFECTIVE DATE
The purpose of the Directors' Deferred Fee Plan of Trustmark National
Bank, Jackson, Mississippi is to provide specified benefits to Directors who
contribute materially to the continued growth, development and future business
success of Trustmark National Bank, Jackson, Mississippi. It is the intention of
Trustmark National Bank, Jackson, Mississippi that this program and the
individual plans established hereunder be administered as unfunded welfare
benefit plans established for Directors of the Bank. The effective date of this
Plan is February 12, 1985, amended and restated as of February 12, 1986, and is
further amended and hereby restated as of January 1, 1999.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
1.1 Definitions. For purposes of this Plan, the following phrases or terms
shall have the indicated meanings unless otherwise clearly apparent
from the context:
(a) "Beneficiary" shall mean the person, persons or estate of a
Participant, entitled to receive any benefits subsequent to
the death of a Participant under a Plan Agreement entered into
in accordance with the terms of this Plan.
(b) "Beneficiary Designation" shall mean the form of written
agreement, attached hereto as Annex II, by which the
Participant names the Beneficiary(ies) of the Plan.
(c) "Board of Directors" shall mean the Board of Directors of
Trustmark National Bank, Jackson, Mississippi unless otherwise
indicated or the context otherwise requires.
(d) "Committee" shall mean the Compensation Committee of the Board
of Directors appointed to manage and administer the Plan and
individual Plan Agreements in accordance with the provisions
of Article XIII hereof.
(e) "Bank" shall mean Trustmark National Bank, Jackson,
Mississippi and any Subsidiary that duly adopts the Plan as
provided in Article XV hereof. Where the context dictates, the
term "Bank" as used herein refers to the particular Bank that
has entered into a Plan Agreement with a particular
Participant.
(f) "Benefit Level" shall mean that level of Benefits (Death and
Retirement) which is made available by the Bank to the
Participant for computation of Retirement and Death Benefits
pursuant to the terms and conditions of the Plan.
"Participant's Benefit Level" shall mean that portion of the
Benefit Level which the Participant chooses as a basis for
computation of Death and Retirement Benefits pursuant to the
terms and conditions of the Plan.
(g) "Director" shall mean any person who is associated as a
Director or Advisory Director with the Bank or one of its
Subsidiaries.
(h) "Normal Retirement Date" shall be March 1 following
Participant's sixty-fifth (65th) birthday.
(i) "Participant" shall mean a Director who is selected and elects
to participate in the Plan through the execution of a Plan
Agreement in accordance with the provisions of Article II.
(j) "Plan" shall mean the Directors' Deferred Fee Plan of
Trustmark National Bank, Jackson, Mississippi as amended from
time to time.
(k) "Plan Agreement" shall mean the form of written agreement,
attached hereto as Annex I, which is entered into from time to
time by and between the Bank and a Director selected to become
a Participant as a condition to participation in the Plan.
Each Plan Agreement executed by a Participant shall provide
for the entire benefit to which such Participant is entitled
under the Plan, and the Plan Agreement bearing the latest date
shall govern such entitlement.
(l) "Retirement" and "Retire" shall mean severance of relationship
with the Bank at or after the attainment of his or her Normal
Retirement Date.
(m) "Disability" or "Disabled", as used herein, means permanent
and/or total Disability of the person referred to, as
determined by the Committee in its sole discretion.
(n) "Election to Participate" shall mean the form of written
agreement that will be executed and entered into between a
Participant and the Bank specifying the amount of annual
compensation to be deferred immediately following the date of
execution of said "Election to Participate" and continuing
thereafter under the terms of the Plan.
(o) "Change in Control" shall mean a Buyout, Merger, or
Substantial Change in Ownership.
(p) "Buyout" shall mean a transaction or series of related
transactions by which the Bank or Holding Company is sold,
either through the sale of a Controlling Interest in the
Bank's or Holding Company's voting stock or through the sale
of substantially all of the Bank's or Holding Company's
assets, to a party not having a Controlling Interest in the
Bank's or Holding Company's voting stock.
(q) "Merger" shall mean a transaction or series of transactions
wherein the Bank or Holding Company 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 Bank's or Holding Company's voting stock own
less than a Controlling Interest in the voting stock of the
combined entity.
(r) "Substantial Change in Ownership" shall mean a transaction or
series of transactions in which a Controlling Interest in the
Bank or Holding Company 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 Bank or Holding
Company. The above shall not apply to stock purchased by any
tax-qualified employee stock ownership plan or other such type
of benefit plan sponsored by the Bank or any company
affiliated with the Bank.
(s) "Controlling Interest" shall mean ownership, either directly
or indirectly, of more than twenty percent (20%) of the Bank's
or Holding Company's voting stock.
(t) "Subsidiary" shall mean any business organization in which
Trustmark National Bank, Jackson, Mississippi, directly or
indirectly, owns an interest, excluding ownership interests
Trustmark National Bank, Jackson, Mississippi may hold in
their fiduciary capacities as trustee or otherwise, and any
other business organization that the Board of Directors
designates as a Subsidiary for purposes of this Plan.
(u) "Holding Company " shall mean Trustmark Corporation.
1.2 Construction. The masculine gender when used herein shall be deemed to
include the feminine gender, and the singular may include the plural
unless the context clearly indicates to the contrary. The words
"hereof", "herein," "hereunder", and other similar compounds of the
word "here" shall mean and refer to the entire Plan and not to any
particular provision or section. Whenever the words "Article" or
"Section" are used in this Plan, or a cross-reference to an "Article"
or "Section" is made, the Article or Section referred to shall be an
Article or Section of this Plan unless otherwise specified.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 Eligibility. In order to be eligible for participation in the Plan, a
Director must be selected by the Committee in the year preceding the
year in which the Director is eligible to participate and in each
succeeding year thereafter as hereinafter provided. The Committee, in
its sole and absolute discretion, shall determine eligibility for
participation in accordance with the purposes of the Plan.
2.2 Participation. After being selected by the Committee to participate in
this Plan, a Director shall, as a condition precedent to participation
herein, complete and return to the Committee a duly executed Plan
Agreement and Election to Participate electing to participate herein
and agreeing to the terms and conditions thereof, and by the execution
of such Plan Agreement and Election to Participate a Participant shall
agree that all amounts deferred thereby shall be irrevocably deferred
and that in lieu thereof the Participant shall be entitled solely to
the benefits provided under this Plan. Such Plan Agreement shall be
completed and returned to the committee at the time specified thereby,
and should be subsequent to December 31st of the year preceding the
year to which the Plan Agreement relates.
2.3 Participation during a Period of Disability. In the event that a
Participant is Disabled and is incapable of executing a Plan Agreement
for the forthcoming year, such Participant's Plan Agreement for the
year in which the Participant became disabled shall remain in force and
effect for purposes of benefits under Article III and IV and payments
under Article VI, until such time as Participant executed a new Plan
Agreement.
ARTICLE III
DEATH BENEFIT
3.1 Amount and Payment of Death Benefit. If a Participant dies before
Retirement and the Plan is in effect at that time, the Bank will pay or
cause to be paid a Death Benefit to such Participant's Beneficiary. The
said Death Benefit shall be one hundred percent (100%) of the
Participant's Benefit Level as set forth in the Plan Agreement paid
monthly for the next one hundred and twenty (120) months. Such payments
shall commence effective the first day of the month following the date
of death.
Notwithstanding the immediately preceding paragraph of this Section
3.1, the Bank will pay or cause to be paid the Death Benefit specified
therein only if:
(a) At the time of the Participant's death prior to attaining his
or her Normal Retirement Date:
(i) Such Participant was a Director and had not Retired, or
was totally Disabled or on authorized leave of absence,
and all deferrals and payments required to be made by
such Participant under Sections 3.2 et. seq. have been
made, or
(ii) Such required deferrals or payments were waived
pursuant to Section 3.5 because of such Participant's
total Disability;
(b) The Participant's Plan Agreement had been kept in force
throughout the period commencing on the date of such Plan
Agreement and ending on the date of his or her death; and
(c) The Participant's death was due to causes other than suicide
within two (2) years of the date of his or her original Plan
Agreement or within two (2) years of the date of any amendment
to his or her Plan Agreement or any subsequent Plan Agreement
resulting from additional benefits granted because of an
increase in the Participant's Benefit Level; but the
Participant's suicide shall relieve the Bank only of its
obligation to pay that portion of the Death Benefit that was
granted within two (2) years prior to the date of such
suicide.
(d) The Participant's death is determined not to be from a bodily
or mental cause or causes, information about which was
withheld, or knowingly concealed, or falsely provided by the
Participant when requested by the Bank to furnish evidence of
good health upon the Participant's enrolling in the Plan or
upon an application for an increase in benefits because of an
increase in Participant's Benefit Level.
(e) Proof of death in such form as determined acceptable by
the Committee is furnished.
3.2 Amount of Participant Deferral and Payments. In consideration for the
Death Benefit selected in Participant's Plan Agreements, each
Participant shall defer an amount of his or her compensation in such
amounts and at such times as shall be determined by the Committee and
as specified in his or her Election to Participate, and the Committee
may change the amount of such deferral. If a Participant is authorized
to take a leave of absence from his or her relationship or, subject to
the provisions of Section 3.5, is Disabled, the Participant shall be
required to make payments to the Bank in accordance with Article VI in
order to maintain his or her Plan Agreement in force. A Participant's
obligation to defer an amount of his or her compensation in accordance
with this Section 3.2 or to make the payments required by Article VI
shall be stated in his or her Plan Agreement and Election to
Participate, shall commence on the date his or her Plan Agreement
becomes effective, and shall continue thereafter during the term of his
or her Plan Agreement or until the earlier of such Participant's death
or attainment of his or her Normal Retirement Date. A Participant shall
have the right to increase or decrease the amount of his or her
deferral initially selected by him by amending his or her Plan
Agreement and Election to Participate in accordance with the rules
adopted by the Committee for this purpose.
3.3 Time and Manner of Deferring or Making Payments. A Participant shall,
in his or her Plan Agreement and Election to Participate, authorize the
Bank to defer an amount of such Participant's compensation equal to the
amount specified pursuant to Section 3.2. A Participant who is on
authorized leave of absence or is Disabled and who is required to make
the payments required in Article VI shall make such payments at such
time and in such manner as the Bank shall provide; provided, however,
that the Participant shall not continue to make such payments during
any period in which a portion of his or her compensation is being
deferred or such payments have been waived pursuant to Section 3.5.
3.4 Participant Deferrals and Payments - Use and Forfeitability. The amount
of each Participant's compensation deferred pursuant to Sections 3.2
and 3.3 shall be and remain solely the property of the Bank and the
amount collected by the Bank pursuant to Sections 3.2 and 3.3 from each
Participant who is on an authorized leave of absence or Disabled shall
be and become solely the property of the Bank, and a Participant shall
have no right thereto, nor shall the Bank be obligated to use such
amounts in any specific manner. Except as provided in Article IV, if a
Participant's death occurs under circumstances other than those
specified in Section 3.1, no benefit shall be payable hereunder or
under his or her Plan Agreement to his or her Beneficiary or any other
person or entity on his or her behalf, and any payments made by such
Participant under Sections 3.2 and 3.3 shall be forfeited.
3.5 Waiver of Participant Deferral or Payments. If a Participant becomes
totally Disabled before attaining his or her Normal Retirement Date, if
such total Disability continues for more than three (3) months, and the
Disability benefit specified in paragraph 4 of the Participant's Plan
Agreement is in effect, such Participant may not be required to defer a
portion of his or her compensation pursuant to Sections 3.2 and 3.3 or
make the payments provided for in Sections 3.2 and 3.3, commencing with
the fourth (4th) month following the date of such total Disability and
continuing thereafter for as long as such total Disability continues.
The Bank may waive such required deferral or payments only if:
(a) Such Disability was not either intentionally self-inflicted
or caused by illegal or criminal acts of the Participant;
(b) The Participant was a Director at the time he or she became
totally Disabled (or was then on authorized leave of absence)
and had made all payments required hereunder;
(c) The Participant's Plan Agreement has been kept in force until
the time of such total Disability and;
(d) The Committee approves the waiver of such fee.
If a Participant dies prior to Retirement and while the waiver
described in this Section 3.5 is in effect, the death benefit provided
in this Article III shall be paid. If a Participant Retires, the
Retirement Benefit provided in Article IV shall be paid. The
determination of what constitutes total Disability and the removal
thereof for purposes of the Article III, shall be made by the
Committee, in its sole and absolute discretion, and such determination
shall be conclusive.
ARTICLE IV
RETIREMENT BENEFIT
4.1 Normal Retirement. If a Participant has remained a Director until his
or her Normal Retirement Date and shall then Retire, and if the Plan
and his or her Plan Agreement have been kept in force, the Bank shall
pay or cause to be paid to such Participant, as a Retirement Benefit
(herein so called), the amount per month specified in his or her Plan
Agreement as a Retirement Benefit. Payment of such monthly amount shall
commence on the Participant's Normal Retirement Date and shall continue
for the life of the Participant. If such Participant shall die before
receiving three hundred (300) monthly payments, the Retirement Benefit
will be continued to the Participant's Beneficiary as set forth in the
Beneficiary Designation until the balance of the three hundred (300)
monthly payments has been paid.
4.2 Retirement After Normal Retirement Date. A Participant who continues as
a Director with the Bank after his or her Normal Retirement Date may
remain a Participant in the Plan with the consent of the Committee.
Upon Retirement such a Participant shall be entitled to the benefits
provided in Section 4.7 hereof. The monthly payments provided for in
Section 4.7 hereof shall commence on the date the Participant Retires.
4.3 Post Retirement Death Benefit. If a Participant dies after Retirement
but before the applicable Retirement Benefit is paid in full, the
unpaid Retirement Benefit payments to which such Participant is
entitled shall continue and be paid to that Participant's Beneficiary.
Such payments shall be made in accordance with the payment schedule to
that Participant pursuant to Sections 4.1 and 4.2 of the Plan.
4.4 Exclusivity of Post Retirement Death Benefit. No Death Benefit as
defined in Article III shall be paid to the Beneficiary of a
Participant who dies after retirement.
4.5 Accrual of Retirement Benefit. A Participant who ceases to be a
Director before completion of one (1) continuous full year of
participation in the Plan, except as a result of death, retirement, or
total Disability within the meaning of Section 3.5, shall not be
entitled to any benefits hereunder and the Bank shall have no
obligation hereunder to such Participant.
4.6 Deferred Termination Benefit. A Participant who ceases to be a Director
after the completion of one (1) full year of participation in the Plan
shall receive a portion of his or her monthly Retirement Benefit upon
the earlier of (i) the Participant's death or (ii) attainment of his or
her Normal Retirement Date. Said portion shall be the monthly amount of
the Retirement Benefit set forth in the Participant's Plan Agreement
multiplied by a fraction, the numerator of which is the number of whole
years said Director was a Participant in the Plan and the denominator
of which is the number of whole years between such Participant's age at
entry into the Plan and the Participant's age at his or her Normal
Retirement Date. If the Participant's benefits have been increased
since the Participant's initial entry into this Plan, or successor or
predecessor plans, the reduced monthly Retirement Benefit shall be
determined by reducing each incremental benefit increase in accordance
with the formula. The resulting reduced monthly amount shall be the
only benefit to which such Participant is entitled. The reduced monthly
amount will be payable for life at the attainment of the Participant's
Normal Retirement Date and shall be continued to Participant's
Beneficiary as set forth in the Beneficiary Designation until a total
of three hundred (300) monthly payments including those paid to
Participant have been made. In the event the Participant dies before
attaining his or her Normal Retirement Date, the reduced monthly amount
will be payable to Participant's Beneficiary as set forth in the
Beneficiary Designation. Such payments shall commence at the attainment
of what would have been the Participant's Normal Retirement Date and
shall be payable for three hundred (300) months.
4.7 Benefit at Retirement After Attainment of Normal Retirement Date. If a
Participant's relationship as a Director is continued beyond his or her
Normal Retirement Date, the Committee, and only the Committee, will
specify the amount of the Participant's Retirement Benefit, which shall
be evidenced by a new Plan Agreement to be executed by the Participant.
ARTICLE V
BENEFICIARY
A Participant shall designate his or her Beneficiary to receive
benefits under the Plan and his or her Plan Agreement by completing the
Beneficiary Designation. If more than one Beneficiary is named, the shares
and/or precedence of each Beneficiary shall be indicated. A Participant shall
have the right to change the Beneficiary by submitting to the Committee a new
Beneficiary Designation. The Beneficiary Designation must be approved in writing
by the Bank; however, upon the Bank's acknowledgment of approval, the effective
date of the Beneficiary Designation shall be the date it was executed by the
Participant. If the Bank has any doubt as to the proper Beneficiary to receive
payments hereunder, it shall have the right to withhold such payments until the
matter is finally adjudicated. Any payment made by the Bank in good faith and in
accordance with the provisions of this Plan and a Participant's Plan Agreement
and Beneficiary Designation shall fully discharge the Bank from all further
obligations with respect to such payment.
ARTICLE VI
LEAVE OF ABSENCE
6.1 Required Payments. If a Participant is authorized by the Bank for any
reason, including military, medical or other, to take a leave of
absence, such Participant shall be required to make payments in order
to maintain his or her Plan Agreement in force. Such required payments
shall be an amount equal to the amount of the Participant's
compensation that is to be deferred under the terms of his or her Plan
Agreement and Election to Participate. A Participant required to make
payments under this Section 6.1 shall continue making such required
payments until the earlier of (i) the date he or she returns to his or
her duties following a leave of absence, (ii) the date such payments
are waived pursuant to Section 3.5, or (iii) the effective date that he
or she enters into a new Plan Agreement and Election to Participate. If
a Participant's payments are waived pursuant to Section 3.5 and
subsequently the Participant returns to his or her duties, he or she
shall be required to resume deferring his or her compensation, in the
amount specified above, to the Bank until he or she executes a new Plan
Agreement, in order to maintain his or her Plan Agreement in force in
accordance with Section 2.3.
6.2 Failure to Make Required Payments. Failure to make payments required by
Section 6.1 shall cause Participant's Plan Agreement to terminate
without the necessity of any notice from either party to the other.
From and after such termination, except as provided in Section 4.6
hereof, neither party shall have any further obligation to the other
party under this Plan or such Plan Agreement.
ARTICLE VII
SOURCE OF BENEFITS
7.1 Benefits Payable from General Assets. Amounts payable hereunder shall
be paid exclusively from the general assets of the Bank, and no person
entitled to payment hereunder shall have any claim, right, security
interest, or other interest in any fund, trust, account, or other asset
of the Bank that may be looked to for such payment. The Bank's
liability for the payment of benefits hereunder shall be evidenced only
by this Plan and each Plan Agreement entered into between the Bank and
a Participant.
7.2 Investments to Facilitate Payment of Benefits. Although the Bank is not
obligated to invest in any specific asset or fund in order to provide
the means for the payment of any liabilities under this Plan, the Bank
may elect to do so and, in such event, no Participant shall have any
interest whatever in such asset or fund. As a condition precedent to
the Bank's obligation to provide any benefits, including incremental
increases in benefits, under this Plan, the Participant shall, if so
requested by the Bank, provide evidence of insurability at standard and
other rates, in such amounts, and with such insurance carrier or
carriers as the Bank may require, including the results and reports of
previous Bank and other insurance carrier physical examinations, taking
such additional physical examinations as the Bank may request, and
taking any other action that the Bank may request. If a Participant is
requested to and does not or cannot provide evidence of insurability as
specified in the immediately preceding sentence, then the Bank shall
have no further obligation to such Participant under this Plan, and
such Participant's Plan Agreement shall terminate, except as to
benefits previously granted. Notwithstanding the foregoing, if a
Participant cannot provide evidence of insurability at standard rates
or for the amounts initially contemplated in connection with his or her
participation in the Plan, the Bank may, at its discretion, permit the
Participant to participate herein for such benefits and upon such
deferral of his or her compensation as the Bank may, in its sole
discretion, deem appropriate.
The Participant also understands and agrees that his or her
participation, in any way, in the acquisition of any such insurance
policy or any other general asset by the Bank shall not constitute a
representation to the Participant, his designated recipient, or any
person claiming through the Participant that any of them has a special
or beneficial interest in such general asset.
7.3 Bank Obligation. The Bank shall have no obligation of any nature
whatsoever to a Participant under this Plan or a Participant's Plan
Agreement, except otherwise expressly provided herein and in such Plan
Agreement.
7.4 Withholding of Information, Etc. If, in connection with a Participant's
enrolling in or applying for incremental benefit increases under the
Plan, the Bank requests the Participant to furnish evidence of
insurability, the Participant dies, and it is determined that the
Participant withheld, knowingly concealed, or knowingly provided false
information about the bodily or mental condition or conditions that
caused the Participant's death, the Bank shall have no obligation to
provide the benefits contracted for on the basis of such withholding,
concealment, or false information.
ARTICLE VIII
TERMINATION OF RELATIONSHIP
Neither this Plan nor a Participant's Plan Agreement, either singly or
collectively, in any way obligate the Bank to continue the relationship of a
Participant with the Bank nor does either limit the right of the Bank at any
time and for any reason to terminate the Participant's relationship. Termination
of a Participant's relationship with the Bank for any reason, whether by action
of the Bank, shall immediately terminate his or her participation in this Plan
and his or her Plan Agreement, and all further obligations of either party
thereunder, except as may be provided in Section 4.6 and\or Section 10.3. In no
event shall this Plan or a Plan Agreement, either singly or collectively, by
their terms or implications constitute an employment contract of any nature
whatsoever between the Bank and a Participant.
ARTICLE IX
TERMINATION OF PARTICIPATION
9.1 Termination of Participation - General. A Participant reserves the
right to terminate his or her participation in this Plan and his or her
Plan Agreement at his or her election at any time by giving the
Committee written notice of such termination not less than 30 days
prior to an anniversary date of the date of execution of his or her
Plan Agreement. A Participant's termination shall be effective as soon
as administratively convenient after such anniversary date.
9.2 Rights After Termination of Participation. Participants who elect to
terminate participation in the Plan after one (1) full year of
participation but before eligibility for Retirement will be entitled to
the same benefits as a Participant who ceases to be a Director as
described in Section 4.6. Such Participants will not be entitled to a
Death Benefit under Article III.
ARTICLE X
TERMINATIONS, AMENDMENTS, MODIFICATION OR
SUPPLEMENT OF PLAN
10.1 Termination Amendment, Etc. The Bank reserves the right to terminate,
amend, modify or supplement this Plan, wholly or partially, and from
time to time, at any time. The Bank likewise reserves the right to
terminate, amend, modify, or supplement any Plan Agreement, wholly or
partially, from time to time. Such right to terminate, amend, modify,
or supplement this Plan or any Plan Agreement shall be exercised for
the Bank by the Committee; provided, however, that:
(a) No action to terminate this Plan or a Plan Agreement shall be
taken except upon written notice to each Participant to be
affected thereby, which notice shall be given not less than
thirty (30) days prior to such action; and
(b) The Committee shall take no action to terminate this Plan or a
Plan Agreement with respect to a Participant or his or her
Beneficiary after the payment of any benefit has commenced in
accordance with Article III or Article IV but has not been
completed.
10.2 Rights and Obligations Upon Termination. Upon the termination of this
Plan or any Plan Agreements, by either the Committee or a Participant
in accordance with the provisions for such termination, neither this
Plan nor the Plan Agreement shall be of any further force and effect,
and no party shall have any further obligation under either this Plan
or any Plan Agreement so terminated except as may be provided for in
Section 4.6 and 10.3 or the preceding provisions of this Article X.
10.3 Rights and Obligations Upon Termination as Result of "Change of
Control". In the event the Bank or Holding Company should undergo a
Change of Control to another corporation, firm or person and within
three (3) years of such Change of Control such corporation, firm or
person takes action to terminate this Plan or a Participant in the Plan
such Participant will, nevertheless, be entitled to a portion of his or
her monthly Retirement Benefit upon the earlier of (i) the
Participant's death or (ii) attainment of his or her Normal Retirement
Date. Said portion shall be the monthly amount of the Retirement
Benefit set forth in the Participant's Plan Agreement multiplied by a
fraction, not to exceed one (1), the numerator of which is the number
of whole years said Director was a Participant in the Plan plus five
(5) additional years and the denominator of which is the number of
whole years between such Participant's age at entry into the Plan and
the Participant's age at his or her Normal Retirement Date. If the
Participant's benefits have been increased since the Participant's
initial entry into this Plan, or successor or predecessor plans, the
reduced monthly Retirement Benefit shall be determined by reducing each
incremental benefit increase in accordance with the formula. The
resulting reduced monthly amount shall be the only benefit to which
such Participant is entitled. The reduced monthly amount will be
payable for life at the attainment of the Participant's Normal
Retirement Date and shall be continued to Participant's Beneficiary as
set forth in the Beneficiary Designation until a total of three hundred
(300) monthly payments including those paid to Participant have been
made. In the event the Participant dies before attaining his or her
Normal Retirement Date, the reduced monthly amount will be payable to
Participant's Beneficiary as set forth in the Beneficiary Designation.
Such payments shall commence at the attainment of what would have been
the Participant's Normal Retirement Date and shall be payable for three
hundred (300) months.
ARTICLE XI
OTHER BENEFITS AND AGREEMENTS
The benefits provided for a Participant and his or her Beneficiary
hereunder and under such Participant's Plan Agreement are in addition to any
other benefits available to such Participant under any other program or plan of
the Bank for its Directors, and, except as may otherwise be expressly provided
for, this Plan and Plan Agreements entered into hereunder shall supplement and
shall not supersede, modify, or amend any other program or plan of the Bank or a
Participant. Moreover, benefits under this Plan and Plan Agreements entered into
hereunder shall not be considered compensation for the purpose of computing
deferrals or benefits under any plan maintained by the Bank that is qualified
under section 401 (a) of the Internal Revenue Code of 1954, as amended.
ARTICLE XII
RESTRICTIONS ON ALIENATION OF BENEFITS
No right or benefit under this Plan or a Plan Agreement shall be
subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or
charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber,
or charge the same shall be void. No right or benefit hereunder or under any
Plan Agreement shall in any manner be liable for or subject to the debts,
contract, liabilities, or torts of the person entitled to such benefit. If any
Participant or Beneficiary under this Plan or a Plan Agreement should become
bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber, or
charge any right to a benefit hereunder or under any Plan Agreement, then such
right or benefit shall, in the discretion of the Committee, terminate, and, in
such event, the Committee shall hold or apply the same or any part thereof for
the benefit of such Participant or Beneficiary, his or her spouse, children, or
other dependents, or any of them, in such manner and in such portion as the
Committee, in its sole and absolute discretion, may deem proper.
ARTICLE XIII
ADMINISTRATION OF THIS PLAN
13.1 Appointment of Committee. The general administration of this Plan, and
any Plan Agreements executed hereunder, as well as construction and
interpretation thereof, shall be vested in the Committee, the number
and members of which shall be designated and appointed from time to
time by, and shall serve at the pleasure of, the Board of Directors.
Any such member of the Committee may resign by notice in writing filed
with the secretary of the Committee. Vacancies shall be filled promptly
by the Board of Directors but any vacancies remaining unfilled for
ninety days may be filled by a majority vote of the remaining members
of the Committee. Each person appointed a member of the Committee shall
signify his or her acceptance by filing a written acceptance with the
secretary of the Committee.
13.2 Committee Officials. The Board of Directors shall designate one of the
members of the Committee as chairman and shall appoint a secretary who
need not be a member of the Committee. The secretary shall keep minutes
of the Committee's proceedings and all data, records and documents
relating to the Committee's administration of this Plan and any Plan
Agreements executed hereunder. The Committee may appoint from its
number such subcommittees with such powers as the Committee shall
determine and may authorize one or more of its members or any agent to
execute or deliver any instrument or make any payment on behalf of the
Committee.
13.3 Committee Action. All resolutions or other actions taken by the
Committee shall be by the vote of a majority of those members present
at a meeting at which a majority of the members are present, or in
writing by all the members at the time in office if they act without a
meeting.
13.4 Committee Rules and Powers - General. Subject to the provisions of this
Plan, the Committee shall from time to time establish rules, forms, and
procedures for the administration of this Plan, including Plan
Agreements. The Committee shall have the exclusive right to determine
(i) total Disability with respect to a Participant and (ii) the degree
thereof, either or both determinations to be made on the basis of such
medical and/or other evidence that the Committee, in its sole and
absolute discretion, may require. Such decisions, actions, and records
of the Committee shall be conclusive and binding upon the Bank and all
person having or claiming to have any right or interest in or under
this Plan.
13.5 Reliance on Certificate, etc. The member of the Committee and the
officers and directors of the Bank shall be entitled to rely on all
certificates and reports made by any duly appointed accountants, and on
all opinions given by any duly appointed legal counsel. Such legal
counsel may be counsel for the Bank.
13.6 Liability of Committee. No member of the Committee shall be liable for
any act or omission of any other member of the Committee, or for any
act or omission on his or her own part, excepting only his or her own
willful misconduct. The Bank shall indemnify and save harmless each
member of the Committee against any and all expenses and liabilities
arising out of his or her membership on the Committee, excepting only
expenses and liabilities arising out of his or her own willful
misconduct. Expenses against which a member of the Committee shall be
indemnified hereunder shall include, without limitation, the amount of
any settlement or judgment, costs, counsel fees, and related charges
reasonably incurred in connection with a claim asserted, or a
proceeding brought, or settlement thereof. The foregoing right of
indemnification shall be in addition to any other rights to which any
such member may be entitled as a matter of law.
13.7 Determination of Benefits. In addition to the powers hereinabove
specified, the Committee shall have the power to compute and certify,
under this Plan and any Plan Agreement, the amount and kind of benefits
from time to time payable to Participants and their Beneficiaries, and
to authorize all disbursements for such purposes.
13.8 Information to Committee. To enable the Committee to perform its
functions, the Bank shall supply full and timely information to the
Committee on all matters relating to the compensation of all
Participants, their retirement, death or other cause for termination of
relationship, and such other pertinent facts as the Committee may
require.
13.9 Manner and time of Payment of Benefits. The Committee shall have the
power, in its sole and absolute discretion, to change the manner and
time of payment of benefits to be made to a Participant or his or her
Beneficiary from that set forth in the Participant's Plan Agreement if
requested to do so by such Participant or Beneficiary.
ARTICLE XIV
NAMED FIDUCIARY AND CLAIMS PROCEDURE
14.1 Named Fiduciary. The named Fiduciary of the Plan for purposes of the
claims procedure under this Plan is the Chief Financial Officer.
14.2 Right to Change Named Fiduciary. The Bank shall have the right to
change the Named Fiduciary created under this Plan. The Bank shall also
have the right to change the address and telephone number of the Named
Fiduciary. The Bank shall give the Participant written notice of any
change of the Named Fiduciary, or any change in the address and
telephone number of the Named Fiduciary.
14.3 Procedure for Claims. Benefits shall be paid in accordance with the
provisions of this Plan. The Participant, or a designated recipient, or
any other person claiming through the Participant (hereinafter
collectively referred to as the "Claimant") shall make a written
request for the benefits provided under this Plan. This written claim
shall be mailed or delivered to the Named Fiduciary.
14.4 Notification of Denial of Claim. If the claim is denied, either wholly
or partially, notice of the decision shall be mailed to the Claimant
within a reasonable time period. This time period shall not exceed more
than 90 days after the receipt of the claim by the Named Fiduciary.
14.5 Procedure if Claim Denied. The Named Fiduciary shall provide a written
notice to every Claimant who is denied a claim for benefits under this
Plan. The notice shall set forth the following information:
(a) the specific reasons for the denial;
(b) the specific reference to pertinent plan provisions on which
the denial is based;
(c) 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
(d) appropriate information and explanation of the claims
procedure under this Agreement so to permit the Claimant to
submit his claim for review.
14.6 Procedure for Appeal by Claimant. The claims procedure under this Plan
shall allow the Claimant a reasonable opportunity to appeal a denied
claim and to get a full and fair review of that decision from the Named
Fiduciary.
(a) The Claimant shall exercise his right of appeal by submitting
a written request for a review of the denied claim to the
Named Fiduciary. This written request for review must be
submitted to the Named Fiduciary within sixty (60) days after
receipt by the Claimant of the written notice of denial.
(b) The Claimant shall have the following rights under this appeal
procedure:
(1) to request a review upon written application to the
Named Fiduciary;
(2) to review pertinent documents with regard to the
Participant's benefit plan created under this Plan;
(3) the right to submit issues and comments in writing;
(4) to request an extension of time to make a written
submission of issues and comments; and
(5) to request that a hearing be held to consider
Claimant's appeal.
14.7 Procedure for Decision to Review Appeal. The decision on the review of
the denied claim shall promptly be made by the Named Fiduciary:
(a) within sixty (60) days after the receipt of the request for
review if no hearing is held; or
(b) within one hundred and twenty (120) days after the receipt of
the request for review, if an extension of time is necessary
in order to hold a hearing.
(1) If an extension of time is necessary in order to hold
a hearing, the Named Fiduciary shall give the
Claimant written notice of the extension of time and
of the hearing. This notice shall be given prior to
any extension.
(2) The written notice of extension shall indicate that
an extension of time will occur in order to hold a
hearing on Claimant's appeal. The notice shall also
specify the place, date, and time of that hearing and
the Claimant's opportunity to participate in the
hearing. It may also include any other information
the Named Fiduciary believes may be important or
useful to the Claimant in connection with the appeal.
14.8 Discretion of Fiduciary for Hearing. The decision to hold a hearing to
consider the Claimant's appeal of the denied claim shall be within the
sole discretion of the Named Fiduciary, whether or not the Claimant
requests such a hearing.
14.9 Procedure After Review. The Named Fiduciary's decision on review shall
be made in writing and provided to the Claimant within the specified
time periods in Section 14.7. This written decision on review shall
contain the following information:
(a) the decision(s);
(b) the reasons for the decision(s); and
(c) specific references to the Plan provisions of the Plan on
which the decision(s) is/are based.
ARTICLE XV
ADOPTION OF PLAN BY SUBSIDIARY,
AFFILIATED OR ASSOCIATED COMPANIES
Any corporation that is a Subsidiary may, with the approval of the
Board of Directors, adopt this Plan and thereby come within the definition of
Bank in Article I hereof.
ARTICLE XVI
MISCELLANEOUS
16.1 Execution of Receipts and Releases. Any payment to any Participant, a
Participant's legal representative, or Beneficiary in accordance with
the provisions of this Plan or Plan Agreement executed hereunder shall,
to the extent thereof, be in full satisfaction of all claims hereunder
against the Bank. The Bank may require such Participant, legal
representative, or Beneficiary, as a condition precedent to such
payment, to execute a receipt and release therefore in such form as it
may determine.
16.2 No Guarantee of Interests. Neither the Committee nor any of its members
guarantees the payment of any amounts which may be or become due to any
person or entity under this Plan or any Plan Agreement executed
hereunder. The liability of the Bank to make any payment under this
Plan or any Plan Agreement executed hereunder is limited to the then
available assets of the Bank.
16.3 Bank Records. Records of the Bank as to a Participant's relationship,
termination of relationship and the reason therefor authorized leaves
of absence, and compensation shall be conclusive on all persons and
entities, unless determined to be incorrect.
16.4 Evidence. Evidence required of anyone under this Plan and any Plan
Agreement executed hereunder may be by certificate, affidavit,
document, or other information which the person or entity acting on it
considers pertinent and reliable, and signed, made, or presented by the
proper party or parties.
16.5 Notice. Any notice which shall be or may be given under this Plan or a
Plan Agreement executed hereunder shall be in writing and shall be
mailed by United States mail, postage prepaid. If notice is to be given
to the Bank, such notice shall be addressed to the Bank at:
Trustmark National Bank, Jackson, Mississippi
Box 291
Jackson, Mississippi 39205
marked to the attention of the Secretary, Administrative Committee,
Directors' Deferred Fee Plan; or, if notice to a Participant, addressed
to the address shown on such Participant's Plan Agreement.
16.6 Change of Address. Any party may, from time to time, change the address
to which notices shall be mailed by giving written notice of such new
address.
16.7 Effect of Provisions. The provisions of this Plan and of any Plan
Agreement executed hereunder shall be binding upon the Bank and its
successors and assigns, and upon a Participant, his or her Beneficiary,
assigns, heirs, executors, and administrators.
16.8 Headings. The titles and headings of Articles and Sections are included
for convenience of reference only and are not to be considered in the
construction of the provisions hereof or any Plan Agreement executed
hereunder.
16.9 Governing Law. All questions arising with respect to this Plan and any
Plan Agreement executed hereunder shall be determined by reference to
the laws of the State of Mississippi, as in effect at the time of their
adoption and execution, respectively.