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EXECUTIVE DEFERRAL PLAN
OF
TRUSTMARK NATIONAL BANK, JACKSON, MISSISSIPPI
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TRUSTMARK NATIONAL BANK, JACKSON, MISSISSIPPI
TABLE OF CONTENTS
Article Subject
I Definitions and Construction
II Eligibility and Participation
III Death Benefit
IV Retirement Benefit
V Beneficiary
VI Leave of Absence
VII Source of Benefits
VIII Termination of Employment
IX Termination of Participation
X Termination, Amendment, Modification,
or Supplement of Plan
XI Other Benefits and Agreements
XII Restrictions on Alienation of Benefits
XIII Administration of this Plan
XIV Named Fiduciary and Claims Procedure
XV Adoption of Plan by Subsidiary,
Affiliated or Associated Companies
XVI Miscellaneous
Plan Agreement
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EXECUTIVE DEFERRAL PLAN
OF
TRUSTMARK NATIONAL BANK, JACKSON, MISSISSIPPI
PURPOSE AND EFFECTIVE DATE
The purpose of the Executive Deferral Plan of Trustmark National Bank, Jackson,
Mississippi is to provide specified benefits to a select group of management
and highly compensated Employees 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 and maintained for a
select group of management or highly compensated Employees. The effective date
of this Plan is January 1, 1994.
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 Administrative Committee 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.
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(f) "Covered Salary" shall mean the amount specified in Item 1 of the Plan
Agreement that is used as a basis for computation of Participant's Death and
Retirement Benefits pursuant to the terms and conditions of the Plan.
(g) "Employee" shall mean any person who is in the full time employment of
the Bank or Subsidiary, as determined by the personnel rules and practices of
the Bank or a Subsidiary.
(h) "Normal Retirement Date" shall be the first day of the month following
the month in which the Participant attains his or her sixty-fifth (65th)
birthday.
(i) "Early Retirement Date" shall be the date of Participant's Retirement
prior to his or her Normal Retirement Date which may occur on the first day of
any month following the month in which the Participant attains his or her
fifty-fifth (55th) birthday and has completed five (5) full years of
participation in the Plan.
(j) "Participant" shall mean an Employee 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.
(k) "Plan" shall mean the Executive Deferral Plan of Trustmark National
Bank, Jackson, Mississippi as amended from time to time.
(l) "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 an Employee 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.
(m) "Retirement" and "Retire" shall mean severance of employment with the
Bank at or after the attainment of his or her Normal Retirement Date or, with
the consent of the Bank, at or after attainment of his or her Early Retirement
Date.
(n) "Just Cause" shall mean theft, fraud, embezzlement or willful
misconduct causing significant property damage to the Bank or personal injury
to another employee.
(o) "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.
(p) "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.
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(q) "Actuarially Reduced" shall mean the present value of Participant's
Retirement Benefit as set forth in Item 3(a) of his or her Plan Agreement at
the time of Participant's Early Retirement Date using a discount rate as
determined by the Committee in its sole and absolute discretion not to exceed
the Monthly Average of the Composite Yield on Seasoned Corporate Bonds as
published by Moody's Investors Services, Inc. or its successor as stated for
the month of October preceding December 31 of the year immediately prior to the
date of Early Retirement.
(r) "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.
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,
an Employee must be selected by the Committee in the year in which the Employee
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, an Employee 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 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.
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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 Covered Salary
as set forth in the Plan Agreement paid monthly for the next twelve (12) months
after such death and seventy five percent (75%) of said Participant's Covered
Salary paid monthly for the next one hundred and eight (108) months or until
the Participant would have been age sixty-five (65), whichever is later. 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 an Employee 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;
(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 Covered Salary; 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 Covered Salary; and
(e) Proof of death in such form as determined acceptable by the
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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 employment
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, and such disability is certified by the
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Committee 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 shall 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 an Employee 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 compensation.
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 while the waiver described
in this Section 3.5 is in effect, the Retirement Benefit provided in Article IV
shall be paid.
The determination of what constitutes total disability and the removal
thereof for purposes of this 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 an Employee 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 one hundred and twenty (120)
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 one hundred and twenty (120) monthly payments has been paid to the
Participant and his or her Beneficiary.
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4.2 Retirement After Normal Retirement Date. A Participant who continues
as an Employee with the Bank after his or her Normal Retirement Date may remain
a Participant in the Plan with the consent of the Bank. Upon Retirement such a
Participant shall be entitled to the benefits provided in Section 4.8 hereof.
The monthly payments provided for in Section 4.8 hereof shall commence on the
date the Participant Retires.
4.3 Early Retirement. The Committee, in its sole and absolute discretion,
may permit a Participant to receive an Early Retirement Benefit commencing as
of the first day of any month coincident with or following the Participant's
Early Retirement Date, but before the attainment of his or her Normal
Retirement Date. In such event, the Participant's monthly Early Retirement
Benefit shall be the Retirement Benefit set forth in his or her Plan Agreement
Actuarially Reduced to the Participant's Early Retirement Date. The said
reduced monthly amount, payable for life shall be the only benefit to which
such Participant is entitled. If Participant shall die before receiving one
hundred and twenty (120) installments after commencement of the Early
Retirement Benefit, said amount will be continued to Participant's Beneficiary
as set forth in the Beneficiary Designation until a total of one hundred and
twenty (120) installments has been paid to the Participant and his or her
Beneficiary.
4.4 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.
4.5 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.
4.6 Accrual of Retirement Benefit. A Participant who ceases to be an
Employee before completion of one (1) full year of participation in the Plan,
except as a result of death, Retirement, total Disability within the meaning of
Section 3.5, or Just Cause at any time shall not be entitled to any benefits
hereunder and the Bank shall have no obligation hereunder to such Participant.
4.7 Deferred Termination Benefit. A Participant who ceases to be an
Employee 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,
not to exceed one (1), the numerator of which is the number of whole years said
Employee was a Participant in the Plan and the denominator of which is fifteen
(15). If the
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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, if Participant so survives, at the
attainment of the Participant's Normal Retirement Date. If such Participant
shall die before receiving one hundred and twenty (120) monthly payments, the
reduced amount will be continued to the Participant's Beneficiary as set forth
in the Beneficiary Designation until the balance of the one hundred and twenty
(120) monthly payments has been paid to the Participant and his or her
Beneficiary.
If Participant dies before attainment of his or her Normal Retirement
Date, the reduced monthly amount will be paid to Participant's Beneficiary as
set forth in Participant's Beneficiary Designation for one hundred and twenty
(120) months. Such payments shall commence effective the first day of the
month following the date of death.
4.8 Benefit at Retirement After Attainment of Normal Retirement Date. If
a Participant elects to continue employment 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. Such benefit will be no less than
the amount as set forth in Item 3(a) of the Plan Agreement.
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.
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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. 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.
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 4.7 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
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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 EMPLOYMENT
Neither this Plan nor a Participant's Plan Agreement, either singly or
collectively, in any way obligate the Bank to continue the employment 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 employment. Termination
of a Participant's employment 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 4.7. 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.
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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 an Employee as described in Section 4.7. 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 4.7 or the preceding
provisions of this Article X.
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10.3 Revocation. In the event Participant is discharged for Just Cause at
any time, this Plan and his or her Plan Agreement shall be terminated and
considered null and void with neither the Participant nor Participant's
Beneficiary having any claim or right against Bank thereafter.
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 Employees, 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,
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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, among other matters, (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 members 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.
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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 employment, 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
17
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
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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 fo 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
19
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 employment,
termination of employment 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,
Executive Deferral 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
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at the time of their adoption and execution, respectively.
COMPLETE