Trustmark Corp – ‘POS AM’ on 2/14/01

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Post-Effective Amendment
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Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post Effective Amendment No. 1 to Form S-4           101    535K 
 2: EX-99       Shareholder Materials                                  4     17K 

POS AM   —   Post Effective Amendment No. 1 to Form S-4
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------

POST EFFECTIVE AMENDMENT TO 

FORM S-4

REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

----------

 TRUSTMARK CORPORATION
(Exact name of Registrant as specified in charter)

MISSISSIPPI                       6712                    64-0471500  
(State or other              (Primary Standard                (I.R.S.     
jurisdiction of                  Industrial                  Employer     
incorporation or             Classification Code           Identification 
organization)                    Number)                      No.)      

 248 East Capitol Street
 Jackson, MS 39201
(601) 354-5111

 (Address, including Zip Code,
 and telephone, including area code of
 Registrant's principal executive offices)

GERARD R. HOST
 TRUSTMARK CORPORATION
 248 East Capitol Street
Jackson, Mississippi 39201
(601) 949-6651

 (Name, address, including Zip Code, and telephone number,
including area code, of agent for service)

Copies of communications to:

ROBERT D. DRINKWATER
 BRUNINI, GRANTHAM, GROWER & HEWES, PLLC
P. O. Drawer 119
 Jackson, Mississippi 39205-0119
(601) 948-3101

 Approximate date of commencement of proposed sale
of the securities to the public:
As soon as practicable after
 the effective date of this Registration Statement

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 CALCULATION OF REGISTRATION FEE

                                                                [Download Table]

 TITLE PROPOSED                                                             
     OF EACH                          MAXIMUM     PROPOSED                  
     CLASS OF                        OFFERING     MAXIMUM                   
    SECURITIES        AMOUNT           PRICE      AGGREGATE      AMOUNT OF  
      TO BE           TO BE             PER       OFFERING     REGISTRATION 
    REGISTERED     REGISTERED(1)      SHARE(2)    PRICE(2)         FEE(2)   
 --------------    -------------     ---------    ---------    -------------
                                                                            
Common Stock        3,304,839         $ 26.03    $ 86,027,000     $ 21,507  

(1)   Maximum number of shares issuable in connection with the Merger.          

(2)   Based on book value of Barret shares pursuant to Rule 457(f)(2).          

    The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the Registration Statement shall become     
effective on such date as the Commission acting pursuant to said Section 8(a),  
may determine.                                                                  

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PROXY STATEMENT 
OF BARRET BANCORP, INC. 
FOR THE SPECIAL MEETING OF SHAREHOLDERS 
TO BE HELD ON MARCH 26, 2001. 

PROSPECTUS
OF
TRUSTMARK CORPORATION 
Relating to up to 3,304,839 shares of 
COMMON STOCK

The board of directors of Trustmark and Barret have approved the    
acquisition of Barret by Trustmark for a total consideration of $102,450,000.   
The acquisition will be structured as a merger of Barret with Trustmark. In     
addition, Peoples Bank, a subsidiary of Barret, will be merged with Trustmark   
National Bank, which is a subsidiary of Trustmark. Somerville Bank & Trust      
Company, another subsidiary of Barret, will become a subsidiary of Trustmark.   

  If the Merger is completed, the holders of Barret common shares, other
than the Estate of Paul Barret, Jr., will have the right to convert each of     
their shares into either (1) cash in the amount of $9,733 per share, (2) a      
number of the common shares of Trustmark equal to the "Exchange Ratio," or (3) a
combination of cash and Trustmark common shares. The Exchange Ratio is equal to 
$9,733 divided by the average closing price of Trustmark common stock over a    
specified period preceding the vote on the Merger. The Estate of Paul Barret,   
Jr. has agreed to elect to receive the amount of cash and Trustmark common      
shares necessary to cause the aggregate Merger Consideration to be payable 50   
percent in cash and 50 percent in Trustmark common shares.                      

 The Merger must be approved by various regulatory authorities and the
shareholders of Barret. Barret has scheduled a special meeting of its           
shareholders to vote on the Merger on March 26, 2001, 4:00 o'clock p.m. at 9105 
Barret Road, Millington, TN 38053.                                              

      This Proxy Statement also constitutes the prospectus of Trustmark relating
to the shares of Trustmark common stock to be issued to Barret's shareholders   
pursuant to the Merger. Trustmark's common shares trade on the NASDAQ National  
Market under the symbol "TRMK."                                                 

--------- 

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of Trustmark's shares or passed upon the 
accuracy or adequacy of this Proxy Statement. Any representation to the contrary
is a criminal offense.                                                          

The date of this Proxy Statement is February 22, 2001.    

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ADDITIONAL INFORMATION                                                          

This document incorporates important business and financial information about   
Trustmark from documents that are not included in or delivered with this        
document. You can obtain documents incorporated by reference into this Proxy    
Statement (other than certain exhibits to those documents) by requesting them in
writing or by telephone from Trustmark at 248 East Capitol Street, Jackson,     
Mississippi, 39201, Attn: Gerard R. Host, telephone number (601) 949-6651. You  
will not be charged for any of these documents that you request. If you would   
like to request documents, please do so at least five days prior to the Special 
Meeting. See the headings "Trustmark Corporation-General"and "Additional        
Information."                                                                   

 TABLE OF CONTENTS

                                                                [Download Table]

                                                                          Page
                                                                          ----
                                                                              
SUMMARY.....................................................................2 
        THE PARTIES.........................................................2 
        THE MERGER..........................................................2 
        THE BARRET SPECIAL MEETING..........................................3 
        VOTES REQUIRED; INTERESTS OF CERTAIN PERSONS........................3 
        BARRET BOARD OF DIRECTORS' RECOMMENDATION...........................3 
        EFFECTIVE DATE......................................................3 
        FEDERAL INCOME TAX CONSEQUENCES.....................................3 
        ACCOUNTING TREATMENT................................................3 
        DISSENTERS' RIGHTS OF APPRAISAL.....................................3 
        RESALES OF TRUSTMARK SHARES.........................................3 
        REGULATORY AUTHORITY APPROVALS......................................4 
        MARKETS AND MARKET PRICES...........................................4 
        EQUIVALENT PER SHARE DATA...........................................4 
        COMPARATIVE PER SHARE DATA..........................................4 

THE BARRET SPECIAL MEETING..................................................5 
        GENERAL.............................................................5 
        SPECIAL MEETING; VOTING; PROXIES; REVOCATION........................5 
        VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF.....................5 
        INTERESTS OF CERTAIN PERSONS........................................5 

THE MERGER..................................................................6 
        BACKGROUND OF THE MERGER............................................6 
        BARRET'S REASONS FOR ENTERING INTO THE MERGER.......................7 
        TRUSTMARK'S REASONS FOR ENTERING INTO THE MERGER....................7 
        THE MERGER AGREEMENT................................................8 
                 STRUCTURE OF THE TRANSACTION...............................8 
                 THE EXCHANGE RATIO AND THE ELECTION........................8 
                 REPRESENTATIONS, WARRANTIES AND COVENANTS..................9 
                 SPECIAL AGREEMENTS.........................................9 
                 BARRET'S COVENANTS.........................................9 
                 TRUSTMARK'S COVENANTS.....................................10 
                 CONDITIONS TO CONSUMMATION OF THE MERGER..................10 
                          CONDITIONS TO TRUSTMARK'S OBLIGATIONS............10 
                          CONDITIONS TO BARRET'S OBLIGATIONS...............11 
                 TERMINATION...............................................11 

TRUSTMARK CORPORATION......................................................12 
        GENERAL............................................................12 
        SELECTED FINANCIAL DATA............................................12 

BARRET BANCORP.............................................................13 
        GENERAL............................................................13 
        EMPLOYEES..........................................................13 
        CUSTOMERS..........................................................13 
        PROPERTIES.........................................................13 
        LEGAL PROCEEDINGS..................................................13 
        BANKING............................................................13 

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                                                                [Download Table]
                                                                             
        INVESTMENT IN BANKS................................................13
        COMPETITION........................................................13
        OWNERSHIP OF BARRET COMMON STOCK...................................14
        BARRET SELECTED FINANCIAL DATA.....................................15
        MARKET PRICES OF AND DIVIDENDS PAID ON BARRET STOCK................16
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND      
                 RESULTS OF OPERATIONS.....................................17

EXCHANGE OF BARRET CERTIFICATES............................................21

RIGHTS OF DISSENTING SHAREHOLDERS..........................................21
        FILING WRITTEN OBJECTION AND VOTE AGAINST THE MERGER...............21
        NOTICE OF THE EFFECTIVE DATE.......................................21
        WRITTEN DEMAND.....................................................21
        APPRAISAL..........................................................22
        PAYMENT AND COSTS..................................................23
        NOTICES............................................................23

FEDERAL INCOME TAX CONSEQUENCES............................................23

ACCOUNTING TREATMENT.......................................................24

RESALES OF TRUSTMARK COMMON SHARES.........................................24

REGULATORY AUTHORITY APPROVALS.............................................24

COMPARISON OF RIGHTS OF SHAREHOLDERS.......................................24
        SIZE AND CLASSIFICATION OF BOARD OF DIRECTORS; VACANCIES...........24
        REMOVAL OF DIRECTORS...............................................25
        SHAREHOLDER NOMINATIONS............................................25
        BOARD ACTION WITHOUT A MEETING.....................................25
        CUMULATIVE VOTING..................................................25
        AMENDMENTS TO ARTICLES.............................................25
        MERGER; SHARE EXCHANGE; SALE OF ASSETS.............................26
        APPRAISAL AND DISSENTERS' RIGHTS...................................26
        INDEMNIFICATION OF OFFICERS AND DIRECTORS .........................27
        BUSINESS COMBINATION STATUTES .....................................28
        TAKEOVER BID DISCLOSURE STATUTES ..................................28

LEGAL OPINIONS.............................................................29

EXPERTS....................................................................29

ADDITIONAL INFORMATION.....................................................29

ANNEX A                                                                      

        Merger Agreement................................................A - 1

ANNEX B                                                                      

       Sections 48-23-101 through 48-23-302 of the Tennessee                 
                 Business Corporation Act...............................B - 1

ANNEX C                                                                      

       Barret Financial Statements......................................C - 1

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 SUMMARY

     This summary highlights the information included in this Proxy Statement.
Since it does not contain all of the information important to you, we urge you  
to read the entire Proxy Statement and the other documents referred to in this  
Proxy Statement before deciding how to vote.                                    

THE PARTIES                                                                     

Trustmark and Trustmark Bank.                                       

     Trustmark, a Mississippi corporation, is a one-bank holding company which
owns 100 percent of the outstanding shares of Trustmark Bank. Through Trustmark 
Bank and its subsidiaries, Trustmark provides a broad range of banking,         
investment and insurance services. Trustmark's principal executive offices are  
located at 248 East Capitol Street, Jackson, Mississippi, 39201, Telephone      
Number (601) 354-5111. See the heading "Trustmark Corporation."                 

Barret, Peoples and Somerville                                      

  Barret, a Tennessee corporation, is a multi-bank holding company which
owns 100 percent of the outstanding shares of Peoples and Somerville. Through   
Peoples and Somerville, Barret offers a variety of banking and financial        
services to businesses and individuals. Barret's principal executive offices are
located at 9105 Barret Road, Millington, Tennessee 38053. See the heading       
"Barret Bancorp."                                                               

THE MERGER                                                                      

     If the Merger is approved, Barret will be merged into Trustmark. Barret's
shareholders will have the right to elect to convert their Barret shares into   
cash, Trustmark common stock, or a combination of cash and Trustmark common     
stock. Holders of Barret's shares converted into cash will be entitled to       
receive $9,733 per share of Barret stock. Each Barret share converted into      
shares of Trustmark common stock will be converted into that number of shares of
Trustmark common stock equal to the Exchange Ratio. The Exchange Ratio is equal 
to $9,733 divided by the average closing price of Trustmark common stock on the 
NASDAQ market for the five consecutive trading days ending three trading days   
prior to the Barret Special Meeting.                                            

   The Merger Agreement among Trustmark, Trustmark Bank, Barret, Peoples and
Somerville provides that 50 percent of the Merger Consideration will be payable 
in cash and 50 percent in Trustmark common stock. Each Barret shareholder, other
than the Estate of Paul Barret, Jr., can elect to receive all cash, all         
Trustmark shares, or any combination of cash and shares. The Estate of Paul     
Barret, Jr., which controls 61.6 percent of Barret's common stock, has agreed to
elect to take an appropriate amount of cash and Trustmark common stock to ensure
that the Merger Consideration is payable equally in cash and Trustmark common   
stock regardless of the elections made by the other shareholders of Barret.     

Any fractional Trustmark shares which would otherwise be issued as a
result of the Merger will not be issued. Instead, cash will be paid to Barret   
shareholders in lieu of fractional Trustmark shares. See the heading "The       
Merger -- The Merger Agreement."                                                

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THE BARRET SPECIAL MEETING                                                      

    The Special Meeting of Barret's shareholders to consider and vote on the
Merger will be held on March 26, 2001, at 4:00 o'clock p.m., local time, at     
Barret's offices located at 9105 Barret Road, Millington, Tennessee 38053. Only 
Barret shareholders of record at the close of business on March 12, 2001 shall  
be entitled to notice of and to vote at the Special Meeting. See the heading    
"The Barret Special Meeting."                                                   

VOTES REQUIRED; INTERESTS OF CERTAIN PERSONS                                    

     Approval of the Merger requires the affirmative vote of a majority of the
outstanding shares of Barret.                                                   

   The persons who are directors and officers of Barret beneficially own a
total of 6,754 (64.2 percent) of Barret's outstanding shares, including 6,484   
shares owned by the Estate of Paul Barret, Jr. for which two of Barret's        
directors serve as co-executors. The directors have agreed to vote their shares 
in favor of the Merger. See the heading "The Barret Special Meeting - Special   
Meeting; Voting; Proxies; Revocation."                                          

BARRET BOARD OF DIRECTORS' RECOMMENDATION                                       

The board of directors of Barret, which is soliciting proxies in    
connection with the Special Meeting, unanimously voted to approve the Merger and
recommends that Barret's shareholders vote FOR adoption of the Merger Agreement.

     The board of directors of Barret believes that the Merger Agreement is in
the best interests of Barret's shareholders. Barret's board of directors        
considered, among other things, that the terms of the Merger will enable        
Barret's shareholders to convert their investment in Barret into cash and/or    
marketable shares in a more diversified, public company at an attractive        
valuation of Barret. See the heading "The Merger -- Barret's Reasons For        
Entering Into the Merger."                                                      

EFFECTIVE DATE                                                                  

     The parties currently anticipate that the Merger will be completed during
the second quarter of 2001. Either party may terminate the Merger if it is not  
completed by September 28, 2001, without the fault of such party. See the       
heading "The Merger -- The Merger Agreement-Termination."                       

FEDERAL INCOME TAX CONSEQUENCES                                                 

 In the opinion of Brunini, Grantham, Grower & Hewes, PLLC, counsel to
Trustmark, the Merger will constitute a "reorganization" within the meaning of  
Section 368 of the Internal Revenue Code of 1986. Accordingly, Barret           
shareholders will not recognize gain or loss for federal income tax purposes    
upon the conversion of Barret common shares into Trustmark common shares.       
Shareholders electing to receive cash in lieu of Trustmark common stock and     
shareholders receiving cash in lieu of fractional shares will be required to    
recognize gain or loss. See the heading "Federal Income Tax Consequences."      

ACCOUNTING TREATMENT                                                            

    The Merger will be accounted for as a "purchase" for financial reporting
purposes. See the heading "Accounting Treatment."                               

DISSENTERS' RIGHTS OF APPRAISAL                                                 

Barret's shareholders will have dissenters' rights of appraisal as a
result of the Merger. See the heading "Rights of Dissenting Shareholders."      

RESALES OF TRUSTMARK SHARES                                                     

    Except for Trustmark shares held by "Affiliates" of Barret or Trustmark,
the Trustmark shares received as a consequence of the Merger will be freely     
tradeable. Persons who are deemed Affiliates of Barret can trade the Trustmark  
shares acquired in the Merger. However, for a period of one year following the  
Merger shares must be sold in "brokerage" transactions, and the number of shares

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which can be sold by the Estate of Paul Barret, Jr. may be subject to certain   
limitations. See the heading "Resales of Trustmark Common Shares."              

REGULATORY AUTHORITY APPROVALS                                                  

   The Merger and the Merger of Peoples into Trustmark Bank are subject to
the approval of applicable regulatory authorities. The Merger must be approved  
by the Federal Reserve Board and the Tennessee Department of Financial          
Institutions. The Merger of Peoples into Trustmark Bank must be approved by the 
Comptroller of the Currency. Appropriate applications have been filed with these
agencies. The parties know of no reason these approvals will not be received in 
due course; however, there can be no assurance whether or when these approvals  
will be obtained. See the heading "Regulatory Authority Approvals."             

MARKETS AND MARKET PRICES                                                       

      Trustmark's common shares are traded on the NASDAQ National Market System.

  There is no active market for the outstanding shares of Barret. To the
knowledge of Barret's management, the only transactions in Barret shares which  
have taken place in the last 24 months have been transfers among Barret         
shareholders and redemptions by Barret. See the heading "Barret Bancorp --      
Market Prices and Dividends Paid on Barret Stock."                              

EQUIVALENT PER SHARE DATA                                                       

The following table sets forth certain equivalent per share data    
concerning Barret's outstanding common shares. Using the closing price of       
Trustmark's shares on December 12, 2000 (the day prior to the public            
announcement of the Merger) and on a recent date and applying the Exchange Ratio
that would have been in effect on those dates, the following chart reflects the 
value of the Trustmark shares that would have been received for each Barret     
share on those dates.                                                           

                                                                [Download Table]

                         TRUSTMARK          EXCHANGE             EQUIVALENT   
      DATE                 PRICE             RATIO             PER SHARE VALUE
      ----               ---------          --------           ---------------
                                                                              
December 12, 2000         $19.375            502.35                $ 9,733    

February 7, 2001          $20.938            464.80                $ 9,733    

COMPARATIVE PER SHARE DATA                                                      

      The following table presents certain data concerning net income per share,
dividends per share and book value per share for Trustmark and Barret on a      
historical and pro forma basis.                                                 

     The pro forma data gives effect to the Merger accounted for as a purchase
using an exchange ratio of 512.2662 Trustmark shares, which is the Exchange     
Ratio if the Average Trustmark Price (defined below under the heading "The      
Merger Agreement--The Exchange Ratio and the Election") is $19 per share, for   
each share of Barret common stock electing to receive shares. Based on the      
Merger Agreement, total share and cash elections must both equal fifty percent  
of the Merger Consideration. Equivalent pro forma per share amounts for Barret  
are calculated by multiplying the pro forma income per share, pro forma book    
value per share and pro forma dividends per share of Trustmark by the Exchange  
Ratio of 512.2662. This information is not necessarily indicative of the results
of operations or combined financial condition that would have resulted if the   
merger had been consummated at the beginning of the periods indicated.          

                                                                [Download Table]

                                              NINE MONTHS ENDED       YEAR ENDED    
                                                SEPTEMBER 30,        DECEMBER 31,   
                                              ------------------  ------------------
                                                      2000               1999       
                                              ------------------  ------------------
                                                                                    
TRUSTMARK CORPORATION AND SUBSIDIARIES:                                             
     Earnings Per Share (Basic and Diluted):                                        
          Historical                          $             1.13  $             1.36
          Pro Forma                                         1.13                1.37

     Cash Dividends Per Share :                                                     
          Historical                                        0.38                0.44
          Pro Forma                                         0.38                0.44

     Book Value Per Share :                                                         
          Historical                                        9.39                9.31
          Pro Forma                                         9.77                9.67

BARRET BANCORP AND SUBSIDIARIES:                                                    
     Earnings Per Share (Basic and Diluted):                                        
          Historical                          $           476.72  $           716.10
          Equivalent Pro Forma                            578.86              701.80

     Cash Dividends Per Share :                                                     
          Historical                                        0.00              150.00
          Equivalent Pro Forma                            194.66              225.40

     Book Value Per Share :                                                         
          Historical                                    8,159.00            7,625.00
          Equivalent Pro Forma                          5,004.84            4,953.61

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THE BARRET SPECIAL MEETING

GENERAL                                                                         

      This Proxy Statement provides you with important information regarding the
Merger and solicits your proxy for use at the Special Meeting being called to   
consider and vote on the Merger.                                                

SPECIAL MEETING; VOTING; PROXIES; REVOCATION                                    

  The Special Meeting is scheduled for 4:00 o'clock p.m., local time, on
March 26, 2001, at Barret's offices located at 9105 Barret Road, Millington,    
Tennessee 38053. Only shareholders of Barret on the Barret Record Date of March 
12, 2001 will be entitled to notice of and to vote at the Special Meeting.      

      On the Barret Record Date there were 10,525.982541 shares of Barret common
stock issued and outstanding. Each share is entitled to cast one vote on the    
Merger. Approval of the Merger Agreement requires the vote of the holders of a  
majority of the outstanding Barret common shares, or 5,263 shares. For purposes 
of voting on the Merger, a failure to vote, an abstention and a no vote all have
the effect of a vote against the Merger.                                        

      Person's who are directors and officers of Barret beneficially own a total
of 6,754 (64.2 percent) of Barret's outstanding shares, including 6,484 shares  
owned by the Estate of Paul Barret, Jr. for which two of Barret's directors     
serve as co-executors. The directors and the co-executors of the Estate of Paul 
Barret, Jr. have agreed to vote their shares in favor of the Merger.            

  PLEASE FILL OUT AND MAIL THE ENCLOSED PROXY. If you properly execute a
proxy and if it is received in time for the Special Meeting your proxy will be  
voted in accordance with the choice specified. If you complete a proxy but do   
not specify a choice, your proxy will be deemed a vote FOR the Merger.          

  See below under the heading "The Merger -- The Merger Agreement -- The
Exchange Ratio and The Election" for information on the Election Form for use in
electing to receive cash and/or Trustmark common shares in connection with the  
Merger.                                                                         

Even if you give a proxy you have the power to revoke it before your
shares are voted on the Merger. You may revoke your proxy by giving a later     
dated proxy, by submitting a written revocation to Barret's corporate secretary,
or by revoking the proxy in person at the Special Meeting.                      

    Representatives of Barret may solicit proxies by mail, personal contact,
telephone, telegram or other form of communication. These persons will not      
receive any special or additional compensation for soliciting proxies. If any   
Barret shares are held by nominees, fiduciaries or other custodians, those      
persons will be asked to forward soliciting materials to the beneficial owners  
of shares, and Barret will pay such nominees, fiduciaries and other custodians  
their reasonable out-of-pocket expenses.                                        

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF                                 

 Barret has 10,525.982541 shares of common stock outstanding, owned by
approximately 177 shareholders. The following is certain information about      
shares of persons beneficially owning more than five percent of Barret's        
outstanding shares.                                                             

                                                                [Download Table]

                                    Amount and Nature                  
         Name of                 of Beneficial Ownership        Percent
     Beneficial Owner               (Number of Shares)         of Class
     ----------------            -----------------------       --------
                                                                       
Estate of Paul Barret, Jr.(1)              6,484                  61.6 
Rebecca B. Matthews                          966                   9.2 

(1) John P. Douglas, Jr. and Graves C. Leggett are co-executors of the Estate of
Paul Barret, Jr., and are authorized to vote these shares. Mr. Douglas          
personally owns 62 shares. Mr. Leggett personally owns 8 shares.                

INTERESTS OF CERTAIN PERSONS                                                    

    Certain officers and directors of Barret, Peoples, and Somerville may be
deemed to have interests in the Merger that are in addition to their interests  
as shareholders of Barret generally. The board of directors of Barret was aware 
of these interests and considered them, among other matters, in approving the   
Merger Agreement and the Merger.                                                

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      Barret will enter into an agreement prior to the Merger to continue to pay
directors John P. Douglas, Jr. Leggett, Hughes, Spencer, Wilder and Harvey      
directors' fees of $1,000 per month for their services as directors of Barret or
any successor of Barret. This obligation will cease as to each director on the  
earlier of three years from the effective date of the Merger or the director's  
death. A director's fees can be terminated if a he competes with Barret (or any 
successor of Barret) within the Memphis metropolitan statistical area (including
Fayette county) during this three-year period.                                  

   The Merger Agreement provides that Trustmark will indemnify the present
and former directors and officers of Barret and Peoples against all costs or    
expenses (including reasonable attorneys' fees), judgments, fines, losses,      
claims, damages, or liabilities incurred in connection with any claim arising   
out of actions or omissions occurring at or prior to the date of the Merger in  
an amount not to exceed the maximum scope of coverage and limits of the existing
directors and officers liability insurance policies held by Barret and Peoples. 

     Peoples previously entered into a performance compensation agreement with
Charles M. Ennis. On the effective date of the Merger, Peoples shall be         
obligated to pay Mr. Ennis $386,850 with respect to his performance             
compensation agreement.                                                         

Certain officers of Peoples and Somerville were granted options to  
purchase up to an aggregate of 105 shares of the common stock of Barret. At or  
prior to the Merger, these options will be terminated in exchange for cash      
payments of $1,961 per share, which represents the difference between $9,733 and
the exercise price of the options.                                              

THE MERGER

BACKGROUND OF THE MERGER                                                        

 Historically, Peoples (formerly Barretville Bank & Trust Company) was
majority owned and controlled by Mr. Paul Barret, Jr. Prior to 1960, Peoples    
acquired an ownership position in Somerville, when Tennessee law allowed equity 
ownership by a Tennessee bank of another Tennessee bank. By the early 1990's    
Peoples owned approximately 39.4% of Somerville, and Mr. Barret and a           
corporation owned by him separately owned approximately 15% of Somerville. In   
October 1997, Mr. Barret suffered a stroke and after that date was unable to    
participate in the business affairs of Peoples.                                 

      In August 1998, the Peoples board of directors engaged a financial adviser
to prepare an analysis of Peoples common stock, in order to evaluate a possible 
exchange of Somerville stock for Peoples stock. Based on the related tax,       
securities, operational and regulatory issues, the parties and their counsel    
determined that it would be necessary for Peoples to first form a one bank      
holding company that would acquire Peoples.                                     

 Barret was formed in the fall of 1998 and acquired 100% of the common
stock of Peoples in February 1999. Shareholders of Peoples who did not dissent  
from the transaction acquired one share of Barret common stock for each share of
Peoples stock held by them. In May 1999, Barret acquired 100% of the common     
stock of Somerville. Shareholders of Somerville had the option of receiving     
either cash in the amount of $9,224 per share of Somerville common stock or     
common stock of Barret at an exchange ratio of 1.18682. After the acquisition of
Somerville, Mr. Barret held approximately 61% of the outstanding shares of      
Barret common stock.                                                            

   Mr. Barret died in December 1999. Pursuant to the terms of Mr. Barret's
will, all of his assets, including his ownership interest in Barret, are to be  
transferred to a charitable trust. This trust cannot hold over 20% of the shares
of common stock of Barret for an extended period of time without violating      
certain regulations of the Internal Revenue Service regarding private           
foundations. In addition, the co-executors of the Estate of Paul Barret, Jr.    
were concerned that the trust have a portfolio of diversified assets, rather    
than being concentrated in the stock of Barret.                                 

      For these reasons, on July 7, 2000, the co-executors of the Barret Estate,
who are also members of the board of directors of Barret, advised the board of  
their decision to investigate the sale of the shares of Barret held by the      
Estate. The board agreed to investigate sale of Barret in a merger transaction. 

During July 2000, legal counsel, on behalf of Barret, contacted four
community banks, six larger regional banks, and two individuals that Barret's   
board believed might be interested in acquiring Barret.                         

     Preliminary bids were received from one community bank and three regional
banks, including Trustmark. Some of the preliminary bids were for cash, which   
would have made the transaction taxable to Barret's shareholders. The           
preliminary bid by the community bank was for stock, but was not pursued since  
the bidder's stock was not publicly traded. The preliminary bid from Union      
Planter's Corporation was the highest at $106 million, payable in Union Planters
common stock.                                                                   

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  Barret and Union Planters entered into a letter of intent on August 8,
2000. Union Planters began its due diligence review of Barret, and Union        
Planters and Barret continued negotiating definitive terms. Ultimately, Barret  
and Union Planters were unable to reach a definitive agreement, and the letter  
of intent expired on September 29, 2000.                                        

   On September 29, 2000, legal counsel for Barret contacted Trustmark and
one other regional bank which had previously made a preliminary offer to        
purchase Barret. The two institutions conducted due diligence during the month  
of October 2000.                                                                

Trustmark made an initial offer of $103 million on October 31, 2000,
payable 50% in stock and 50% in cash. During November 2000, representatives for 
Trustmark and Barret negotiated definitive terms. As a result of those          
negotiations, the purchase price was adjusted to $102,450,000.                  

   On December 11, 2000, the board of directors of Barret met and reviewed
the terms and conditions of the proposed Merger Agreement. The board unanimously
approved the Merger Agreement and agreed to recommend its approval by Barret's  
shareholders. Trustmark signed the Merger Agreement on December 12 and the      
Merger was announced on December 13.                                            

BARRET'S REASONS FOR ENTERING INTO THE MERGER                                   

     The board of directors of Barret believes that the Merger is fair to, and
in the best interests of, Barret and its shareholders. If the Merger is         
consummated, the shareholders of Barret will have the option to receive (1) a   
cash payment, (2) marketable shares in a much larger and more diversified       
company, or (3) a combination of the foregoing.                                 

The terms of the Merger are the result of arm's-length negotiations 
between representatives of Barret and Trustmark. In reaching its determination  
that the Merger and Merger Agreement are fair to, and in the best interest of,  
Barret and its shareholders, the Barret board of directors consulted with its   
advisers, as well as with Barret management, and considered a number of factors,
including, without limitation, the following:                                   

(a) the board's familiarity with and review of Barret's business,   
financial condition, results of operations, and prospects, including, without   
limitation, its potential growth and profitability and the general business     
risks of continued operation as an separate entity;                             

     (b) information concerning the business, financial condition, and results
of operations of Trustmark, including the recent performance of Trustmark common
stock and the historical financial data of Trustmark;                           

(c) the board's belief that the terms of the Merger Agreement are   
attractive in that the Merger Agreement allows Barret shareholders to elect to  
convert an illiquid asset into cash or into shares of an institution with       
publicly traded stock, whose capital base is strong and which has a history of  
paying dividends;                                                               

      (d) the comparison of the value to be received by holders of Barret common
stock pursuant to the Merger Agreement in relation to expressions of interest   
from other prospective acquirers;                                               

(e) the expectation that the Merger will generally be a tax-free    
transaction to the extent Barret's shareholders receive shares of Trustmark     
common stock (see the heading "Federal Income Tax Consequences");               

   (f) the current and prospective economic and regulatory environment and
competitive constraints facing the banking and financial institutions in the    
market area of Barret's banking subsidiaries; and                               

  (g) the recent business combinations involving financial institutions,
either announced or completed, during the past year in the United States, the   
State of Tennessee and contiguous states and the effect of such combinations on 
competitive conditions in the market area of Barret's banking subsidiaries.     

 The Barret board of directors did not assign any specific or relative
weights to the foregoing factors in their considerations.                       

TRUSTMARK'S REASONS FOR ENTERING INTO THE MERGER                                

  Trustmark's board of directors believes that the acquisition of Barret
provides an opportunity for Trustmark to enter attractive, dynamic and growing  
markets contiguous to existing operations as well as protect and expand its     
existing DeSoto County franchise. In addition, this transaction represents an   
opportunity for Trustmark to generate additional deposits in a market where it  
does not presently have a significant market share. In evaluating the           
transaction, Trustmark's board of directors considered a variety of             

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factors, including the respective results of operations, financial conditions   
and prospects of Trustmark and Barret; the compatibility and complementary      
nature of the respective businesses and managerial philosophies; and the prices 
paid in recent acquisitions of financial institutions.                          

THE MERGER AGREEMENT                                                            

STRUCTURE OF THE TRANSACTION                                        

If the Merger is approved, Barret will be merged into Trustmark and 
Peoples will be merged into Trustmark Bank. Following the Merger, Barret and    
Peoples will cease to exist. Trustmark will succeed to the business formerly    
conducted by Barret and Trustmark Bank will succeed to the business formerly    
conducted by Peoples. Somerville will remain as a separate, wholly owned        
subsidiary of Trustmark.                                                        

THE EXCHANGE RATIO AND THE ELECTION                                 

As a consequence of the Merger, you will have the right to elect to 
receive cash, Trustmark common stock or a combination of cash and Trustmark     
stock. Each share of Barret common stock converted into cash will be converted  
into $9,733 per share. Each share converted into Trustmark common stock will be 
converted into a number of shares of Trustmark common stock equal to the        
Exchange Ratio. The Exchange Ratio is equal to $9,733 divided by the "Average   
Trustmark Price." The Average Trustmark Price is the average closing price of   
Trustmark Common Stock quoted on the NASDAQ market for the five consecutive days
ending three days prior to the date of the Special Meeting.                     

      The following chart computes the Exchange Ratio at various assumed Average
Trustmark Prices. The computation of the shares being issued by Trustmark is    
based on 50 percent of the aggregate Merger Consideration of $102,450,000 being 
paid in cash and 50 percent in shares of Trustmark common stock.                

                                                                [Download Table]

AVERAGE TRUSTMARK              TRUSTMARK                      EXCHANGE RATIO 
      PRICE                  SHARES ISSUED                   PER BARRET SHARE
-----------------            -------------                   ----------------
                                                                             
      $15.50                   3,304,839                         627.9394    
       16.50                   3,104,546                         589.8825    
       17.50                   2,927,143                         556.1749    
       18.50                   2,768,919                         526.1114    
       19.00                   2,696,052                         512.2662    
       19.50                   2,626,923                         499.1313    
       20.50                   2,498,780                         474.7834    
       21.50                   2,382,558                         452.7005    

    If the Average Trustmark Price is more than $21.50, Barret has the right
to terminate the Merger Agreement. If the Average Trustmark Price is less than  
$15.50, Trustmark has the right to terminate the Merger Agreement.              

      The Exchange Ratio will be adjusted if the number of Trustmark outstanding
shares is changed prior to the effective date of the Merger due to any          
reclassification, recapitalization, stock split, stock dividend or similar      
transaction.                                                                    

     Trustmark will not issue fractional shares in connection with the Merger.
If you would otherwise have been entitled to receive a fractional share, you    
will receive cash in an amount equal to that fractional share multiplied by the 
Average Trustmark Price.                                                        

Included in this Proxy Statement is an Election Form (see the green 
colored form) which you should use to elect to receive cash, Trustmark common   
stock, or a combination of cash and Trustmark common stock. You must complete   
this form and return it to Barret before the Special Meeting. If you do not     
return a properly executed Election Form before the Special Meeting, you will be
deemed to have made an election to convert all of your Barret shares into shares
of Trustmark common stock.                                                      

    If you submit an Election Form and later desire to change it, you may do
so by submitting a properly executed, revised Election Form on or before the    
date of the Special Meeting.                                                    

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    If you have any question concerning the completion of the Election Form,
please contact Denna Krosp at Barret. Her phone number is (901) 829-4211.       

The Merger Agreement provides that regardless of how individual     
shareholders make their cash/stock elections, the total Merger Consideration    
will be payable 50 percent in cash and 50 percent in shares of Trustmark common 
stock. The Estate of Paul Barret, Jr., which owns 61.6 percent of the           
outstanding Barret shares, has agreed to elect the amount of cash and stock     
required to cause the overall Merger Consideration to be payable by Trustmark in
this ratio.                                                                     

REPRESENTATIONS, WARRANTIES AND COVENANTS                           

Pursuant to Article 4 of the Merger Agreement, Barret, Peoples and  
Somerville made various representations and warranties concerning their         
corporate and capital structures, financial condition, liabilities, legal and   
regulatory compliance, litigation and related matters. Representations and      
warranties were made by Trustmark and Trustmark Bank in Article 5. The continued
truth and accuracy of these representations and warranties are conditions       
precedent to consummation of the Merger.                                        

SPECIAL AGREEMENTS                                                  

  Article 6 of the Merger Agreement sets out certain special agreements.
These include:                                                                  

     Pursuant to Section 6.1, prior to December 31, 2000, Barret was permitted
to pay a cash dividend out of current operating profits not in excess of        
$1,578,900. If the Merger is not consummated on or before September 1, 2001,    
Barret will be entitled to pay a cash dividend out of current operating profit  
not in excess of $789,449. Except for the foregoing, Barret is not allowed to   
declare or pay any cash or other dividends to its shareholders prior to         
consummation of the Merger.                                                     

Sections 6.2, 6.3, 6.4 and 6.5 of the Merger Agreement address the  
employment terms that will be offered to the existing employees of Peoples and  
Somerville.                                                                     

In Section 6.8, Barret's board of directors agreed to recommend that
Barret's shareholders vote in favor of the Merger. The board will not be        
required to make a recommendation if, in the opinion of Barret's counsel, doing 
so would violate the board's fiduciary duties to its shareholders.              

   Pursuant to Section 6.12, Trustmark has agreed to indemnify, defend and
hold harmless the present and former directors and officers of Barret and       
Peoples against all claims, losses and liabilities in connection with any       
action, suit or proceeding arising out of actions or omissions occurring at or  
prior to the effective date of the Merger in an amount not to exceed the maximum
scope of coverage and limits of the existing directors' and officers' liability 
insurance policy written by Fidelity & Deposit Insurance Company of Maryland.   

  Pursuant to Section 6.13, Peoples and Somerville were permitted to pay
normal and customary bonuses to their officers and employees for the calendar   
year 2000 in an amount not to exceed $382,000 for Peoples and $175,000 for      
Somerville.                                                                     

 Pursuant to Section 6.14, Barret agreed to cooperate and use its best
efforts to identify persons who may be deemed to be "Affiliates" of Barret and  
to cause those persons to execute Affiliate Agreements in favor of Trustmark.   

    Pursuant to Section 6.16, Barret agreed to terminate its 105 outstanding
options by making a cash payment to the option holders of $1,961 per share,     
which represents the difference between $9,733 and the exercise price of the    
options.                                                                        

BARRET'S COVENANTS                                                  

      In Article 7 of the Merger Agreement, Barret undertook certain obligations
on its behalf and on behalf of Peoples and Somerville. These obligations        
include:                                                                        

      (a) To allow Trustmark access to its records and properties (Section 7.2);

(b) Not to encourage, solicit or negotiate any other "Acquisition   
Proposal" (as defined in the Merger Agreement) except as required to comply with
its fiduciary obligations (Section 7.3);                                        

(c) To operate its business in substantially the same manner as such
business is currently being operated and to use its best efforts to maintain the
goodwill of its customers and suppliers (Section 7.4(a));                       

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(d) To notify Trustmark of any unusual or material problems or      
developments with respect to its business, financial condition, operations or   
assets (Section 7.4(f));                                                        

      (e) To use its best efforts to cooperate with Trustmark to bring about the
transactions contemplated by the Merger Agreement (Section 7.4(g));             

     (f) Not to incur any material obligation except in the ordinary course of
business and to notify and consult with Trustmark before (1) incurring any      
expense or obligation above $25,000, (2) incurring any capital expenditure for  
any such entity in an amount in excess of $25,000 or (3) making any new loan or 
renewing any existing loan in excess of $500,000 (Section 7.5(a));              

(g) Not to increase the compensation of any director and, except for
normal and customary increases in the compensation of officers and employees    
which do not exceed 3.5 percent in the aggregate, increase the compensation of  
any officer or employee or enter into or amend any contract of employment or    
enter into or amend any insurance, profit sharing, pension, severance pay,      
bonus, incentive, deferred compensation or retirement plan or arrangement       
(Section 7.5(b));                                                               

   (h) Not to sell, transfer or convey any of its investment securities or
other assets outside the ordinary course of business (Section 7.5(d),(e));      

(i) Not to intentionally waive any material right, contractual or   
otherwise, or cancel or release any material debts or claims, whether or not in 
the ordinary course of business (Section 7.5(g));                               

     (j) Not to make, advance, extend or renew any loan or extension of credit
to any officer, director or employee other than loans on terms and conditions   
prevailing for comparable transactions which present no unusual risks or        
features (Section 7.5(i));                                                      

  (k) Not to allow its consolidated capital, including goodwill, to fall
below $85.9 million (Section 7.5(k)).                                           

TRUSTMARK'S COVENANTS                                               

  Pursuant to Article 8 of the Merger Agreement, Trustmark and Trustmark
Bank also undertook certain obligations in the Merger Agreement which include:  

 (a) To cause the Merger of Peoples and Trustmark Bank to be approved by
the shareholder of Trustmark Bank (Section 8.1);                                

      (b) To prepare, as promptly as practical, all regulatory filings which are
required to be made with respect to the Merger (Section 8.2);                   

(c) To use their reasonable efforts to operate their businesses in  
substantially the same manner as currently being operated and to use their best 
efforts to maintain the goodwill of their depositors, customers and suppliers   
(Section 8.3(a));                                                               

     (d) To duly and timely file all reports and returns and similar documents
and, unless contesting same by appropriate proceedings, pay all taxes and       
assessments (Section 8.3(b), (c));                                              

      (e) To use their best efforts to bring about the transactions contemplated
by the Merger Agreement (Section 8.3(d)); and                                   

    (f) To notify Barret of any unusual or material problems or developments
with respect to the business of either Trustmark or Trustmark Bank (Section     
8.3(e)).                                                                        

CONDITIONS TO CONSUMMATION OF THE MERGER                            

CONDITIONS TO TRUSTMARK'S OBLIGATIONS                       

  Pursuant to Article 9 of the Merger Agreement, Trustmark and Trustmark
Bank are not required to consummate the Merger unless:                          

    (a) The representations and warranties of Barret, Peoples and Somerville
remain true and correct and Barret, Peoples and Somerville comply with their    
covenants, agreements and undertakings in the Merger Agreement (Sections 9.1,   
9.4);                                                                           

      (b) The parties receive all required regulatory and governmental authority
approvals (Section 9.2);                                                        

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    (c) The Merger is approved by the board of directors and shareholders of
Barret and Peoples (Section 9.3);                                               

   (d) The acts, covenants, agreements and undertakings of Barret, Peoples
and Somerville to be performed or complied with shall have been duly performed  
and caused to be complied with in all material respects (Section 9.4);          

   (e) There has not occurred any material adverse change in the financial
condition, tangible properties or prospects of Barret, Peoples or Somerville    
since December 31, 1999 (Section 9.5);                                          

    (f) Trustmark and Trustmark Bank shall be satisfied that the Merger will
qualify as a tax-free reorganization for federal income tax purposes            
(Section 9.6);                                                                  

      (g) Trustmark receives the closing opinion of Barret's counsel in form and
in substance required by the Merger Agreement (Section 9.7);                    

     (h) Trustmark receives any third party consents necessary under the terms
of any contracts of Barret, Peoples or Somerville; (Section 9.8); and           

(i) The representation of the Affiliates contained in the Affiliate 
Agreements are true and correct and the Affiliates have complied with their     
covenants set out therein (Section 9.9).                                        

CONDITIONS TO BARRET'S OBLIGATIONS                              

     Pursuant to Article 10 of the Merger Agreement, Barret is not required to
consummate the Merger unless:                                                   

      (a) The representations and warranties of Trustmark and Trustmark Bank are
true and correct (Section 10.1);                                                

  (b) The parties have received all required regulatory and governmental
authority approvals (Section 10.2);                                             

   (c) The Merger has been approved by the boards of director of Trustmark
and the board of directors and shareholder of Trustmark Bank (Section 10.3);    

    (d) Barret receives the opinions of counsel to Trustmark required by the
Merger Agreement including an opinion that the Merger will qualify as tax-free  
reorganization for federal income tax purposes (Section 10.4);                  

(e) Trustmark and Trustmark Bank have complied with their covenants,
agreements and undertakings in the Merger Agreement (Section 10.5); and         

    (f) There has been no material adverse change in the financial condition
of Trustmark or Trustmark Bank subsequent to December 31, 1999 (Section 10.6).  

TERMINATION                                                         

    Pursuant to Article 11 of the Merger Agreement, the Merger Agreement may
be terminated and the Merger abandoned at any time prior to it being consummated
without liability on the part of any party as follows:                          

(a) By the mutual consents of the boards of directors of Barret and 
Trustmark;                                                                      

     (b) By Trustmark, if a governmental authority shall, at any time, fail to
approve the transactions contemplated by the Merger Agreement or shall have     
instituted and not dismissed court proceedings to restrain or prohibit such     
transactions and such court proceedings shall not have been resolved prior to   
September 28, 2001;                                                             

    (c) By either party, if the Merger has not been consummated by September
28, 2001, without the fault of such party;                                      

    (d) By either Trustmark or Barret, if the shareholders of Barret fail to
approve the Merger at the Barret Special Meeting;                               

(e) By either party, if the other party breaches a material         
representation, warranty or obligation set forth in the Merger Agreement which  
is not cured within 30 days after notice.                                       

   In addition, if the Average Trustmark Price is more than $21.50, Barret
has the right to terminate the Merger Agreement. If the Average Trustmark Price 
is less than $15.50, Trustmark has the right to terminate the Merger Agreement. 

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 TRUSTMARK CORPORATION

GENERAL                                                                         

 Trustmark is a one-bank holding company which owns 100 percent of the
outstanding common shares of Trustmark Bank. The principal executive offices of 
Trustmark are located in the Trustmark National Bank Building, 248 East Capitol 
Street, Jackson, MS 39201, Telephone No. (601) 354-5111.                        

   Through Trustmark Bank and its subsidiaries, Trustmark provides a broad
range of banking, investment and insurance services. If you would like a more   
complete description of the business of Trustmark, its historical financial     
condition and results of operations, its summary of quarterly results of        
operations, and its management's discussion and analysis of financial condition 
and results of operations, you should, among other things, review the following 
information all of which is incorporated by reference into this document: (i)   
Trustmark's annual report on Form 10-K for the year ended December 31,1999; (ii)
Trustmark's quarterly reports on Form 10-Q for the periods ended March 31, June 
30, and September 30, 2000; (iii) Trustmark's proxy statement in connection with
its 2000 annual shareholders' meeting; and (iv) the information contained in the
registration of Trustmark's common shares filed under the Securities Exchange   
Act of 1934, including any amendments or reports filed for the purpose of       
updating this information. Copies of any of these documents can be obtained from
Trustmark by written or oral request directed to Trustmark Corporation, 248 East
Capitol Street, Jackson, MS 39201, Attn: Gerard R. Host, phone number (601)     
949-6651.                                                                       

    Trustmark files reports, proxy statements and other information with the
SEC under the Securities Exchange Act of 1934. You may read and copy this       
information at the following locations of the SEC: Public Reference Room, 450   
Fifth Street, N. W., Room 1024, Washington, D.C. 20549; New York Regional       
Office, 7 World Trade Center, Suite 1300, New York, NY 10048; Chicago Regional  
Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL       
60661-2511. You may also obtain copies of this information by mail from the     
Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024,         
Washington, D.C. 20549, at prescribed rates. You may obtain information on the  
operation of the Public Reference Room by calling the SEC at 800-SEC-0330. The  
SEC maintains an internet website that contains reports, proxy statements and   
other information about Trustmark and other issuers who file electronically with
the SEC. The address of the site is http://www.sec.gov. Trustmark also maintains
a website from which you can obtain copies of the reports referenced above. The 
address of Trustmark's website is http://www.trustmark.com.                     

SELECTED FINANCIAL DATA                                                         

      The following table presents, on a historical basis, selected consolidated
financial data for Trustmark. This information is based upon the consolidated   
financial statements of Trustmark incorporated herein by reference. Results for 
the nine months ended September 30, 2000, are not necessarily indicative of     
results to be expected for the entire year. All adjustments necessary to arrive 
at a fair statement of results of interim operations of Trustmark, in the       
opinion of management of Trustmark, have been made. All information is in       
thousands, except per share data.                                               

                                                        [Enlarge/Download Table]

                                                   NINE MONTHS ENDED                                                               
                                                     SEPTEMBER 30,                                                                 
                                                     (UNAUDITED)                           YEAR ENDED DECEMBER 31,                 
                                               ------------------------  ----------------------------------------------------------
                                                  2000         1999        1999        1998        1997        1996        1995    
                                               -----------   ----------  ----------  ----------  ----------  ----------  ----------
                                                                                                                                   
CONSOLIDATED STATEMENTS OF INCOME                                                                                                  
Total interest income                          $   363,702   $  332,112  $  448,509  $  420,100  $  376,892  $  358,063  $  348,341
Total interest expense                             186,724      149,085     205,079     191,900     172,887     164,006     162,741
                                               -----------   ----------  ----------  ----------  ----------  ----------  ----------
Net interest income                                176,978      183,027     243,430     228,200     204,005     194,057     185,600
Provision for loan losses                            7,511        6,062       9,072       7,771       4,682       5,783       2,439
Noninterest income                                  95,384       76,019     101,943      86,990      73,424      66,974      59,467
Noninterest expenses                               142,637      140,116     187,071     178,321     165,784     157,818     151,288
                                               -----------   ----------  ----------  ----------  ----------  ----------  ----------
Income before income taxes and cumulative                                                                                          
     effect of change in accounting principle      122,214      112,868     149,230     129,098     106,963      97,430      91,340
Income taxes                                        41,913       38,877      51,236      45,784      35,899      32,291      31,582
                                               -----------   ----------  ----------  ----------  ----------  ----------  ----------
Income before cumulative effect of                                                                                                 
     change in accounting principle                 80,301       73,991      97,994      83,314      71,064      65,139      59,758
Cumulative effect of change in                                                                                                     
      accounting principle                          (2,464)                                                                        
                                               -----------   ----------  ----------  ----------  ----------  ----------  ----------
Net income                                     $    77,837   $   73,991  $   97,994  $   83,314  $   71,064  $   65,139  $   59,758
                                               ===========   ==========  ==========  ==========  ==========  ==========  ==========
PER SHARE DATA                                                                                                                     
Basic and diluted earnings per share                                                                                               
     before cumulative effect of                                                                                                   
     change in accounting principle            $      1.16   $     1.03  $     1.36  $     1.14  $     0.98  $     0.93  $     0.86
Cumulative effect of change                                                                                                        
     in accounting principle, net of tax             (0.03)                                                                        
                                               -----------   ----------  ----------  ----------  ----------  ----------  ----------
Earnings per share (basic and diluted)         $      1.13   $     1.03  $     1.36  $     1.14  $     0.98  $     0.93  $     0.86
                                               ===========   ==========  ==========  ==========  ==========  ==========  ==========

Cash dividends per share                       $      0.38   $     0.32  $     0.44  $     0.35  $     0.29  $     0.25  $     0.22
                                               ===========   ==========  ==========  ==========  ==========  ==========  ==========
                                                        [Enlarge/Download Table]

                                  SEPTEMBER 30,                                                                  
                                   (UNAUDITED)                               DECEMBER 31,                        
                             ------------------------  ----------------------------------------------------------
                                2000         1999        1999        1998        1997        1996        1995    
                             -----------   ----------  ----------  ----------  ----------  ----------  ----------
                                                                                                                 
CONSOLIDATED BALANCE SHEETS                                                                                      
Total assets                 $ 6,805,556   $6,656,961  $6,743,404  $6,355,190  $5,545,158  $5,193,684  $4,992,592
Securities                     2,113,922    2,080,421   2,174,201   1,946,509   2,007,399   1,953,202   1,842,325
Loans                          4,110,718    3,927,240   4,014,935   3,702,318   2,983,655   2,634,573   2,572,091
Deposits                       3,961,202    3,748,212   3,924,796   3,946,397   3,818,949   3,597,436   3,530,045

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BARRET BANCORP
GENERAL                                                                         

Barret, incorporated in Tennessee in 1998, is a bank holding company
registered pursuant to the Bank Holding Company Act of 1956, as amended. At     
September 30, 2000, Barret had consolidated total assets of approximately $516  
million and shareholders' equity of approximately $86 million. As of February   
17, 1999, Barret acquired all of the stock of the former Barretville Bank &     
Trust Company, and then changed its name to Peoples Bank. As of May 7, 1999,    
Barret acquired all of the stock of Somerville. Peoples and Somerville provide a
variety of banking and financial services to businesses and individuals.        
Barret's and Peoples' headquarters and principal banking office are located at  
9105 Barret Road, Millington, Tennessee. Somerville's headquarters and principal
banking office is located at 16790 Highway 64, Somerville, Tennessee. In        
addition to its main office, Peoples has seven branch offices located in        
Arlington, Bartlett, Collierville, Lakeland and Millington, Tennessee.          
In addition to its main office, Somerville has four branch banking offices      
located in Somerville, Hickory Withe and Rossville.                             

EMPLOYEES                                                                       

As of February 1, 2001, Barret had no full-time employees, Peoples  
had approximately 99 full-time employees, and Somerville had approximately 58   
full-time employees. The employees are not represented by a collective          
bargaining unit. Barret believes its relationship with its employees is good.   

CUSTOMERS                                                                       

It is the opinion of management that there is no single customer or 
affiliated group of customers whose business, if lost, would have a material    
adverse effect on the business of Barret.                                       

PROPERTIES                                                                      

 Barret has its principal offices in its headquarters building at 9105
Barret Road, Millington, Tennessee 38053, which is owned and occupied by        
Peoples. Each of Peoples and Somerville own the properties which house their    
branches.                                                                       

LEGAL PROCEEDINGS                                                               

     Peoples and Somerville are involved in routine litigation, arising in the
ordinary course of business. None of the legal proceedings currently pending or 
threatened against Peoples or Somerville will have, in the opinion of management
of Peoples and Somerville, respectively, a material effect on the business,     
financial condition or results of operations of the two banks.                  

BANKING                                                                         

      Each of Peoples and Somerville conducts its business as a commercial bank,
with special emphasis on retail banking, including the acceptance of checking   
and savings deposits and the making of commercial, real estate, personal, home  
improvement, automobile and other installment and term loans. Each bank also    
offers collection, notary public, escrow and other customary bank services to   
their customers.                                                                

INVESTMENT IN BANKS                                                             

Peoples and Somerville are wholly owned subsidiaries of Barret. In  
addition, Barret owns approximately 4.99% of First State Bank in Henderson,     
Tennessee. As of September 30, 2000, First State Bank had total assets of $131  
million, shareholders' equity of $23 million, and year to date net income of    
$943,000. Barret periodically receives income from these investments in the form
of dividends.                                                                   

COMPETITION                                                                     

    All phases of Barret's banking activities are highly competitive. Barret
competes actively with commercial banks, as well as finance companies, credit   
unions and other financial institutions located in its service area which is    
within Shelby and Fayette Counties, Tennessee.                                  

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OWNERSHIP OF BARRET COMMON STOCK                                                

As of February 1, 2001, Barret's records indicated the following    
number of shares were beneficially owned by (i) all persons who beneficially    
own 5% or more of Barret common stock, (ii) each person who is a director or    
executive officer of Barret, and (iii) all directors and executive officers as a
group.                                                                          

                                                                [Download Table]

                 NAME AND ADDRESS OF             AMOUNT AND NATURE OF   PERCENT
                   BENEFICIAL OWNER              BENEFICIAL OWNERSHIP  OF CLASS
                 -------------------             --------------------  --------
                                                                               
(i)   The Estate of Paul Barret, Jr.(1)                  6,484           61.6% 

      Rebecca Matthews                                     966            9.2% 
                 8998 Barret Rd.                                               
                 Millington, TN  38053                                         

(ii)  John P. Douglas, Jr.(2)                            6,546           62.2% 
                 348 Greenway Place                                            
                 Memphis, TN  38117                                            

      Charles M. Ennis(3)                                  136            1.3% 
                 P.O. Box 306                                                  
                 Millington, TN  38083                                         

      Graves C. Leggett(4)                               6,492           61.7% 
                 8143 Austin Peay                                              
                 Millington, TN  38053                                         

      G.K. Spencer                                           5               * 
                 8483 Rosemark Rd.                                             
                 Millington, TN  38053                                         

      John S. Wilder                                         5               * 
                 4775 Hwy 59                                                   
                 Mason, TN  38049                                              

      John D. Douglas                                       52               * 
                 309 Old Jernigan Rd.                                          
                 Somerville, TN  38068-1641                                    

      James H. Shelton                                       2               * 
                 15745 Hwy 64                                                  
                 Somerville, TN  38068-6121                                    

(iii) All Directors and Executive Officers as a                                
      Group (7 persons)                                  6,754            64.2%

----------                                                                      

*Less than 1%                                                                   

(1)  The estate of Paul Barret, Jr. holds 6,484 shares. The co-executors of the 
Barret estate are John P. Douglas, Jr. & Graves Leggett.              

(2)  Includes 6,484 shares held as co-executor of the estate of Paul Barret, Jr.

(3)  Includes 123 shares held in IRA accounts for Mr. Ennis or his spouse.      

(4)  Includes 6,484 shares held as co-executor of the estate of Paul Barret, Jr.

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BARRET SELECTED FINANCIAL DATA                                                  

   The following table presents, on a historical basis, selected financial
data for Barret Bancorp. This information is based upon the financial statements
for Barret Bancorp. Results for the nine months ended September 30, 2000, are   
not necessarily indicative of results to be expected for the entire year. All   
adjustments necessary to arrive at a fair statement of results of interim       
operations of Barret Bancorp, in the opinion of management of Barret Bancorp,   
have been made. All information is thousands, except per share data.            

                                                        [Enlarge/Download Table]

                                          NINE MONTHS ENDED                                                                    
                                            SEPTEMBER 30,                                                                      
                                            (UNAUDITED)                             YEAR ENDED DECEMBER 31,                    
                                      ------------------------  ---------------------------------------------------------------
                                         2000         1999         1999         1998         1997         1996         1995    
                                      -----------  -----------  -----------  -----------  -----------  -----------  -----------
                                                                                                                               
CONSOLIDATED STATEMENTS OF INCOME                                                                                              
Total interest income                 $    27,641  $    24,340  $    33,254  $    29,908  $    28,223  $    26,240  $    23,940
Total interest expense                     13,610       10,550       14,663       12,269       11,766       10,869       10,883
                                      -----------  -----------  -----------  -----------  -----------  -----------  -----------
Net interest income                        14,031       13,790       18,591       17,639       16,457       15,371       13,057
Provision for loan losses                     958          437          619          908          651          210          937
Noninterest income                          2,747        2,689        3,230        4,988        2,150        2,957        2,817
Noninterest expenses (includes                                                                                                 
   minority interest)                       8,464        7,660       11,094       12,317       10,209        9,844        9,635
                                      -----------  -----------  -----------  -----------  -----------  -----------  -----------
Income before income taxes                  7,356        8,382       10,108        9,402        7,747        8,274        5,302
Income taxes                                2,303        2,149        2,947        3,486        2,600        2,470        1,315
                                      -----------  -----------  -----------  -----------  -----------  -----------  -----------
Net income                            $     5,053  $     6,233  $     7,161  $     5,916  $     5,147  $     5,804  $     3,987
                                      ===========  ===========  ===========  ===========  ===========  ===========  ===========

PER SHARE DATA                                                                                                                 

Basic and Diluted earnings per share  $    476.72  $    585.15  $    716.10  $    591.60  $    514.70  $    580.40  $    398.70
                                      ===========  ===========  ===========  ===========  ===========  ===========  ===========

Cash dividends per share              $      --    $      --    $    150.00  $    100.00  $    100.00  $     25.00  $     11.00
                                      ===========  ===========  ===========  ===========  ===========  ===========  ===========

                                                        [Enlarge/Download Table]


                                   SEPTEMBER 30,                                                                      
                                    (UNAUDITED)                                  DECEMBER 31,                         
                             ------------------------  ---------------------------------------------------------------
                                 2000         1999         1999         1998         1997         1996         1995   
                             -----------  -----------  -----------  -----------  -----------  -----------  -----------
                                                                                                                      
CONSOLIDATED BALANCE SHEETS                                                                                           
Total assets                 $   516,590  $   497,130  $   516,101  $   440,432  $   393,551  $   372,505  $   365,047
Securities                       139,675      155,216      155,004      127,746      102,500       98,775      106,008
Loans                            316,372      288,189      302,971      225,268      218,419      198,854      182,891
Deposits                         409,663      383,061      406,398      345,723      306,699      291,550      282,642

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MARKET PRICES OF AND DIVIDENDS PAID ON BARRET STOCK                             

There are 10,525.982541 shares of Barret common stock issued and    
outstanding held by approximately 177 shareholders. There is no active trading  
market for these shares. To the knowledge of Barret's management, the only sales
of Barret shares which have taken place during the last 24 months are issuances 
or redemptions by Barret or transfers among shareholders of Barret. Shares      
redeemed by Barret and transfers among employees from January 1 to February 29, 
2000, were at $7,772 per share. Shares issued or redeemed by Barret and         
transfers among employees from March 1 to August 31, 2000 were at $7,470 per    
share.                                                                          

  Barret has paid the following dividends per share during the last five
years:                                                                          

                                                                [Download Table]
                                        
2000                             $150.00
1999                             $150.00
1998                             $100.00
1997                             $100.00
1996                             $ 25.00

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 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of 
operations of Barret should be read in conjunction with the consolidated        
financial statements, accompanying footnotes, and other supplemental financial  
information appearing herein.                                                   

BALANCE SHEET                                                                   
COMPARISON OF 2000 TO 1999                                                      

Total assets increased $489 thousand from December 31, 1999 to September 30,    
2000. The asset growth from 1999 to 2000 is comparable to the growth rate over  
the 5 year period of 1993 through 1998. Most of the asset growth during this    
period has been in the loan portfolio which was partially offset by a decrease  
in investment securities. Non-earning assets reflect a minor increase of 1%     
($323 thousand).                                                                

Loans                                                                           

Commercial real estate loans comprise a significant portion of the loan         
portfolio at 37.5% ($121 million) of total loans and have remained constant     
since December 31, 1999. Residential real estate loans have increased 7.7% ($8.9
million) from December 31, 1999 to September 30, 2000. The increase in          
residential real estate loans is due to new residential subdivisions becoming   
available for home construction in Barret's primary market areas.               

Investment securities                                                           

The securities portfolio, the second largest of Barret's asset categories,      
experienced a 9.9% ($15.3 million) decrease from December 31, 1999 to September 
30, 2000. At September 30, 2000, securities of US Government, US Agency and     
states and political subdivisions comprised 99% of the combined securities      
portfolio. The decrease in investment securities is due to continuing strong    
loan demand. Federal funds sold increased 66% ($5.6 million) due primarily to   
converting noninterest-bearing cash into Federal funds.                         

Deposits and other borrowings                                                   

From December 31, 1999 to September 30, 2000, deposits increased 1% ($3.3       
million). The largest increase in deposits from 1999 to 2000 occurred in time   
deposits. Noninterest-bearing deposits exhibited a minor decrease. During 2000, 
Barret repaid $9 million in borrowings from the Federal Home Loan Bank.         

COMPARISON OF 1999 AND 1998                                                     

Total assets increased 17.2% ($75.7 million) from December 31, 1998 to December 
31, 1999. The asset growth from 1998 to 1999 is at a greater rate than the      
growth rate over the previous 5-years. Most of the asset growth in the past year
has been in the loan portfolio with less growth occurring in investment         
securities. Non-earning assets have increased 114% ($17.2 million) due primarily
to goodwill associated with the acquisition of Somerville, significant          
investments in technology and construction of new branches.                     

Loans                                                                           

Commercial real estate loans comprise a significant portion of the loan         
portfolio at 40.3% ($124.7 million) of total loans and have grown at a          
significantly faster rate than residential real estate loans in terms of dollars
($74.7 million) and percentage change (149%) from December 31, 1998 to 1999. The
increase in commercial real estate loans is due to development of new           
residential subdivisions and commercial development in Barret's primary market  
areas.                                                                          

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Investment securities                                                           

The securities portfolio, the second largest of Barret's asset categories,      
experienced a 21.3% ($27.3 million) increase from December 31, 1998 to 1999. The
securities portfolio is heavily weighted toward U.S. Government agency          
securities and obligations of states and political subdivisions. At December 31,
1999, such securities comprised 99% of the combined securities portfolio.       
Federal funds sold decreased 83.9% ($44 million) due primarily to Barret's cash 
needs related to its acquisition of Somerville, the redemption of Peoples'      
shares and increased loan demand.                                               

Deposits and other borrowings                                                   

Prior to 1999, the Company relied solely on deposits to fund its demand for     
loans. From December 31, 1998 to December 31, 1999, deposit volumes increased   
17.6% ($60.7 million). The largest volume increase in deposits from 1998 to 1999
occurred in time and savings deposits. Other interest bearing demand deposits   
increased slightly while noninterest bearing deposits showed a minor decrease.  
During 1999, Barret borrowed $24 million in funds from the Federal Home Loan    
Bank to meet loan demand.                                                       

INCOME STATEMENT                                                                
COMPARISON OF 2000 TO 1999                                                      

Barret's net income decreased from $6.2 million for the nine months ended       
September 30, 1999 to $5.1 million for the nine months ended September 30, 2000.
An increase in total interest income of $3.3 million was partially offset by an 
increase in interest expense of $3 million and an increase in the provision for 
loan losses of $521 thousand. Credit quality remains stable with non-performing 
loans at the same level from year to year. The number of full-time equivalent   
employees remained stable from September 30, 1999 to September 30, 2000.        

Net Interest Income                                                             

Net interest income, the largest component of revenue, increased 2% ($241       
thousand) to $14 million. The increase is directly related to the increase in   
earning assets. The net interest margin of 3.64% for the nine months ended      
September 30, 2000, showed a slight increase from the 3.20% reported in the same
period in 1999.                                                                 

Provision for Loan Losses                                                       

The provision for loan losses recorded for the nine months ended September 30,  
2000 of $958 thousand is $521 thousand more than the provision recorded in the  
nine months ended September 30, 1999. Though loan quality indicators have       
remained stable, the provision recorded in the first nine months of 2000 was    
increased representative of inherent risk accompanying loan growth. The         
allowance for loan losses is maintained at a level representative of            
management's estimate of loss inherent in the loan portfolio.                   

Noninterest Income                                                              

Noninterest income for the nine months ended September 30, 2000, is virtually   
unchanged from the amount reported for the nine months ended September 30, 1999.

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Noninterest Expense                                                             

Barret's noninterest expense increased 10.5% ($804 thousand) when the nine      
months ended September 30, 2000 is compared with the nine months ended September
30, 1999. This growth was due to an increase in depreciation and goodwill       
amortization. From September 30, 2000 to September 30, 1999, the number of      
full-time equivalent employees was stable.                                      

COMPARISON OF 1999 AND 1998                                                     

Barret's net income for the year ended December 31, 1999 was $7.2 million       
compared with $5.9 million in 1998. An increase in total interest income of $3.3
million was partially offset by an increase in interest expense of $2.4 million.
Credit quality remained stable with non-performing loans at the same level from 
year to year. The number of full-time equivalent employees remained stable from 
December 31, 1998 to December 31, 1999.                                         

Net Interest Income                                                             

Net interest income, the largest component of revenue, increased 5.4% ($952     
thousand) to $18.6 million. The increase is directly related to the increase in 
the volume of interest-earning assets and deposit funding sources. The net      
interest margin of 3.93% for the year ended December 31, 1999 demonstrates an   
insignificant decrease from the 3.94% reported for 1998.                        

Provision for Loan Losses                                                       

The provision for loan losses recorded for the year ended December 31, 1999 of  
$619 thousand is $289 thousand less than the provision recorded in 1998 and     
represents a return to the level recorded in 1997. During 1999, loan quality    
indicators remained stable. The balance of non-performing loans has remained    
substantially level from year to year. As a result of the provision recorded in 
1999, the allowance for loan losses is maintained at a level representative of  
management's estimate of loss inherent in the loan portfolio.                   

Noninterest Income                                                              

Noninterest income for 1999 decreased 35% ($1.8 million) from the amount        
reported for 1998 due to the recognition of a $3.1 million gain from the sale of
other real estate owned in 1998, partially offset by increases in fee income for
1999 of $1 million.                                                             

Noninterest Expense                                                             

Barret's noninterest expense decreased 10% ($1.22 million) from 1998 to 1999 due
to a decrease in accumulated earnings tax and minority interest in earnings of  
subsidiary. From December 31, 1998 to December 31, 1999, the number of full-time
equivalent employees was stable.                                                

COMPARISON OF 1998 AND 1997                                                     

Barret's net income for the year ended December 31, 1998 increased from $5.1    
million in 1997 to $5.9 million. An increase in interest income was partially   
offset by an increase in the provision for loan losses of $257 thousand. Credit 
quality remains stable with non-performing loans at the same level from year to 
year. Net interest income increased $1.2 million to $17.6 million. The 7%       
increase is directly related to the increase in the volume of interest-earning  
assets and deposit funding sources. The net interest margin of 3.94% for the    
year ended December 31, 1998 highlights a decrease from the 5.06% reported for  
1997 as the result of a decrease in the effective rate on earning assets.       

The provision for loan losses recorded for the year ended December 31, 1998 of  
$908 thousand is $257 thousand greater than the provision recorded in 1997 and  
was representative of higher charge-offs taken                                  

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during 1998, as well as the increase in loan volume. The allowance for loan     
losses is maintained at a level representative of management's estimate of loss 
inherent in the loan portfolio.                                                 

Noninterest income for 1998 increased $2.8 million from the amount reported for 
1997 due to the recognition of a gain from the sale of other real estate owned. 

Barret's noninterest expense increased $2 million from 1997 to 1998 due to an   
accrual for voluntary severance compensation of $861 thousand and a $550        
thousand provision for accumulated earnings taxes. From December 31, 1997 to    
December 31, 1998, the number of full-time equivalent employees was stable.     

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 EXCHANGE OF BARRET CERTIFICATES

Promptly after the Merger is accomplished, Trustmark will send you  
instructions on how to exchange your Barret shares for cash and/or Trustmark    
shares. YOU SHOULD NOT SEND IN YOUR BARRET STOCK CERTIFICATES UNTIL THESE       
INSTRUCTIONS ARE SENT.                                                          

     If your Barret stock certificates have been lost or destroyed you will be
required to provide Trustmark with an affidavit certifying such loss or         
destruction and an indemnity bond (such as a lost or stolen securities bond) to 
protect Trustmark from the risk that the purportedly lost or destroyed          
certificate(s) have been validly transferred to a third party.                  

    Until you surrender your certificate(s) or provide an indemnity bond you
will not receive any of the Merger Consideration to which you are entitled. You 
will also not receive any dividends or other distributions with respect to any  
Trustmark shares to which you are entitled. The shares and the amounts due you  
will be sent to you, without interest, once you have submitted your shares or   
the required indemnity bond.                                                    

 RIGHTS OF DISSENTING SHAREHOLDERS

   The following is a summary of the provisions of Tennessee law governing
the rights of Barret shareholders to dissent from the Merger. This summary is   
qualified in its entirety by the provisions of the Tennessee Business           
Corporations Act ("TBCA") attached as Annex B. Any Barret shareholder entitled  
to vote on the Merger Agreement has the right to dissent and receive payment of 
the fair value of such shareholder's shares of Barret stock upon compliance with
Sections 48-23-101 through 48-23-302 of the TBCA.                               

FILING WRITTEN OBJECTION AND VOTE AGAINST THE MERGER                            

      Any shareholder intending to enforce the right to dissent must not vote in
favor of the Merger and must file written notice of the shareholder's intent to 
demand payment for the shareholder's shares (the "Objection Notice") with the   
corporate secretary of Barret before the vote is taken at the Special Meeting.  
The Objection Notice must state that the shareholder intends to demand payment  
for the shareholder's shares if the Merger is effected. A vote against approval 
of the Merger will not, in and of itself, constitute an Objection Notice        
satisfying the requirements of Section 48-23-202 of the TBCA. A failure to vote 
will not constitute a waiver of dissenters' rights as long as the requirements  
of Sections 48-23-101 through 48-23-302 of the TBCA are complied with. HOWEVER, 
ANY SHAREHOLDER WHO EXECUTES A PROXY AND WHO DESIRES TO PURSUE DISSENTERS'      
RIGHTS MUST MARK THE PROXY "DISAPPROVE." IF THE PROXY IS LEFT BLANK IT WILL BE  
DEEMED TO BE A VOTE TO "APPROVE" THE MERGER.                                    

    A shareholder may not dissent as to less than all of the shares that the
shareholder beneficially owns. A nominee or fiduciary may not dissent on behalf 
of any beneficial owner as to less than all of the shares of such beneficial    
owner held of record by such nominee or fiduciary. A beneficial owner asserting 
dissenters' rights to shares held on such owner's behalf must submit to Barret  
written consent of the record shareholder to the dissent not later than the time
the beneficial shareholder asserts dissenters' rights.                          

NOTICE OF THE EFFECTIVE DATE                                                    

  If the Merger Agreement is approved, each shareholder who has filed an
Objection Notice will be sent a "Dissenters' Notice" within ten days after the  
Special Meeting. The Dissenters' Notice will (i) state where dissenting         
shareholders must (a) send the Payment Demand (as defined below) and where and  
when they must (b) deposit their common stock certificates, (ii) inform holders 
of uncertificated shares of the extent of any restrictions on the               
transferability of such shares, (iii) be accompanied by a form for demanding    
payment that includes the date of the first announcement to the news media or to
Barret's shareholders of the terms of the proposed Merger, (iv) set a date by   
which Barret must receive the Payment Demand, which may not be fewer than one   
month or more than two months after the date the Dissenters' Notice is          
delivered, and (v) be accompanied by a copy of Sections 48-23-101 through       
48-23-302 of the TBCA, unless a copy has previously been sent.                  

WRITTEN DEMAND                                                                  

Within the time prescribed in the Dissenters' Notice, a shareholder 
electing to dissent must make a demand for payment (the "Payment Demand"),      
certify whether the shareholder acquired beneficial ownership of the shares     
before December 13, 2000 (the date of the first public announcement of the      
principal terms of the Merger Agreement), and deposit the shareholder's common  
stock                                                                           

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certificates in accordance with the terms of the Dissenters' Notice. Upon filing
the Payment Demand and depositing the common stock certificates, the shareholder
will retain all other rights of a shareholder until these rights are canceled or
modified by consummation of the Merger. A Payment Demand may not be withdrawn   
unless Barret consents to such withdrawal. Failure to comply with these         
procedures will cause the shareholder to lose the right to demand payment for   
the shares under the TBCA. Consequently, any shareholder who desires to exercise
dissenters' rights is urged to consult such shareholder's legal advisor before  
attempting to exercise such rights.                                             

      As soon as the Merger is consummated, or upon receipt of a Payment Demand,
Barret shall, pursuant to Section 48-23-206, pay to each dissenting shareholder 
who has complied with the requirements of Section 48-23-204 of the TBCA the     
amount that Barret estimates to be the fair value of his shares, plus accrued   
interest. Section 48-23-206 of the TBCA requires the payment to be accompanied  
by (i) certain financial statements of Barret, (ii) a statement of Barret's     
estimate of fair value of the shares and an explanation of how the interest was 
calculated, (iii) a statement of the dissenter's rights to demand payment, and  
(iv) a copy of Sections 48-23-101 through 48-23-302 of the TBCA, unless a copy  
has previously been sent.                                                       

     As authorized by Section 48-23-208, Barret may withhold any payments with
respect to any shares (the "after-acquired shares") held by a dissenting        
shareholder which were not held by such shareholder on December 13, 2000, the   
date of the first public announcement of the terms of the Merger. When payments 
are so withheld, Section 48-23-208(b) requires Barret, after the Merger, to send
to each holder of the after-acquired shares an offer to pay the holder, in      
satisfaction of the holder's claim, an amount equal to Barret's estimate of the 
fair value of the shares, plus accrued interest, together with an explanation of
the calculation of interest and a statement of the holder's right to demand     
payment under Section 48-23-209.                                                

     If the Merger is not consummated within two months after the date set for
demanding payment and depositing the common stock certificates, Barret shall    
return the deposited common stock certificates and release the transfer         
restrictions imposed on uncertificated shares. If, after returning deposited    
common stock certificates and releasing transfer restrictions, the Merger is    
consummated, Barret must send a new Dissenters' Notice and repeat the procedure 
set forth above.                                                                

 If the dissenting shareholder believes that the amount paid by Barret
pursuant to Section 48-23-206 or offered under Section 48-23-208 is less than   
the fair value of such shareholder's shares or that the interest due is         
calculated incorrectly, or if Barret fails to make payment (or, if the Merger   
has not consummated, Barret does not return the deposited common stock          
certificates or release the transfer restrictions imposed on uncertificated     
shares) within two months after the date set in the Dissenters' Notice, then the
dissenting shareholder may, within one month after (i) Barret made or offered   
payment for the shares or failed to pay for the shares, or (ii) Barret failed to
return deposited common stock certificates or release restrictions on           
uncertificated shares timely, notify Barret in writing of the dissenting        
shareholder's own estimate of the fair value of such shares (including interest 
due) and demand payment of such estimate (less any payment previously received).
Failure to notify Barret in writing of a demand for payment within one month    
after Barret made or offered payment for such shares will constitute a waiver of
the right to demand payment.                                                    

APPRAISAL                                                                       

 If Barret and the dissenting shareholder cannot agree on a fair price
within two months after Barret receives such a demand for payment, Barret is    
required to institute judicial proceedings in a court of record with equity     
jurisdiction in Shelby County, Tennessee (the "Court") to fix (i) the fair value
of the shares immediately before consummation of the Merger, excluding any      
appreciation or depreciation in anticipation of the Merger, and (ii) the accrued
interest.                                                                       

    The "fair value" of the common stock could be more than, the same as, or
less than the $9,733 per share value for Barret stock provided for in the Merger
Agreement.                                                                      

     Barret must make all dissenters whose demands remain unsettled parties to
the proceeding, and all such parties must be served with a copy of the petition.
The Court may, in its discretion, appoint an appraiser to receive evidence and  
recommend a decision on the question of fair value. The Court is required to    
issue a judgment for the amount, if any, by which the fair value of the shares, 
as determined by the Court, plus interest, exceeds the amount paid by Barret or 
for the fair value, plus accrued interest, of such shareholder's after-acquired 
shares for which Barret elected to withhold payment. If Barret does not         
institute such proceeding within such two month period, Barret shall pay each   
dissenting shareholder whose demand remains unsettled the respective amount     
demanded by each shareholder.                                                   

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PAYMENT AND COSTS                                                               

      The Court will assess the costs and expenses of such proceeding (including
reasonable compensation for and the expenses of the appraiser (but excluding    
fees and expenses of counsel and experts) against Barret, except that the Court 
may assess such costs and expenses as it deems appropriate against any or all of
the dissenting shareholders if it finds that their demand for additional payment
was arbitrary, vexatious or otherwise not in good faith. The Court may assess   
fees and expenses of counsel and experts in amounts the Court finds equitable:  
(i) against Barret, if the Court finds that Barret did not substantially comply 
with the relevant requirements of the TBCA, or (ii) against either Barret or any
dissenting shareholder, if the Court finds that the party against whom the fees 
and expenses are assessed acted arbitrarily, vexatiously or not in good faith.  
If the Court finds that the services of counsel for any dissenter were of       
substantial benefit to other dissenters and that the fees of such counsel should
not be assessed against Barret, the Court may award reasonable fees to such     
counsel to be paid out of amounts awarded to benefitted dissenters.             

    The foregoing is a summary of the applicable provisions of the TBCA with
which shareholders must comply to exercise their dissenters' rights. This       
summary is not intended to be a complete statement of such provisions, and is   
qualified in its entirety by reference to such sections, which are included as  
Annex B hereof.                                                                 

NOTICES                                                                         

      Dissenting shareholders of Barret should send any communications regarding
their rights to 9105 Barret Road, Millington, Tennessee 38053, Attention:       
Secretary. All such communications should be signed by or on behalf of the      
dissenting Barret shareholder in the form in which the shares are registered on 
the books of Barret.                                                            

IF YOU DESIRE TO EXERCISE DISSENTERS' RIGHTS, YOU SHOULD CAREFULLY REVIEW THE   
TBCA AND CONSULT WITH YOUR LEGAL ADVISOR BEFORE EXERCISING OR ATTEMPTING TO     
EXERCISE SUCH RIGHTS.                                                           

 FEDERAL INCOME TAX CONSEQUENCES

The following federal income tax discussion addresses certain of the
important federal income tax consequences of the Merger. This discussion does   
not necessarily address all aspects of federal income taxation that may be      
applicable to you and does not address the effect of any applicable state, local
or foreign tax laws.                                                            

  You are urged to consult your own tax advisor as to the particular tax
consequences of the Merger to you.                                              

   The following discussion is based on the Internal Revenue Code of 1986,
regulations and rulings now in effect or proposed thereunder, current           
administrative rulings and practices, and judicial precedent. All of these are  
subject to change. If any change occurs, it may be retroactive and could alter  
the tax consequences of the Merger.                                             

      The discussion is also based on certain factual representations of Barret,
its shareholders, Trustmark and Trustmark Bank. If any of these representations 
are inaccurate, the tax consequences of the Merger could differ from those      
described below.                                                                

The Merger Agreement provides that as a condition to Trustmark's    
obligation to consummate the Merger it must be satisfied that the Merger will   
qualify as a tax-free reorganization under Section 368 of the Internal Revenue  
Code. Barret's obligation to consummate the Merger is conditional upon it       
receiving the opinion of Brunini, Grantham, Grower & Hewes, PLLC, counsel to    
Trustmark, to that effect.                                                      

     The substance of Brunini, Grantham, Grower & Hewes' opinion will be that:
(i) no gain or loss will be recognized by Barret's shareholders as a result of  
the exchange of such shares for Trustmark common shares (except as discussed    
below with respect to the cash received in lieu of fractional shares), (ii) the 
tax basis of the Trustmark shares to be received by Barret's shareholders shall 
be the same as the basis in the Barret shares exchanged for the Trustmark shares
(reduced by the amount of cash received and increased by the amount of cash     
received treated as a dividend and the amount of any gain), (iii) the holding   
period of the Trustmark shares to be received by Barret's shareholders will     
include the holding period of the Barret shares exchanged for the Trustmark     
shares (provided that the Barret shares are held as a capital asset), (iv) the  
payment of cash in lieu of fractional Trustmark shares will be treated as if the
fractional shares were distributed as part of the exchange and then redeemed by 
Trustmark (with cash payments being treated as distributions in full payment in 
exchange for the shares redeemed, subject to the provisions of Section 302 of   
the Internal Revenue Code), and (v) the cash received by Barret's shareholders  
electing to receive cash for some or all of their Barret                        

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shares or exercising dissenters' rights of appraisal will be treated as having  
been received by such shareholders as a distribution in redemption of such      
shareholder's stock, subject to the provisions and limitations of Section 302 of
the Internal Revenue Code.                                                      

   Barret does not intend to waive receipt of a favorable tax opinion as a
condition to its obligation to consummate the Merger.                           

ACCOUNTING TREATMENT

Trustmark will account for the Merger under the purchase method of  
accounting. Under this method, the total value of the consideration being given 
to Barret's shareholders will be allocated to Barret's assets and liabilities   
based upon their estimated fair values, and the results of operations of Barret 
will be included in the results of operations of Trustmark only for periods     
subsequent to the Merger.                                                       

RESALES OF TRUSTMARK COMMON SHARES

The Trustmark common shares to be issued to Barret shareholders in  
connection with the Merger have been registered under the Securities Act of     
1933. Nevertheless, there are certain restrictions on resales of Barret shares  
by persons who are "affiliates" of Barret.                                      

Persons who may be deemed Affiliates of Barret generally include    
individuals or entities that control, are controlled by or are under common     
control with Barret. These include certain officers, directors and principal    
shareholders of Barret. In general, for a period of one year following the      
Merger, persons who were Affiliates of Barret at the time the Merger was voted  
on and who do not become Affiliates of Trustmark may trade the Trustmark shares 
acquired in the Merger; however, during any three-month period these persons    
cannot sell more than one percent of the number of Trustmark shares outstanding 
and must make all sales in "brokerage" transactions. After this one-year period,
these persons may generally trade the Trustmark shares acquired in the Merger   
without limitation.                                                             

      One percent of Trustmark's outstanding shares will be in excess of 670,000
shares following the Merger. For this reason, the foregoing limitation on the   
quantity of shares which may be sold by Affiliates should have no practical     
effect on Barret shareholders other than the Estate of Paul Barret, Jr. to the  
extent it receives Trustmark common stock in the Merger.                        

    Trustmark common shares issued pursuant to the Merger to persons who are
not affiliates of Barret should be freely tradeable without restriction.        

REGULATORY AUTHORITY APPROVALS

    The Merger is subject to the prior approval of the Board of Governors of
the Federal Reserve System and the Tennessee Department of Financial            
Institutions. The Merger of Peoples and Trustmark Bank is subject to the        
approval of Comptroller of the Currency. Applications have been submitted to    
these agencies. Trustmark and Barret have agreed to use their best efforts to   
obtain all required regulatory approvals. There can be no assurance when these  
regulatory approvals will be obtained, whether they will be obtained or that    
litigation will not be filed challenging such approvals.                        

COMPARISON OF RIGHTS OF SHAREHOLDERS

    Barret shareholders who exchange all or a portion of their Barret shares
for shares of Trustmark common stock will become shareholders of Trustmark, and 
their rights will, accordingly, be determined by Trustmark's articles of        
incorporation and bylaws and the Mississippi Business Corporations Act ("MBCA") 
instead of by Barret's articles and bylaws and the Tennessee Business           
Corporations Act ("TBCA").                                                      

    The following is a summary of certain material differences in the rights
of holders of Trustmark and Barret common stock. This summary is necessarily    
general and does not purport to be a complete discussion of, and is qualified in
its entirety by reference to, the MBCA, the TBCA and the articles of            
incorporation and the bylaws of each corporation.                               

SIZE AND CLASSIFICATION OF BOARD OF DIRECTORS; VACANCIES                        

     Under the MBCA and Trustmark's articles of incorporation, the size of the
Trustmark board of directors is determined by a vote                            

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of a majority of its directors or by the shareholders. The board of directors is
not divided into classes.                                                       

      Trustmark's bylaws provide that vacancies may be filled by the affirmative
vote of a majority of the directors remaining in office. Each director chosen to
fill a vacancy will hold office until the next annual shareholders' meeting and 
until his successor is elected and qualified.                                   

    Barret's bylaws provide that the number of directors shall be determined
by the directors. The board of directors is not divided into classes. Barret's  
bylaws provide that vacancies may be filled by a vote of the majority of the    
remaining directors.                                                            

REMOVAL OF DIRECTORS                                                            

     The MBCA provides that unless the articles provide that a director may be
removed only for cause, any director may be removed, with or without cause, by  
the vote of the shareholders (or, in the case of a director elected by a        
separate voting class, by vote of that class); however, if cumulative voting is 
authorized, a director cannot be removed if votes which would be sufficient to  
elect him are voted against his removal.                                        

 The TBCA is similar to the MBCA with respect to removal of directors;
however, the TBCA additionally provides that if provided for in the articles,   
any or all of the directors may be removed for cause by a vote of a majority of 
the entire board of directors. This action is currently not authorized in       
Barret's articles.                                                              

SHAREHOLDER NOMINATIONS                                                         

      Trustmark's bylaws provide that a shareholder nomination for a position as
director must be submitted, along with certain information, to the Chairman of  
the Board not less than 14 nor more than 50 days prior to the meeting. Provided,
if less than 21 days notice of the meeting is given to shareholders, the        
nomination must be submitted no later than 7 days after the notice of meeting is
given.                                                                          

Barret has no bylaw provisions relating to shareholder nominations. 

BOARD ACTION WITHOUT A MEETING                                                  

     The MBCA provides that an action that otherwise might be taken at a board
of directors' meeting can be taken without a meeting if the action is pursuant  
to a written consent signed by all members of the board of directors.           

    The TBCA provides that action taken without a meeting must only have the
vote of the number of directors that would be necessary to authorize the action 
at a meeting.                                                                   

CUMULATIVE VOTING                                                               

Under the MBCA shareholders are entitled to cumulative voting in the
election of directors unless otherwise provided in the articles. Trustmark does 
not prohibit cumulative voting in its articles so Trustmark's shareholders are  
entitled to cumulative voting.                                                  

     Under the TBCA shareholders do not have the right to cumulative voting in
the election of directors unless provided for in the articles. Barret does not  
provide for cumulative voting in its articles so Barret's shareholders are not  
entitled to cumulative voting.                                                  

AMENDMENTS TO ARTICLES                                                          

  Under the MBCA, Trustmark may amend its articles of incorporation upon
approval by the board of directors and, unless the board of directors specifies 
a different voting requirement, approval of at least a majority of the votes    
entitled to be cast and a majority of any separate class entitled to vote as a  
separate voting group. Certain ministerial amendments can be made without       
shareholder approvals.                                                          

Under the TBCA, an amendment of Barret's articles of incorporation  
requires board of director approval and, unless the board of directors specifies
a different voting requirement, a majority of the votes entitled to be cast on  
the amendment by any voting group with respect to which the amendment would     
create dissenters' rights, and otherwise by a majority of the votes cast with   
respect to the                                                                  

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amendment. As with the MBCA, certain ministerial amendments can be adopted      
without shareholder approval.                                                   

MERGER; SHARE EXCHANGE; SALE OF ASSETS                                          

    Under the MBCA, Trustmark, as a Mississippi corporation, can engage in a
merger or share exchange with either a domestic or foreign: corporation, limited
partnership, general partnership, limited liability partnership, limited        
liability company, joint venture, joint stock company, business trust or any    
other association or legal entity organized to conduct business.                

 Under the TBCA, a Tennessee corporation may engage in a merger with a
for-profit or non-profit corporation, a limited liability company, or a domestic
or foreign limited partnership.                                                 

  Under the TBCA, a Tennessee corporation may engage in a share-exchange
with another domestic or foreign corporation or domestic or foreign limited     
partnership.                                                                    

     Pursuant to the MBCA, shareholder approval is required for a sale, lease,
exchange or other disposition of a corporation's assets, other than in the usual
and regular course of business, if the disposition leaves the corporation       
without a significant continuing business activity. A corporation is presumed to
have retained a significant continuing business activity if it retains an       
activity that represents at least 25 percent of total assets and 25 percent of  
either income from continuing operations or revenues from continuing operations 
for the applicable period.                                                      

    Under the TBCA, a corporation is required to obtain shareholder approval
if it sells, leases, exchanges or otherwise disposes of all, or substantially   
all, of its property otherwise than in the usual and regular course of business.

APPRAISAL AND DISSENTERS' RIGHTS                                                

      Under the MBCA, a shareholder exercising dissenters' rights is entitled to
be paid the fair value of the corporation's shares determined immediately before
the effectuation of the corporate action. The MBCA specifically provides that   
such valuation is to be accomplished without discounting for lack of            
marketability of the shares or the minority status of the shareholder.          

The TBCA leaves the determination of fair value to the courts.      

    In connection with a merger, a shareholder under the MBCA is entitled to
dissent only if the shareholder is entitled to vote on the merger or            
share-exchange; however, appraisal rights are not available to any shareholder  
in a merger with respect to shares of any class or series that remain           
outstanding after consummation of the merger, and appraisal rights are not      
available in connection with a merger of a 90 percent or greater owned          
subsidiary into its parent.                                                     

 With respect to a share-exchange, under the MBCA, shareholders of the
corporation being acquired are entitled to appraisal rights if the shareholder  
is entitled to vote on the exchange, except that appraisal rights are not       
available to any shareholder with respect to any class or series of shares of   
the corporation that is not exchanged.                                          

      Under the MBCA, a shareholder of a corporation engaged in a disposition of
its assets is entitled to dissent if the shareholder is entitled to vote on the 
disposition of assets.                                                          

      Under the TBCA, a shareholder is entitled to appraisal rights with respect
to a plan of merger, share-exchange or sale of assets if the shareholder is     
entitled to vote on the transaction; however, a shareholder is not entitled to  
dissent from a sale of assets for cash pursuant to a plan by which all or       
substantially all of the net proceeds of the sale will be distributed to the    
shareholders within one year after the date of sale.                            

     Shareholders under the MBCA are entitled to dissent in connection with an
amendment to a corporation's articles if the amendment reduces the shareholder's
share ownership to a fractional share and the corporation has the right or      
obligation to purchase the fractional interest.                                 

     Shareholders under the TBCA are entitled to dissent in connection with an
amendment to a corporation's articles if the amendment materially and adversely 
affects rights in respect of their shares because it alters or abolishes a      
preferential right of the shares; creates, alters or abolishes a right in       
respect of redemption, including a provision respecting a sinking fund for the  

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redemption or repurchase of the shares; alters or abolishes a preemptive right  
of the holder of the shares to acquire shares or other securities; excludes or  
limits the rights of the shares to vote on any other matter, or to accumulate   
votes, other than a limitation by dilution through issuance of shares or other  
securities with similar voting rights.                                          

   Under the MBCA, subject to certain exceptions, appraisal rights are not
available for holders of any class or series of shares listed on the New York   
Stock Exchange, the American Stock Exchange or designated as a national market  
system security by NASDAQ or, if not so listed or designated, has at least 2,000
shareholders and the outstanding shares of such class or series have a market   
value of at least $20 million, exclusive of the value of such shares held by its
subsidiaries, senior executives, directors and beneficial shareholders owning   
more than 10 percent of the shares.                                             

     Under the TBCA, appraisal rights are not available to a shareholder as to
any shares which, as of the date of the effectuation of the transaction, are    
listed on an exchange registered under Section 6 of the Securities and Exchange 
Act of 1934, as amended, or is a national market system security, as defined in 
rules promulgated pursuant to the Securities and Exchange Act of 1934, as       
amended.                                                                        

    Under the MBCA, appraisal rights which would otherwise not be available,
are available under certain specified conditions where the merger,              
share-exchange or asset sale is with a person who is, or at any time within a   
one-year period preceding the approval of the transaction by the board of       
directors was, the beneficial owner of 20 percent or more of the voting power of
the corporation, had the power to elect 25 percent or more of the directors, or 
was an executive officer or director of the corporation.                        

INDEMNIFICATION OF OFFICERS AND DIRECTORS                                       

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

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

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

     Barret's bylaws provide indemnification for officers and directors to the
fullest extent permitted by law against all expenses, judgments, liabilities and
amounts paid in settlement actually and necessarily incurred in connection with 
the defense or settlement of a claim, suit or proceeding in which the person is 
involved by reason of serving is such capacity unless adjudged to be liable for 
negligence or misconduct in the performance of the person's duty.               

   The TBCA permits indemnification of directors and officers for expenses
(including attorneys' fees) incurred in a proceeding and amounts paid or        
incurred in satisfaction of judgments, fines and settlements of any proceedings 
(other than derivative actions) if                                              

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such person acted in good faith and reasonably believed that his or her conduct 
was in the best interests of the corporation (or, in some circumstances, at     
least not opposed to its best interests) and, in connection with a criminal     
proceeding, had no reasonable cause to believe his conduct was unlawful. A      
corporation may not, under the TBCA, indemnify a director if he or she was      
adjudged liable to the corporation in a derivative action or if he was adjudged 
liable on the basis that he received an improper personal benefit. Unless       
limited by its charter, the TBCA requires indemnification of a director or      
officer for his reasonable expenses if he is wholly successful in defense of a  
proceeding brought because he was a director or officer. The TBCA states that a 
company can provide for additional indemnification in its charter or bylaws,    
except that no indemnification may be made if a final adjudication adverse to   
the director or officer establishes his liability (a) for any breach of loyalty 
to the corporation or its shareholders, (b) for acts or omissions not in good   
faith or which involve intentional misconduct or a knowing violation of law, or 
(c) for unlawful distributions under the TBCA.                                  

In addition, Barret's articles provide that, to the fullest extent  
permitted by law, no director shall be liable to the corporation or its         
shareholders for a breach of fiduciary duties.                                  

BUSINESS COMBINATION STATUTES                                                   

The Tennessee's Business Combination Act provides that an interested
shareholder (defined as a person beneficially owning, either directly or        
indirectly, 10% or more of the voting securities in a Tennessee corporation)    
cannot engage in a business combination with that corporation unless the        
transaction takes place at least five years after the interested shareholder    
first became an interested shareholder and unless either the transaction (a) is 
approved by at least two-thirds of the shares of the corporation not            
beneficially owned by the interested shareholder, or (b) satisfies certain      
fairness conditions specified in the Act relating to the price to be paid to the
non-interested shareholders in such transactions.                               

The prohibition does not apply if the business combination or the   
transaction resulting in the shareholder becoming an interested shareholder is  
approved by the target corporation's board of directors before that entity      
becomes an interested shareholder.                                              

Mississippi's Shareholder Protection Act, which is similar to the   
Tennessee Business Combination Act, is not applicable to bank holding companies.

The Tennessee Control Share Acquisition Act ("TCSAA") takes away the
voting rights of a purchaser's shares any time an acquisition of shares in a    
Tennessee corporation brings the purchaser's voting power to 20%, 33 1/3% or    
more than 50% of all voting power in such corporation. The purchaser's voting   
rights can be maintained or re-established only by a majority vote of all the   
shares entitled to vote generally with respect to the election of directors     
other than those shares owned by the acquirer and the officers and inside       
directors of the corporation. The TCSAA applies only to a corporation that has  
adopted a provision in its charter or bylaws declaring that the TCSAA will      
apply. Barret's articles provide that it is not subject to the TCSAA.           

    Mississippi's Control Share Act, which is similar to the TCSAA, does not
apply to bank holding companies.                                                

TAKEOVER BID DISCLOSURE STATUTES                                                

     The Tennessee Investor Protection Act (the "TIPA") provides that unless a
Tennessee corporation's board of directors has recommended a takeover offer to  
shareholders, no offeror beneficially owning 5% or more of any class of equity  
securities of the offeree company, any of which was purchased within the        
preceding year, may make a tender offer for a class of equity securities of the 
offeree company if, after completion, the offeror would be a beneficial owner of
more than 10% of any class of outstanding equity securities of the company      
unless the offeror, before making such purchase, makes a public announcement of 
his or her intention with respect to changing or influencing the management or  
control of the offeree company; makes a full, fair and effective disclosure of  
such intention to the person from whom he or she intends to acquire such        
securities; and files with the Tennessee Commissioner of Commerce and Insurance 
(the "Commissioner") and the offeree company a statement signifying such        
intentions and containing such additional information as may be prescribed by   
the Commissioner. The offeror must provide that any equity securities of an     
offeree company deposited or tendered pursuant to a takeover offer may be       
withdrawn by an offeree at any time within seven days from the date the offer   
has become effective following filing with the Commissioner and the offeree     
company and public announcement of the terms or after 60 days from the date the 
offer has become effective. If the takeover offer is for less than all the      
outstanding equity securities of any class, such an offer also must accept      
securities pro rata if the number of securities tendered is greater than the    
number the offeror has offered to accept and pay for. If such an offeror varies 
the terms of the takeover offer before its expiration date by increasing the    
consideration offered to offerees, the offeror must pay the increased           
consideration for all equity securities accepted,                               

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whether accepted before or after the variation in the terms of the offer. Any   
person making a takeover offer involving a Tennessee corporation must file a    
registration statement with the Commissioner and send a copy of the registration
statement by certified mail to the offeree company. The registration statement  
shall contain such information as set forth in the statute. The TIPA does not   
apply to an offer involving a vote by holders of equity securities of the       
offeree company, pursuant to its charter, on a merger, consolidation or sale of 
corporate assets in consideration of the issuance of securities of another      
corporation, or on a sale of its securities in exchange for cash or securities  
of another corporation.                                                         

The TIPA does not apply to the Merger because the Barret board of   
directors has recommended adoption of the Merger to its shareholders.           

Mississippi has no similar takeover disclosure act.                 

LEGAL OPINIONS

  The validity of the Trustmark common shares to be issued in connection
with the Merger will be passed upon by Brunini, Grantham, Grower & Hewes, PLLC, 
counsel to Trustmark. Brunini, Grantham, Grower & Hewes, PLLC will also issue   
the corporate and tax opinions on behalf of Trustmark required by the Merger    
Agreement. Brunini, Grantham, Grower & Hewes, PLLC, its pension plan and its    
current and former members have a substantial direct and indirect stock         
ownership interest in Trustmark.                                                

 EXPERTS

     The consolidated financial statements of Trustmark and subsidiaries as of
December 31, 1999 and 1998, and for each of the years in the three-year period  
ended December 31, 1999, incorporated by reference in this Proxy Statement and  
elsewhere in the Registration Statement, have been audited by Arthur Andersen   
LLP, independent public accountants, as indicated in their report with respect  
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.                                 

   The consolidated financial statements of Barret as of December 31, 1999
and 1998, and for each of the years in the three-year period ended December 31, 
1999, have been included in this Proxy Statement and Registration Statement in  
reliance upon the report of Cannon Ivy PLLC, independent certified public       
accountants, appearing elsewhere herein, and upon the authority of said firm as 
experts in accounting and auditing.                                             

ADDITIONAL INFORMATION

     Trustmark has filed with the SEC a registration statement under the
Securities Act that registers the distribution to Barret's shareholders of the  
shares of Trustmark common stock to be issued in connection with the Merger. The
registration statement, including the attached exhibits and schedules, contains 
additional relevant information about Trustmark and Trustmark's common stock.   
The rules and regulations of the SEC allow Trustmark to omit certain information
included in the registration statement from this Proxy Statement.               

  In addition, Trustmark files reports, proxy statements and other
information with the SEC under the Securities Exchange Act. The SEC allows      
Trustmark to "incorporate by reference" information into this Proxy Statement.  
This means that Trustmark can disclose important information to you by referring
you to another document filed separately with the SEC. The information          
incorporated by reference is considered to be a part of this Proxy Statement,   
except for any information that is superseded by information that is included   
directly in this Proxy Statement. This Proxy Statement incorporates by reference
the documents listed under the heading "Trustmark Corporation-General." You     
should also refer to the heading "Trustmark Corporation-General" for information
on how you can obtain copies of the information which has been incorporated by  
reference into this Proxy Statement.                                            

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 ANNEX A

Merger Agreement

A-1 

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AGREEMENT AND PLAN OF MERGER

 BETWEEN AND AMONG

 TRUSTMARK CORPORATION

 TRUSTMARK NATIONAL BANK

 AND

BARRET BANCORP, INC.

PEOPLES BANK

 SOMERVILLE BANK & TRUST COMPANY

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AGREEMENT AND PLAN OF MERGER

 TABLE OF CONTENTS

                                                                [Download Table]
                                                                                    
1. DEFINITIONS..............................................................   A - 6
   1.1   "Affiliate ........................................................   A - 6
   1.2   "Affiliate Agreement ..............................................   A - 6
   1.3   "Business Day .....................................................   A - 6
   1.4   "Closing ..........................................................   A - 6
   1.5   "Closing Date .....................................................   A - 6
   1.6   "Company Common Stock .............................................   A - 6
   1.7   "Company Options ..................................................   A - 6
   1.8   "Effective Date ...................................................   A - 6
   1.9   "FDIC .............................................................   A - 7
   1.10  "FRB ..............................................................   A - 7
   1.11  "GAAP .............................................................   A - 7
   1.12  "material" or "materially .........................................   A - 7
   1.13  "Mergers ..........................................................   A - 7
   1.14  "OCC ..............................................................   A - 7
   1.15  "Party ............................................................   A - 7
   1.16  "Peoples Common Stock ..............................................  A - 7
   1.17  "Person ...........................................................   A - 7
   1.18  "Subsidiaries .....................................................   A - 7
   1.19  "TDFI .............................................................   A - 7
   1.20  "Trustmark Common Stock ..........................................    A - 7
   1.21  "Trustmark Bank Common Stock ......................................   A - 7

2. THE MERGERS AND RELATED MATTERS .........................................   A - 7

3. CONVERSION OF COMPANY COMMON STOCK ......................................   A - 8
   3.1   Election Procedures and Exchange of Shares ........................   A - 8
   3.2   Limitation on Elections ...........................................   A - 8
   3.3   Form of Election ..................................................   A - 9
   3.4   Change in Election; Revocation ....................................   A - 9
   3.5   Distribution of Trustmark Stock and Cash ..........................   A - 9
   3.6   Fractional Shares .................................................   A - 9
   3.7   Market Price Fluctuations .........................................   A - 9
   3.8   Calculations and Adjustments ......................................   A - 9
   3.9   Lost or Destroyed Certificates ....................................   A - 9

4. REPRESENTATIONS AND WARRANTIES OF SELLERS ...............................  A - 10
   4.1    Organization and Power ..........................................   A - 10
   4.2    Authorization ...................................................   A - 10
   4.3    Capitalization ..................................................   A - 10
   4.4    Ownership of Other Organizations ................................   A - 11
   4.5    Company Financial Statements and Other Reports ..................   A - 11
   4.6    Absence of Undisclosed Liabilities ..............................   A - 11
   4.7    Compliance with Laws; Permits ...................................   A - 11
   4.8    Tax Liability ...................................................   A - 11
   4.9    Taxes ...........................................................   A - 11
   4.10   Assets Employed; Title to Properties ............................   A - 12
   4.11   Contracts and Commitments .......................................   A - 12
   4.12   Benefit and Employee Matters ....................................   A - 12

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                                                                [Download Table]
                                                                                  
   4.13   Litigation ...................................................... A - 13
   4.14   Brokers, Finders, or Advisers ................................... A - 13
   4.15   Insurance ....................................................... A - 13
   4.16   Loans ........................................................... A - 13
   4.17   Allowance for Loan Losses ....................................... A - 13
   4.18   Investments ..................................................... A - 13
   4.19   Intellectual Property ........................................... A - 14
   4.20   Absence of Certain Changes ...................................... A - 14
   4.21   Vote Required ................................................... A - 14
   4.22   Environmental Matters............................................ A - 14
   4.23   Full Disclosure ................................................. A - 15
   4.24   Disclosure Documents ............................................ A - 15

5. REPRESENTATIONS AND WARRANTIES OF BUYERS ............................... A - 15
   5.1    Organization, Power and Authorization ........................... A - 15
   5.2    Absence of Conflict ............................................. A - 16
   5.3    Capitalization .................................................. A - 16
   5.4    Financial Statements and Other Reports .......................... A - 16
   5.5    Absence of Undisclosed Liabilities .............................. A - 16
   5.6    Compliance with Laws; Permits ................................... A - 16
   5.7    Taxes ........................................................... A - 17
   5.8    Assets Employed ................................................. A - 17
   5.9    Exchange Act Filings ............................................ A - 17
   5.10   Governmental and Judicial Consents and Approvals ................ A - 17
   5.11   Litigation ...................................................... A - 17
   5.12   Brokers, Finders, or Advisers ................................... A - 18
   5.13   Absence of Certain Changes ...................................... A - 18
   5.14   Full Disclosure ................................................. A - 18
   5.15   Disclosure Documents ............................................ A - 18

6. SPECIAL AGREEMENTS ..................................................... A - 18
   6.1    Dividends ....................................................... A - 18
   6.2    Employment ...................................................... A - 19
   6.3    Peoples 401(k) Plan ............................................. A - 19
   6.4    Other Benefit Plans ............................................. A - 19
   6.5    Post Retirement Medical Benefits ................................ A - 19
   6.6    Confidentiality ................................................. A - 19
   6.7    Payment of Expenses ............................................. A - 19
   6.8    Recommendation of Directors; Voting of Shares ................... A - 19
   6.9    Public Announcements ............................................ A - 19
   6.10   Further Assurance ............................................... A - 19
   6.11   Tax Representations ............................................. A - 20
   6.12   Indemnification ................................................. A - 20
   6.13   Bonus Plan ...................................................... A - 20
   6.14   Affiliate Agreement ............................................. A - 20
   6.15   Current Information ............................................. A - 20
   6.16   Termination ..................................................... A - 20

7. COVENANTS OF SELLERS PENDING CLOSING.................................... A - 20
   7.1    Shareholders' Meeting ........................................... A - 20
   7.2    Access to Properties and Records................................. A - 21
   7.3    Solicitation of Further Offers................................... A - 21
   7.4    Other Affirmative Covenants...................................... A - 21
   7.5    Negative Covenants of Seller..................................... A - 21


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                                                                [Download Table]
                                                                                   
8.  COVENANTS OF BUYERS PENDING CLOSING..................................... A - 22
    8.1    Shareholder Action .............................................. A - 22
    8.2    Application to Regulatory Authorities............................ A - 22
    8.3    Affirmative Covenants ........................................... A - 22

9.  CONDITIONS PRECEDENT TO BUYERS' OBLIGATION TO CLOSE ...................  A - 23
    9.1   Warranties and Representations at Closing .......................  A - 23
    9.2   Governmental Authority Approval .................................  A - 23
    9.3   Corporate Approval ..............................................  A - 23
    9.4   Compliance with Undertakings ....................................  A - 23
    9.5   No Material Adverse Change ......................................  A - 23
    9.6   Federal Income Taxation .........................................  A - 23
    9.7   Opinion of Counsel ..............................................  A - 23
    9.8   Consents to Assignments .........................................  A - 24
    9.9   Affiliate Agreement .............................................  A - 24
    9.10  Closing Certificate .............................................  A - 24

10. CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE ..................  A - 24
    10.1  Warranties and Representations at Closing .......................  A - 24
    10.2  Governmental Authority Approval .................................  A - 24
    10.3  Corporate Approval ..............................................  A - 25
    10.4  Federal Income Taxation .........................................  A - 25
    10.5  Compliance with Undertakings ....................................  A - 25
    10.6  No Material Adverse Change ......................................  A - 25
    10.7  Opinion of Counsel ..............................................  A - 25
    10.8  Closing Certificate .............................................  A - 25

11. CLOSING ...............................................................  A - 25
    11.1  Mergers .........................................................  A - 25

12. TERMINATION ...........................................................  A - 26

13. MISCELLANEOUS .........................................................  A - 26
    13.1  Survival ........................................................  A - 26
    13.2  Applicable Law ..................................................  A - 26
    13.3  Notices and Communications ......................................  A - 26
    13.4  Headings and Exhibits ...........................................  A - 27
    13.5  Benefit .........................................................  A - 27
    13.6  Partial Invalidity ..............................................  A - 27
    13.7  Waiver ..........................................................  A - 27
    13.8  Counterparts ....................................................  A - 27
    13.9  Interpretation ..................................................  A - 27
    13.10 Time of the Essence .............................................  A - 27
    13.11 Entire Agreement ................................................  A - 28

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AGREEMENT AND PLAN OF MERGER

    This Agreement and Plan of Merger ("Agreement") is executed as of the 12th
day of December, 2000, between and among TRUSTMARK CORPORATION, a Mississippi   
corporation ("Trustmark"), TRUSTMARK NATIONAL BANK, a national banking          
association ("Trustmark Bank") (Trustmark and Trustmark Bank hereinafter        
sometimes collectively referred to as the "Buyers") and BARRET BANCORP, INC., a 
Tennessee corporation ("Company"), PEOPLES BANK, a Tennessee banking corporation
("Peoples"), and SOMERVILLE BANK & TRUST COMPANY, a Tennessee banking           
corporation ("Somerville") (Company, Peoples, and Somerville are hereinafter    
sometimes collectively referred to as "Sellers").                               

RECITALS

A. The Proposed Transaction. This Agreement provides for a business   
combination to be effected through the merger of Company with and into          
Trustmark, with Trustmark as the surviving corporation.                         

This Agreement also provides for a business combination to be effected
through the merger of Peoples with and into Trustmark Bank, with Trustmark Bank 
being the surviving bank.                                                       

   Somerville is a wholly-owned Tennessee state-chartered banking subsidiary
of Company, which, upon the consummation of the merger of Company into          
Trustmark, will become a wholly-owned Tennessee state-chartered banking         
subsidiary of Trustmark.                                                        

     B. Board Approvals. The respective boards of directors of Company, Peoples,
Somerville, Trustmark, and Trustmark Bank have each determined that the         
transactions contemplated hereby are consistent with, and in furtherance of,    
their respective business strategies and goals, and have approved such          
transactions and believe them to be in the best interests of their respective   
shareholders.                                                                   

 C. Intended Tax Treatment. The parties intend the Mergers (as hereafter
defined) to be treated as a reorganization under the provisions of Section      
368(a) of the Internal Revenue Code of 1986, as amended, and the rules and      
regulations promulgated thereunder (the "Code").                                

D. Intended Accounting Treatment. The parties intend the Mergers to be
accounted for under the purchase accounting method.                             

1. DEFINITIONS                                                  

       As used in this Agreement, the following terms shall have the following
meanings (such meaning to be equally applicable to both the singular and plural 
forms of the terms defined):                                                    

    1.1 "Affiliate" shall mean an officer, director, or greater than ten
percent (10%) shareholder of Company.                                           

       1.2 "Affiliate Agreement" shall mean the form of letter agreement to be
executed by each of the Affiliates of Company and attached hereto as Exhibit    
"C."                                                                            

       1.3 "Business Day" shall mean a day on which Trustmark Bank is open for
business and which is not a Saturday, Sunday, or legal bank holiday.            

1.4 "Closing" shall have the meaning set forth in Article 11.   

  1.5 "Closing Date" shall have the meaning set forth in Article 11.

        1.6 "Company Common Stock" means the outstanding common stock, par value
$100.00 per share, of Company.                                                  

      1.7 "Company Options" means the outstanding incentive stock options to
acquire 125 shares of Company Common Stock pursuant to existing Company stock   
option plans.                                                                   

       1.8 "Effective Date" means, as to the Company Merger, the date and time
specified in Articles of Merger filed with the Secretary of State of the State  
of Mississippi and the Secretary of State of the State of Tennessee pursuant to 
the provisions of Article 11 of the Mississippi Business Corporation Act and    
Chapter 21 of the Tennessee Business Corporation Act.                           

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As to the Bank Merger, "Effective Date" means the date and time 
specified in the approval of Bank Merger to be issued by the OCC.               

     1.9 "FDIC" means that agency of the United States of America known as
the Federal Deposit Insurance Corporation, or any successor United States       
governmental agency which insures deposits of commercial banks.                 

       1.10 "FRB" means that agency of the United States of America which acts
in the capacity of a governmental central bank known as the Federal Reserve     
System represented by actions of its Board of Governors, having regulatory      
authority over bank holding companies, or any successor United States           
governmental agency performing the function of exercising such regulatory       
authority.                                                                      

1.11 "GAAP" means generally accepted accounting principles.     

   1.12 "material" or "materially" when used with reference to Sellers
shall be understood to mean a breach of any representation, warranty or covenant
contained in this Agreement which, separately or in the aggregate with any other
such breach, does or could result in a cost, loss, detriment or obligation in   
excess of $500,000 on a pre tax basis. Provided, however, with reference to the 
representations, warranties and covenants of Buyers contained in this Agreement,
"material" and "materially" shall have the meaning normally accorded such terms 
considering the relative importance of such representation, warranty or covenant
in the context of an organization of the type of and size of Buyers. Any        
reduction in the book value of Company or Trustmark which may result by virtue  
of a change in the market valuation of investment securities held by Company,   
Peoples, Somerville, Trustmark, or Trustmark Bank shall not constitute a        
material adverse change in the condition, financial or otherwise, of Company or 
Trustmark.                                                                      

        1.13 "Mergers" means the Company Merger and the Bank Merger described in
Article 2.                                                                      

   1.14 "OCC" means that bureau of the United States Department of the
Treasury known as the Office of the Comptroller of the Currency having          
regulatory authority over Trustmark Bank, or any successor United States        
governmental agency performing the function of exercising such regulatory       
authority.                                                                      

       1.15 "Party" shall mean Trustmark, Trustmark Bank, Company, Peoples, or
Somerville, and "Parties" shall mean Trustmark, Trustmark Bank, Company,        
Peoples, and Somerville.                                                        

   1.16 "Peoples Common Stock" means the outstanding common stock, par
value $100.00 per share, of Peoples.                                            

        1.17 "Person" shall mean any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,  
or government or any agency or political subdivision thereof.                   

1.18 "Subsidiaries" shall mean Peoples and Somerville.          

       1.19 "TDFI" means the Department of Financial Institutions of the State
of Tennessee having regulatory authority over Peoples and Somerville, or any    
successor Tennessee governmental agency exercising such regulatory authority.   

     1.20 "Trustmark Common Stock" means the outstanding common shares, no
par value, of Trustmark.                                                        

      1.21 "Trustmark Bank Common Stock" means the outstanding common stock,
par value $5.00 per share, of Trustmark Bank.                                   

      2. THE MERGERS AND RELATED MATTERS. Pursuant to this Agreement and the
Company Merger Agreement in the form attached as Exhibit "A," Company shall be  
merged with and into Trustmark under the charter of Trustmark (the "Company     
Merger"). As a result of and as part of the Company Merger and subject to the   
adjustments and limitations provided for in Sections 3.2, 3.6, 3.7 and 3.8 of   
this Agreement, on the Effective Date of the Company Merger each of the issued  
and outstanding shares of the Company Common Stock as of the date of Company's  
special shareholders' meeting (the "Meeting Date") called to vote on the Company
Merger shall be converted into cash or shares of Trustmark Common Stock on the  
basis described in                                                              

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Article 3 herein. As a consequence of the Company Merger, all assets of Company,
including one hundred percent (100%) of the outstanding common stock of         
Somerville, as they exist at the Effective Date, shall pass to and vest in      
Trustmark without any conveyance or other transfer, and Trustmark shall be      
responsible for all of the liabilities of every kind and description of Company 
as of the Effective Date. At the Effective Date, Somerville shall become a      
wholly-owned Tennessee state-chartered banking subsidiary of Trustmark.         

       Immediately following the Company Merger and pursuant to this Agreement
and the Bank Merger Agreement in the form attached as Exhibit "B," Peoples shall
be merged with and into Trustmark Bank under the Charter of Trustmark Bank (the 
"Bank Merger"). As a result of and as part of the Bank Merger, on the Effective 
Date of the Bank Merger each of the issued and outstanding shares of the Peoples
Common Stock shall be canceled and retired and shall cease to exist. As a       
consequence of the Bank Merger, all assets of Peoples, as they exist at the     
Effective Date, shall pass to and vest in Trustmark Bank without any conveyance 
or other transfer, and Trustmark Bank shall be responsible for all of the       
liabilities of every kind and description of Peoples as of the Effective Date.  

3. CONVERSION OF COMPANY COMMON STOCK                           

3.1 Election Procedures and Exchange of Shares.                 

          (a) Right to Elect Type of Consideration; Election. Subject to the
provisions of Sections 3.2, 3.6, 3.7 and 3.8 hereof, each holder of shares of   
Company Common Stock as of the Meeting Date shall be given the opportunity to   
elect, in accordance with the procedures set forth in Section 3.3 hereof (the   
"Election"), to convert their shares of Company Common Stock into either:       

             (i) cash in an amount equal to $9,733.00 per share for all of
the shares of Company Common Stock owned by such holder of record as of the     
Meeting Date (the "Available Cash Election"); or                                

               (ii) shares of Trustmark Common Stock in an amount equal to the
Exchange Ratio times the number of shares of Company Common Stock owned by such 
holder of record as of the Meeting Date (the "Share Election"). The Exchange    
Ratio shall be equal to (A) $102.45 million, minus the cash payable pursuant to 
the Available Cash Election, (B) which Result is then divided by the average    
closing bid/asked market price (computed on the basis of the last trade of the  
day) of Trustmark shares as reported in the National Association of Securities' 
Dealers Automated Quotation System ("NASDAQ") for National Market Issues for the
five (5) consecutive Trading Days preceding the three (3) Trading Days prior to 
the Meeting Date ("Average Trustmark Price"), (C) which quotient is then divided
by the number of shares of Company Common Stock outstanding on the Effective    
Date as to which a Share Election is made. For purposes of this Agreement the   
term "Trading Day" means any day on which the NASDAQ is open for trading; or    

              (iii) a combination of cash and Trustmark Common Stock for all
of the shares of Company Common Stock owned by such holder of record as of the  
Meeting Date (the "Combination Election") in the proportions specified by such  
holder. In the event a Company shareholder makes a Combination Election, the    
amount of cash to be received for each share of Company Common Stock converted  
into cash shall be computed in accordance with Section 3.1(a)(i) and the amount 
of Trustmark Common Stock to be received for each share of Company Common Stock 
converted into Trustmark Common Stock shall be computed in accordance with      
Section 3.1(a)(ii).                                                             

       3.2 Limitation on Elections. If, based on the Elections, the total cash
payable to holders of Company Common Stock (including cash payable in lieu of   
fractional shares and cash payable to dissenters to the Company Merger) would be
greater or less than fifty percent of the total value of the cash and Trustmark 
Common Stock to be issued in connection with the Merger (the "Merger            
Consideration") (with the Trustmark Common Stock valued at the closing price    
thereof as of the Effective Date), Trustmark shall first have the right to      
adjust the cash and Trustmark Common Stock to be issued to the Estate of Paul   
Barret, Jr. (or its successors) so that the total cash payable to holders of    
Company Common Stock (including cash payable in lieu of fractional shares and   
cash payable to dissenters to the Company Merger) shall be equal to fifty       
percent of the Merger Consideration. For purposes of the calculation contained  
herein, all dissenting shareholders shall be deemed to have received cash in an 
amount equal to the amount of the Available Cash Election for such shares.      

      If, after making this adjustment, the total cash payable to holders of
Company Common Stock (including cash payable in lieu of fractional shares and   
cash payable to dissenters to the Company Merger) would still be greater or less
than fifty percent of the Merger Consideration, Trustmark shall next have the   
right to proportionally adjust the cash and Trustmark Common Stock to be        

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issued to all holders of Company Common Stock so that the total cash payable to 
holders of Company Common Stock (including cash payable in lieu of fractional   
shares and cash payable to dissenters to the Company Merger) shall be equal to  
fifty percent of the Merger Consideration.                                      

  3.3 Form of Election. Forms for making the Election (the "Forms of
Election"), shall be mailed to holders of Company Common Stock as part of the   
proxy statement (the "Proxy Statement") for the shareholders' meeting of the    
Company called to consider the Company Merger. The Forms of Election must be    
properly completed and returned to the Company on or before the Meeting Date in 
accordance with the instructions applicable thereto. Any holder of shares of    
Company Common Stock who does not return a properly executed Form of Election on
or before the Meeting Date (a "Non-Electing Shareholder") shall be deemed to    
have made a Share Election. If the Company Merger is approved, the Company shall
furnish Trustmark with the original Forms of Election as soon as is practicable 
following the shareholders' meeting of the Company.                             

      3.4 Change in Election; Revocation. Any holder of Company Common Stock
may, at any time, change an Election by submitting a revised, subsequently dated
Form of Election on or before the Meeting Date.                                 

    3.5 Distribution of Trustmark Stock and Cash. Promptly following the
Effective Date of the Company Merger, Trustmark shall send to holders of Company
Common Stock of record as of the Closing Date transmittal materials for use in  
exchanging their shares of Company Common Stock for the Merger Consideration.   
Trustmark shall thereafter promptly pay the Merger Consideration to holders of  
Company Common Stock who have properly submitted transmittal materials and      
surrender their share certificates to Trustmark. Unless and until the share     
certificates are properly surrendered, a former holder of Company Common Stock  
shall not be entitled to receive the cash and/or share certificates to which    
such holder is entitled or any dividends payable with respect to such shares.   
Upon the proper surrender of such Company Stock, the former Company shareholder 
shall be issued the Trustmark shares and/or shall be paid the cash and dividends
(without interest) to which such shareholder is entitled.                       

     3.6 Fractional Shares. No fractional shares of Trustmark Common Stock
shall be issued upon the surrender for exchange of certificates representing    
shares of Company Common Stock. In lieu of any such fractional share, each      
holder of shares of Company Common Stock who would otherwise be entitled to a   
fractional share of Trustmark Common Stock will be paid cash upon the proper    
surrender of all the stock certificates representing shares of Company Common   
Stock held by such holder in the amount equal to the product of such fraction   
multiplied by the Average Trustmark Price.                                      

        3.7 Market Price Fluctuations. The maximum number of shares of Trustmark
Common Stock to be issued in the Company Merger shall not exceed 3,304,839 and  
the minimum number of shares of Trustmark Common Stock to be issued in the      
Company Merger shall not be less than 2,382,558. If the Average Trustmark Price 
is greater than $21.50, Company shall have the right to terminate the Merger    
Agreement by giving written notice of its election to do so to Trustmark prior  
to 5:00 p.m., local time, on the second Trading Day after the Average Trustmark 
Price is determined. If the Average Trustmark Price is less than $15.50 per     
share, Trustmark shall have the right to terminate the Merger Agreement by      
giving written notice of its election to do so to Company prior to 5:00 p.m.,   
local time, on the second Trading Day after the Average Trustmark Price is      
determined.                                                                     

        3.8 Calculations and Adjustments. If, between the date of this Agreement
and the Effective Date, shares of Trustmark Common Stock shall be changed into a
different number of shares or shares of a different class by reason of any      
reclassification, recapitalization, stock split, or stock dividend with a record
date within said period, the number of shares of Trustmark Common Stock to be   
issued and delivered upon the consummation of the Company Merger as provided in 
this Agreement shall be appropriately and proportionately adjusted so that the  
number of such shares that will be issued and delivered as a result of the      
Company Merger will equal the number of shares of Trustmark Common Stock that   
holders of shares of Company Common Stock would have received had the record    
date for such reclassification, recapitalization, stock split, or stock dividend
been immediately following the Effective Date.                                  

 3.9 Lost or Destroyed Certificates. Any person whose certificates
representing shares of Company Common Stock shall have been lost or destroyed   
may nevertheless obtain the shares of Trustmark Common Stock and/or cash to     
which such holder of Company Common Stock is entitled as a result of the Company
Merger if such holder provides Trustmark with a statement certifying such loss  
or destruction and an indemnity satisfactory to Trustmark sufficient to         
indemnify Trustmark against any loss or expense that may occur as a result of   
such lost or destroyed certificate being thereafter presented to Trustmark for  
exchange.                                                                       

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4. REPRESENTATIONS AND WARRANTIES OF SELLERS.                   

      Company, Peoples and Somerville make the following representations and
warranties, each of which is being relied upon by Buyers, which representations 
and warranties shall, individually and in the aggregate, be true in all material
respects upon the date of this Agreement and on the Closing Date (except that   
all representations and warranties made as of a specific date shall be true and 
correct as of such date and except as set forth in the Company Disclosure       
Schedule). For the purposes of this Agreement, except in Section 4.1 and where  
the context requires otherwise, any reference to Company in this Article 4 shall
be deemed to include Company and its Subsidiaries, and any reference to         
"material," "material adverse effect," or a similar standard shall refer to the 
financial condition, operations, prospects, or other aspects of Company taken as
a whole and its Subsidiaries individually.                                      

    On or prior to the date hereof, Company has delivered to Trustmark a
schedule (the "Company Disclosure Schedule") setting forth, among other things, 
items the disclosure of which is necessary or appropriate either in response to 
an express disclosure requirement contained in a provision hereof, or as an     
exception to one or more representations or warranties contained in Article 4,  
or as an exception to one or more of its covenants contained in Article 7;      
provided, that the mere inclusion of an item in the Company Disclosure Schedule 
as an exception to a representation or warranty or covenant shall not be deemed 
an admission by a Party that such item was required to be disclosed therein.    

    4.1 Organization and Power. Company is a Tennessee corporation, duly
organized, validly existing, and in good standing under the laws of the State of
Tennessee, with all requisite corporate power and authority to carry on its     
business as now being conducted and to own and lease its properties. The        
business activities of the Company do not require it to be qualified to do      
business in any other state.                                                    

   Peoples is a Tennessee banking corporation, duly organized, validly
existing, and in good standing under the laws of the State of Tennessee, with   
all requisite corporate power and authority to carry on its business as now     
being conducted and to own and lease its properties. The business activities of 
Peoples do not require it to be qualified to do business in any other state.    

      Somerville is a Tennessee banking corporation, duly organized, validly
existing, and in good standing under the laws of the State of Tennessee, with   
all requisite corporate power and authority to carry on its business as now     
being conducted and to own and lease its properties. The business activities of 
Somerville do not require it to be qualified to do business in any other state. 

       4.2 Authorization. This Agreement has been duly and validly approved by
the Boards of Directors of Company, Peoples and Somerville. Upon approval by the
shareholders of Company and Peoples and upon obtaining the approval of all      
governmental and regulatory agencies or authorities whose approval is required  
(and such approvals are no longer subject to judicial or administrative review, 
and all waiting periods required by law have expired):                          

    (a) This Agreement will be a valid and binding obligation of
Company, Peoples, and Somerville, enforceable in accordance with its terms,     
subject to applicable bankruptcy, insolvency, or other similar laws affecting   
the enforceability of creditors' rights generally; and                          

           (b) Consummation of the transactions contemplated by this Agreement
will not: (1) result in a breach of, or default under, any material agreement to
which Sellers are a party; (2) conflict with, or result in the breach of, the   
Charter or Bylaws of Sellers; or (3) conflict with or result in the breach of   
any law, rule, or regulation, or any writ, injunction, or decree of any court or
governmental agency, other than compliance with the applicable requirements, if 
any, of the TDFI.                                                               

       4.3 Capitalization. The authorized capital stock of Company consists of
10 million shares of common stock, $100.00 par value, of which 10,525.982541    
shares are issued and outstanding. Each share of Company Common Stock           
outstanding as of the date hereof is duly authorized, validly issued, fully paid
and nonassessable, and free of preemptive rights. As of the date hereof, there  
are no outstanding options or similar rights to purchase or acquire any shares  
of capital stock of Company, other than the Company Options which give the      
holder or holders thereof the right to acquire, or provide for the full and     
complete vesting upon a change of control of Company of no more than 125 shares 
of Company Common Stock. Except as set forth herein, Company does not have      
outstanding any other equity securities or any subscriptions, options, warrants,
rights, calls, or other commitments to issue any securities or to convert any   
presently outstanding equity securities into securities of a different kind or  
class.                                                                          

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    The authorized capital stock of Peoples consists of 10,000 shares of
common stock, $100.00 par value, of which 9,289.02 shares are issued and        
outstanding and owned by Company. Each share of Peoples Common Stock outstanding
as of the date hereof is duly authorized, validly issued, fully paid and        
nonassessable, and free of preemptive rights. Peoples does not have outstanding 
any other equity securities or any subscriptions, options, warrants, rights,    
calls, or other commitments to issue any securities or to convert any presently 
outstanding equity securities into securities of a different kind or class.     

      The authorized capital stock of Somerville consists of 5,200 shares of
common stock, $100.00 par value (the "Somerville Common Stock"), of which 5,200 
shares are issued and outstanding and owned by Company. Each share of Somerville
Common Stock outstanding as of the date hereof is duly authorized, validly      
issued, fully paid and nonassessable, and free of preemptive rights. Somerville 
does not have outstanding any other equity securities or any subscriptions,     
options, warrants, rights, calls, or other commitments to issue any securities  
or to convert any presently outstanding equity securities into securities of a  
different kind or class.                                                        

       4.4 Ownership of Other Organizations. Company does not own, directly or
indirectly, five percent (5%) or more of the outstanding capital stock or other 
voting securities of any corporation, bank, or other organization except Peoples
and Somerville. Company does not have any other subsidiaries.                   

4.5 Company Financial Statements and Other Reports. Company has 
delivered to Buyers true and correct copies of: (a) the audited consolidated    
balance sheets of Company and its Subsidiaries for the years ended December 31, 
1999 and December 31, 1998, and the related consolidated statements of income,  
changes in shareholders' equity and cash flows for each of the years in the     
two-year period ended December 31, 1999 and the unaudited financial statements  
through September 30, 2000 (the "Company Financial Statements"); and (b) all    
correspondence between Company, Peoples, or Somerville and the FDIC, FRB, TDFI, 
and the Internal Revenue Service since January 1, 1998. As promptly as same are 
available, Sellers shall deliver to Buyers a copy of any subsequent monthly,    
quarterly and annual financial statements of Company, Peoples, and Somerville   
issued, and quarterly call reports of Peoples and Somerville filed with the     
appropriate bank regulatory agencies. The financial statements delivered        
pursuant to this Section 4.5 (subject to audit adjustments, lack of footnote and
other presentation items to any unaudited financial statements): (i) have been  
or will be prepared in accordance with GAAP, consistently applied; and (ii) do  
and will present fairly the financial condition and results of operations of    
Company and the Subsidiaries for the periods covered thereby. The call reports  
delivered pursuant to this Section 4.5 will be complete and correct in all      
material respects and fairly present the financial information required to be   
shown therein.                                                                  

     4.6 Absence of Undisclosed Liabilities. Sellers do not have any known
liabilities of any nature whatsoever, whether absolute, accrued, contingent or  
otherwise, due or to become due, as principal or guarantor, that are not        
recorded or disclosed in the Company Financial Statements, or otherwise         
disclosed in this Agreement or the Company Disclosure Schedule, documents,      
statements, lists, and exhibits referred to herein, which could have a material 
adverse effect on the financial condition, properties, or prospects of Sellers, 
taken as a whole.                                                               

      4.7 Compliance with Laws; Permits. Sellers are not in violation of any
material federal, state, or local law, rule, ordinance, or regulation. Sellers  
possess all permits, licenses, franchises, and other governmental               
authorizations, consents, and approvals necessary to conduct the lines of       
business currently conducted by them and such permits, licenses, authorizations,
etc. will be unaffected by the Mergers, except for any limitations imposed on   
Buyers under the National Bank Act, and any regulations or interpretations      
adopted by applicable regulatory agencies.                                      

     4.8 Tax Liability. The amounts set up as liabilities for taxes in the
Company Financial Statements are sufficient for the payment of all respective   
taxes (including, without limitation, federal, state, local, and foreign excise,
franchise, property, payroll, income, capital stock, and sales and use taxes)   
accrued in accordance with GAAP and unpaid at the respective dates thereof.     

      4.9 Taxes. Company and the Subsidiaries have filed all federal, state,
county, municipal, and other tax returns and all other material reports which   
are required to be filed in respect of all such taxes and, to the extent its    
liabilities for taxes have not been fully discharged, adequate reserves have    
been established in the Company Financial Statements therefor in accordance with
GAAP. All returns filed are complete and accurate to the best information and   
belief of their respective managements. The federal                             

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income tax returns of Company and the Subsidiaries have been audited by the     
Internal Revenue Service through the year ending December 31, 1995. Company and 
the Subsidiaries are not in default in the payment of any taxes due or payable  
or of any assessments of any kind, and has not received any notice of assessment
or proposed assessment of any tax. As of the date hereof, there is no audit,    
examination, deficiency, refund litigation, or matter in controversy with       
respect to any taxes that might result in a determination materially adverse to 
Company or the Subsidiaries except as reserved against in the Company Financial 
Statements.                                                                     

      4.10 Assets Employed; Title to Properties. All of Sellers' significant
tangible assets are reflected in the Company Financial Statements and as set    
forth on the Company Disclosure Schedule, and such assets constitute all of the 
significant tangible assets used or employed in the business and operations of  
Sellers as currently conducted. Except as set forth in the Company Disclosure   
Schedule, Company, Peoples and Somerville have good, valid and marketable title 
to, or a valid leasehold interest in, (a) all their real properties and (b) all 
other properties and assets reflected in the Company Financial Statements, other
than any of such properties or assets which have been sold or otherwise disposed
of since the date of the most recent Company Financial Statement in the ordinary
course of business and consistent with past practice. Except as set forth in the
Company Disclosure Schedule, all of such properties and assets are free and     
clear of all title defects, mortgages, pledges, liens, claims, charges, security
interests or other encumbrances of any nature whatsoever, including, without    
limitation, leases, options to purchase, conditional sales contracts, collateral
security arrangements and other title or interest retention arrangements, and   
are not, in the case of real property, subject to any easements, building use   
restrictions, exception, reservations or limitations of any nature whatsoever,  
except, with respect to all such properties and assets (i) liens for current    
taxes and assessments not in default, (ii) minor imperfections of title, and    
encumbrances, if any, which have arisen in the ordinary course of business,     
which are not substantial in character, amount or extent and which do not       
detract from the value of or interfere with the present or contemplated use of  
any of the properties subject thereto or affected thereby or otherwise impair   
the business operations conducted or contemplated by Company and its            
Subsidiaries, (iii) mortgages and encumbrances which secure indebtedness, which 
is properly reflected in the most recent Company Financial Statement, and (iv)  
liens arising as a matter of law in the ordinary course of business with respect
to obligations incurred after the date of the most recent Company Financial     
Statement provided that such obligations are not delinquent or are being        
contested in good faith. All personal property material to the business,        
operations or financial condition of Company and its Subsidiaries, and all      
buildings, structures and fixtures used by Company and its Subsidiaries in the  
conduct of their businesses, are in good operating condition and repair,        
ordinary wear and tear excepted. Except as set forth in the Company Disclosure  
Schedule, neither Company nor its Subsidiaries has received any notification of 
any violation (which has not been cured) of any material building, zoning or    
other similar law, ordinance or regulation in respect of such property or       
structures or its use thereof.                                                  

        4.11 Contracts and Commitments. The Company Disclosure Schedule includes
a list of all significant contracts, leases, and licenses ("Contracts"), and    
other agreements to which Company or either of its Subsidiaries is a party or is
bound. Sellers have supplied Buyers with true and correct copies of the         
Contracts. The Mergers will not result in a breach of any Contract.             

      4.12 Benefit and Employee Matters. (a) The Company Disclosure Schedule
lists all pension, retirement, stock option, stock purchase, stock ownership,   
savings, stock appreciation right, profit sharing, deferred compensation,       
employment, compensation arrangements, consulting, bonus, collective bargaining,
group insurance, severance and other employee benefit, incentive and welfare    
policies, contracts, plans and arrangements, and all trust agreements related   
thereto established or maintained by Company and its Subsidiaries, for the      
benefit of any of the present or former directors, officers, or other employees 
of Company and its Subsidiaries. The Company Disclosure Schedule also identifies
each "employee benefit plan," as such term is defined in Section 3(3) of the    
Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained
or contributed to by Company and its Subsidiaries. Except as set forth in the   
Company Disclosure Schedule, all "employee benefit plans" maintained by Company 
and its Subsidiaries are in material compliance with the provisions of ERISA and
the applicable provisions of the Code. Company and its Subsidiaries have never  
maintained or become obligated to contribute to any "employee benefit plan" as  
such term is defined in Section 3(3) of ERISA, (i) that is subject to Title IV  
of ERISA or (ii) that is a multiemployer plan under Title IV of ERISA. To the   
knowledge of Company and its Subsidiaries, no "prohibited transaction," as      
defined in Section 406 of ERISA or Section 4975 of the Code, has occurred that  
could result in liability to Company and its Subsidiaries. The Peoples and the  
Somerville 401(k) Plans have been determined to be "qualified" within the       
meaning of Section 401(a) of the Code and neither Company and its Subsidiaries  
knows of any fact which would adversely affect the qualified status of such     
plan. Company has provided to Trustmark copies of the most recent determination 
letter issued by the Internal Revenue Service with respect to such plans.       
Company and its Subsidiaries do not have any current or projected liability in  
respect of post-employment welfare benefits for retired, current or former      
employees, except as required to avoid excise tax under Section 4980B of the    
Code.                                                                           

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       (b) Except as set forth in the Company Disclosure Schedule, (i) each of
Company, Peoples and Somerville is in material compliance with all applicable   
laws respecting employment and employment practices, terms and conditions of    
employment and wages and hours, occupational safety and health and neither is   
engaged in any unfair labor practice, (ii) there is no unfair labor practice    
complaint against Company or its Subsidiaries pending or threatened before, or  
on appeal from, the National Labor Relations Board, (iii) there is no labor     
strike, dispute, slowdown or stoppage actually pending or threatened against or 
affecting Company or its Subsidiaries, (iv) no representation question exists   
respecting the employees of Company or its Subsidiaries, (v) no grievance which 
would have a material adverse effect on the Company or its Subsidiaries or the  
conduct of its businesses nor any arbitration proceeding arising out of or under
collective bargaining agreements is pending and no claims therefor exist, (vi)  
no collective bargaining agreement which is binding on Company or its           
Subsidiaries restricts them from closing any of their operations, and (vii)     
neither Company, Peoples or Somerville has experienced any work stoppage or     
other material labor difficulty during the last five (5) years.                 

        4.13 Litigation. Except as set forth in the Company Disclosure Schedule,
neither the Company, the Subsidiaries, or their officers, directors, or agents  
is: (i) a party to any action, suit, or proceeding; or (ii) subject to any      
pending, potential or threatened administrative, judicial, or other action,     
suit, proceeding, inquiry or investigation, nor is there any basis known to the 
Sellers therefor which in the case of either clause (i) or (ii) above, an       
unfavorable decision, ruling, or finding could have a material adverse effect on
the financial condition or operations of the Sellers taken as a whole, or on the
consummation of the transactions contemplated by this Agreement.                

        4.14 Brokers, Finders, or Advisers. No agent, broker, investment banker,
investment or financial advisor, or other person acting on behalf of Sellers or 
under their authority is entitled to any commission, broker's, or finder's fee  
from any of the Sellers in connection with any of the transactions contemplated 
by this Agreement.                                                              

 4.15 Insurance. True and correct copies of all insurance policies
presently in force covering Company, the Subsidiaries, and their officers,      
directors, employees, and properties, together with a schedule detailing limits,
companies, coverages and loss histories on current policies, will be provided to
Buyers and are listed on the Company Disclosure Schedule. All such insurance    
policies: (i) provide reasonably adequate insurance coverage for the assets and 
the operations of the Company and the Subsidiaries for the risks normally       
insured against by businesses conducting comparable lines of business as the    
Company and the Subsidiaries; (ii) are sufficient for compliance with all       
contractual requirements to which the Company and the Subsidiaries are parties; 
(iii) will continue in full force and effect following the consummation of the  
Mergers; and (iv) do not provide for any retrospective premium adjustment or    
other experience-based liability on the part of the Company or the Subsidiaries.

     4.16 Loans. Each loan reflected as an asset of Company in the Company
Financial Statements as of September 30, 2000, or acquired or originated since  
that date, is the legal, valid, and binding obligation of the obligor named     
therein, enforceable in accordance with its terms, subject to applicable        
bankruptcy, insolvency, or other similar laws affecting the enforceability of   
creditors' rights generally, and no loan is subject to any asserted defense,    
offset, or counterclaim known to Company, except as disclosed in the Company    
Disclosure Schedule.                                                            

    4.17 Allowance for Loan Losses. In the reasonable opinion of Company
management, the allowance for possible loan losses shown on the Company         
Financial Statements as of December 31, 1999, are adequate in all material      
respects to provide for possible losses, net of recoveries relating to loans    
previously charged off, on loans outstanding (including accrued interest        
receivable) as of the date hereof, and each such allowance has been established 
in accordance with GAAP.                                                        

       4.18 Investments. Except for investments classified as held-to-maturity
as prescribed under the Financial Accounting Standards Board Statement Number   
115, and pledges to secure public or trust deposits, none of the investments    
reflected in the Company Financial Statements under the heading "Investment     
Securities," and none of the investments made by Company or the Subsidiaries    
since December 31, 1999, and none of the assets reflected in the Company        
Financial Statements under the heading "Cash and Due From Banks," is subject to 
any restriction, whether contractual or statutory, that materially impairs the  
ability of Company or the Subsidiaries freely to dispose of such investments at 
any time. With respect to all repurchase agreements to which Company or the     
Subsidiaries are a party, Company or the Subsidiaries, as the case may be, have 
a valid, perfected first lien or security interest in the government securities 
or other collateral securing such repurchase agreement which equals or exceeds  
the amount of debt secured by such collateral under such agreement.             

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    4.19 Intellectual Property. Company and the Subsidiaries own, or are
licensed or otherwise possess legally enforceable rights to use, all patents,   
trademarks, trade names, service marks, copyrights, technology, computer        
software programs and applications, and tangible and intangible proprietary     
information ("Intellectual Property") that are used in their businesses as      
currently conducted. The Company has full and exclusive rights to the name      
"Barret Bancorp, Inc.," and Somerville has full and exclusive rights to the name
"Somerville Bank & Trust Company" in the State of Tennessee, and Buyers shall be
entitled to preserve the use of such names following the Closing. Company and   
the Subsidiaries have not received any notice of and do not have any knowledge  
of any potential claim of any infringement on any copyright, patent, trademark, 
service marks, or trade secret of any other person and the transactions         
contemplated by this Agreement will not impair any such patent, trademark, trade
name, copyright, or other similar item of Intellectual Property. No items of    
Intellectual Property will be adversely effected as a result of the Mergers.    

      4.20 Absence of Certain Changes. Except as disclosed in writing in the
Company Disclosure Schedule, since December 31, 1999, Sellers have in all       
material respects conducted their businesses in the ordinary course and there   
have not been:                                                                  

       (a) any material adverse change with respect to the business, financial
condition, results of operations, properties, assets, or prospects of Company   
and the Subsidiaries, or any event which has had or will have a material adverse
effect on any of the foregoing, excluding changes in banking laws or regulations
that affect banking institutions generally.                                     

  (b) any amendment of any material term of any outstanding share of
Company Common Stock, Peoples Common Stock, or Somerville Common Stock;         

        (c) any material damage, destruction, or other casualty loss (whether or
not covered by insurance) affecting the business or assets of Company or the    
Subsidiaries;                                                                   

 (d) any material change in any method of accounting or accounting
practice by the Company or the Subsidiaries, except for any such change that is 
required by reason of a concurrent change in GAAP;                              

       (e) any receipt of notice or knowledge or reason to believe that any of
their substantial customers have terminated or intend to terminate their        
relationship with Sellers;                                                      

      (f) any failure to operate the businesses in the ordinary course so as
to preserve the business organization intact and the goodwill of the customers  
and others with whom they have business relations;                              

  (g) any material extraordinary loss incurred or any material right
waived in connection with any aspect of their businesses, whether or not in the 
ordinary course of business;                                                    

 (h) any agreement entered requiring the payment, conditionally or
otherwise, of any salary, bonus, extra compensation, pension, or severance      
payment to any present or former directors, officers, or employees, except such 
agreements as are terminable at will without any penalty or other payment; or   

        (i) any receipt of notice or knowledge that any key employee or group of
employees of the Company or the Subsidiaries who is or are responsible for a    
material amount of the Company's or either Subsidiary's business operations has 
or have delivered any notice of termination or indicated that he, she, or they  
are considering such an action.                                                 

     4.21 Vote Required. The affirmative vote of the holders of at least a
majority of the outstanding Company Common Stock is the only vote of the        
shareholders of Company necessary to approve the Company Merger and the related 
transactions contemplated hereby. The affirmative vote of the Company, as the   
sole shareholder of Peoples, is the only vote of the shareholders of Peoples    
necessary to approve the Bank Merger and the related transactions contemplated  
hereby. No vote of the board of directors or shareholders of Somerville is      
required to approve the Mergers and the related transactions contemplated       
hereby.                                                                         

        4.22 Environmental Matters. Neither Company nor the Subsidiaries nor, to
the knowledge of the management thereof, any previous owner or operator of any  
properties at any time owned (including any properties owned or subsequently    
resold) leased,                                                                 

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or occupied by Company or the Subsidiaries, or used by Company or the           
Subsidiaries in their respective businesses (the "Company Properties") used,    
generated, treated, stored, or disposed of any hazardous waste, toxic substance,
or similar materials on, under, or about Company Properties except in compliance
with all applicable federal, state, and local laws, rules, and regulations      
pertaining to air and water quality, hazardous waste, waste disposal, air       
omissions, and other environmental matters ("Environmental Laws"). Neither      
Company nor the Subsidiaries has received any notice of noncompliance with      
Environmental Laws, applicable laws, orders, or regulations of any governmental 
authorities relating to waste generated by any such party or otherwise, or      
notice that any such party is liable or responsible for the remediation,        
removal, or clean-up of any site relating to the Company Properties.            

     4.23 Full Disclosure. This Agreement, the Company Disclosure Schedule
and all information provided to Buyers in writing pursuant to this Agreement    
does not contain any untrue statements of material fact and Sellers have not    
omitted to disclose to Buyers any material fact known to Sellers concerning the 
financial condition, properties, or prospects of Company or its Subsidiaries.   

        4.24 Disclosure Documents. With respect to information supplied or to be
supplied by Company for inclusion in the Proxy Statement and the registration   
statement to be filed with the Securities and Exchange Commission ("SEC") by    
Trustmark for the registration of the shares of Trustmark Common Stock to be    
issued in connection with the Company Merger (the "Registration Statement"): (i)
the Proxy Statement, at the time of the mailing thereof to shareholders of      
Company and at the time of the special meeting of Company's shareholders, will  
not contain any untrue statement of a material fact or omit to state any        
material fact required to be stated therein or necessary in order to make the   
statements therein, in light of the circumstances under which they are made, not
misleading; and (ii) the Registration Statement, at the time it becomes         
effective under the Securities Act, will not contain any untrue statement of a  
material fact or omit to state any material fact required to be stated therein  
or necessary to make the statements therein not misleading.                     

5. REPRESENTATIONS AND WARRANTIES OF BUYERS.                    

   Trustmark and Trustmark Bank make the following representations and
warranties to Sellers, each of which is being relied on by Sellers, which       
representations and warranties shall, individually and in the aggregate, be true
in all material respects upon the date of this Agreement and on the Closing Date
(except that all representations and warranties made as of a specific date shall
be true and correct as of such date). In lieu of proving a separate disclosure  
schedule to Company, on or prior to the date hereof, Trustmark has delivered to 
Company a copy of the following documents (the "Trustmark Disclosure Documents")
which are incorporated herein by reference: Trustmark's 1999 Annual Report to   
its Shareholders; Proxy Statement for Trustmark's Annual Meeting of Shareholders
dated April 11, 2000; Trustmark's Annual Report for the year ended December 31, 
1999 (SEC Form 10-K); Trustmark's Quarterly Reports (SEC Form 10-Q) dated May   
11, 2000, August 11, 2000 and November 9, 2000 and Current Report (SEC Form 8-K 
dated September 12, 2000). Trustmark and Trustmark Bank's representations and   
warranties are subject to any matters otherwise set forth in the Trustmark      
Disclosure Documents.                                                           

     5.1 Organization, Power and Authorization. Trustmark is a Mississippi
corporation, duly organized, validly existing and in good standing under the    
laws of the State of Mississippi with all requisite corporate power and         
authority to carry on its business as it is now being conducted and to own and  
lease its properties. The business activities of Trustmark do not require it to 
be qualified to do business in any other state. The execution and performance of
this Agreement, the Company Merger, and the Bank Merger have been duly          
authorized by the Board of Directors of Trustmark and upon obtaining the        
approval of all governmental and regulatory agencies or authorities whose       
approval is required as identified in Section 5.10 (and such approvals are no   
longer subject to judicial or administrative review, and all waiting periods    
required by law have expired), this Agreement will be a valid, binding          
obligation of Trustmark, enforceable in accordance with its terms.              

        Trustmark Bank is a national banking association duly organized, validly
existing and in good standing under the laws of the United States with all      
requisite corporate power and authority to carry on its business as it is now   
being conducted and to own and lease its properties. The business activities of 
Trustmark Bank do not require it to be qualified to do business in any other    
state. The execution and performance of this Agreement and the Bank Merger have 
been duly authorized by the Board of Directors of Trustmark Bank and upon       
obtaining the approval of all governmental and regulatory agencies or           
authorities whose approval is required as identified in Section 5.10 (and such  
approvals are no longer subject to judicial or administrative review, and all   
waiting periods required by law have expired), this Agreement will be a valid,  
binding obligation of Trustmark Bank, enforceable in accordance with its terms. 

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     5.2 Absence of Conflict. The execution and delivery of this Agreement
and the performance and compliance with the terms hereof by Buyers will not: (1)
conflict with, or result in the breach of, the Charter or Bylaws of any of the  
Buyers; (2) result in a breach of or default under any agreement which any of   
the Buyers is presently a party; or (3) conflict with or result in a violation  
or breach of any law, rule or regulation, or any writ, injunction or decree of  
any court or governmental agency.                                               

      5.3 Capitalization. The authorized capital stock of Trustmark consists
of 250,000,000 shares of common stock, no par value, of which as of September   
30, 2000, there were 65,200,813 shares issued and outstanding. As of the date   
hereof, 880,500 shares of Trustmark Common Stock are subject to Trustmark stock 
options under existing Trustmark stock option plans. On July 11, 2000,          
Trustmark's Board of Directors authorized the repurchase of up to 5.0%, or      
approximately 3.4 million shares, of Trustmark Common Stock. The repurchase     
program began during the third quarter of 2000, and is subject to market        
conditions and management discretion. On September 12, 2000, Trustmark's Board  
of Directors authorized the repurchase of 3.35 million shares in a privately    
negotiated transaction in addition to the existing repurchase program. Such     
purchase was completed on September 14, 2000. Sellers and Buyers understand and 
agree that Trustmark may in the future issue or repurchase additional shares of 
its common stock or other securities, options, warrants, rights, calls, or other
commitments at any time for the purpose of making acquisitions or for other     
business purposes of Trustmark or Trustmark Bank, the results upon Trustmark's  
book value of which, standing alone without more, shall not be considered       
material.                                                                       

    The authorized capital stock of Trustmark Bank consists of 2,677,955
shares of common stock, $5.00 par value, of which 2,677,955 shares are presently
issued and outstanding and owned by Trustmark.                                  

      Each share of Trustmark and Trustmark Bank stock outstanding as of the
date hereof is duly authorized, validly issued, fully paid and nonassessable and
free of preemptive rights. Except as set forth above, neither Trustmark nor     
Trustmark Bank presently has outstanding any other securities or any options,   
warrants, rights, calls or other commitments to issue any securities or to      
convert any presently outstanding securities into securities of a different kind
or class.                                                                       

    5.4 Financial Statements and Other Reports. Buyers have delivered to
Sellers the audited consolidated balance sheets of Trustmark and its            
subsidiaries for the years ended December 31, 1999 and December 31, 1998, and   
the related consolidated statements of income, changes in shareholders' equity  
and cash flows for each of the years in the three-year period ended December 31,
1999 and the unaudited consolidated financial statements for the period ended   
September 30, 2000 (the "Trustmark Financial Statements"). As promptly as same  
are available, Buyers shall deliver to Sellers a copy of any subsequent         
quarterly and annual financial statements of Trustmark and consolidated         
subsidiaries issued, and quarterly call reports of Trustmark Bank filed with the
appropriate bank regulatory agencies, together with any reports filed with the  
SEC. The financial statements delivered pursuant to this Section 5.4 (subject to
audit adjustments, lack of footnote and other presentation items to any         
unaudited financial statements) (i) have been or will be prepared in conformity 
with GAAP, consistently applied, and (ii) do and will fairly present the        
financial condition and results of operation of Trustmark and consolidated      
subsidiaries for the periods covered thereby. The call reports delivered        
pursuant to this Section 5.4 will be complete and correct in all material       
respects and fairly present the financial information required to be shown      
therein.                                                                        

       5.5 Absence of Undisclosed Liabilities. Neither Trustmark nor Trustmark
Bank has any known liabilities or obligations of any nature whatsoever, whether 
absolute, accrued, contingent, or otherwise, due or to become due, as principal 
or guarantor, not recorded or disclosed in the Trustmark Financial Statements   
for the period ending September 30, 2000, or otherwise disclosed in this        
Agreement.                                                                      

     5.6 Compliance with Laws; Permits. Buyers are not in violation of any
material federal, state, or local law, rule, ordinance, or regulation. Buyers   
possess all permits, licenses, franchises, and other governmental               
authorizations, consents, and approvals necessary to conduct the lines of       
business currently conducted by them and such permits, licenses, authorizations,
etc. will be unaffected by the Mergers, except for any limitations imposed on   
Buyers under the National Bank Act, and any regulations or interpretations      
adopted by applicable regulatory agencies.                                      

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  5.7 Taxes. The amounts provided for taxes on the audited Trustmark
Financial Statements for the period ending December 31, 1999, are sufficient in 
all material respects for the payment of all accrued and unpaid federal, state, 
county, and municipal taxes and all levies, licenses, franchise and registration
fees, charges or withholdings of any nature whatsoever of Trustmark and         
Trustmark Bank for the period ending on the date of such Trustmark Financial    
Statements and for all prior periods. Trustmark and Trustmark Bank have filed   
all material federal, state, county, municipal, and other tax returns and all   
other material reports which are required to be filed in respect of all such    
taxes and, to the extent that their liabilities for taxes have not been fully   
discharged, full and adequate reserves have been established in the Trustmark   
Financial Statements therefor. Neither Trustmark nor Trustmark Bank is in       
default in the payment of any taxes due or payable or of any assessments of any 
kind, and neither has received any notice of material assessment or proposed    
material assessment of any tax.                                                 

      5.8 Assets Employed. All of Trustmark and Trustmark Bank's significant
tangible assets are reflected in the Trustmark Financial Statements delivered   
pursuant to Section 5.4 hereof in accordance with GAAP, and such assets         
constitute all of the significant tangible assets necessary to or used or       
employed in the business and operations of Trustmark and Trustmark Bank as      
currently conducted. Trustmark and Trustmark Bank have good, marketable title to
all of their significant tangible assets free of all significant liens,         
encumbrances and claims, except as required by law for deposit of public funds. 
Leases covering material tangible assets in which Trustmark or Trustmark Bank   
have a leasehold interest only are valid and enforceable in accordance with     
their terms and the Mergers will not result in a default thereunder.            

      5.9 Exchange Act Filings. Trustmark has filed with or furnished to the
SEC, as applicable, all annual, quarterly and other reports, all proxy          
statements, and all annual reports to shareholders required by the Exchange Act 
(as hereinafter defined) to be so filed or furnished. Such reports and proxy    
statements are true and correct in all material respects and do not omit to     
state a material fact required to be stated therein or necessary to make the    
statement contained therein, in light of the circumstances under which they were
made, not misleading. The financial statements and schedules included in such   
reports and proxy statements, together with the notes thereto, represent fairly,
in all material respects, the financial position of Trustmark and its           
consolidated subsidiaries, as of their respective dates and the results of      
operations and changes in financial position for the periods indicated therein, 
in each case in conformity with GAAP, consistently applied.                     

     5.10 Governmental and Judicial Consents and Approvals. The execution,
delivery and performance by Buyers of this Agreement, and the consummation of   
the transactions contemplated by this Agreement, require no action by or in     
respect of, or filing with, any governmental or judicial body, agency, official,
or authority other than:                                                        

             (a) the filing of Articles of Merger in accordance with Mississippi
and Tennessee law;                                                              

         (b) compliance with the applicable requirements, if any, of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;               

           (c) compliance with the applicable requirements of the Securities
Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated 
thereunder;                                                                     

           (d) compliance with the applicable requirements of the Securities
Act of 1933, as amended (the "Securities Act"), and the rules and regulations   
promulgated thereunder;                                                         

             (e) compliance with applicable foreign or state securities or "blue
sky" laws;                                                                      

             (f) compliance with the applicable requirements of the Bank Holding
Company Act of 1956 and the National Bank Act, both as amended; and             

          (g) such other filings or registrations with, or authorizations,
consents, or approvals of, governmental bodies, agencies, officials, or         
authorities, the failure of which to make or obtain would not materially and    
adversely affect the ability of Buyers to consummate the Mergers.               

 5.11 Litigation. None of Buyers is a party to any action, suit or
proceeding, or is subject to any pending or threatened administrative, judicial,
or other action, suit, proceeding, inquiry, or investigation, in which an       
unfavorable decision, ruling, or                                                

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finding could have a material adverse effect on the financial condition or      
operations of Trustmark and its consolidated subsidiaries taken as a whole or on
the consummation of the transactions contemplated by this Agreement, and to the 
knowledge of Buyers there is no basis for any such action, suit, proceeding,    
inquiry, or investigation.                                                      

       5.12 Brokers, Finders, or Advisers. None of the Buyers has employed, or
incurred any liability to, any broker, finder, or adviser in connection with the
transactions contemplated by this Agreement.                                    

       5.13 Absence of Certain Changes. Since December 31, 1999, Trustmark and
its subsidiaries have in all material respects conducted their businesses in the
ordinary course and there has not been:                                         

       (a) any material adverse change with respect to the business,
financial condition, results of operations, properties, or assets of Trustmark  
and its subsidiaries, or any event which has had a material adverse effect on   
any of the foregoing, excluding changes in banking laws or regulations that     
affect banking institutions generally;                                          

             (b) except for regular dividends declared in the ordinary course of
business and dividends authorized to provide liquidity for Trustmark's ongoing  
stock repurchase program, any declaration, setting aside or payments of any     
dividend, or other distribution in respect of any shares of capital stock of    
Trustmark, or except for Trustmark's ongoing stock repurchase program and       
related transactions described in Section 5.3, any repurchase, redemption, or   
other acquisition by Trustmark of any outstanding shares of capital stock;      

             (c) any amendment of any material term of any outstanding Trustmark
capital stock;                                                                  

      (d) any material damage, destruction, or other casualty loss
(whether or not covered by insurance) affecting the business or assets of       
Trustmark or any of its subsidiaries; or                                        

           (e) any material change in any method of accounting or accounting
practice by Trustmark or any of its subsidiaries, except for any such change    
that is required by reason of a concurrent change in GAAP.                      

       5.14 Full Disclosure. To the best of Buyers' knowledge, this Agreement,
including all information provided to Sellers pursuant to this Agreement, does  
not contain any untrue statement of material fact and Buyers have not omitted to
disclose to Sellers any material fact concerning the financial condition,       
results of operations, properties, or assets of Trustmark or Trustmark Bank.    

        5.15 Disclosure Documents. With respect to information supplied or to be
supplied by Buyers for inclusion in the Proxy Statement relating to the meeting 
of Company's shareholders for the approval of the Company Merger and the        
Registration Statement on Form S-4 (or other appropriate registration form) to  
be filed with the SEC by Trustmark for the registration of the shares of        
Trustmark Common Stock to be offered and sold in the Mergers: (i) the Proxy     
Statement, at the time of the mailing thereof to shareholders of Company and    
Trustmark and at the time of the meeting of Company and Trustmark's shareholders
to be held in connection with the Mergers, will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated     
therein or necessary in order to make the statements therein, in light of the   
circumstances under which they are made, not misleading; and (ii) the           
Registration Statement, at the time it becomes effective under the Securities   
Act, will not contain any untrue statement of a material fact or omit to state  
any material fact required to be stated therein or necessary to make the        
statements therein not misleading. The Registration Statement will comply as to 
form in all material respects with the provisions of the Securities Act and     
Exchange Act, respectively, and the rules and regulations thereunder.           

6. SPECIAL AGREEMENTS.                                          

6.1 Dividends. On or before December 31, 2000, Company shall be 
permitted to declare and pay to its shareholders a cash dividend out of current 
operating profits in an amount not to exceed $1,578,900. If the Company Merger  
is not consummated on or before September 1, 2001, Company shall be permitted to
declare and pay to its shareholders a cash dividend out of current operating    
profits in an amount not to exceed $789,449. Except as set forth in this Section
6.1, Company shall not declare or pay to its shareholders any cash or other     
dividends during the term of this Agreement.                                    

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    6.2 Employment. All employees of Peoples at the Effective Date shall
become employees of Trustmark Bank. However, as employees of Trustmark Bank,    
such persons are subject to performance review, salary review, reassignment and 
all other employment practices and procedures in the same manner as other       
employees of Trustmark Bank.                                                    

       6.3 Peoples 401(k) Plan. When practical following the Effective Date of
the Bank Merger, Peoples' 401(k) Plan shall be merged into Trustmark Bank's     
401(k) Plan or terminated as determined in the sole discretion of Trustmark.    

     6.4 Other Benefit Plans. Following the Closing Date, the employees of
Peoples that are retained by Trustmark or Trustmark Bank will be entitled to    
participate in the welfare benefit plans and pension plans that are presently   
being provided to employees of Trustmark. All retained employees of Peoples will
be enrolled in Trustmark's pension plans, but such employees will not receive   
credit for years of service with Company or the Subsidiaries for purposes of    
eligibility under Trustmark's pension plans or for benefit accrual purposes but 
will receive credit for years of service with Company or the Subsidiaries for   
purposes of vesting in Trustmark's pension plans. Company shall be (and shall   
cause Peoples and Somerville to be) responsible for notifying its employees of  
the terms of this Agreement as it relates to them and for complying with any    
applicable laws regarding such notices.                                         

      6.5 Post Retirement Medical Benefits. Trustmark agrees to continue the
post retirement medical benefits under the terms established for those retired  
employees of Peoples and Somerville who are receiving post retirement medical   
benefits as of the date of this Agreement. Trustmark shall be free of any       
obligation to provide any post retirement medical benefits to any employee of   
Peoples or Somerville that retires after the date of this Agreement, except as  
with respect to any obligations which may arise under any Trustmark benefit     
plans in which such employee participates.                                      

 6.6 Confidentiality. Any confidential information received by the
Parties concerning the other Party in connection with the transactions          
contemplated by this Agreement shall be maintained as confidential, and in the  
event the Closing does not occur each Party agrees to return all materials      
concerning any other Party to the Party from which obtained. Notwithstanding    
this Section 6.6, any Party may disclose any such information to the extent     
necessary to prepare applications to applicable regulatory bodies or required by
laws, rules, regulations or state or federal governmental agencies.             

       6.7 Payment of Expenses. Company's legal and accounting expenses on the
Mergers billed on or after the date of this Agreement shall not exceed $75,000  
in the aggregate. In the event this transaction is not consummated, each Party  
shall bear its own expenses incurred in connection with the negotiation and     
consummation of the transactions contemplated by this Agreement.                

6.8 Recommendation of Directors; Voting of Shares. The Board of 
Directors of Company hereby agrees to recommend that the shareholders of Company
approve the Company Merger, provided, nothing herein shall require the Board of 
Directors of Company to take any action which, in the written legal opinion of  
Baker, Donelson, Bearman & Caldwell, a copy of which shall be promptly delivered
to Buyers, would constitute a breach of any fiduciary duties that are owed to   
the shareholders of Company under applicable law. Company agrees to vote all of 
the shares of Peoples owned by it in favor of the Bank Merger at the Peoples    
special shareholder's meeting called to consider and vote upon the Bank Merger. 

        6.9 Public Announcements. The Parties will consult with each other as to
the timing, form, and content of all public announcements regarding any aspect  
of this Agreement or the Mergers, provided that no Party hereto shall be        
prohibited from making any press release or other public statement which its    
legal counsel deems necessary.                                                  

       6.10 Further Assurance. If, at any time after the Effective Date of the
Mergers, Buyers shall consider or be advised that any deeds, bills of sale,     
assignments, assurances, or any other actions or things that are necessary or   
desirable to vest, perfect, or confirm, of record or otherwise, in Trustmark or 
Trustmark Bank its right, title, or interest in, to, or under any of the rights,
properties, or assets of Company and the Subsidiaries acquired or to be acquired
as a result of the Mergers or to otherwise carry out this Agreement, the        
officers and directors of Buyers shall, and will be authorized to, execute and  
deliver, in the name and on behalf of Company and the Subsidiaries all such     
deeds, bills of sale, assignments, and assurances and take and do, in the name  
of and on behalf of Company and the Subsidiaries, all such other actions and    
things as may be necessary or desirable to vest, perfect, or confirm any and all
right, title, and interest in, to, and under such rights, properties, or assets 
in Buyers or to otherwise carry out this Agreement.                             

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     6.11 Tax Representations. Prior to the Closing Date, Buyers, Company,
and each of the Subsidiaries shall execute and deliver to Brunini, Grantham,    
Grower and Hewes, PLLC such representations and warranties as are reasonably    
deemed necessary by Buyers' counsel for purposes of the tax opinion that will be
delivered pursuant to Section 10.4 hereof.                                      

   6.12 Indemnification. Following the Effective Date, Trustmark shall
indemnify, defend, and hold harmless the present and former directors and       
officers of Company and Peoples (each, an "Indemnified Party") against all costs
or expenses (including reasonable attorneys' fees), judgments, fines, losses,   
claims, damages, or liabilities (collectively, "Costs") as incurred, in         
connection with any claim, action, suit, proceeding, or arising out of actions  
or omissions occurring at or prior to the Effective Date in an amount not to    
exceed the maximum scope of coverage and limits of the existing directors and   
officers liability insurance policies written by the Fidelity & Deposit         
Insurance Company of Maryland.                                                  

      6.13 Bonus Plan. Each Subsidiary has an annual bonus plan which is not
accrued on the financial records for such Subsidiary. The Subsidiaries will be  
permitted to pay the normal and customary bonuses to their officers and         
employees for the 2000 calendar year in an amount not to exceed $382,000 for    
Peoples and $175,000 for Somerville. The Subsidiaries shall not pay any officer 
and employee bonuses for any portion of the 2001 calendar year.                 

       6.14 Affiliate Agreement. Trustmark and Company shall cooperate and use
their best efforts to identify those Persons who may be deemed to be Affiliates 
of Company. Company shall use its best efforts to cause each Person identified  
to deliver to Trustmark, not later than seven (7) days after the date of        
execution of this Agreement, a written agreement substantially in the form of   
Exhibit "C" attached hereto. Trustmark shall be entitled to place appropriate   
legends on the certificates evidencing shares of Trustmark Common Stock to be   
received pursuant to this Agreement by such Affiliates and to issue appropriate 
stop transfer instructions to the exchange agent for Trustmark Common Stock.    
Buyers agree that, prior to the Closing, the Estate of Paul Barret, Jr. shall be
entitled to transfer all or any number of shares of Company Common Stock owned  
by it to the Paul Barret, Jr. Charitable Trust without violating this Agreement 
or the Affiliate Agreement that will be executed by the Estate of Paul Barret,  
Jr.                                                                             

 6.15 Current Information. During the period from the date of this
Agreement to the Effective Date, Company and its Subsidiaries will cause one or 
more of its designated representatives to confer on a regular and frequent basis
with representatives of Trustmark and to report the general status of its       
ongoing operations. In addition, separate reporting on matters involving the    
loan portfolio will occur monthly and will include, but not be limited to, (i)  
all board reports, (ii) new and renewed loan reports, (iii) month-end           
delinquency/past due reports, (iv) month-end loan extensions, (v) to the extent 
possible, loan policy exceptions, loan documentation/collateral exceptions, and 
financial statement exceptions, (vi) watch list reports (all special mention,   
substandard, doubtful and loss loans), (vii) all written communications/officer 
memoranda concerning problem loan accounts greater than $100,000, (viii)        
notification and written details involving new loan products and/or loan        
programs, (ix) loan presentations/approval packages for new and/or renewed      
loans, lines of credit or commitments of $500,000 or more, (x) all loan review  
statistical/analysis reports and any loan review reports related to branches,   
(xi) reconciliation of allowance for loan and lease losses to include gross     
chargeoffs, recoveries and net chargeoffs, (xii) written explanation of any     
gross chargeoffs greater than $50,000, (xiii) written analysis of adequacy of   
allowance for loan and lease losses, and (xiv) such other information regarding 
specific loans, the loan portfolio and management of the loan portfolio as may  
be requested. Company and its Subsidiaries will promptly notify Trustmark of any
material change in the normal course of their business or in the operation of   
their properties.                                                               

        6.16 Termination. Provided Company enters into a written termination and
release agreement in a form acceptable to Buyers, then on or immediately prior  
to the Effective Date, Company shall terminate all Company Options by making a  
cash payment to each holder of Company Options in an amount equal to $1,961     
multiplied by the number of shares of Company Common Stock covered by each      
Company Option.                                                                 

7. COVENANTS OF SELLERS PENDING CLOSING.                        

       7.1 Shareholders' Meeting. As promptly as practical after the effective
date of the Registration Statement, the Company and Peoples shall cause to be   
convened a special meeting of their shareholders for the purpose of considering 
and voting on the Mergers. Such meetings shall be properly called and held in   
accordance with applicable law and the Charter, Articles of Incorporation, and  
Bylaws of the Company and Peoples. Company shall cooperate in preparing the     
Proxy Statement, and will                                                       

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promptly furnish all such data and information relating to it and its           
Subsidiaries as Trustmark may reasonably request for the purpose of including   
such data and information in the Proxy Statement.                               

        7.2 Access to Properties and Records. Throughout the period prior to the
Effective Date of the Mergers, Sellers will provide Buyers and their authorized 
representatives full access to perform due diligence reviews during normal      
business hours and under reasonable circumstances to any and all of its         
premises, properties, contracts, commitments, books, records, documents of title
and other information and will cause its officers to furnish any and all        
financial, technical, and operating data and other information pertaining to its
businesses as Buyers shall from time to time reasonably request. No             
investigation by Buyers shall affect the representations and warranties of      
Sellers.                                                                        

  7.3 Solicitation of Further Offers. From the date hereof until the
termination of this Agreement, except as required by fiduciary obligations,     
Sellers and their Boards of Directors will not, directly or indirectly, take any
action to solicit, initiate, or encourage the making of any Acquisition Proposal
(as hereinafter defined); nor will they enter into any negotiations concerning, 
furnish any non-public information relating to Sellers in connection with, or   
agree to any Acquisition Proposal. The term "Acquisition Proposal" as used      
herein means any offer or proposal for, or any indication of interest in, a     
merger or other business combination involving Sellers or the acquisition of a  
majority of the outstanding shares of stock or assets of Company, Peoples or    
Somerville, other than the transactions contemplated by this Agreement. Sellers 
shall notify Buyers within twenty-four (24) hours of the receipt of any         
Acquisition Proposal received during the term of this Agreement.                

      7.4 Other Affirmative Covenants. Company covenants with Buyers that at
all times prior to the Closing Date, Company will and will cause Peoples and    
Somerville to:                                                                  

          (a) Operate its business in substantially the manner in which such
business is now being operated and use its best efforts to maintain the goodwill
of its customers, employees and suppliers;                                      

         (b) Use its reasonable best efforts to retain the services of its
officers and employees;                                                         

     (c) Maintain its properties in good repair and working order,
reasonable wear and tear excepted;                                              

    (d) Duly and timely file all reports, tax returns, and other
documents required to be filed with federal, state, and local tax and regulatory
authorities;                                                                    

           (e) Unless contesting same in good faith by appropriate proceedings
and having established reasonable reserves therefor, pay, when required to be   
paid, all taxes indicated by tax returns as filed or otherwise levied or        
assessed upon them or any of their properties, and to withhold or collect and   
pay to the proper governmental authorities or hold in separate bank accounts for
such payments all taxes and other assessments any of them is required by law to 
withhold or collect;                                                            

         (f) Promptly notify Buyers of any unusual or material problems or
developments with respect to the business, financial conditions, operations,    
prospects or assets of Company, Peoples, and Somerville; and                    

         (g) Use its best efforts to cooperate with Buyers and bring about
the transactions contemplated by this Agreement and act and deal with Buyers in 
good faith as to this Agreement and all matters arising from or related to it.  

        7.5 Negative Covenants of Seller. From the date hereof until the Closing
Date, without the prior written consent of Trustmark, Company, Peoples, and     
Somerville will not:                                                            

          (a) Incur any material obligation except in the ordinary course of
business; provided, however, Company, Peoples and Somerville agree to notify and
consult with Buyers before: (i) incurring any expense or obligation above       
Twenty-Five Thousand Dollars ($25,000); (ii) incurring any capital expenditures 
for such entity over Twenty-Five Thousand Dollars ($25,000) in the aggregate; or
(iii) making any new loan or renewing any existing loan in excess of Five       
Hundred Thousand Dollars ($500,000.00);                                         

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            (b) Increase the compensation of any director and, except for normal
and customary increases as a result of regular salary reviews for officers and  
employees that are consistent with past practices and which do not exceed 3.5%  
in the aggregate, increase the compensation of any officer or employee, or enter
into or amend any contract of employment or enter into or amend any insurance,  
profit-sharing, pension, severance pay, bonus, incentive, deferred compensation,
or retirement plan or arrangement;                                              

(c) Amend its Charter or Articles of Incorporation;     

      (d) Sell, transfer, or convey any of its investment securities
outside the ordinary course of business;                                        

         (e) Sell, assign, or transfer any of its assets other than in the
ordinary course of business;                                                    

            (f) Mortgage, pledge, or subject to any lien, charge, or encumbrance
any of its assets, except in the ordinary course of business;                   

  (g) Intentionally waive any material right, contractual or
otherwise, or cancel or release any material debts or claims whether or not in  
the ordinary course of business;                                                

           (h) Declare or pay any dividend or make any other distribution with
respect to its stock, except as otherwise permitted by Section 6.1 and except   
for dividends from Peoples and Somerville to Company to enable Company to pay   
the expenses related to the transactions contemplated hereby;                   

           (i) Make, extend, or renew any loan or other extension of credit to
any of its officers, directors, or employees, other than loans made on          
substantially the same terms as those prevailing at the time for comparable     
transactions with other persons and that do not involve more than the normal    
risk of collectability or present other unfavorable features;                   

           (j) Issue or sell any of its capital stock, or any debt securities,
authorize a stock split or dividend, or otherwise affect its capital structure  
except as otherwise permitted by Sections 6.1 and 6.16;                         

       (k) Maintain a level of Company consolidated capital (including
goodwill) of not less than $85.9 million;                                       

            (l) Enter into, extend or renew any lease for office or other space;

         (m) Fail to comply with any representation, warranty, or covenant
contained herein; and                                                           

        (n) Enter into any agreement to do any of the foregoing matters.

8. COVENANTS OF BUYERS PENDING CLOSING.                         

       8.1 Shareholder Action. As promptly as practical after the execution of
this Agreement, Trustmark shall cause the Bank Merger to be approved by         
Trustmark as the sole shareholder of Trustmark Bank.                            

      8.2 Application to Regulatory Authorities. Trustmark shall prepare, as
promptly as practicable, all regulatory applications and filings which are      
required to be made with respect to the Mergers and provide copies thereof to   
Company and its counsel.                                                        

   8.3 Affirmative Covenants. Buyers covenant with Sellers that at all
times prior to the Closing Date, Buyers will and will cause Trustmark and       
Trustmark Bank to:                                                              

         (a) Operate their businesses in substantially the manner in which
such businesses are now being operated and use their best efforts to maintain   
the goodwill of the depositors, customers, and suppliers of Trustmark and       
Trustmark Bank;                                                                 

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    (b) Duly and timely file all reports, tax returns, and other
documents required to be filed with federal, state, and local tax and regulatory
authorities;                                                                    

           (c) Unless contesting same in good faith by appropriate proceedings
and having established reasonable reserves therefor, pay, when required to be   
paid, all taxes indicated by tax returns as filed or otherwise levied or        
assessed upon them or any of their properties and to withhold or collect and pay
to the proper governmental authorities or hold in separate bank accounts for    
such payments all taxes and other assessments either of them is required by law 
to withhold or collect;                                                         

  (d) Use their best efforts to bring about the transactions
contemplated by this Agreement and act and deal with Company in good faith as to
this Agreement and all matters arising from or related to it; and               

        (e) Notify Sellers of any material problems or developments with
respect to the business, financial conditions, operations, or assets of         
Trustmark or Trustmark Bank.                                                    

9. CONDITIONS PRECEDENT TO BUYERS' OBLIGATION TO CLOSE.         

       Buyers' obligations to consummate the transactions contemplated by this
Agreement are subject to each of the following conditions precedent, any of     
which may be waived by Buyers in writing.                                       

 9.1 Warranties and Representations at Closing. All warranties and
representations contained in this Agreement by or concerning Sellers shall be   
true and correct on the Closing Date in all material respects.                  

    9.2 Governmental Authority Approval. The consummation of the Mergers
shall have been approved by all governmental and regulatory agencies or         
authorities whose approval is required, such approvals shall be in full force   
and effect and no longer subject to judicial or administrative review, and all  
waiting periods required by law shall have expired.                             

     9.3 Corporate Approval. The Mergers shall have been authorized by the
Board of Directors and shareholders of Company and Peoples, in accordance with  
the provisions of applicable law and the Charter, Articles of Incorporation, and
Bylaws of each, and Sellers shall have furnished Buyers with certified copies of
resolutions duly adopted by the Board of Directors and shareholders,            
respectively, of Company and Peoples, approving this Agreement and authorizing  
the Mergers.                                                                    

9.4 Compliance with Undertakings. Each of the acts, covenants,  
agreements, and undertakings of Sellers to be performed or caused to be complied
with on or before the Closing Date pursuant to the terms hereof shall have been 
duly performed and caused to be complied with in all material respects.         

 9.5 No Material Adverse Change. There shall have been no material
adverse change in the financial condition, tangible properties, or prospects of 
Sellers since December 31, 1999, other than as a result of the transactions     
contemplated hereby.                                                            

       9.6 Federal Income Taxation. Buyers shall be satisfied that the Mergers
will qualify as tax-free reorganizations pursuant to Section 368 of the Code.   

     9.7 Opinion of Counsel. Sellers shall cause to be delivered to Buyers
the legal opinion of Baker, Donelson, Bearman & Caldwell to the effect that:    

        (a) Company is a duly organized, validly existing corporation in
good standing under the laws of the State of Tennessee. The 10,525.982541 issued
and outstanding shares of Company Common Stock, together with the 125 Company   
Options exercised into shares of Company Common Stock for a total of            
10,650.982541, are duly authorized, validly issued, fully paid, and             
nonassessable. Such stock represents all of the issued and outstanding equity   
securities of Company.                                                          

           (b) Peoples is a duly organized, validly existing Tennessee banking
corporation in good standing under the laws of the State of Tennessee. The      
9,289.02 issued and outstanding shares of Peoples Common Stock are duly         
authorized, validly issued, fully paid, and nonassessable. Such stock represents
all of the issued and outstanding equity securities of Peoples.                 

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      (c) Somerville is a duly organized, validly existing Tennessee
banking corporation in good standing under the laws of the State of Tennessee.  
The 5,200 issued and outstanding shares of Somerville Common Stock are duly     
authorized, validly issued, fully paid, and nonassessable. Such stock represents
all of the issued and outstanding equity securities of Somerville.              

     (d) This Agreement is valid, binding, and enforceable against
Sellers in accordance with its terms, subject to applicable bankruptcy,         
insolvency, moratorium, reorganization, or other laws of general application    
relating to or affecting the enforcement of creditors' rights generally.        

            (e) The Mergers have been duly authorized by all requisite corporate
and shareholder action of Company and Peoples.                                  

       (f) To the best of such counsel's knowledge, following diligent
inquiry, but without independent verification of facts presented or represented 
by Sellers to such counsel and with the ability to rely upon certificates of    
officers and other legal opinions, Sellers have not made any material           
misrepresentations, breached any material warranties, or breached any material  
covenant or condition in this Agreement or in any document, statement, list, or 
schedule referred to herein.                                                    

          (g) Except as disclosed in the Agreement or the Company Disclosure
Schedule, no notices, reports or other filings are required to be made by       
Sellers with, nor are any consents, registrations, approvals, permits or        
authorizations required to be obtained by Sellers from, any governmental agency 
or any third party, in connection with the Company's execution, delivery and    
performance of its obligations under the Agreement and the consummation by the  
Company of the Mergers.                                                         

          (h) Except as disclosed in the Agreement or the Company Disclosure
Schedule, to the best of our knowledge, there are no civil, criminal or         
administrative actions, suits, claims, hearings, investigations or proceedings  
(formal or informal), pending or threatened, (i) against any of Sellers, or any 
of their respective directors or officers, (ii) which seek to enjoin or obtain  
damages in respect of the consummation of the transactions contemplated by the  
Agreement, or (iii) against any of Sellers under the articles of incorporation  
or bylaws of any of Sellers' Subsidiaries.                                      

      9.8 Consents to Assignments. On the Closing Date, appropriate consents
shall have been obtained for each of the Contracts that require consents to     
avoid the Mergers causing a breach thereof.                                     

9.9 Affiliate Agreement. Trustmark shall have received from each
Affiliate a written confirmation dated not earlier than five (5) business days  
prior to the Closing Date to the effect that each representation made in such   
person's Affiliate Agreement is true and correct as of the date of such         
confirmation and that such person has complied with all of his or her covenants 
therein through the date of such confirmation.                                  

        9.10 Closing Certificate. On the Closing Date, the Chairman of the Board
and Chief Executive Officer of each Seller shall execute and deliver a closing  
certificate to the effect that all representations and warranties by or         
concerning such Sellers are true and correct in all material respects as of the 
Closing Date, and that all other conditions precedent to Buyers' obligation to  
Close have been performed and complied with in all material respects.           

10. CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE.       

        Sellers' obligations to consummate the transactions contemplated by this
Agreement are subject to each of the following conditions precedent, any of     
which may be waived by Sellers in writing.                                      

  10.1 Warranties and Representations at Closing. All warranties and
representations contained in this Agreement by or concerning Buyers shall be    
materially true and correct on the Closing Date.                                

     10.2 Governmental Authority Approval. The consummation of the Mergers
shall have been approved by all governmental and regulatory agencies or         
authorities whose approval is required, such approvals shall be in full force   
and effect and no longer subject to judicial or administrative review, and all  
waiting periods required by law shall have expired.                             

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      10.3 Corporate Approval. The Mergers shall have been authorized by the
Board of Directors of Trustmark and the Board of Directors and shareholder of   
Trustmark Bank, in accordance with the provisions of applicable law and the     
Charter, Articles of Incorporation, and Bylaws of Trustmark and Trustmark Bank. 

    10.4 Federal Income Taxation. Sellers shall have received an opinion
from Brunini, Grantham, Grower and Hewes, PLLC that the Mergers will qualify as 
a tax-free reorganization pursuant to section 368 of the Code, and that for     
federal income tax purposes: (i) no gain or loss will be recognized by Sellers  
or Buyers as a result of the Mergers; (ii) no gain or loss will be recognized by
Sellers' shareholders who exchange Company Common Stock and Peoples Common Stock
for Trustmark Common Stock and Trustmark Bank Common Stock, respectively; and   
(iii) the aggregate tax basis of the Trustmark Common Stock and Trustmark Bank  
Common Stock received by the Sellers' shareholders will be the same as the      
aggregate tax basis of the Company Common Stock and Peoples Common Stock        
surrendered in exchange.                                                        

10.5 Compliance with Undertakings. Each of the acts, covenants, 
agreements, and undertakings of Buyers to be performed or caused to be complied 
with on or before the Closing Date pursuant to the terms hereof shall have been 
duly performed and caused to be complied with in all material respects.         

  10.6 No Material Adverse Change. There shall have been no material
adverse change in the financial condition of Trustmark or Trustmark Bank since  
December 31, 1999, other than as a result of the transactions contemplated      
hereby.                                                                         

      10.7 Opinion of Counsel. Buyers shall cause to be delivered to Sellers
the legal opinion of Brunini, Grantham, Grower & Hewes, PLLC to the effect that:

           (a) Trustmark Bank is duly organized, validly existing, and in good
standing as a national banking association.                                     

          (b) Trustmark is a duly organized, validly existing corporation in
good standing under the laws of the State of Mississippi. The outstanding shares
of Trustmark Common Stock are, and the shares of Trustmark Common Stock to be   
issued as a result of the Mergers, upon execution and delivery, will be, in each
case duly authorized, validly issued, fully paid, and nonassessable. The shares 
of Trustmark Common Stock are validly registered under the Securities Act of    
1933.                                                                           

            (c) This Agreement is valid, binding, and enforceable against Buyers
in accordance with its terms, subject to applicable bankruptcy, insolvency,     
moratorium, reorganization, or other laws of general application relating to or 
affecting the enforcement of creditors' rights generally.                       

            (d) The Mergers have been duly authorized by all requisite corporate
and shareholder action of Trustmark and Trustmark Bank.                         

       (e) To the best of such counsel's knowledge, following diligent
inquiry, but without independent verification of facts certified by appropriate 
officials of Trustmark and/or Trustmark Bank and relied upon by such counsel,   
Buyers have not made any material misrepresentation, materially breached any    
warranty, or materially breached any covenant or condition in this Agreement or 
in any document, statement, list, or schedule referred to herein.               

  10.8 Closing Certificate. On the Closing Date, the Chief Executive
Officer of Trustmark and Trustmark Bank shall execute and deliver a closing     
certificate to the effect that all representations and warranties by or         
concerning Trustmark and Trustmark Bank are true and correct in all material    
respects as of the Closing Date and that all other conditions precedent to      
Sellers' obligation to Close have been performed and complied with in all       
material respects.                                                              

11. CLOSING.                                                    

       11.1 Mergers. The Closing of the Mergers will take place at the offices
of Baker, Donelson, Bearman & Caldwell in Memphis, Tennessee on a date selected 
by Trustmark within thirty (30) days after all conditions to Closing have been  
satisfied or waived (the "Closing Date"). At the Closing, the certificates,     
letters and opinions required by Articles 9 and 10 hereof shall be              

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delivered and the appropriate officers of Company, the Subsidiaries, Trustmark  
and Trustmark Bank shall execute, deliver, acknowledge, and file such documents,
instruments, and certificates required by this Agreement or otherwise necessary 
to accomplish the Mergers.                                                      

12. TERMINATION.                                                

 This Agreement may be terminated and the Mergers may be abandoned
without liability on the part of Sellers or Buyers, as follows:                 

            (a) By the mutual consents of the Boards of Directors of Company and
Trustmark;                                                                      

            (b) By Buyers if a state or federal governmental agency or authority
shall at any time disapprove the transactions contemplated by this Agreement, or
shall have instituted and not dismissed court proceedings to restrain or        
prohibit such transactions and such court proceedings have not been resolved    
prior to September 28, 2001.                                                    

          (c) By any Party if the Closing Date shall not have occurred on or
prior to September 28, 2001, without the fault of such Party;                   

            (d) By any Party, if the shareholders of the Company fail to approve
the Company Merger at the special meeting of shareholders called for such       
purposes (including any adjournment or postponement thereof);                   

  (e) At any time prior to the Effective Date, by Company or
Trustmark, if its Board of Directors so determines by vote of a majority of the 
members of its entire Board, in the event of either: (1) a breach by the other  
party of any representation or warranty contained herein, which breach cannot be
or has not been cured within 30 calendar days after the giving of written notice
to the breaching party of such breach, or (2) a breach by the other party of any
of the covenants or agreements contained herein, which breach cannot be or has  
not been cured within 30 calendar days after the giving of written notice to the
breaching party of such breach, provided that any such breach under clause (1)  
or (2) would entitle the non-breaching party not to consummate the Merger under 
Article 9 or 10 hereof.                                                         

13. MISCELLANEOUS.                                              

       13.1 Survival. No representations, warranties, agreements and covenants
contained in this Agreement and shall survive the Effective Date (other than    
Sections 6.5, 6.6, and 6.12) which shall survive the Effective Date).           

    13.2 Applicable Law. This Agreement shall be construed in accordance
with the laws of the State of Mississippi, except to the extent that federal law
is applicable.                                                                  

13.3 Notices and Communications. Any and all notices or other   
communications required or permitted under this Agreement shall be in writing   
and shall be deemed given when delivered in person or telecopied (with          
confirmation) or upon receipt when delivered by an overnight courier delivery   
service that maintains proof of delivery, or three (3) days after being mailed  
by United States Certified Mail, Return Receipt Requested, postage prepaid and  
addressed:                                                                      

To Company:              Mr. John P. Douglas, Jr.               
      Barret Bancorp, Inc.
  9105 Barret Road
              Barretville, Tennessee 38053
           Facsimile: (901) 829-3173

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with a copy to:          Lewis R. Donelson                      
                     Baker, Donelson, Bearman & Caldwell
                165 Madison Avenue, Suite 2000
          Memphis, Tennessee 38103
           Facsimile: (901) 577-2285

To Trustmark:            Mr. Richard G. Hickson                 
       Trustmark Corporation
                    248 East Capitol Street, Suite 201
   Jackson, MS 39201
           Facsimile: (601) 949-6344

with a copy to:          Granville Tate, Jr.                    
                         Brunini, Grantham, Grower & Hewes, PLLC
                     248 East Capitol Street, Suite 1400
   Jackson, MS 39201
           Facsimile: (601) 960-6902

       Any Party may change the address to which notice or other communication
to him or it is sent by delivery of written notice of the change to the other   
Parties to this Agreement.                                                      

      13.4 Headings and Exhibits. Any section headings in this Agreement are
for convenience of reference only and shall not be deemed to alter or affect any
provisions hereof. All documents, statements, lists, and schedules referred to  
herein shall be initialed for identification or may be physically annexed       
hereto, but in either event such documents, statements, lists, and schedules    
shall be deemed a part hereof.                                                  

     13.5 Benefit. This Agreement shall be binding upon and shall inure to
the exclusive benefit of the Parties hereto, their heirs, successors, or        
assigns. This Agreement is not intended to nor shall it create any rights in any
other party.                                                                    

  13.6 Partial Invalidity. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions    
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provisions were omitted.                                       

       13.7 Waiver. Neither the failure nor any delay on the part of any Party
hereto in exercising any right, power, or remedy hereunder shall operate as a   
waiver thereof, or of any other right, power, or remedy nor shall any single or 
partial exercise of any right, power, or remedy preclude any further or other   
exercise thereof or the exercise of any other right, power, or remedy.          

13.8 Counterparts. This Agreement may be executed in two or more
counterparts each of which shall be deemed an original and all of which together
shall constitute but one and the same instrument.                               

     13.9 Interpretation. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular, or plural as the  
identity of the person or entity or the context may require. Further, it is     
acknowledged by the Parties that this Agreement has been drafted and negotiated 
by both Parties hereto and, therefore, no presumptions shall arise favoring     
either Party by virtue of the authorship of any of its provisions.              

    13.10 Time of the Essence. With respect to any act called for by any
Party to this Agreement, including regulatory authority approvals and           
registration of the shares of Trustmark Common Stock with appropriate state and 
federal agencies, time is of the essence.                                       

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     13.11 Entire Agreement. This Agreement and the documents, statements,
lists, and schedules referred to herein constitute the entire Agreement between 
the Parties hereto, and it is understood and agreed that all undertakings,      
negotiations, and agreements heretofore had between the Parties are merged      
herein and therein. This Agreement may not be modified orally, but only by an   
agreement in writing signed by the Parties hereto.                              

      WITNESS the signatures of the undersigned Parties as of the date first
above written                                                                   

   TRUSTMARK CORPORATION

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

(SEAL)                                                                          

     TRUSTMARK NATIONAL BANK

        By: /s/ Richard G. Hickson
                                  ----------------------------------------------
                                     Richard G. Hickson, Chief Executive Officer

(SEAL)                                                                          

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  BARRET BANCORP, INC.

(NO SEAL)                      By: /s/ John P. Douglas, Jr.                     
                                  ----------------------------------------------
                               John P. Douglas, Jr., Chairman of the Board

PEOPLES BANK      

(NO SEAL)                      By: /s/ Charles M. Ennis                         
                                  ----------------------------------------------
               Charles M. Ennis, President

             SOMERVILLE BANK & TRUST COMPANY

(NO SEAL)                      By: /s/ James H. Shelton                         
                                  ----------------------------------------------
               James H. Shelton, President

     The Estate of Paul Barret, Jr. joins in the execution of this Agreement for
the sole purpose of indicating its agreement with the terms and provisions of   
Section 3.2 hereof.                                                             

            THE ESTATE OF PAUL BARRET, JR.

          By: /s/ John P. Douglas, Jr.
                                  ----------------------------------------------
                     John P. Douglas, Jr., Co-Executor

       By: /s/ Graves C. Leggett
                                  ----------------------------------------------
                  Graves C. Leggett, Co-Executor

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 ANNEX B

Sections 48-23-101 through 48-23-302 of the Tennessee Business Corporation Act

SECTION 48-23-101. DEFINITIONS                                  

As used in this chapter, unless the context otherwise requires: 

       (1) "Beneficial shareholder" means the person who is a beneficial owner
of shares held by a nominee as the record shareholder;                          

    (2) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action, or the surviving or acquiring corporation by merger
or share exchange of that issuer;                                               

   (3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under Section 48-23-102 and who exercises that right when and  
in the manner required by part 2 of this chapter;                               

       (4) "Fair value", with respect to a dissenter's shares, means the value
of the shares immediately before the effectuation of the corporate action to    
which the dissenter objects, excluding any appreciation or depreciation in      
anticipation of the corporate action;                                           

      (5) "Interest" means interest from the effective date of the corporate
action that gave rise to the shareholder's right to dissent until the date of   
payment, at the average auction rate paid on United States treasury bills with a
maturity of six (6) months (or the closest maturity thereto) as of the auction  
date for such treasury bills closest to such effective date;                    

  (6) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares to 
the extent of the rights granted by a nominee certificate on file with a        
corporation; and                                                                

(7) "Shareholder" means the record shareholder or the beneficial
shareholder.                                                                    

SECTION 48-23-102. SHAREHOLDERS RIGHTS                          

        (a) A shareholder is entitled to dissent from, and obtain payment of the
fair value of the shareholder's shares in the event of, any of the following    
corporate actions:                                                              

  (1) Consummation of a plan of merger to which the corporation is a
party:                                                                          

 (A) If shareholder approval is required for the merger by Section
48-21-103 or the charter and the shareholder is entitled to vote on the merger; 
or                                                                              

     (B) If the corporation is a subsidiary that is merged with its parent
under Section 48-21-104;                                                        

        (2) Consummation of a plan of share exchange to which the corporation is
a party as the corporation whose shares will be acquired, if the shareholder is 
entitled to vote on the plan;                                                   

       (3) Consummation of a sale or exchange of all, or substantially all, of
the property of the corporation other than in the usual and regular course of   
business, if the shareholder is entitled to vote on the sale or exchange,       
including a sale in dissolution, but not including a sale pursuant to court     
order or a sale for cash pursuant to a plan by which all or substantially all of
the net proceeds of the sale will be distributed to the shareholders within one 
(1) year after the date of sale;                                                

     (4) An amendment of the charter that materially and adversely affects
rights in respect of a dissenter's shares because it:                           

(A) Alters or abolishes a preferential right of the shares;     

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   (B) Creates, alters, or abolishes a right in respect of redemption,
including a provision respecting a sinking fund for the redemption or           
repurchase, of the shares;                                                      

      (C) Alters or abolishes a preemptive right of the holder of the shares
to acquire shares or other securities;                                          

        (D) Excludes or limits the right of the shares to vote on any matter, or
to cumulate votes, other than a limitation by dilution through issuance of      
shares or other securities with similar voting rights; or                       

       (E) Reduces the number of shares owned by the shareholder to a fraction
of a share, if the fractional share is to be acquired for cash under Section    
48-16-104; or                                                                   

    (5) Any corporate action taken pursuant to a shareholder vote to the
extent the charter, bylaws, or a resolution of the board of directors provides  
that voting or nonvoting shareholders are entitled to dissent and obtain payment
for their shares.                                                               

(b) A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this chapter may not challenge the corporate action  
creating the shareholder's entitlement unless the action is unlawful or         
fraudulent with respect to the shareholder or the corporation.                  

        (c) Notwithstanding the provisions of subsection (a), no shareholder may
dissent as to any shares of a security which, as of the date of the effectuation
of the transaction which would otherwise give rise to dissenters' rights, is    
listed on an exchange registered under Section 6 of the Securities Exchange Act 
of 1934, as amended, or is a "national market system security," as defined in   
rules promulgated pursuant to the Securities Exchange Act of 1934, as amended.  

SECTION 48-23-103. PARTIAL DISSENTERS; BENEFICIAL OWNERS        

       (a) A record shareholder may assert dissenters' rights as to fewer than
all the shares registered in the record shareholder's name only if the record   
shareholder dissents with respect to all shares beneficially owned by any one   
(1) person and notifies the corporation in writing of the name and address of   
each person on whose behalf the record shareholder asserts dissenters' rights.  
The rights of a partial dissenter under this subsection are determined as if the
shares as to which the partial dissenter dissents and the partial dissenter's   
other shares were registered in the names of different shareholders.            

       (b) A beneficial shareholder may assert dissenters' rights as to shares
of any one                                                                      

       (1) or more classes held on the beneficial shareholder's behalf only if
the beneficial shareholder: (1) Submits to the corporation the record           
shareholder's written consent to the dissent not later than the time the        
beneficial shareholder asserts dissenters' rights; and                          

     (2) Does so with respect to all shares of the same class of which the
person is the beneficial shareholder or over which the person has power to      
direct the vote.                                                                

SECTION 48-23-201. NOTICE OF SHAREHOLDERS RIGHT TO DISSENT      

  (a) If proposed corporate action creating dissenters' rights under
Section 48-23-102 is submitted to a vote at a shareholders' meeting, the meeting
notice must state that shareholders are or may be entitled to assert dissenters'
rights under this chapter and be accompanied by a copy of this chapter.         

 (b) If corporate action creating dissenters' rights under Section
48-23-102 is taken without a vote of shareholders, the corporation shall notify 
in writing all shareholders entitled to assert dissenters' rights that the      
action was taken and send them the dissenters' notice described in Section      
48-23-203.                                                                      

        (c) A corporation's failure to give notice pursuant to this section will
not invalidate the corporate action.                                            

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SECTION 48-23-202. DISSENTING SHAREHOLDERS DUTIES               

  (a) If proposed corporate action creating dissenters' rights under
Section 48-23-102 is submitted to a vote at a shareholders' meeting, a          
shareholder who wishes to assert dissenters' rights must:                       

        (1) Deliver to the corporation, before the vote is taken, written notice
of the shareholder's intent to demand payment for the shareholder's shares if   
the proposed action is effectuated; and                                         

      (2) Not vote the shareholder's shares in favor of the proposed action.
No such written notice of intent to demand payment is required of any           
shareholder to whom the corporation failed to provide the notice required by    
Section 48-23-201.                                                              

     (b) A shareholder who does not satisfy the requirements of subsection
(a) is not entitled to payment for the shareholder's shares under this chapter. 

SECTION 48-23-203. DISSENTERS' NOTICE                           

  (a) If proposed corporate action creating dissenters' rights under
Section 48-23-102 is authorized at a shareholders' meeting, the corporation     
shall deliver a written dissenters' notice to all shareholders who satisfied the
requirements of Section 48-23-202.                                              

   (b) The dissenters' notice must be sent no later than ten (10) days
after the corporate action was authorized by the shareholders or effectuated,   
whichever is the first to occur, and must:                                      

  (1) State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;                         

      (2) Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received;             

     (3) Supply a form for demanding payment that includes the date of the
first announcement to news media or to shareholders of the principal terms of   
the proposed corporate action and requires that the person asserting dissenters'
rights certify whether or not the person asserting dissenters' rights acquired  
beneficial ownership of the shares before that date;                            

        (4) Set a date by which the corporation must receive the payment demand,
which date may not be fewer than one (1) nor more than two (2) months after the 
date the subsection (a) notice is delivered; and                                

       (5) Be accompanied by a copy of this chapter if the corporation has not
previously sent a copy of this chapter to the shareholder pursuant to Section   
48-23-201.                                                                      

     SECTION 48-23-204. SHAREHOLDER DEMANDING PAYMENT AND DEPOSITING SHARE
CERTIFICATES                                                                    

(a) A shareholder sent a dissenters' notice described in Section
48-23-203 must demand payment, certify whether the shareholder acquired         
beneficial ownership of the shares before the date required to be set forth in  
the dissenters' notice pursuant to Section 48-23-203(b)(3), and deposit the     
shareholder's certificates in accordance with the terms of the notice.          

      (b) The shareholder who demands payment and deposits the shareholder's
share certificates under subsection (a) retains all other rights of a           
shareholder until these rights are cancelled or modified by the effectuation of 
the proposed corporate action.                                                  

(c) A shareholder who does not demand payment or deposit the    
shareholder's share certificates where required, each by the date set in the    
dissenters' notice, is not entitled to payment for the shareholder's shares     
under this chapter.                                                             

    (d) A demand for payment filed by a shareholder may not be withdrawn
unless the corporation with which it was filed, or the surviving corporation,   
consents thereto.                                                               

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SECTION 48-23-205. RESTRICTING TRANSFER OF UNCERTIFICATED SHARES

      (a) The corporation may restrict the transfer of uncertificated shares
from the date the demand for their payment is received until the proposed       
corporate action is effectuated or the restrictions released under Section      
48-23-207.                                                                      

(b) The person for whom dissenters' rights are asserted as to   
uncertificated shares retains all other rights of a shareholder until these     
rights are cancelled or modified by the effectuation of the proposed corporate  
action.                                                                         

SECTION 48-23-206. PAYMENTS TO DISSENTERS                       

    (a) Except as provided in Section 48-23-208, as soon as the proposed
corporate action is effectuated, or upon receipt of a payment demand, whichever 
is later, the corporation shall pay each dissenter who complied with Section    
48-23-204 the amount the corporation estimates to be the fair value of each     
dissenter's shares, plus accrued interest.                                      

(b) The payment must be accompanied by:                         

  (1) The corporation's balance sheet as of the end of a fiscal year
ending not more than sixteen (16) months before the date of payment, an income  
statement for that year, a statement of changes in shareholders' equity for that
year, and the latest available interim financial statements, if any;            

      (2) A statement of the corporation's estimate of the fair value of the
shares;                                                                         

(3) An explanation of how the interest was calculated;          

        (4) A statement of the dissenter's right to demand payment under Section
48-23-209; and                                                                  

       (5) A copy of this chapter if the corporation has not previously sent a
copy of this chapter to the shareholder pursuant to Section 48-23-201 or Section
48-23-203.                                                                      

     SECTION 48-23-207. CORPORATIONS FAILURE TO EFFECTUATE PROPOSED ACTION

        (a) If the corporation does not effectuate the proposed action that gave
rise to the dissenters' rights within two (2) months after the date set for     
demanding payment and depositing share certificates, the corporation shall      
return the deposited certificates and release the transfer restrictions imposed 
on uncertificated shares.                                                       

     (b) If, after returning deposited certificates and releasing transfer
restrictions, the corporation effectuates the proposed action, it must send a   
new dissenters' notice under Section 48-23-203 and repeat the payment demand    
procedure.                                                                      

SECTION 48-23-208. AFTER-ACQUIRED SHARES; WITHHOLDING PAYMENT   

   (a) A corporation may elect to withhold payment required by Section
48-23-206 from a dissenter unless the dissenter was the beneficial owner of the 
shares before the date set forth in the dissenters' notice as the date of the   
first announcement to news media or to shareholders of the principal terms of   
the proposed corporate action.                                                  

  (b) To the extent the corporation elects to withhold payment under
subsection (a), after effectuating the proposed corporate action, it shall      
estimate the fair value of the shares, plus accrued interest, and shall pay this
amount to each dissenter who agrees to accept it in full satisfaction of the    
dissenter's demand. The corporation shall send with its offer a statement of its
estimate of the fair value of the shares, an explanation of how the interest was
calculated, and a statement of the dissenter's right to demand payment under    
Section 48-23-209.                                                              

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 SECTION 48-23-209. DISAGREEMENT BETWEEN DISSENTER AND CORPORATION
REGARDING FAIR VALUE                                                            

        (a) A dissenter may notify the corporation in writing of the dissenter's
own estimate of the fair value of the dissenter's shares and amount of interest 
due, and demand payment of the dissenter's estimate (less any payment under     
Section 48-23-206), or reject the corporation's offer under Section 48-23-208   
and demand payment of the fair value of the dissenter's shares and interest due,
if:                                                                             

       (1) The dissenter believes that the amount paid under Section 48-23-206
or offered under Section 48-23-208 is less than the fair value of the           
dissenter's shares or that the interest due is incorrectly calculated;          

        (2) The corporation fails to make payment under Section 48-23-206 within
two (2) months after the date set for demanding payment; or                     

     (3) The corporation, having failed to effectuate the proposed action,
does not return the deposited certificates or release the transfer restrictions 
imposed on uncertificated shares within two (2) months after the date set for   
demanding payment.                                                              

    (b) A dissenter waives the dissenter's right to demand payment under
this section unless the dissenter notifies the corporation of the dissenter's   
demand in writing under subsection (a) within one (1) month after the           
corporation made or offered payment for the dissenter's shares.                 

     SECTION 48-23-301. COMMENCEMENT OF PROCEEDING; PARTIES; JURISDICTION;
JUDGMENT                                                                        

      (a) If a demand for payment under Section 48-23-209 remains unsettled,
the corporation shall commence a proceeding within two (2) months after         
receiving the payment demand and petition the court to determine the fair value 
of the shares and accrued interest. If the corporation does not commence the    
proceeding within the two-month period, it shall pay each dissenter whose demand
remains unsettled the amount demanded.                                          

      (b) The corporation shall commence the proceeding in a court of record
having equity jurisdiction in the county where the corporation's principal      
office (or, if none in this state, its registered office) is located. If the    
corporation is a foreign corporation without a registered office in this state, 
it shall commence the proceeding in the county in this state where the          
registered office of the domestic corporation merged with or whose shares were  
acquired by the foreign corporation was located.                                

       (c) The corporation shall make all dissenters (whether or not residents
of this state) whose demands remain unsettled, parties to the proceeding as in  
an action against their shares and all parties must be served with a copy of the
petition. Nonresidents may be served by registered or certified mail or by      
publication as provided by law.                                                 

      (d) The jurisdiction of the court in which the proceeding is commenced
under subsection (b) is plenary and exclusive. The court may appoint one (1) or 
more persons as appraisers to receive evidence and recommend decision on the    
question of fair value. The appraisers have the powers described in the order   
appointing them, or in any amendment to it. The dissenters are entitled to the  
same discovery rights as parties in other civil proceedings.                    

(e) Each dissenter made a party to the proceeding is entitled to
judgment:                                                                       

      (1) For the amount, if any, by which the court finds the fair value of
the dissenter's shares, plus accrued interest, exceeds the amount paid by the   
corporation; or                                                                 

 (2) For the fair value, plus accrued interest, of the dissenter's
after-acquired shares for which the corporation elected to withhold payment     
under Section 48-23-208.                                                        

SECTION 48-23-302. COSTS AND ATTORNEY FEES                      

(a) The court in an appraisal proceeding commenced under Section
48-23-301 shall determine all costs of the proceeding, including the reasonable 
compensation and expenses of appraisers appointed by the court. The court shall 
assess the costs against the corporation, except that the court may assess costs
against all or some of the dissenters, in amounts the court finds equitable, to 
the extent the court finds the dissenters acted arbitrarily, vexatiously, or not
in good faith in demanding payment under Section 48-23-209.                     

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  (b) The court may also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the court finds equitable        
against:                                                                        

      (1) The corporation and in favor of any or all dissenters if the court
finds the corporation did not substantially comply with the requirements of part
2 of this chapter; or                                                           

       (2) Either the corporation or a dissenter, in favor of any other party,
if the court finds that the party against whom the fees and expenses are        
assessed acted arbitrarily, vexatiously, or not in good faith with respect to   
the rights provided by this chapter.                                            

     (c) If the court finds that the services of counsel for any dissenter
were of substantial benefit to other dissenters similarly situated, and that the
fees for those services should not be assessed against the corporation, the     
court may award to these counsel reasonable fees to be paid out of the amounts  
awarded to the dissenters who were benefited.                                   

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 ANNEX C

 Barret Financial Statements

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BARRET BANCORP, INC.                                                            
Index to Financial Statements                                                   

                                                                [Download Table]

                                                                              Page 
                                                                                   
Independent Auditors' Report...................................................C-3 

Consolidated Balance Sheets as of December 31, 1999 and 1998...................C-4 

Consolidated Statements of Income for the                                          

 Years Ended December 31, 1999, 1998 and 1997..................................C-6 

Consolidated Statements of Shareholders' Equity and Comprehensive Income           
 for the Years Ended December 31, 1999 and 1998 and 1997.......................C-7 

Consolidated Statements of Cash Flows for the                                      

 Years Ended December 31, 1999 and 1998 and 1997...............................C-8 

Notes to the Consolidated Financial Statements                                     

 Years Ended December 31, 1999, 1998 and 1997 .................................C-9 

Consolidated Balance Sheets as of September 30, 2000 and 1999 (Unaudited)......C-22

Consolidated Statements of Income for the                                          

 Nine Months Ended September 30, 2000 and 1999 (Unaudited).....................C-24

Consolidated Statements of Cash Flows for the                                      

 Nine Months Ended September 30, 2000 and 1999 (Unaudited).....................C-25

Note to the Financial Statements for the                                           
 Nine Months Ended September 30, 2000 and 1999 (Unaudited).....................C-26

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INDEPENDENT AUDITORS' REPORT

Board of Directors                                                              
Barret Bancorp, Inc.                                                            
Barretville, Tennessee                                                          

We have audited the accompanying consolidated balance sheets of Barret Bancorp, 
Inc. as of December 31, 1999 and 1998, and the related consolidated statements  
of income, shareholders' equity and comprehensive income, and cash flows for the
years then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the 
consolidated financial statements based on our audits.                          

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are    
free of material misstatement. An audit includes examining, on a test basis,    
evidence supporting the amounts and disclosures in the consolidated financial   
statements. An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall     
financial statement presentation. We believe our audits provide a reasonable    
basis for our opinion.                                                          

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of Barret Bancorp, Inc.
as of December 31, 1999 and 1998, and the results of its operations and cash    
flows for the years then ended in conformity with generally accepted accounting 
principles.                                                                     

The accompanying statements of income, shareholders' equity and comprehensive   
income and cash flows for the year ended December 31, 1997 and the accompanying 
balance sheets as of September 30, 2000 and 1999 and the statements of income   
and cash flows for the nine months then ended, were compiled by us as of        
December 29, 2000 without audit or review and, accordingly, we express no       
opinion or other form of assurance on them.                                     

/s/ Cannon Ivy PLLC                                                             
----------------------                                                          
Cannon Ivy PLLC                                                                 

February 4, 2000                                                                
(except for Note 18, as to which the date is January 11, 2001)                  

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Barret Bancorp, Inc.                                                            
Consolidated Balance Sheets (in thousands)                                      

                                                        [Enlarge/Download Table]

                                       ASSETS                       December 31,      
                                                                 1999         1998    
                                                               ---------    --------- 
                                                                                      
Cash and cash equivalents                                                             
     Cash and non-interest bearing deposits                    $  13,403    $  15,306 
     Interest bearing deposits with other banks                    3,812        4,506 
     Federal funds sold                                            8,465       52,444 
                                                               ---------    --------- 

         Total cash and cash equivalents                          25,680       72,256 
                                                               ---------    --------- 
Investment securities                                                                 

     Investment securities, available for sale, at fair value    103,153       10,243 
     Investment securities, held to maturity, at cost             51,851      117,503 
                                                               ---------    --------- 

         Total investment securities                             155,004      127,746 
                                                               ---------    --------- 

Loans                                                                                 

     Loans, net of unearned discount of $3,586 and $4,119        305,867      227,910 
     Allowance for loan losses                                    (2,896)      (2,642)
                                                               ---------    --------- 

         Net loans                                               302,971      225,268 
                                                               ---------    --------- 

Other assets                                                                          

     Premises and equipment, net                                   8,803        6,615 
     Accrued income receivable                                     5,864        5,165 
     Investment in unconsolidated subsidiary                       1,099        1,073 
     Goodwill, net of amortization of $306                        11,097           -- 
     Deferred income taxes                                         2,263        1,040 
     Federal Home Loan Bank stock                                  2,365          814 
     Prepaid income taxes                                             --          303 
     Other real estate owned and other foreclosed assets             515           78 
     Other assets                                                    440           74 
                                                               ---------    --------- 

         Total other assets                                       32,446       15,162 
                                                               ---------    --------- 

         Total assets                                          $ 516,101    $ 440,432 
                                                               =========    ========= 

See notes to the consolidated financial statements                              

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LIABILITIES AND SHAREHOLDERS' EQUITY

                                                        [Enlarge/Download Table]


                                                                    DECEMBER 31,     
                                                                 1999         1998   
                                                               ---------    ---------
                                                                                     
Deposits                                                                             

     Non-interest bearing                                      $  57,563    $  58,721
     Interest bearing                                            348,835      287,002
                                                               ---------    ---------

         Total deposits                                          406,398      345,723
                                                               ---------    ---------

Other liabilities                                                                    

     Federal Home Loan Bank borrowings                            24,000           --
     Voluntary severance compensation                                 --          816
     Accumulated earnings tax                                         --          550
     Accrued interest payable                                      3,033        2,908
     Accrued franchise and excise taxes                              229          415
     Minority interest                                                --       17,109
     Other liabilities                                             1,402           92
                                                               ---------    ---------

         Total other liabilities                                  28,664       21,890
                                                               ---------    ---------

Shareholders' equity                                                                 

     Common stock, $100 par value, 10,000,000 shares                                 
         authorized, 10,628 and 10,000 issued and outstanding      1,063        1,000
     Paid in capital                                              76,120        1,000
     Retained earnings                                             5,567       70,805
     Accumulated other comprehensive income (loss), net of                           
         income taxes of $1,104 and ($17)                         (1,711)          14
                                                               ---------    ---------

     Total shareholders' equity                                   81,039       72,819
                                                               ---------    ---------

     Total liabilities and shareholders' equity                $ 516,101    $ 440,432
                                                               =========    =========

See notes to the consolidated financial statements                              

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BARRET BANCORP, INC.                                                            
Consolidated Statements of Income (in thousands)                                

                                                        [Enlarge/Download Table]

                                                            FOR THE YEARS ENDED DECEMBER 31,
                                                                                 (Unaudited)
                                                             1999        1998        1997   
                                                           --------    --------    -------- 
                                                                                            
Interest income                                                                             

    Loans                                                  $ 23,374    $ 20,552    $ 19,997 
    Investment securities, taxable                            5,953       3,217       2,781 
    Investment securities, non-taxable                        2,771       2,737       2,860 
    Other interest income                                     1,156       3,402       2,585 
                                                           --------    --------    -------- 

      Total interest income                                  33,254      29,908      28,223 

Interest expense, deposits                                   13,963      12,269      11,766 
Interest expense, other borrowings                              700          --          -- 
                                                           --------    --------    -------- 

      Net interest income                                    18,591      17,639      16,457 

Provision for loan losses                                       619         908         651 
                                                           --------    --------    -------- 

      Net interest income after provision for loan losses    17,972      16,731      15,806 
                                                           --------    --------    -------- 

Other income                                                                                

    Gain on sale of other real estate owned                      13       3,063          -- 
    Service charges on deposits                               1,579       1,349       1,345 
    Other service charges                                     1,255         429         527 
    Other income                                                138         159         132 
    Equity in earnings of unconsolidated subsidiary             109          71          89 
    Dividend income                                             117          13           7 
    Investment securities gains (losses)                         65         (18)         15 
    Gain (loss) on sale of equipment                            (46)        (78)         35 
                                                           --------    --------    -------- 

      Total other income                                      3,230       4,988       2,150 
                                                           --------    --------    -------- 

Other expenses                                                                              

    Salaries and employee benefits                            6,188       6,337       5,387 
    Depreciation and amortization                             1,134         581         542 
    Occupancy expense                                           451         265         334 
    Accumulated earnings tax                                     --         550          -- 
    Minority interest in earnings of subsidiary                  --       1,512       1,417 
    Other expenses                                            3,321       3,072       2,529 
                                                           --------    --------    -------- 

      Total other expenses                                   11,094      12,317      10,209 
                                                           --------    --------    -------- 

Net income before provision for income taxes                 10,108       9,402       7,747 
Provision for income taxes                                    2,947       3,486       2,600 
                                                           --------    --------    -------- 

Net income                                                 $  7,161    $  5,916    $  5,147 
                                                           ========    ========    ======== 

See notes to the consolidated financial statements                              

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BARRET BANCORP, INC.                                                            
Consolidated Statement of Shareholders' Equity                                  
and Comprehensive Income (in thousands)                                         
------------------------------------------------                                

                                                        [Enlarge/Download Table]

                                                                                     Accumulated                
                                                                                        Other         Total     
                                               Common      Paid in      Retained    Comprehensive  Shareholders'
                                               Stock       Capital      Earnings       Income         Equity    
                                             ----------   ----------   ----------    ----------    ------------ 
                                                                                                                
Balance January 1, 1997 (unaudited)          $    1,000   $    1,000   $   61,742    $        4    $   63,746   

Net income (unaudited)                               --           --        5,147            --         5,147   

Dividends paid (unaudited)                           --           --       (1,000)           --        (1,000)  
                                             ----------   ----------   ----------    ----------    ----------   

Balance, December 31, 1997                        1,000        1,000       65,889             4        67,893   

Net income                                           --           --        5,916            --         5,916   

Other comprehensive income                                                                                      
   Change in unrealized gain on available                                                                       
   for sale securities, net of income taxes          --           --           --            10            10   
                                             ----------   ----------   ----------    ----------    ----------   

   Total comprehensive income                        --           --        5,916            10         5,926   
                                             ----------   ----------   ----------    ----------    ----------   

Dividends paid                                       --           --       (1,000)           --        (1,000)  
                                             ----------   ----------   ----------    ----------    ----------   

Balance, December 31, 1998                        1,000        1,000       70,805            14        72,819   

Net income                                           --           --        7,161            --         7,161   

Other comprehensive income                                                                                      
   Change in unrealized gain on available                                                                       
   for sale securities, net of income taxes          --           --           --        (1,725)       (1,725)  
                                             ----------   ----------   ----------    ----------    ----------   

   Total comprehensive income                        --           --        7,161        (1,725)        5,436   
                                             ----------   ----------   ----------    ----------    ----------   

Formation of holding company                         --       70,296      (70,805)           --          (509)  
Common stock issued                                 141       10,771           --            --        10,912   
Redemption of common stock                          (78)      (5,947)          --            --        (6,025)  
Dividends paid                                       --           --       (1,594)           --        (1,594)  
                                             ----------   ----------   ----------    ----------    ----------   

Balance, December 31, 1999                   $    1,063   $   76,120   $    5,567    $   (1,711)   $   81,039   
                                             ==========   ==========   ==========    ==========    ==========   

See notes to the consolidated financial statements                              

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BARRET BANCORP, INC.                                                            
Consolidated Statements of Cash Flows (in thousands)                            

                                                        [Enlarge/Download Table]

                                                                              FOR THE YEARS ENDED DECEMBER 31,    
                                                                                                      (Unaudited) 
                                                                              1999          1998          1997    
                                                                           ----------    ----------    ---------- 
                                                                                                                  
Cash flows from operating activities                                                                              
    Net income                                                             $    7,161    $    5,916    $    5,147 
    Adjustments to reconcile net income to net cash from operations                                               
      Depreciation and amortization                                             1,134           581           542 
      Provision for loan losses                                                   619           908           651 
      Deferred income taxes                                                      (102)         (182)          215 
      Minority interest in earnings of subsidiary                                  --         1,512         1,417 
      Equity in earnings of unconsolidated subsidiary                            (109)          (71)          (89)
      Gain on sale of other real estate owned                                     (13)       (3,063)           -- 
      (Gain) loss on sale of investment securities                                (64)           18           (15)
      (Gain) loss on sale of equipment                                             46            78           (35)
      Increase in accrued income receivable                                      (699)         (904)       (1,071)
      Increase in accrued interest payable                                        125           163           102 
      (Increase) decrease in other assets                                        (653)          217          (286)
      Increase (decrease) other liabilities                                      (241)          634           231 
                                                                           ----------    ----------    ---------- 

        Net cash provided by operations                                         7,204         5,807         6,809 
                                                                           ----------    ----------    ---------- 

Cash flows from investing activities                                                                              
    Proceeds from maturities of investment securities, held to maturity        20,365        70,989        15,159 
    Proceeds from maturities of investment securities, available for sale       8,685         6,860         2,385 
    Purchase of investment securities, held to maturity                       (45,695)      (97,138)      (18,956)
    Purchase of investment securities, available for sale                     (13,358)       (5,947)       (2,298)
    Proceeds from sale of other real estate and equipment                         203         4,206            35 
    Net increase in loans                                                     (78,322)       (7,820)      (20,216)
    Purchases of premises and equipment                                        (3,016)       (3,215)         (666)
    Purchase of minority interest in Somerville Bank & Trust Company          (19,167)           --            -- 
    Dividends from unconsolidated subsidiary                                       --           128            -- 
    Purchase of Federal Home Loan Bank stock                                   (1,551)         (813)           -- 
                                                                           ----------    ----------    ---------- 

      Net cash used in investing activities                                  (131,856)      (32,750)      (24,557)
                                                                           ----------    ----------    ---------- 

Cash flows from financing activities                                                                              
    Increase in deposit accounts                                               60,674        39,376        15,149 
    Proceeds from issuance of common stock                                      1,021            --            -- 
    Redemption of common stock                                                 (6,025)           --            -- 
    Advances from Federal Home Loan Bank                                       24,000            --            -- 
    Dividends paid                                                             (1,594)       (1,000)       (1,000)
                                                                           ----------    ----------    ---------- 

      Net cash provided by financing activities                                78,076        38,376        14,149 
                                                                           ----------    ----------    ---------- 

Net increase (decrease) in cash and cash equivalents                          (46,576)       11,433        (3,599)

Cash and cash equivalents, beginning of year                                   72,256        60,823        64,422 
                                                                           ----------    ----------    ---------- 

Cash and cash equivalents, end of year                                     $   25,680    $   72,256    $   60,823 
                                                                           ==========    ==========    ========== 

See notes to the consolidated financial statements                              

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BARRET BANCORP, INC.                                                            
Notes to the Consolidated Financial Statements                                  
For the years ended December 31,                                                
1999, 1998 and 1997                                                             

Note 1 - Organization and business activity                                     

Barret Bancorp, Inc. (the Company) is a bank holding company with two wholly-   
owned subsidiaries: Peoples Bank and Somerville Bank & Trust Company. The       
Company operates under a State of Tennessee charter. It provides a full range of
banking services to its customers including real estate mortgages, installment  
and commercial loans, checking and savings accounts, and certificates of        
deposit. The Company's activities and customers are primarily located in Shelby 
County and Fayette County, Tennessee.                                           

Note 2 - Summary of significant accounting policies                             

The Company's accounting and reporting policies conform to generally accepted   
accounting principles and reporting practices followed by the banking industry. 
The more significant policies are described below.                              

Principles of consolidation                                                     

The accompanying consolidated financial statements include the accounts of the  
Company, Peoples Bank and Somerville Bank & Trust Company. All material         
intercompany transactions have been eliminated in consolidation.                

Investment in unconsolidated subsidiary                                         

The investment in unconsolidated subsidiary consists of a 4.99 percent equity   
interest in First State Bank of Henderson, Tennessee and is accounted for using 
the equity method of accounting.                                                

Investment securities                                                           

Investment securities are classified in two categories and accounted for as     
follows:                                                                        

Securities available for sale - Bonds, notes and debentures and certain equity  
securities not classified as held to maturity or trading securities and are     
reported at fair value. Unrealized holding gains and losses on available for    
sale securities are reported as a component of other comprehensive income in    
shareholders' equity net of income taxes until realized.                        

Securities held to maturity - Bonds, notes and debentures for which the Company 
has positive intent and ability to hold to maturity.                            

Interest income                                                                 

Interest on loans is accrued and credited to operations based on the principal  
amount outstanding. The accrual of income is discontinued when collection of    
principal is in doubt, or when payment of principal or interest has become      
contractually ninety days past due. Unearned discounts on installment loans are 
recognized as income over the term of the loans using the interest method.      

Premises, equipment and depreciation                                            

Premises, equipment, major renewals and betterments are recorded at cost.       
Expenditures for normal repair and maintenance are expensed to operations as    
they occur. Depreciation is provided through the straight-line and accelerated  
methods over the assets' estimated useful lives which range from three to ten   
years for equipment and twenty-five to thirty-nine years for premises.          

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Note 2 - Summary of significant accounting policies (continued)                 

Allowance for loan losses                                                       

For financial reporting purposes, the provision for loan losses charged to      
operations is based upon credit review of the loan portfolio, past loan loss    
experience, current economic conditions and other pertinent factors which form a
basis for determining the adequacy of allowance for loan losses. The allowance  
is maintained at a level believed by management to be adequate to absorb        
estimated losses in the loan portfolio.                                         

Advertising costs                                                               

Advertising costs are charged to expense in the period in which they are        
incurred. Advertising expenses were $177,000 and $197,000 for the years ended   
December 31, 1999 and 1998.                                                     

Federal Home Loan Bank stock                                                    

Federal Home Loan Bank stock is a required investment for institutions that are 
members of the Federal Home Loan Bank system. The required investment in the    
common stock is based on a predetermined formula and is carried at cost on the  
consolidated balance sheets.                                                    

Cash equivalents                                                                

The Company considers all cash and non-interest bearing deposits, deposits with 
other banks and federal funds sold to be cash equivalents for the purpose of the
statement of cash flows. Supplemental disclosures of cash flow information for  
the years ended December 31, 1999, 1998 and 1997 are as follows:                

                                                        [Enlarge/Download Table]

(In thousands)                                                                                
                                                                                  (Unaudited) 
                                                           1999         1998          1997    
                                                         ----------   ----------   ---------- 
                                                                                              
Cash paid for income taxes                               $    2,906   $    3,484   $    2,395 
                                                         ==========   ==========   ========== 
Cash paid for interest                                   $   14,538   $   12,211   $   11,664 
                                                         ==========   ==========   ========== 
Unrealized gain (loss) on available for sale securities  $   (2,720)  $       12   $       (3)
                                                         ==========   ==========   ========== 

Goodwill                                                                        

Goodwill of $11,403,000 resulted from the acquisition of Somerville Bank & Trust
Company. The Company is amortizing this amount over a 25 year period using the  
straight-line method. Amortization of $306,000 was charged to operations during 
the year ended December 31, 1999.                                               

Use of estimates in the preparation of consolidated financial statements        

The preparation of consolidated financial statements in conformity with         
generally accepted accounting principles requires management to make estimates  
and assumptions that affect the amounts reported in the consolidated financial  
statements and accompanying notes. Actual results could differ from those       
estimates.                                                                      

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Note 3 - Investment securities                                                  

Investment securities consist of the following at December 31, 1999 and 1998:   

(In thousands)                                                                  

                                                                [Download Table]

                                                 DECEMBER 31, 1999                
                                 -------------------------------------------------
                                                 GROSS UNREALIZED                 
                                              -----------------------      FAIR   
                                    COST        GAINS        LOSSES        VALUE  
                                 ----------   ----------   ----------   ----------
                                                                                  
Available for sale                                                                

    U.S. Treasury securities     $    1,297   $       --   $       10   $    1,287
    State and political                                                           
      subdivision securities         43,509           --          331       43,178
    U.S. Agency securities           60,980           --        2,421       58,559
    Equity securities                   129           --           --          129
                                 ----------   ----------   ----------   ----------

       Total available for sale  $  105,915   $       --   $    2,762   $  103,153
                                 ==========   ==========   ==========   ==========

Held to maturity                                                                  

    U.S. Agency securities       $   51,851   $       --   $    2,109   $   49,742
                                 ----------   ----------   ----------   ----------

       Total held to maturity    $   51,851   $       --   $    2,109   $   49,742
                                 ==========   ==========   ==========   ==========

                                                                [Download Table]

                                                 DECEMBER 31, 1998                
                                 -------------------------------------------------
                                                 GROSS UNREALIZED                 
                                              -----------------------      FAIR   
                                    COST        GAINS        LOSSES        VALUE  
                                 ----------   ----------   ----------   ----------
                                                                                  
Available for sale                                                                

    U.S. Treasury securities     $    1,198   $        9   $       --   $    1,207
    U.S. Agency securities            8,922           32           --        8,954
    Equity securities                    82           --           --           82
                                 ----------   ----------   ----------   ----------

       Total available for sale  $   10,202   $       41   $       --   $   10,243
                                 ==========   ==========   ==========   ==========

Held to maturity                                                                  

    U.S. Treasury Securities     $    2,993   $      141   $       --   $    3,134
    U.S. Agency securities           58,219           --          140       58,079
    State and political                                                           
      subdivision securities         55,625        1,766           --       57,391
    Mortgage backed securities          666            4           --          670
                                 ----------   ----------   ----------   ----------

       Total held to maturity    $  117,503   $    1,911   $      140   $  119,274
                                 ==========   ==========   ==========   ==========

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Note 3 - Investment securities (continued)                                      

Securities with a carrying value off approximately $70,679,000 at December 31,  
1999 were pledged to secure public deposits and for other purposes required or  
permitted by law.                                                               

Gross gains of $65,000 (computed using the specific identification method) were 
realized on early calls of state and political subdivision obligations for the  
year ended December 31, 1999.                                                   

Scheduled maturities of debt securities to be held to maturity and debt         
securities available for sale at December 31, 1999 are as follows:              

(In thousands)                                                                  

                                                                [Download Table]

                              Held to Maturity           Available for Sale   
                             -------------------------------------------------
                                            Fair                       Fair   
                               Cost         Value         Cost         Value  
                             ----------   ----------   ----------   ----------
                                                                              
Due in one year or less      $   33,482   $   31,701   $   36,372   $   35,155
Due from one to five years        8,735        8,824       46,868       46,239
Due from five to ten years        9,422        9,017       14,783       14,498
Due after ten years                 212          200        7,762        7,132
                             ----------   ----------   ----------   ----------
                             $   51,851   $   49,742   $  105,785   $  103,024
                             ==========   ==========   ==========   ==========

Note 4 - Loans                                                                  

Loans consist of the following as of December 31, 1999 and 1998:                

(In thousands)                                                                  

                                                                [Download Table]

                                                          1999          1998    
                                                        ---------     --------- 
                                                                                
Residential real estate                                 $ 116,223     $ 102,970 
Commercial real estate                                    124,694        50,026 
Commercial and agriculture                                 27,072        40,796 
Consumer                                                   38,755        34,813 
Other                                                       2,851         3,424 
                                                        ---------     --------- 

    Gross loans                                           309,595       232,029 
Less                                                                            
    Allowance for loans losses                             (2,896)       (2,642)
    Unearned discounts                                     (3,586)       (4,119)
    Deferred loan origination fees                           (142)           -- 
                                                        ---------     --------- 

    Net loans                                           $ 302,971     $ 225,268 
                                                        =========     ========= 

Included in other loans are demand deposit overdrafts of $516,000 and $406,000  
as of December 31, 1999 and 1998, respectively. Loans made to Bank officers,    
directors and employees were approximately $1,362,000 as of December 31, 1999.  
During 1999 $2,285,000 of new loan advances were made while repayments were     
$2,129,000.                                                                     

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Note 4 - Loans (continued)                                                      

Scheduled maturities of loans at December 31, 1999 are as follows:              

(In thousands)                                                                  

                                                                [Download Table]
                                                                               
Due in one year or less                                               $ 110,313
Due from one year to three years                                         64,096
Due from three to five years                                             84,246
Due from five to fifteen years                                           41,912
Due after fifteen years                                                   5,442
                                                                      ---------

      Gross loans, net of unearned discounts                          $ 306,009
                                                                      =========

Note 5 - Allowance for loan losses                                              

Changes in the allowance for loan losses were as follows as of December 31,     
1999, 1998 and 1997:                                                            

(In thousands)                                                                  

                                                                [Download Table]


                                                    (Unaudited)
                              1999        1998         1997    
                            ---------   ---------   -----------
                                                               
Balance, beginning of year  $   2,642   $   2,401    $   2,393 
Provision for loan losses         619         908          651 
Loans charged off                (854)     (1,193)        (778)
Recoveries                        489         526          135 
                            ---------   ---------    --------- 

      Balance, end of year  $   2,896   $   2,642    $   2,401 
                            =========   =========    ========= 

As of December 31, 1999 the Company has loans amounting to approximately        
$1,600,000 that were specifically classified as impaired. The allowance for loan
losses related to impaired loans amounted to approximately $285,000 at December 
31, 1999, and is based on historical loss experience for loans of similar size  
and type.                                                                       

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Note 6 - Premises and equipment                                                 

Premises and equipment consist of the following as of December 31, 1999 and     
1998:                                                                           

(In thousands)                                                                  

                                                                [Download Table]

                                                            1999         1998   
                                                          ---------    ---------
                                                                                
Land                                                      $   3,875    $   3,271
Buildings                                                     4,844        4,402
Construction in progress                                        246           --
Furniture and equipment                                       5,135        5,063
Computer equipment and software                               1,448           --
                                                          ---------    ---------

      Total                                                  15,548       12,736
      Less accumulated depreciation                           6,745        6,121
                                                          ---------    ---------

      Net premises and equipment                          $   8,803    $   6,615
                                                          =========    =========

Depreciation expense for the year                         $     828    $     581
                                                          =========    =========

Note 7 - Investment in unconsolidated subsidiary                                

The Company owns a 4.99 percent equity investment in First State Bank,          
Henderson, Tennessee which is accounted for using the equity method of          
accounting. Summary condensed financial information of Henderson follows as of  
and for the year ended December 31, 1999:                                       

(In thousands)                                                                  

                                                                [Download Table]

                                                                               
Total assets                                                          $ 136,912
Total liabilities                                                       114,897
Total stockholders' equity                                               22,015
Net income                                                                1,816

Note 8 - Deposits                                                               

Deposits consist of the following as of December 31, 1999 and 1998:             

(In thousands)                                                                  

                                                                [Download Table]


                                                             1999        1998   
                                                           ---------   ---------
                                                                                
Non-interest bearing demand                                $  57,563   $  58,721
Interest bearing demand                                       45,152      43,924
Savings                                                       82,541      62,036
Certificates of deposit in excess of $100,000                 99,586      63,828
Other time deposits                                          120,556     117,214
                                                           ---------   ---------

      Total deposits                                       $ 405,398   $ 345,723
                                                           =========   =========

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Note 9 - Federal Home Loan Bank borrowings                                      

Federal Home Loan Bank borrowings consist of the following as of December 31,   
1999:                                                                           

(In thousands)                                                                  

                                                                [Download Table]

                                                                         1999   
                                                                       ---------
                                                                                
Federal Home Loan Bank advance, interest payable monthly                        
 at 4.69 percent, matures January 22, 2009                             $   5,000

Federal Home Loan Bank advance, interest payable monthly                        
 at 5.12 percent, matures April 23, 2009                                   4,000

Federal Home Loan Bank advance, interest payable monthly                        
 at 5.22 percent, matures July 27, 2009                                   15,000
                                                                       ---------

      Total                                                            $  24,000
                                                                       =========

Federal Home Loan Bank advances are collateralized by residential first mortgage
loans of Peoples Bank, which total approximately $50,860,000.                   

Note 10 - Other financial instruments                                           

The Company is party to financial instruments with off-balance-sheet risk which 
arise in the normal course of business. These financial instruments primarily   
include commitments to extend credit and standby letters of credit. Those       
instruments involve, to varying degrees, elements of credit risk in excess of   
amounts recognized in the balance sheets. The contract amounts of those         
instruments reflect the exposure to credit loss in the event of non-performance 
by the other party to the financial instruments.                                

Financial instruments whose contract amounts represent credit risk are as       
follows as of December 31, 1999:                                                

(In thousands)                                                                  

                                                                [Download Table]

                                      
Commitments to extend credit  $ 34,565
Standby letters of credit        1,925
                              --------

      Total                   $ 36,490
                              ========

Commitments to extend credit are agreements to lend to a customer as long as    
there is no violation of any condition established in the contract. Commitments 
generally have fixed expiration dates or other termination features. Since many 
of the commitments are to expire without being drawn upon, the total commitment 
amounts do not necessarily represent future cash requirements. The Company      
evaluates each customers' creditworthiness on a case by case basis. The amount  
of collateral obtained, if deemed necessary by the Company upon extension of    
credit, is based, in part, on management's credit evaluation. Collateral held   
varies but may consist of accounts receivable, inventory, property, plant and   
equipment, and income producing commercial and agricultural property.           

Standby letters of credit are conditional commitments issued by the Company to  
guarantee the performance of a customer to a third party. The credit risk       
involved in issuing standby letters of credit is essentially the same as that   
involved in extending loans to customers.                                       

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Note 11 - Income taxes                                                          

Income taxes in the consolidated statements of income include deferred income   
tax expense and benefit for all significant temporary differences in recognizing
income and expenses for financial reporting and income tax purposes. Current    
income taxes are based upon the year's taxable income as reflected in the       
Company's federal and state income tax returns. The Company files consolidated  
federal and state income tax returns.                                           

The provision for income taxes consists of the following at December 31, 1999   
and 1998:                                                                       

(In thousands)                                                                  

                                                        [Enlarge/Download Table]

                                                                            1999        1998        1997  
                                                                         ---------   ---------   ---------
                                                                                                          
Current expense                                                                                           

    Federal                                                              $   2,430   $   2,933   $   1,828
    State                                                                      619         735         554

Deferred (benefit) expense                                                                                

    Federal                                                                    (87)       (167)        185
    State                                                                      (15)        (15)         33
                                                                         ---------   ---------   ---------

      Total provision for income taxes charged to operations                 2,947       3,486       2,600
      Tax on change in unrealized gain on available for sale securities     (1,109)          8           2
                                                                         ---------   ---------   ---------

      Comprehensive income tax                                           $   1,838   $   3,494   $   2,602
                                                                         =========   =========   =========

The provision for income taxes differs from that computed by applying the       
statutory rates to income before income tax due to the effects of permanent     
differences including tax-exempt income, interest expense limitation,           
accumulated earnings tax and treatment of dividends received. Permanent         
differences also include the unrecognized gain on the investment in             
unconsolidated subsidiary because management does not expect that the difference
will have any future tax consequence.                                           

The components of deferred tax assets and liabilities by taxing jurisdiction are
as follows as of December 31, 1999 and 1998:                                    

(In thousands)                                                                  

                                                                [Download Table]

                                                           1999         1998    
                                                         ---------    --------- 
                                                                                
Deferred tax assets                                                             

     Federal                                             $   1,924    $     898 
     State                                                     339          159 
                                                         ---------    --------- 

         Total deferred tax assets                           2,263        1,057 
                                                         ---------    --------- 
Deferred liabilities                                                            

     Federal                                                    --          (14)
     State                                                      --           (3)
                                                         ---------    --------- 
         Total deferred tax liabilities                         --          (17)
                                                         ---------    --------- 

         Net deferred tax assets                         $   2,263    $   1,040 
                                                         =========    ========= 

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Note 11 - Income taxes (continued)                                              

The tax effects of significant temporary differences that give rise to deferred 
tax assets and liabilities are as follows as of December 31, 1999 and 1998:     

(In thousands)                                                                  

                                                                [Download Table]


                                                         1999     1998   
                                                        -------  ------- 
                                                                         
Deferred tax assets (liabilities)                                        
      Allowance for loan losses                         $ 1,159  $ 1,057 
      Unrealized gain on available for sale securities    1,104      (17)
                                                        -------  ------- 

           Net deferred tax assets                      $ 2,263  $ 1,040 
                                                        =======  ======= 

Note 12 - Concentrations of credit                                              

Loans, loan commitments and investment securities                               

All of the Company's loans, commitments and commercial and standby letters of   
credit have been granted to customers in the Company's market area. All such    
customers are depositors of the Company. The concentrations of credit by loan   
type are set forth in Note 4. The distribution of commitments to extend credit  
approximates the distribution of loans outstanding. Commercial and standby      
letters of credit are granted primarily to commercial borrowers. Investment     
obligations of state and political subdivisions involve governmental entities   
within the Company's market area, the State of Tennessee and throughout the     
United States.                                                                  

Cash on deposit                                                                 

The Company has cash on deposit with financial institutions of approximately    
$8,800,000 as December 31, 1999, of which approximately $8,600,000 is in excess 
of insurance limits of the Federal Deposit Insurance Corporation.               

Note 13 - Fair values of financial instruments                                  

The following methods and assumptions were used by the Company in estimating    
fair values of financial instruments as disclosed herein:                       

Cash and cash equivalents - The carrying amounts of cash and cash equivalents   
approximate their fair values.                                                  

Securities - Fair values for debt securities are based on quoted market prices. 
The carrying value of equity securities approximates their fair value.          

Loans - For variable rate loans that reprice frequently and have no significant 
change in credit risk, fair values are based on carrying values. Fair values for
fixed rates loans are estimated using discounted cash flow analyses using       
current rates being charged on loans and expected monthly maturities.           

Deposit liabilities - Fair values of demand deposits and variable rate deposits 
are estimated to be their carrying value. Fair values of fixed rate certificates
of deposits are estimated using discounted cash flows analyses using current    
rates being offered for certificates and expected monthly maturities.           

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Note 13 - Fair value of financial instruments (continued)                       

The estimated fair values of certain financial instruments are as follows as of 
December 31, 1999 and 1998:                                                     

(In thousands)                                                                  

                                                        [Enlarge/Download Table]

                                          DECEMBER 31, 1999             DECEMBER 31, 1998     
                                    ----------------------------  ----------------------------
                                    CARRYING             FAIR     CARRYING             FAIR   
                                     AMOUNT              VALUE     AMOUNT              VALUE  
                                    --------            --------  --------            --------
                                                                                              
Financial Assets                                                                              

     Cash and cash equivalents      $ 25,680            $ 25,680  $ 72,256            $ 72,256
     Securities available for sale   103,153             103,153    10,243              10,243
     Securities held to maturity      51,851              49,742   117,503             119,274
     Loans receivable                305,867             303,595   227,910             217,528
     Accrued income receivable         5,864               5,864     5,165               5,165

Financial liabilities                                                                         

     Deposits                        406,398             403,053   345,723             333,801
     Other borrowings                 24,000              17,430        --                  --

The fair value of loan commitments and letters of credit approximate the fees   
currently charged for similar agreements or the estimated cost to terminate or  
otherwise settle similar obligations. The fees associated with these financial  
instruments, or the estimated cost to terminate, as applicable, are immaterial. 

Because no organized markets exist for these financial instruments and because  
management does not intend to sell them, the estimated fair values may not      
represent values at which the respective financial instruments could be sold.   

Note 14 - Employee benefits                                                     

Qualified retirement plans                                                      

The subsidiaries each sponsor a qualified 401(k) retirement plan covering       
substantially all of the Company's employees. Under the plans, the subsidiaries 
match 100 percent of a participant's deferral, up to the first 4 percent of     
wages deferred by the participant. Total matching contributions were $113,000,  
$105,000, and $37,000 for the years ended December 31, 1999,1998 and 1997.      

Non-qualified voluntary severance plan                                          

In December 1998, Peoples Bank offered a voluntary severance plan to its        
employees with twenty or more years of service through December 31, 1998. The   
plan called for a single payment based on two weeks base salary as of December  
15, 1998 for each year of service. In addition, employees accepting the         
severance package are eligible, subject to terms of the plan, to continue       
participation in the group health insurance offered by Peoples Bank for a period
not to exceed ten years from date of termination.                               

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Note 15 - Regulatory capital                                                    

The Company is subject to various regulatory capital requirements by federal    
banking agencies. Failure to meet minimum capital requirements can initiate     
certain mandatory as well as additional discretionary actions by regulators     
that, if undertaken, could have a material effect on the Company and the        
consolidated financial statements. Under regulatory capital adequacy guidelines 
and the regulatory framework for prompt corrective action, the Company must meet
specific capital guidelines that involve quantitative measures of the Company's 
assets, liabilities and certain off-balance sheet items as calculated under     
regulatory accounting practices. The Company's capital amounts are also subject 
to qualitative judgements by the regulators about components, risk weightings,  
and other factors.                                                              

Quantitative measures established by regulators to ensure capital adequacy      
require the Company to maintain minimum amounts and ratios of total risk-based  
capital and Tier 1 capital to risk weighted assets and Tier 1 capital to        
adjusted total assets. Management believes that, as of December 31, 1999 and    
1998, the Company meets all capital adequacy requirements to which it is        
subject.                                                                        

As of December 31, 1999 and 1998, the Company's actual capital ratios were as   
follows:                                                                        

                                                                [Download Table]

                                        1999    1998    WELL CAPITALIZED
                                        -----   -----   ----------------
                                                                        
Tier 1 Capital to Risk-Weighted Assets  23.68%  38.10%         6.00%    
Total Risk Based Capital                24.64%  39.23%        10.00%    
Leverage Capital Ratio (Tier 1 to                                       
  Adjusted Total Assets)                14.36%  20.28%         5.00%    

Note 16 -Formation of holding company and business combination                  

Bank holding company                                                            

During 1998, the Board of Directors of Peoples Bank approved the formation of   
Barret Bancorp, Inc., a bank holding company. In February 1999, Barret Bancorp  
exchanged 9,289 shares of common stock and $5.526 million cash for all of the   
outstanding common stock of Peoples Bank, at which time Peoples Bank became     
Barret Bancorp's wholly owned subsidiary. The transaction was accounted for as a
pooling of interests business combination.                                      

Business combination                                                            

In April 1999, the stockholders of Bancorp and Somerville Bank and Trust Company
(Somerville) approved a plan of acquisition whereby Bancorp would acquire,      
either by exchange of Bancorp shares or cash, 100 percent of the outstanding    
shares of Somerville. Subsequent to approval of the plan, 1,073 shares of       
Somerville were exchanged for 1,273 shares of Bancorp and 2,078 shares of       
Somerville were exchanged for $19,167,000 in cash or $9,224 per share. This     
transaction was accounted for as a purchase for financial statement purposes and
as a reorganization for tax purposes with no gain or loss recognized by         
Somerville or Bancorp.                                                          

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Note 17 - Barret Bancorp, Inc. (Parent Company Only) financial information      

Barret Bancorp began operations during 1999, therefore, parent only financial   
statements are presented for that year only. (in thousands)                     

                                                                [Download Table]

BALANCE SHEET                                                                   
DECEMBER 31,                                                             1999   
                                                                       ---------
                                                                                
Assets                                                                          

    Cash and cash equivalents                                          $   3,230
    Investment securities                                                     45
    Loans, net                                                                --
    Investment in banks                                                   66,424
    Premises and equipment                                                    --
    Goodwill                                                              11,097
    Other assets                                                             480
                                                                       ---------

      Total assets                                                     $  81,276
                                                                       =========

Liabilities and Shareholders' Equity                                            

    Deposits                                                           $      --
    Accrued interest payable                                                  --
    Accrued taxes                                                            229
    Other liabilities                                                          8
    Shareholders' equity                                                  81,039
                                                                       ---------

      Total liabilities and shareholders' equity                       $  81,276
                                                                       =========

                                                                [Download Table]

STATEMENT OF INCOME                                                             
FOR THE YEAR ENDED DECEMBER 31,                                          1999   
                                                                       ---------
                                                                                
Revenues                                                                        

    Interest income, net                                               $      --
    Earnings in bank investments                                           7,535
    Service charges and other income                                           2

Expenses                                                                        

    Salaries and benefits                                                     --
    Depreciation                                                             306
    Other expenses                                                            70
                                                                       ---------

Net income                                                             $   7,161
                                                                       =========

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Note 17 - Barret Bancorp, Inc. (Parent Company Only) financial information      
(continued)                                                                     

                                                                [Download Table]


STATEMENT OF CASH FLOWS                                                         
FOR THE YEAR ENDED DECEMBER 31,                                          1999   
                                                                       -------- 
                                                                                
Operating activities                                                            
    Net income                                                         $  7,161 
    Adjustments to reconcile net income                                         
    to cash used by operating activities:                                       
      Depreciation and amortization                                         327 
      Earnings in bank investments                                       (7,691)
      Increase in other assets                                             (302)
      Increase (decrease) in other liabilities                              237 
                                                                       -------- 

         Net cash used by operating activities                             (268)
                                                                       -------- 

Investing activities                                                            
    Purchase of investment securities                                       (45)
    Sale of investment securities                                            -- 
    Increase in loans                                                        -- 
    Cash paid for minority interest                                     (19,167)
    Dividends received                                                   23,755 
                                                                       -------- 

         Net cash used by investing activities                            4,543 
                                                                       -------- 

Financing activities                                                            
    Increase in deposit accounts                                             -- 
    Common stock transactions, net                                          549 
    Dividends paid                                                       (1,594)
                                                                       -------- 

         Net cash used by financing activities                           (1,045)
                                                                       -------- 

Net increase (decrease) in cash and cash equivalents                      3,230 

Cash and cash equivalents, beginning of year                                 -- 
                                                                       -------- 

Cash and cash equivalents, end of year                                 $  3,230 
                                                                       ======== 

Note 18 - Subsequent event                                                      

The Company has entered into a merger agreement with Trustmark Corporation dated
December 12, 2000. Subject to shareholder and regulatory approval the merger is 
expected to be effective within the second quarter of 2001.                     

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Barret Bancorp, Inc.                                                            
Consolidated Balance Sheets (in thousands)                                      

                                                        [Enlarge/Download Table]

                            ASSETS                                    SEPTEMBER 30,      
                                                                  2000          1999     
                                                                ----------    ---------- 
                                                                                         
Cash and cash equivalents                                                                
      Cash and non-interest bearing deposits                    $    4,062    $    4,608 
      Interest bearing deposits with other banks                     9,662         9,396 
      Federal funds sold                                            14,050         7,980 
                                                                ----------    ---------- 

           Total cash and cash equivalents                          27,774        21,984 
                                                                ----------    ---------- 
Investment securities                                                                    
      Investment securities, available for sale, at fair value      88,174       118,558 
      Investment securities, held to maturity, at cost              51,501        36,658 
                                                                ----------    ---------- 

           Total investment securities                             139,675       155,216 
                                                                ----------    ---------- 
Loans                                                                                    
      Loans, net of unearned discount of $4,026 and $3,658         319,601       291,114 
      Allowance for loan losses                                     (3,229)       (2,925)
                                                                ----------    ---------- 

           Net loans                                               316,372       288,189 
                                                                ----------    ---------- 
Other assets                                                                             
      Premises and equipment, net                                    9,952         8,613 
      Accrued income receivable                                      6,046         5,651 
      Investment in unconsolidated subsidiary                        1,146         1,132 
      Goodwill, net of accumulated amortization                     10,753        11,212 
      Deferred income taxes                                          1,830         1,764 
      Federal Home Loan Bank stock                                   1,287         2,324 
      Other real estate owned and other foreclosed assets              879            38 
      Other assets                                                     876         1,007 
                                                                ----------    ---------- 

           Total other assets                                       32,769        31,741 
                                                                ----------    ---------- 

           Total assets                                         $  516,590    $  497,130 
                                                                ==========    ========== 

See accompanying note to the consolidated financial statements                  

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                                                        [Enlarge/Download Table]

                      LIABILITIES AND SHAREHOLDERS' EQUITY           SEPTEMBER 30,      
                                                                   2000         1999    
                                                                 ---------    --------- 
                                                                                        
Deposits                                                                                
      Non-interest bearing                                       $  52,346    $  53,793 
      Interest bearing                                             357,317      329,268 
                                                                 ---------    --------- 

           Total deposits                                          409,663      383,061 
                                                                 ---------    --------- 
Other liabilities                                                                       
      Federal Home Loan Bank borrowings                             15,000       24,000 
      Federal funds purchased                                        1,200        4,500 
      Accrued interest payable                                       4,525        2,991 
      Accrued franchise and excise taxes                                --          162 
      Other liabilities                                                175          183 
                                                                 ---------    --------- 

           Total other liabilities                                  20,900       31,836 
                                                                 ---------    --------- 
Shareholders' equity                                                                    
      Common stock, $100 par value, 10,000,000 shares                                   
           authorized, 10,526 and 10,628 issued and outstanding      1,053        1,063 
      Paid in capital                                               75,343       76,120 
      Retained earnings                                             10,619        6,233 
      Accumulated other comprehensive loss, net of                                      
           income taxes of $614 and $708                              (988)      (1,183)
                                                                 ---------    --------- 

      Total shareholders' equity                                    86,027       82,233 
                                                                 ---------    --------- 

      Total liabilities and shareholders' equity                 $ 516,590    $ 497,130 
                                                                 =========    ========= 

See accompanying note to the consolidated financial statements                  

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BARRET BANCORP, INC.                                                            
Consolidated Statements of Income (in thousands)                                

                                                        [Enlarge/Download Table]

                                                             FOR THE NINE MONTHS ENDED 
                                                                   SEPTEMBER 30,       
                                                               2000            1999    
                                                             ---------       --------- 
                                                                                       
Interest income                                                                        
     Loans                                                   $  20,866       $  16,782 
     Investment securities, taxable                              4,390           4,437 
     Investment securities, non-taxable                          1,831           2,079 
     Other interest income                                         554           1,042 
                                                             ---------       --------- 

        Total interest income                                   27,641          24,340 

Interest expense, deposits                                      12,791           9,849 
Interest expense, other borrowings                                 819             701 
                                                             ---------       --------- 

        Net interest income                                     14,031          13,790 

Provision for loan losses                                          958             437 
                                                             ---------       --------- 

        Net interest income after provision for loan losses     13,073          13,353 
                                                             ---------       --------- 

Other income                                                                           
     Service charges on deposits                                 1,470           1,140 
     Other service charges                                         867           1,018 
     Other income                                                  537             133 
     Equity in earnings of unconsolidated subsidiary                47             106 
     Dividend income                                               139             229 
     Investment securities gains (losses)                         (312)             64 
     Loss on sale of equipment                                      (1)             (1)
                                                             ---------       --------- 

        Total other income                                       2,747           2,689 
                                                             ---------       --------- 

Other expenses                                                                         
     Salaries and employee benefits                              4,202           4,118 
     Depreciation and amortization                               1,128             759 
     Occupancy expense                                             416             326 
     Other expenses                                              2,718           2,457 
                                                             ---------       --------- 

        Total other expenses                                     8,464           7,660 
                                                             ---------       --------- 

Net income before provision for income taxes                     7,356           8,382 
Provision for income taxes                                       2,303           2,149 
                                                             ---------       --------- 

Net income                                                   $   5,053       $   6,233 
                                                             =========       ========= 

See accompanying note to the consolidated financial statements                  

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BARRET BANCORP, INC.                                                            
Consolidated Statements of Cash Flows (in thousands)                            

                                                        [Enlarge/Download Table]

                                                                          FOR THE NINE MONTHS ENDED 
                                                                               SEPTEMBER 30,        
                                                                             2000           1999    
                                                                           ---------      --------- 
                                                                                                    
Cash flows from operating activities                                                                
     Net income                                                            $   5,053      $   6,233 
     Adjustments to reconcile net income to net cash from operations                                
        Depreciation and amortization                                          1,128            759 
        Provision for loan losses                                                958            437 
        Deferred income taxes                                                    (59)             1 
        Equity in earnings of unconsolidated subsidiary                          (47)          (106)
        (Gain) loss on sale of investment securities                             312            (64)
        (Gain) loss on sale of equipment                                          (1)            (1)
        Increase in accrued income receivable                                   (181)          (485)
        Increase in accrued interest payable                                   1,492             83 
        (Increase) decrease in other assets                                     (838)          (760)
        Increase (decrease) other liabilities                                 (1,456)        (1,528)
                                                                           ---------      --------- 

           Net cash provided by operations                                     6,361          4,569 
                                                                           ---------      --------- 

Cash flows from investing activities                                                                
     Proceeds from maturities of investment securities, held to maturity       4,576         20,353 
     Proceeds from sales of investment securities, available for sale         12,400          8,485 
     Purchase of investment securities, held to maturity                        (745)       (45,595)
     Purchase of investment securities, available for sale                        --        (12,449)
     Proceeds from sale of other real estate and equipment                        --            170 
     Net increase in loans                                                   (14,359)       (63,358)
     Purchases of premises and equipment                                      (1,895)        (2,558)
     Purchase of minority interest in Somerville Bank & Trust Company             --        (19,167)
     Sale of Federal Home Loan Bank stock                                      1,165             -- 
     Purchase of Federal Home Loan Bank stock                                    (87)        (1,594)
                                                                           ---------      --------- 

        Net cash provided (used) in investing activities                       1,055       (115,713)
                                                                           ---------      --------- 

Cash flows from financing activities                                                                
     Increase in deposit accounts                                              3,265         37,338 
     Proceeds from issuance of common stock                                       54          1,059 
     Redemption of common stock                                                 (841)        (6,025)
     Advances from Federal Home Loan Bank                                         --         28,500 
     Repayments to Federal Home Loan Bank                                     (7,800)            -- 
                                                                           ---------      --------- 

        Net cash provided (used) by financing activities                      (5,322)        60,872 
                                                                           ---------      --------- 

Net increase (decrease) in cash and cash equivalents                           2,094        (50,272)

Cash and cash equivalents, beginning of period                                25,680         72,256 
                                                                           ---------      --------- 

Cash and cash equivalents, end of period                                   $  27,774      $  21,984 
                                                                           =========      ========= 

See accompanying note to the consolidated financial statements                  

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BARRET BANCORP, INC.                                                            
Notes to the Consolidated Financial Statements                                  
Nine months ended September 30, 2000 and 1999                                   

Note 1 -- Basis of presentation                                                 

The unaudited interim financial statements of Barret Bancorp, Inc. have been    
prepared in accordance with generally accepted accounting principles. Barret    
Bancorp's significant accounting policies are set forth in the annual financial 
statements for the year ended December 31, 1999.                                

In the opinion of management, the unaudited financial statements reflect all    
adjustments (all of which are normal and recurring in nature) necessary for a   
fair presentation of the financial position, results of operations and cash     
flows of Barret Bancorp. The results of operations for the interim period are   
not necessarily indicative of results to be expected for the full year.         

The interim financial statements should be read in conjunction with the audited 
financial statements for the year ended December 31, 1999, and the notes related
thereto.                                                                        

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 Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                             

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

In addition, pursuant to the Mississippi Business Corporation Act ("MBCA"),     
directors and officers are entitled to indemnification in certain events as     
summarized below:                                                               

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

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

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ITEM 21.                                                                        

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES`                                     

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EXHIBIT                                                                        
NUMBER          DESCRIPTION                                                    
--------        -----------                                                    
                                                                               
   2.           Merger Agreement                                             **

   3.           Articles of Incorporation of                                   
                Trustmark Corporation                                         *

   3.1          Bylaws of Trustmark Corporation                               *

   5.           Proposed Opinion of Brunini,                                   
                Grantham, Grower, & Hewes, PLLC                             ***

   8.           Proposed Tax Opinion of Brunini,                               
                Grantham, Grower, & Hewes, PLLC                             ***

  10.           Material Contracts                                            *

  13.           Annual Report to Security Holders                             *

  13.1          Quarterly Report to Security Holders                          *

  21.           Subsidiaries of Registrant                                    *

  23.1          Consent of Arthur Andersen LLP                              ***

  23.2          Consent of Cannon Ivy, PLLC                                 ***

  23.3          Consent of Brunini, Grantham,                                  
                Grower, & Hewes, PLLC                                       ***

  27            Financial Data Schedule                                       *

  99            Form of Letter to Shareholders, Notice of Special    Exhibit 99
                Meeting, Proxy, and Election Form to be used                   
                in connection with the Barret Special Meeting                  

(*)    Included in documents incorporated by reference                          

(**)   Shown as Annex A                                                         

(***)  Previously filed                                                         

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ITEM 22. UNDERTAKINGS                                                           

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

The undersigned Registrant hereby undertakes to respond to requests for         
information that is incorporated by reference into the Proxy Statement pursuant 
to Items 4, 10(b), 11 or 13 of the Form S-4, within one business day of receipt 
of such request, and to send the incorporated documents by first class mail or  
equally prompt means. This includes information contained in documents filed    
subsequent to the effective date of the Registration Statement through the date 
of responding to the request.                                                   

The undersigned Registrant hereby undertakes to supply by means of a            
post-effective amendment all information concerning a transaction, and the      
company being acquired involved therein, that was not the subject of and        
included in the Registration Statement when it becomes effective.               

The undersigned Registrant hereby undertakes as follows: that prior to any      
public reoffering of the securities registered hereunder through use of a       
prospectus which is a part of this registration statement, by any person or     
party who is deemed to be an underwriter within the meaning of Rule 145(c), the 
issuer undertakes that such reoffering prospectus will contain the information  
called for by the applicable registration form with respect to reofferings by   
persons who may be deemed underwriters, in addition to the information called   
for by the other Items of the applicable form.                                  

The Registrant undertakes that every prospectus (i) that is filed pursuant to   
the immediately preceding paragraph, or (ii) that purports to meet the          
requirements of Section 10(a)(3) of the Act and is used in connection with an   
offering of securities subject to Rule 415 (Section 230.415 of this chapter),   
will be filed as a part of an amendment to the registration statement and will  
not be used until such amendment is effective, and that, for purposes of        
determining any liability under the Securities Act of 1933, each such           
post-effective amendment shall be deemed to be a new registration statement     
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.      

The undersigned registrant hereby undertakes:                                   

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

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

(ii) To reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent post-effective 
amendment thereof) which, individually or in the aggregate, represent a         
fundamental change in the information set forth in the registration statement.  
Notwithstanding the foregoing, any increase or decrease in volume of securities 
offered (if the total dollar value of securities offered would not exceed that  
which was registered) and any deviation from the low or high end of the         
estimated maximum offering range may be reflected in the form of prospectus     
filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this   
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the      
"Calculation of Registration Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan of   
distribution not previously disclosed in the registration statement or any      
material change to such information in the registration statement;              

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

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

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

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Pursuant to the requirements of the Securities Act, the Registrant has duly     
caused this Registration Statement to be signed on its behalf by the            
undersigned, hereunto duly authorized, in the City of Jackson, State of         
Mississippi on January 24, 2001.                                                

TRUSTMARK CORPORATION                                                           

BY: /s/ RICHARD G. HICKSON                                                      
-----------------------------------------                               
Richard G. Hickson                                              
President and Chief Executive Officer                           

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

                                                        [Enlarge/Download Table]

        SIGNATURE                           TITLE                                              DATE     
        ---------                           -----                                              ----     
                                                                                                        
/s/ GERARD R. HOST            Treasurer and Principal Financial Officer  of Trustmark   January 24, 2001
----------------------------                                                                            
Gerard R. Host                                                                                          

/s/ RICHARD G. HICKSON        Director & Chief Executive Officer                        January 24, 2001
----------------------------                                                                            
Richard G. Hickson                                                                                      

/s/ J. KELLY ALLGOOD          Director                                                  January 24, 2001
----------------------------                                                                            
J. Kelly Allgood                                                                                        

/s/ REUBEN V. ANDERSON        Director                                                  January 24, 2001
----------------------------                                                                            
Reuben V. Anderson                                                                                      

/s/ ALDOLPHUS B. BAKER        Director                                                  January 24, 2001
----------------------------                                                                            
Aldolphus B. Baker                                                                                      

/s/ JOHN L. BLACK, JR.        Director                                                  January 24, 2001
----------------------------                                                                            
John L. Black, Jr.                                                                                      

/s/ WILLIAM C. DEVINEY, JR.   Director                                                  January 24, 2001
----------------------------                                                                            
William C. Deviney, Jr.                                                                                 

/s/ D. G. FOUNTAIN, JR.       Director                                                  January 24, 2001
----------------------------                                                                            
D. G. Fountain, Jr.                                                                                     

/s/ GERALD GARNETT            Director                                                  January 24, 2001
----------------------------                                                                            
Gerald Garnett                                                                                          

                              Director                                                            , 2001
----------------------------                                                           -----------      
Matthew L. Holleman, III                                                                                

/s/ GERARD R. HOST            Director                                                  January 24, 2001
----------------------------                                                                            
Gerard R. Host                                                                                          

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                                                                [Download Table]

        SIGNATURE                       TITLE       DATE       
        ---------                       -----       ----       
                                                               
/s/ FRED A. JONES             Director         January 24, 2001
----------------------------                                   
Fred A. Jones                                                  

/s/ T. H. KENDALL, III        Director         January 24, 2001
----------------------------                                   
T. H. Kendall, III                                             

                              Director                   , 2001
----------------------------                    ---------      
Larry L. Lambiotte                                             

/s/ DONALD E. MEINERS         Director         January 24, 2001
----------------------------                                   
Donald E. Meiners                                              

/s/ WILLIAM NEVILLE, III      Director         January 24, 2001
----------------------------                                   
William Neville, III                                           

/s/ RICHARD H. PUCKETT        Director         January 24, 2001
----------------------------                                   
Richard H. Puckett                                             

/s/ WILLIAM K. RAY            Director         January 24, 2001
----------------------------                                   
William K. Ray                                                 

/s/ CHARLES W. RENFROW        Director         January 24, 2001
----------------------------                                   
Charles W. Renfrow                                             

/s/ HARRY M. WALKER           Director         January 24, 2001
----------------------------                                   
Harry M. Walker                                                

/s/ LeROY G. WALKER, JR.      Director         January 24, 2001
----------------------------                                   
LeRoy G. Walker, Jr.                                           

                              Director                   , 2001
----------------------------                   ----------      
Paul H. Watson, Jr.                                            

/s/ KENNETH W. WILLIAMS       Director         January 24, 2001
----------------------------                                   
Kenneth W. Williams                                            

/s/ ALLEN WOOD, JR.           Director         January 24, 2001
----------------------------                                   
Allen Wood, Jr.                                                

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 INDEX TO EXHIBITS

                                                                [Download Table]

EXHIBIT                                                                        
NUMBER          DESCRIPTION                                                    
--------        -----------                                                    
                                                                               
   2.           Merger Agreement                                             **

   3.           Articles of Incorporation of                                   
                Trustmark Corporation                                         *

   3.1          Bylaws of Trustmark Corporation                               *

   5.           Proposed Opinion of Brunini,                                   
                Grantham, Grower, & Hewes, PLLC                             ***

   8.           Proposed Tax Opinion of Brunini,                               
                Grantham, Grower, & Hewes, PLLC                             ***

  10.           Material Contracts                                            *

  13.           Annual Report to Security Holders                             *

  13.1          Quarterly Report to Security Holders                          *

  21.           Subsidiaries of Registrant                                    *

  23.1          Consent of Arthur Andersen LLP                              ***

  23.2          Consent of Cannon Ivy, PLLC                                 ***

  23.3          Consent of Brunini, Grantham,                                  
                Grower, & Hewes, PLLC                                       ***

  27            Financial Data Schedule                                       *

  99            Form of Letter to Shareholders, Notice of Special    Exhibit 99
                Meeting, Proxy, and Election Form to be used                   
                in connection with the Barret Special Meeting                  

(*)    Included in documents incorporated by reference                          

(**)   Shown as Annex A                                                         

(***)  Previously filed                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
		1/22/09		83
		9/28/01		7		59
		9/1/01		13		51
		3/26/01		3		9
		3/12/01		7		9
		2/22/01		3
Filed on:		2/14/01							5,  SC 13G/A
		2/7/01		8					4
		2/1/01		17		18
		1/24/01		99		100
		1/11/01		71
		12/31/00		13		51			10-K,  11-K,  5
		12/29/00		71
		12/13/00		25		26			8-K
		12/12/00		8		89
		12/11/00		11
		11/9/00		48					10-Q
		10/31/00		11
		9/30/00		16		94			10-Q
		9/29/00		11
		9/14/00		49
		9/12/00		48		49			8-K
		8/31/00		20
		8/11/00		48					10-Q
		8/8/00		11
		7/11/00		49
		7/7/00		10
		5/11/00		48					10-Q
		4/11/00		48					DEF 14A
		2/29/00		20					4
		2/4/00		71
		12/31/99		15		94			10-K,  11-K,  4,  5
		9/30/99		22		94			10-Q,  4
		5/7/99		17
		2/17/99		17
		12/31/98		21		87			10-K,  11-K,  4,  5
		12/15/98		86
		1/1/98		44
		12/31/97		24		86			10-K,  11-K,  4,  5
		1/1/97		75
		12/31/95		45					10-K,  11-K
									List all Filings