<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>4
<FILENAME>f10k_2002aoi.txt
<DESCRIPTION>ARTICLES OF INC., AS AMENDED APRIL 9, 2002
<TEXT>


                                                                     EXHIBIT 3-a

                              STATE OF MISSISSIPPI

                          OFFICE OF SECRETARY OF STATE
                                     JACKSON

                          CERTIFICATE OF INCORPORATION

                                       OF

                               FIRST CAPITAL CORP.

           The  undersigned,  as Secretary of State of the State of  Mississippi
hereby certifies that duplicate  originals of Articles of incorporation  for the
above named  corporation duty signed and verified  pursuant to the provisions of
the Mississippi  Business Corporation Act, have been received in this office and
are found to conform to Law.

           ACCORDINGLY  the  undersigned,  as such  Secretary  of State,  and by
virtue of the authority  vested in him by Law, hereby issues this CERTIFICATE OF
INCORPORATION,  and  attaches  hereto a duplicate  original  of the  Articles of
Incorporation.

(SEAL)

Given under my hand and Seat of Office this the 5th day of August 1968.

/s/ HEBER LADNER
    SECRETARY OF STATE

<PAGE>

                            ARTICLES OF INCORPORATION

                                       OF

                               FIRST CAPITAL CORP.

           The  undersigned  natural persons of the age of twenty-one (21) years
or more, acting as incorporators of a corporation under the Mississippi Business
Corporation Act, hereby adopt the following  Articles of Incorporation  for such
corporation:

           FIRST: The name of the Corporation is FIRST CAPITAL CORP.

           SECOND: The period of its duration is ninety-nine (99) years.

           THIRD: The specific purposes for which the corporation is organized
stated in general terms are:

           (1) To receive and hold the common  stock and other  securities  of a
           commercial  bank  and  other  financial   institutions  and  business
           interests.

           (2) To engage in acts and  activities  which  directly or  indirectly
           relate to or  complement  the business of banking or other  financial
           institutions and business interests.

           (3) To engage in other investment activities and in the furnishing of
           goods and services to financial, trade and commercial activities.

           (4) To engage in any and all types of business activity.

           (5) To do all  things  necessary,  convenient  or  desirable  for the
           accomplishment of any of the purposes or the attainment of any of the
           objectives herein set forth and to do all things  incidental  thereto
           which are not prohibited by law.

           FOURTH:  The aggregate  number of Shares which the corporation  shall
have authority to issue is five million  (5,000,000)  having a par value of Five
and No/100 ($5.00) each.

           FIFTH: The corporation will not commence business until consideration
of the value of at Least one Thousand and No/100  Dollars  ($1,000.00)  has been
received for the issuance of shares.

           SIXTH: Shareholders shall have no preemptive right to acquire
additional or treasury shares of the corporation.

           SEVENTH: The post office address of the corporation's initial
registered office is 248 East Capital Street, Jackson, Mississippi, and the
name of its initial registered agent at such address is John P. Maloney.

           EIGHTH:  The number of directors  constituting  the initial  board of
directors of the corporation is three (3).  Subsequently  the corporation  shall
have the number of directors  (but not less than three) as may be  designated in
its  bylaws,  any  additional  directors  to be  elected at an annual or special
meeting of shareholders called for that purpose.  The names and addresses of the
persons who are to serve as initial  directors until the first annual meeting of
shareholders or until their successors are elected and shall qualify are:

<PAGE>

       Name                          Street and Post Office Address
-----------------                    ------------------------------

Robert M. Hearin                     248 East Capitol Street
                                     Jackson, Mississippi

R. B. Lampton                        248 East Capitol Street
                                     Jackson, Mississippi

Edmund L. Brunini                    248 East Capitol Street
                                     Jackson, Mississippi

           NINTH:    The name and post office address of each incorporator is:

      Name                           Street and Post Office Address
-----------------                    ------------------------------
Robert M. Hearin                     248 East Capital Street
                                     Jackson, Mississippi

John B. Tullos                       248 East Capitol Street
                                     Jackson, Mississippi

DATED this 5th day of August, 1968.
/s/ ROBERT M. HEARIN
    ROBERT M. HEARIN

/s/ JOHN B. TULLOS
    JOHN B. TULLOS

    INCORPORATORS


STATE OF MISSISSIPPI

COUNTY OF HINDS

           Personally  appeared before me, the undersigned  authority in and for
the  aforesaid  jurisdiction,  the  within  named  ROBERT M.  HEARIN and JOHN B.
TULLOS,  incorporators  of the  corporation  known as FIRST  CAPITAL  CORP.  who
acknowledged  that they signed and executed the above and foregoing  articles of
incorporation as their act and deed on the day and year therein mentioned.

           GIVEN UNDER MY HAND AND  OFFICIAL  SEAL,  this the 5th day of August,
1968.

/s/ DAISY S. BLACKWELL
    NOTARY PUBLIC

My Commission Expires: Oct 1, 1968

<PAGE>

                              STATE OF MISSISSIPPI

                                    OFFICE OF

                               SECRETARY OF STATE
                                     JACKSON

                                   CERTIFICATE

           I, HEBER LADNER, Secretary of State of the State of Mississippi,  and
as such, the legal custodian of the corporate  records,  required by the laws of
Mississippi, to be filed in my office, do hereby certify as follows:

THAT  APPLICATION  FOR RESERVATION OF CORPORATE NAME "FIRST CAPITAL CORP." DATED
JULY 16, 1968, WAS FILED IN THIS OFFICE JULY 17, 1968.

THAT  SAID NAME IS  RESERVED  FROM JULY 17,  1968,  FOR A PERIOD OF ONE  HUNDRED
TWENTY (120) DAYS.

Given under my hand and seal of office, this the 17th day of July 1968.

By /s/ HEBER LADNER
       SECRETARY OF STATE

<PAGE>

                          (TO BE EXECUTED IN DUPLICATE)

                  APPLICATION FOR RESERVATION OF CORPORATE NAME

             TO THE SECRETARY OF STATE OF THE STATE OF MISSISSIPPI

           Pursuant to the provisions of the  Mississippi  Business  Corporation
Act, the undersigned  hereby applies for reservation of the following  corporate
name for a period of one hundred twenty days:

FIRST CAPITAL CORP.

Dated July 16, 1968

/s/ JOHN P. MALONEY
    JOHN P. MALONEY
    Applicant
    P.O. Box 291, Jackson, Mississippi

By_____________________________________

Its____________________________________

<PAGE>

                                  STATEMENT OF
                        CANCELLATION OF REACQUIRED SHARES
                         (OTHER THAN REDEEMABLE SHARES)
                                       OF
                               FIRST CAPITAL CORP.

TO THE SECRETARY OF STATE OF THE STATE OF MISSISSIPPI

           Pursuant to the provision of Section 68 of the  Mississippi  Business
Corporation Act, the undersigned  corporation submits the following statement of
cancellation  by  resolution  of  its  board  of  directors  of  shares  of  the
corporation   reacquired  by  it,  other  than  redeemable  shares  redeemed  or
purchased:

           1. The name of the Corporation is:

              FIRST CAPITAL CORP.

           2. A resolution was duly adopted by the board of directors on January
14, 1969, authorizing the cancellation of two hundred (200) shares of its common
stock, par value $6.00 per share.

           3. The aggregate number of issued shares, after giving effect to such
cancellation is 1,495,444 shares of its common stock, par value $5.00 per share.

           4. The amount of the stated capital of the corporation,  after giving
affect to such cancellation is $7,477,220.

DATED January 14, 1969.

FIRST CAPITAL CORP.

By /s/ ROBERT M. HEARIN
         Robert M. Hearin, President

By /s/ JOHN B. TULLOS
         John B. Tullos, Secretary

<PAGE>

STATE OF MISSISSIPPI

COUNTY OF HINDS

           I, the undersigned notary public, do hereby certify that on this 14th
day of January,  1969,  personally  appeared  before me, ROBERT M. HEARIN,  who,
being by me first duty sworn, declared that he is the President of FIRST CAPITAL
CORP., that he executed the foregoing  document as President of the corporation,
and that the statements therein contained are true.

/s/ MARGARET T. WILDER
    NOTARY PUBLIC

My Commission Expires: May 2, 1969

(SEAL)

<PAGE>

                              STATE OF MISSISSIPPI

                          OFFICE OF SECRETARY OF STATE
                                     JACKSON

                            CERTIFICATE OF AMENDMENT

                                       OF

                               FIRST CAPITAL CORP.
                                changing name to
                            FIRST CAPITAL CORPORATION

           The  undersigned,  as Secretary of State of the State of Mississippi,
hereby  certifies  that  duplicate  originals  of Articles of  Amendment  to the
Articles of  Incorporation  of the above  corporation  duly signed and  verified
pursuant to the provisions of the  Mississippi  Business  Corporation  Act, have
been received in this office and are found to conform to Law.

           ACCORDINGLY  the  undersigned,  as such  Secretary  of State,  and by
virtue of the authority  vested in him by Law, hereby issues this Certificate of
Amendment  to the  Articles of  Incorporation  and  attaches  hereto a duplicate
original of the Articles of Amendment.

SEAL

Given under my hand and seal of Office, this the 7th day of January, 1970.

/s/ HEBER LADNER
    SECRETARY OF STATE

<PAGE>

                          (TO BE EXECUTED IN DUPLICATE)

                              ARTICLES OF AMENDMENT

                                     TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                               FIRST CAPITAL CORP.

           Pursuant to the provisions of Section 61 of the Mississippi  Business
Corporation Act, the undersigned  corporation  adopts the following  Articles of
Amendment to its Articles of Incorporation:

          FIRST:  The name of this corporation is First Capital Corp.

          SECOND: The following amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on November 11, 1969 , in the
manner prescribed by the Mississippi Business Corporation Act:  The name of
FIRST CAPITAL CORP. be changed from FIRST CAPITAL CORP. to FIRST CAPITAL
CORPORATION.

          THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 1,495,444, and the number of shares entitled to vote
thereon was 1,495,444.

          FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:


        CLASS        (NOTE 1)            NUMBER OF SHARES
        ------       --------            ----------------
        Common                              1,496,444

          FIFTH:  The number of shares voted for such  amendment was  unanimous;
and the number of shares voted against such amendment was -0-.

          SIXTH:  The number of shares of each class entitled to vote thereon as
a class voted for and against such amendment, respectively, was:

                                         NUMBER OF SHARES VOTED
         CLASS       (NOTE 1)               FOR         AGAINST
         ------      --------            ---------      -------
         Common                          Unanimous        -0-

           SEVENTH: The manner, if not set forth in such amendment, in which any
exchange,  reclassification or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: (Note 2) No Change.

<PAGE>

          EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital (expressed in
dollars) as changed by such amendment, are as follows: (Note 2)  No Change.

          Dated January 1, 1970

          FIRST CAPITAL CORPORATION
          (Exact Corporate Title)

          By /s/ ROBERT M. HEARIN
                 Its President

          By /s/ JOHN B. TULLOS
                 Its Secretary

          Notes: 1. If inapplicable, insert "None".
                 2. If inapplicable, insert "No Change".

STATE OF MISSISSIPPI
COUNTY OF HINDS

          I, Mrs. Jean Turnage,  a notary public, do hereby certify that on this
7th day of January,  1970,  personally  appeared  before me Robert M. Hearin and
John B. Tullos,  who,  being by me first duty sworn,  declared that they are the
President and Secretary,  respectively,  of First Capital Corporation, that they
executed the foregoing  document as President and Secretary of the  corporation,
and that the statements therein contained are true.

/s/ MRS. JEAN TURNAGE
    Notary Public

My Commission Expires March 31, 1970
(NOTARIAL SEAL)

<PAGE>

                              STATE OF MISSISSIPPI

                          OFFICE OF SECRETARY OF STATE

                                     JACKSON

                            CERTIFICATE OF AMENDMENT

                                       OF

                            FIRST CAPITAL CORPORATION

       The  undersigned,  as  Secretary  of State of the  State of  Mississippi,
hereby  certifies  that  duplicate  originals  of Articles of  Amendment  to the
Articles of  Incorporation  of the above  corporation  duty signed and  verified
pursuant to the provisions of the  Mississippi  Business  Corporation  Act, have
been received in this office and are found to conform to law.

          ACCORDINGLY the undersigned, as such Secretary of State, and by virtue
of the  authority  vested  in him by Law,  hereby  issues  this  Certificate  of
Amendment  to the  Articles of  Incorporation  and  attaches  hereto a duplicate
original of the Articles of Amendment.

[SEAL]

Given under my hand and seat of Office, this the 7th day of December 1984.

/S/ DICK MOLPUS
    SECRETARY OF STATE

<PAGE>

                              ARTICLES OF AMENDMENT

                                     TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                            FIRST CAPITAL CORPORATION

           Pursuant to the provisions of the  Mississippi  Business  Corporation
Act, the undersigned  corporation  adopts the following Articles of Amendment to
its Articles of Incorporation:

           FIRST:  The name of this corporation is FIRST CAPITAL CORPORATION.

           SECOND: The following  Amendment to the Articles of Incorporation was
adopted by the  Shareholders  of the  corporation  on December  6, 1984,  in the
manner prescribed by the Mississippi Business Corporation Act:

                   Article  Fourth of the  Articles  of  incorporation  of First
                   Capital Corporation is hereby amended as follows:

                   FOURTH:  The aggregate number of shares which the corporation
                   shall have  authority  to issue is ten  million  (10,000,000)
                   having a par value of two and 50/100 Dollars ($2.50) each.

                   Each issued and outstanding  share of the common stock of the
                   corporation  as of the close of  business on December 7, 1984
                   shall be split into two shares of common  stock,  each with a
                   par value of two and 50/100 Dollars ($2.50)

           THIRD:  The number of shares of the  corporation  outstanding  at the
time of the adoption of the  Amendment  was  2,179,015  and the number of shares
entitled to vote thereon was  2,179,015.  No shares were entitled to vote on the
Amendment as a class.

           FOURTH:  The number of shares voted for the  Amendment  was 1,725,232
and the number of shares voted against the Amendment was 4,178.

<PAGE>

           FIFTH: The amendment does not effect a change in the amount of stated
capital of the corporation.

           DATED this the 6th day of December, 1984.

FIRST CAPITAL CORPORATION

By: /s/ R D CHOTARD
        President

By: /s/ JOHN B TULLOS
        Secretary

STATE OF MISSISSIPPI

COUNTY OF HINDS

           Personally  appeared before me, the undersigned  authority in and for
the  aforesaid   jurisdiction,   the  within  named  Richard  D.  CHOTARD,   who
acknowledged that he is the President of FIRST CAPITAL CORPORATION,  and John B.
Tullos, who acknowledged that he is the Secretary of FIRST CAPITAL  CORPORATION,
a Mississippi  corporation,  and that for and on behalf of said corporation they
signed and  delivered  the  foregoing  Articles of  Amendment to the Articles of
Incorporation of First Capital Corporation on the day and year therein mentioned
as its act and dead, being first duty authorized so to do.

           GIVEN under my hand and official seal of office,  this the 6th day of
December, 1984.

/s/ MARGARET T. WILDER
    NOTARY PUBLIC

My Commission Expires August 16, 1985
STATE OF MISSISSIPPI

<PAGE>

                          OFFICE OF SECRETARY OF STATE

                                     JACKSON

                            CERTIFICATE OF AMENDMENT

                                       OF

                            FIRST CAPITAL CORPORATION

           The  undersigned,  as Secretary of State of the State of Mississippi,
hereby  certifies  that  duplicate  originals  of Articles of  Amendment  to the
Articles of  Incorporation  of the above  corporation  duty signed and  verified
pursuant to the provisions of the  Mississippi  Business  Corporation  Act, have
been received in this office and are found to conform to law.

           ACCORDINGLY  the  undersigned,  as such  Secretary  of State,  and by
virtue of the authority  vested in him by law, hereby issues this Certificate of
Amendment  to the  Articles of  Incorporation  and  attaches  hereto a duplicate
original of the Articles of Amendment.

[SEAL]

           Given under my hand and Seal of Office, this the 5th day of September
1986.

/s/ DICK MOLPUS
    SECRETARY OF STATE

<PAGE>

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                            FIRST CAPITAL CORPORATION

           Pursuant to the provisions of the  Mississippi  Business  Corporation
Act, the undersigned  corporation  adopts the following Articles of Amendment to
its Articles of Incorporation:

           FIRST:  The name of this corporation is FIRST CAPITAL CORPORATION.

           SECOND: The following  Amendment to the Articles of Incorporation was
adopted by the Shareholders of the corporation on August 26, 1986, in the manner
prescribed by the Mississippi Business Corporation Act:

                   Article  Fourth of the  Articles  of  Incorporation  of First
                   Capital Corporation is hereby amended as follows:

                   The aggregate  number of shares which the  corporation  shall
                   have the  authority  to issue is forty  million  (40,000,000)
                   having no par value.

                   Each issued and outstanding  share of the common stock of the
                   corporation  as of the close of business on September 5, 1988
                   shall be split into two shares of common stock,  each with no
                   par value.

           THIRD:  The number of shares of the  corporation  outstanding  at the
time of the adoption of the  Amendment  was  4,358,030  and the number of shares
entitled to vote thereon was  4,358,030.  No shares were entitled to vote on the
Amendment as a class.

           FOURTH:  The number of shares voted for the  Amendment  was 3,190,177
and the number of shares voted against the Amendment was 5,512.

           FIFTH: The Amendment does not effect a change in the amount of stated
capital of the corporation.

DATED this the 3rd day of September 1986.

FIRST CAPITAL CORPORATION

BY: /s/ RICHARD D. CHOTARD, PRESIDENT
BY:/s/  DAVID R. CARTER, SECRETARY

STATE OF MISSISSIPPI
COUNTY OF HINDS

           Personally  appeared before me, the undersigned  authority in and for
the  aforesaid   jurisdiction,   the  within  named  Richard  D.  CHOTARD,   who
acknowledged that he is the President of FIRST CAPITAL CORPORATION, and David R.
Carter, who acknowledged that he is the Secretary of FIRST CAPITAL  CORPORATION,
a Mississippi  corporation,  and that for and on behalf of said corporation they
signed and  delivered  the  foregoing  Articles of  Amendment to the Articles of
Incorporation of First Capital Corporation on the day and year therein mentioned
as its act and deed, being first duty authorized so to do.

           GIVEN under my hand and official seal of office,  this the 3rd day of
September, 1986.

/s/ MARGARET T. WILDER NOTARY PUBLIC
My Commission Expires August 11, 1989

<PAGE>

                               ARTICLES OF MERGER

                     FIRST CAPITAL ACQUISITION CORPORATION,
                           A MISSISSIPPI CORPORATION,

                                       AND

                           FIRST CAPITAL CORPORATION,
                            A MISSISSIPPI CORPORATION

           Pursuant to the provisions of the  Mississippi  Business  Corporation
Law,  as  amended,   First  Capital  Acquisition   Corporation,   a  Mississippi
corporation ("FCA"), and First Capital  Corporation,  a Mississippi  corporation
("FCC"),  hereby  adopt the  following  Articles  of Merger  for the  purpose of
merging FCA with and into FCC.

1. PARTIES TO THE MERGER.  The names of the merging  corporations and the states
under the Laws of which they are respectively organized are:

         Name                                                State
-------------------------------------                     -----------
First Capital Acquisition Corporation                     Mississippi
First Capital Corporation                                 Mississippi

2. PLAN OF MERGER. The following Plan and Agreement of Merger was adopted by the
Board of Directors of FCC as owner of all the issued and  outstanding  shares of
the common stock of FCA on June 9, 1987.

                          PLAN AND AGREEMENT OF MERGER

     First Capital Acquisition  Corporation,  a Mississippi corporation ("FCA"),
shall  be  merged  with  and  into  First  Capital  Corporation,  a  Mississippi
corporation  ("FCC") pursuant to Miss. Code Ann. Section  79-3-149,  with FCC as
the surviving corporation.

     1. The subsidiary corporation is FCA and the name of the corporation owning
at  least 95  percent  of its  shares  which is  hereinafter  designated  as the
surviving corporation is FCC.

     2. On the  effective  date of the  merger,  all the issued and  outstanding
shares of the common stock of FCA shall be canceled.

<PAGE>

     3.FCC as sole shareholder of FCA hereby waives the mailing of a copy of the
Plan and Agreement of Merger to it as shareholder of FCA.

3. STOCK  OWNERSHIP.  FCA has one  thousand  shares of common  stock,  $1.00 par
value, outstanding all of which are owned by FCC.

4. As sole  shareholder  of FCA,  FCC waived the  mailing to it of a copy of the
Plan and Agreement of Merger.

DATED this the 31st day of August, 1987.

FIRST CAPITAL CORPORATION

/s/ RICHARD D. CHOTARD
    RICHARD D. CHOTARD,
    Its President

ATTEST:

    BY: /s/ DAVID R. CARTER,
            Its Secretary

FIRST CAPITAL ACQUISITION CORPORATION

/s/ RICHARD D. CHOTARD
    RICHARD D. CHOTARD,
    Its President

ATTEST:

BY: /s/ JOHN B. TULLOS
        JOHN B. TULLOS,
        Its Secretary

STATE OF MISSISSIPPI

COUNTY OF HINDS

           Personally  appeared before me, the undersigned  authority in and for
the  aforesaid   jurisdiction,   the  within  named  Richard  D.  CHOTARD,   who
acknowledged  to me that he is the President of First Capital  Corporation,  and
that he signed and delivered the foregoing  instrument of writing on the day and
year therein mentioned for and on behalf of said corporation and as its official
act and deed, being duly authorized so to do.

<PAGE>

GIVEN UNDER MY HAND and official seal, this the 31st day of August, 1987.

/s/ MARGARET T. WILDER
    Notary Public

My Commission expires: August 13, 1989

STATE OF MISSISSIPPI

COUNTY OF HINDS

           Personally  appeared before me, the undersigned  authority in and for
the  aforesaid   jurisdiction,   the  within  named  Richard  D.  CHOTARD,   who
acknowledged  to me  that  he is the  President  of  First  Capital  Acquisition
Corporation,  and that he signed  and  delivered  the  foregoing  instrument  of
writing  on the  day and  year  therein  mentioned  for  and on  behalf  of said
corporation and as its official act and deed, being duty authorized so to do.

GIVEN UNDER MY HAND and official seal, this the 31st day of August, 1987.

/s/ MARGARET T. WILDER
    Notary Public

My Commission expires: August 13, 1989

<PAGE>

                              ARTICLES OF AMENDMENT

                                       OF

                            FIRST CAPITAL CORPORATION

           The undersigned  corporation,  pursuant to the  Mississippi  Business
Corporation  Act, as amended,  hereby  executes the following  document and sets
forth;

           1. The name of the corporation is First Capital Corporation.

           2. The  following  amendment  to Article  "First" of the  Articles of
Incorporation  was adopted by the  shareholders  of the Corporation on March 13,
1990, in the manner prescribed by the Mississippi Business Corporation Act.

           First:    The name of the Corporation is Trustmark Corporation.

           3. The number of shares of the corporation outstanding at the time of
the adoption of the  amendment was  9,825,461  shares of common  stock,  and the
number of votes entitled to be cast on the amendment was  9,825,461.  The number
of votes indisputably represented at the meeting was 7,968,481. The total number
of votes  cast in favor of the  amendment  was  7,833,836  and the total  number
abstaining or cast against the amendment was 134,645. No shares were entitled to
vote as a separate voting group.

           4. This amendment shall be effective as of 5:00 o'clock,  p.m., local
time, on March 14, 1990.

Dated this 14th day of March 1990.

FIRST CAPITAL CORPORATION

BY: /s/ FRANK R. DAY
        FRANK R. DAY,
        ITS PRESIDENT

<PAGE>

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                              TRUSTMARK CORPORATION

           Pursuant to the  provision of the  Mississippi  Business  Corporation
Act, the undersigned  corporation  adopts the following Articles of Amendment to
its Articles of Incorporation:

           FIRST: The name of this corporation is TRUSTMARK CORPORATION.

           SECOND: The following  Amendment to the Articles of Incorporation was
adopted by the  Shareholders of the corporation in the manner  prescribed by the
Mississippi Business Corporation Act:

           Article  Fourth  of  the  Articles  of   Incorporation  of  Trustmark
Corporation is hereby amended as follows:

           The aggregate  number of shares which the corporation  shall have the
authority to issue is one hundred million (100,000,000) having no par value.

           THIRD: N/A

           FOURTH: The amendment to the Articles of Incorporation was adopted by
the shareholders on March 14, 1995.

           FIFTH: N/A

           SIXTH: (i) 34,910,683  shares of common stock were outstanding at the
time of the adoption of the amendment and 34,910,683 shares of common stock were
entitled to vote thereon and 29,146,112  shares of common stock were represented
at the meeting with each share having one vote. There is no other voting group.

                  (ii) The number of common  shares voted for the  Amendment was
27,067,028  and the number of common  shares  voted  against the  Amendment  was
1,494,583 with 314,023 common shares abstaining.

<PAGE>

Dated this the 27th day of March, 1995

TRUSTMARK CORPORATION

BY: /s/ FRANK R. DAY
        Frank R. Day
        Chairman and President

BY: /s/ HARRY M. WALKER
        Harry M. Walker
        Secretary

STATE OF MISSISSIPPI

COUNTY OF HINDS

           Personally  appeared before me, the undersigned  authority in and for
the aforesaid jurisdiction, the within named Frank R. Day, who acknowledged that
he is Chairman and President of TRUSTMARK CORPORATION,  and Harry M. Walker, who
acknowledged  that he is the Secretary of TRUSTMARK  CORPORATION,  a Mississippi
corporation,  and that for and on behalf of said  corporation  they  signed  and
delivered the foregoing  Articles of Amendment to the Articles of  Incorporation
of Trustmark  Corporation  on the day and year therein  mentioned as its act and
deed, being first duty authorized so to do.

Given  under my hand and  official  seal of office,  this the 27th day of March,
1995.

/s/ TINA LOUISE COLE GINN
    Notary Public

My Commission Expires: January 12, 1990
<PAGE>

                  OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
               P. O. BOX 136, JACKSON, MS 39205-0136 (601)359-1333
                              ARTICLES OF AMENDMENT

The  undersigned   persons,   pursuant  to  Section   79-4-10.06  (if  a  profit
corporation)  or  Section   79-11-305  (if  a  nonprofit   corporation)  of  the
Mississippi Code of 1972, hereby execute the following document and set forth:

1.   Type of Corporation - Profit
2.   Name of Corporation - Trustmark Corporation
3.   Not applicable
4.   Set forth the text of each amendment  adopted - The following  amendment to
     the Articles of Incorporation  was adopted by the Shareholders of Trustmark
     Corporation  in  the  manner   prescribed  by  the   Mississippi   Business
     Corporation  Act.  Article  Fourth  of the  Articles  of  Incorporation  of
     Trustmark Corporation is hereby amended as follows: The aggregate number of
     shares  which the  corporation  shall  have the  authority  to issue is two
     hundred fifty million (250,000,000) having no par value.
5.   Not applicable
6.   The  amendment  was  adopted  on - April 14,  1998 and was  adopted  by the
     shareholders.
7.   If the amendment was approved by shareholders (a) The  designation,  number
     of outstanding  shares,  number of votes entitled to be cast by each voting
     group entitled to vote  separately on the amendment and the number of votes
     of  each  voting  group  indisputably  represented  at  the  meeting  were:
     Designation - Common, Number of outstanding shares - 36,370,354,  Number of
     votes  entitled to be cast -  36,370,354  and Number of votes  indisputably
     represented - 28,172,178 (b) The total number of votes cast for and against
     the  amendment  by each voting  group  entitled to vote  separately  on the
     amendment  was:  Voting  group - Common,  Total  number of votes cast FOR -
     26,438,456 and Total number of votes cast AGAINST - 1,603,422.
8.   Not applicable

                        By (Signature):   /s/ Richard G. Hickson
                           (Printed Name)     Richard G. Hickson
                           (Title)            CEO and President


Filed 4/21/98, Eric Clark, Secretary of State, State of Mississippi

<PAGE>

                    AMENDMENT TO ARTICLES OF INCORPORATION

                                       OF

                              TRUSTMARK CORPORATION

         The following Amendment to the Articles of Incorporation was adopted by
the  Shareholders  of  Trustmark  Corporation  in the manner  prescribed  by the
Mississippi Business Corporation Act.

Article  Fourth of the Articles of  Incorporation  of Trustmark  Corporation  is
hereby amended as follows:

         The aggregate  number of shares the  corporation is authorized to issue
         is (i) two hundred fifty million  (250,000,000) shares of no-par common
         stock, and (ii) twenty million  (20,000,000) shares of no-par preferred
         stock.

         The common stock of the  corporation  may be issued in such amounts and
         for such  consideration as determined from time to time by the Board of
         Directors.  The  holders of common  stock shall have  unlimited  voting
         rights  and,  subject to the  preferences  and  rights,  if any, of any
         holders of any other class of stock, holders of common stock shall have
         the right to receive such  dividends  as may be declared,  from time to
         time,  by the Board of  Directors  and shall be entitled to receive the
         net assets of the corporation upon liquidation.

         The Board of Directors of the  corporation is authorized,  subject only
         to any limitations  prescribed by law and the articles of incorporation
         of the  corporation  to provide for the issuance of shares of preferred
         stock of the  corporation  in one or more classes or series without any
         further action of the  shareholders  of the  corporation by filing such
         Articles of Amendment as may be required by law establishing the number
         of such  shares  to be  issued  and  the  designation,  powers,  terms,
         preferences, rights and limitations thereof. The authority of the Board
         of Directors with respect to a class or series shall  include,  but not
         be limited to, the authority to determine the following:

         (i)      The number of shares constituting that class or series and the
                  distinctive designation of that class or series;

         (ii)     The  dividend  rate on the  shares  of that  class or  series,
                  whether dividends shall be cumulative,  and, if so, from which
                  date or dates, and the relative rights and priorities, if any,
                  of the right to the  payment  of  dividends  on shares of that
                  class or series;

         (iii)    Whether  that  class or series  shall  have  voting  rights in
                  addition to any voting rights required by law, and, if so, the
                  terms of such voting rights;

         (iv)     Whether that class or series shall have conversion privileges,
                  and,  if so,  the terms  and  conditions  of such  conversion,
                  including  provisions for adjustment of the conversion rate as
                  a consequence  of such events as the Board of Directors  shall
                  determine;

         (v)      Whether  or not the  shares of that  class or series  shall be
                  redeemable,  and,  if so,  the  terms and  conditions  of such
                  redemption,  including  the date or dates upon or after  which
                  they  shall  be  redeemable,  and  the  amount  or  method  of
                  determining the amount payable in case of redemption;

         (vi)     Whether that class or series shall have a sinking fund for the
                  redemption or purchase of shares of that class or series, and,
                  if so, the terms and amount of such sinking fund;

         (vii)    The  rights of the shares of that class or series in the event
                  of  voluntary  or  involuntary  liquidation,  dissolution,  or
                  winding-up  of the  corporation,  and the relative  rights and
                  priorities,  if any,  of  payment  of shares of that  class or
                  series; and

         (viii)   Any other relative  rights,  preferences,  and  limitations of
                  that class or series.

By:     Signature       /s/ Richard G. Hickson
                        ----------------------
        Printed Name    Richard G. Hickson
        Title           President


Filed 04/23/2002
ERIC CLARK
Secretary of State
State of Mississipp

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</DOCUMENT>
