SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
TRUSTMARK CORPORATION
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
March 10, 2004
Dear Shareholder:
You are cordially invited to attend Trustmark Corporation's annual meeting of
shareholders. This meeting will be held in the Windsor I Ballroom at the Crowne
Plaza Hotel, located at 200 East Amite Street, Jackson, Mississippi, on Tuesday,
April 20, 2004 at 2:00 p.m.
At the meeting, shareholders will elect a board of directors and transact such
other business as may properly come before the meeting. Prior to the meeting,
please carefully read the accompanying proxy statement for 2003.
Thank you for your support of Trustmark.
Sincerely,
/s/ Richard G. Hickson
Richard G. Hickson
Chairman and Chief Executive Officer
Trustmark Corporation
248 East Capitol Street
Jackson, MS 39201
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DATE AND TIME...............Tuesday, April 20, 2004, 2:00 p.m.
LOCATION....................Windsor I Ballroom
Crowne Plaza Hotel
200 East Amite Street
Jackson, Mississippi 39201
ITEMS OF BUSINESS...........(1) To elect a board of twelve directors
to hold office for the ensuing year or
until their successors are elected and
qualified.
(2) To transact such other business as may
properly come before the meeting.
RECORD DATE.................Shareholders of record on February 20, 2004 are
eligible to vote at the meeting in person or by
proxy.
PROXY VOTING/REVOCATION.....You are urged to sign and return the enclosed
proxy promptly, whether or not you plan to
attend the meeting. If you do attend the
meeting, you may revoke your proxy prior to the
voting thereof. You may also revoke your proxy
at any time before it is voted by written
notice to the Secretary of Trustmark
Corporation or by delivery to the Secretary of
a subsequently dated proxy.
T. Harris Collier III
Secretary to the Board
TABLE OF CONTENTS
General Information.......................................................
Solicitation by the Board of Directors.............................
Meeting Location, Date and Time....................................
Shareholders Entitled to Vote......................................
Required Vote......................................................
How to Vote........................................................
Revocation of Proxies..............................................
Voting on Other Matters............................................
Cost of Proxy Solicitation.........................................
Corporate Governance......................................................
Board Mission......................................................
Meetings of the Board of Directors.................................
Director Attendance at Annual Meeting..............................
Director Independence..............................................
Lead Director......................................................
Committees of the Board of Directors...............................
Audit and Finance Committee...............................
Executive Committee.......................................
Human Resources Committee.................................
Nominating Committee......................................
Strategic Planning Committee..............................
Committee Membership...............................................
Director Compensation..............................................
Communications with Directors......................................
Nomination of Directors............................................
Director Qualifications............................................
Personal Traits...........................................
Leadership Qualities......................................
Individual Competencies...................................
Election of Directors.....................................................
The Nominees..............................................................
Performance Graph.........................................................
Stock.....................................................................
Securities Ownership by Certain Beneficial Owners and Management...
Section 16(a) Beneficial Ownership Reporting Compliance............
Executive Compensation....................................................
Compensation Tables................................................
Option Grants in 2003..............................................
Option Exercises and Year-End Option Values........................
Pension Plan.......................................................
Supplemental Retirement Plan.......................................
Employment Agreements..............................................
Human Resources Committee Report on Executive Compensation.........
Chief Executive Officer Compensation - 2003...............
Executive Officers' Compensation - 2003...................
Committee Composition.....................................
Transactions with Management..............................................
Audit and Finance Committee Report........................................
Independent Public Accountants.....................................
Committee Review and Discussion....................................
Accounting Fees....................................................
Pre-Approval Policy................................................
Audit and Finance Committee Charter................................
Proposals of Shareholders.................................................
Exhibit A, Audit and Finance Committee Charter............................
GENERAL INFORMATION
Solicitation by the Board of Directors
This proxy statement is being sent on or about March 10, 2004, in
connection with the solicitation by the Board of Directors of Trustmark
Corporation (Trustmark) of proxies to be voted at the 2004 Annual Meeting of
Shareholders and at any adjournment or postponement thereof, for the purposes
set forth in the foregoing Notice of Annual Meeting of Shareholders.
Meeting Location, Date and Time
The Annual Meeting of Shareholders will be held in the Windsor I Ballroom
of the Crowne Plaza Hotel, located at 200 East Amite Street, Jackson,
Mississippi 39201, on Tuesday, April 20, 2004, at 2:00 p.m.
Shareholders Entitled to Vote
Shareholders of record at the close of business on February 20, 2004, are
entitled to notice of and to vote at the meeting in person or by proxy. On the
record date, Trustmark had outstanding 58,267,358 shares of common stock.
Required Vote
A majority of the shares outstanding constitutes a quorum. In the election
of directors, each shareholder may vote his shares cumulatively by multiplying
the number of shares he is entitled to vote by the number of directors to be
elected. This product constitutes the number of votes the shareholder may cast
for one nominee or by distributing this number of votes among any number of
nominees. Each share is entitled to one vote on other issues, and the issue will
be approved if the votes cast in favor of the action exceed the votes cast
opposing the action. Abstentions are counted for purposes of determining a
quorum, but are not otherwise counted.
All valid proxies received by Trustmark will be voted in accordance with
the instructions indicated in such proxies. If no instructions are indicated in
an otherwise properly executed proxy, it will be voted for the slate of
directors proposed by the Board of Directors.
How to Vote
Shareholders of record can vote in person at the annual meeting or by
proxy without attending the annual meeting.
To vote by proxy, either:
1. Complete the enclosed proxy card, sign, date and return it in the
enclosed postage-paid envelope,
2. Vote by telephone (instructions are on the proxy card), or
3. Vote by Internet (instructions are on the proxy card).
Revocation of Proxies
Any shareholder may revoke a proxy at any time before it is voted by
written notice to the Secretary, by revocation at the meeting, or by delivery to
the Secretary of a subsequently dated proxy.
Voting on Other Matters
The Board of Directors is not aware of any additional matters likely to be
brought before the meeting. If other matters do come before the meeting, the
persons named in the accompanying proxy or their substitutes will vote the
shares represented by such proxies in accordance with the recommendations of the
Board of Directors of Trustmark.
Cost of Proxy Solicitation
Solicitation of proxies will be primarily by mail. Associates of Trustmark
and its subsidiaries may be used to solicit proxies by means of telephone or
personal contact, but will not receive any additional compensation for doing so.
Banks, brokers, trustees, and nominees will be reimbursed for reasonable
expenses incurred in sending proxy materials to the beneficial owners of such
shares. The total cost of the solicitation will be borne by Trustmark.
CORPORATE GOVERNANCE
In December 2000, Trustmark's Board of Directors created a Governance
Committee to perform a comprehensive evaluation of Trustmark's approach to
corporate governance. With the assistance of an outside consulting firm
specializing in corporate governance, the Committee analyzed numerous corporate
governance topics including:
o Role, structure and composition of the Board and committees,
o Committee charters, calendars, and decision accountabilities,
o Required Board/Director competencies and traits,
o Nomination, selection, and succession procedures for Directors, and
o Board performance evaluation.
As a result of this analysis, Trustmark implemented an enhanced governance
structure in April 2002. The effectiveness and efficiency of Trustmark's
corporate decision-making processes were improved through the implementation of
a committee structure and revised Director accountabilities that best enable the
Board to address issues such as business growth, human capital, and technology.
Provisions of Trustmark's governance structure include, among other
things, a retirement age of 65 for Directors, required notification of changes
in professional responsibilities and residence, a Director's attendance policy,
as well as the authority to seek advice or counsel from external advisers on an
as-needed basis.
Board Mission
The role of the Board is to foster Trustmark's long-term success
consistent with its fiduciary responsibilities to shareholders. As part of this
role, Trustmark's Board is responsible for:
o Providing strategic guidance and oversight,
o Acting as a resource on strategic issues and in matters of planning
and policymaking,
o Ensuring that management's operations contribute to Trustmark's
financial soundness,
o Promoting social responsibility and ethical business conduct,
o Providing insight and guidance on complex business issues and
problems in the banking and financial services industries,
o Ensuring that an effective system is in place to facilitate
selection, succession planning, and compensation of the Chief
Executive Officer, and
o Ensuring Trustmark's compliance with all relevant legal and
regulatory requirements.
The Board also adopted a formal mission statement for the Board and its
committees to address the governance guidelines and responsibilities of each.
Likewise, the Board has adopted codes of conduct for Directors, senior financial
officers, and associates. These materials are available on Trustmark's website
at www.trustmark.com, or may be obtained by written request addressed to the
Secretary of the Board, Trustmark Corporation, Post Office Box 291, Jackson, MS
39205-0291.
Meetings of the Board of Directors
The Board of Directors met seven times in 2003. Each Director attended at
least 75 percent of the total number of meetings of the Board of Directors and
Board committees of which he or she was a member in 2003. The non-management
Directors met twice during the year without members of management, with Matthew
L. Holleman III, Chairman of the Executive Committee, presiding over these
sessions.
Director Attendance at Annual Meeting
Directors are expected to attend the Annual Meeting of Shareholders, and
in 2003, eleven of the twelve directors were present.
Director Independence
The Board has affirmatively determined that all Directors, with the
exception of the Chairman and CEO, Richard G. Hickson, meet the requirements of
independence under NASDAQ Rule 4200.
Lead Director
Trustmark's Chairman of the Board also serves as CEO. Therefore, under the
governance guidelines set forth in Trustmark's Board Mission Statement, the
Chairman of the Executive Committee, Matthew L. Holleman III, serves as the
Board's Lead Director. The primary responsibility of the Lead Director is to
chair Board meetings when the CEO is not present and refer to the appropriate
Board committees any issue brought to his attention by shareholders, Directors
or others.
Committees of the Board of Directors
There are five committees that collectively provide guidance on strategic
issues, planning and policymaking: Audit and Finance, Executive, Human
Resources, Nominating, and Strategic Planning. The committees are comprised
solely of independent directors, with the exception of the Executive Committee.
Audit and Finance Committee
Under the terms of its Charter, the Audit and Finance Committee meets at
least five times a year and is responsible for, among other things, annual
approval of the independent auditors, oversight of audit activities, financial
reporting and regulatory compliance, as well as approval and review of the
budget and privacy policy.
The Committee meets with the independent and internal auditors without
management present on a regular basis.
Executive Committee
The Executive Committee acts on behalf of the Board if a matter requires
Board action before a meeting of the full Board can be held. The Committee is
responsible for reviewing the corporate governance structure and annually
evaluating each Director's performance against specific performance criteria.
Human Resources Committee
The role of the Human Resources Committee is to ensure that appropriate
policies and practices are in place to facilitate the development of management
talent, orderly CEO succession planning, corporate social responsibility and the
setting of management compensation.
Nominating Committee
The Nominating Committee is charged with the responsibility of seeking,
interviewing and recommending to the Board of Directors qualified candidates for
Board and committee membership.
The Nominating Committee Mission Statement is posted on Trustmark's
website at www.trustmark.com.
Strategic Planning Committee
The Strategic Planning Committee provides guidance to management on the
strategic planning process and issues of strategic importance including business
growth and expansion, material transactions, and technology. The Committee is
also responsible for monitoring progress with Trustmark's long-term strategic
and financial objectives.
Committee Membership
The following table shows the current membership of each committee and the
number of meetings held by each committee during 2003.
Audit and Finance Executive Human Resources Nominating Strategic Planning
--------------------------------------------------------------------------------------------------------------------
J. Kelly Allgood Chair X X X
Reuben V. Anderson X Chair X
John L. Black, Jr. X
William C. Deviney, Jr. X
C. Gerald Garnett X X X X
Richard G. Hickson X
Matthew L. Holleman III Chair Chair Chair
William Neville III X X
Richard H. Puckett X
Carolyn C. Shanks X
Kenneth W. Williams X
William G. Yates, Jr. X
--------------------------------------------------------------------------------------------------------------------
2003 Meetings 5 7 4 3 4
Director Compensation
Directors receive an annual retainer of $12,000 plus $1,000 for each Board
meeting attended. The Executive Committee Chairman receives an additional
retainer of $6,000 per year. All other Executive Committee members receive an
additional retainer of $3,000 per year. All committee members and committee
chairs receive $500 and $750, respectively, for each committee meeting attended.
The CEO receives no compensation for Board or committee service.
Trustmark provides Directors the opportunity to participate in a deferred
fee plan pursuant to which participants may defer up to 100% of fees to fund a
portion of the cost of specified retirement and death benefits. Trustmark has
purchased life insurance policies on participating Directors to fund this plan.
On April 15, 2003, each non-management director received an option grant
of 2,000 shares pursuant to the Trustmark Corporation 1997 Long Term Incentive
Plan. These options vest equally over a four-year period and expire in 2013.
Communications with Directors
Shareholders desiring to contact Trustmark's Board of Directors may do so
by sending written correspondence to Board of Directors, Trustmark Corporation,
Post Office Box 291, Jackson, MS 39205-0291 or by e-mail to
BoardofDirectors@trustmark.com.
Communications will be referred to the Chairman of the Executive
Committee, who will determine the appropriate committee to receive the
communication and take any action deemed necessary by that committee.
Complaints relating to Trustmark's accounting, internal accounting
controls or auditing matters should be directed to Trustmark's General
Counsel/Secretary to the Board, Trustmark Corporation, Post Office Box 291,
Jackson, MS 39205-0291 or by calling 1-800-844-2000 (extension 5088) or
1-601-208-5088.
Nomination of Directors
Nominations for elections to the Board of Directors may be made by the
Board of Directors or by any shareholder of any outstanding class of capital
stock of Trustmark entitled to vote for the election of directors. Nominations
other than those made by or on behalf of the existing management of Trustmark,
shall be made in writing and shall be delivered or mailed to Trustmark's
Chairman of the Board not less than fourteen (14) days nor more than fifty (50)
days prior to any meeting of shareholders called for the election of directors;
provided, however, that if less than twenty-one (21) days' notice of the meeting
is given to shareholders, such nomination shall be mailed or delivered to the
Chairman of the Board not later than the close of business on the seventh (7th)
day following the day on which the notice of the meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of Trustmark that will be voted for each proposed
nominee; (d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of Trustmark owned by the notifying
shareholder.
Nominations not made in accordance with the above procedure may be
disregarded by the chairman of the meeting, at his discretion, and upon his
instructions all votes cast for each such nominee may be disregarded.
Since Trustmark's bylaws permit direct nominations by shareholders, the
Nominating Committee does not have a policy for considering nominees recommended
by shareholders. However, if a shareholder wishes to recommend an individual for
Board service, rather than directly nominate the individual as set forth above,
the shareholder may submit the individuals' name to the nominating committee in
writing addressed to Trustmark Corporation Nominating Committee, Post Office Box
291, Jackson, MS 39205-0291 or by e-mail to BoardofDirectors@trustmark.com. In
considering an individual recommended by a shareholder, but not directly
nominated, the Nominating Committee will use the same guidelines as set forth in
the Director Qualifications.
When identifying potential candidates for Director nominees, the Committee
may solicit suggestions from incumbent Directors, management or others.
Director Qualifications
The Board believes that in order to appropriately carry out their roles,
Directors must demonstrate a variety of personal traits and competencies. In
considering nominees submitted by the Board or management, the Nominating
Committee will use these traits, leadership qualities and individual
competencies to assess future Director nominees' suitability for Board service.
Personal Traits
Board service is an extremely important, high profile role, and carries
with it significant responsibility. For that reason, it is important that all
Directors possess a certain set of personal traits, including:
o Personal and Professional Integrity
o Accountability
o Informed Business Judgment
o Mature Confidence
o High Performance Standards
o Initiative/Responsiveness
o Business Credibility
Leadership Qualities
When seeking individuals to fill leadership roles, the following skill
sets are required:
o Communication Skills
o Crisis Management Skills
o Facilitation Skills
o Relationship Building/Networking
Individual Competencies
There are certain competencies that must be represented collectively by
the Directors on each board committee, but each individual Director need not
necessarily possess all of them. The specific competencies vary by committee, as
illustrated in the chart below:
Board Committees
-----------------------------------------------------
Audit & Human Strategic
Individual Director Competencies Finance Executive Resources Nominating Planning
---------------------------------------------------------------------------------------------------------------
1. Financial Acumen
Accounting & finance knowledge |X| |X| |X| |X|
Financial statement analysis |X|
Knowledge of capital markets |X| |X|
Financial planning |X|
Ability to communicate financial concepts
in lay terms |X| |X|
-----------------------------------------------------
2. Organizational Effectiveness
Talent management |X|
Understanding of compensation issues |X|
Ability to discern candidate qualifications |X|
-----------------------------------------------------
3. Strategic Direction
Vision |X| |X| |X|
Strategic perspective |X| |X| |X|
Technology knowledge |X|
Industry knowledge |X| |X| |X| |X|
ELECTION OF DIRECTORS
The Board of Directors has fixed the number of directors for the coming
year at twelve. The nominees listed herein have been proposed by the Board of
Directors for election at the meeting.
Shares represented by the proxies will, unless authority to vote is
withheld, be voted in favor of the proposed slate of twelve nominees. In the
election of Directors, each shareholder may vote his shares cumulatively by
multiplying the number of shares he is entitled to vote by the number of
Directors to be elected. This product constitutes the number of votes the
shareholder may cast for one nominee or by distributing this number of votes
among any number of nominees. The proxies reserve the right, in their
discretion, to vote cumulatively. If a shareholder withholds authority for one
or more nominees and does not direct otherwise, the total number of votes the
shareholder is entitled to cast will be distributed among the remaining
nominees.
Should any of these nominees be unable to accept the nomination, the votes
which otherwise would have been cast for that nominee will be voted for such
other persons as the Board of Directors shall nominate. Each Director is elected
to hold office until the next annual meeting of shareholders or until a
successor is elected and qualified. The persons who will be elected to the Board
of Directors will be the twelve nominees receiving the largest number of votes.
THE NOMINEES
Name and Age at Record Date Position, Principal Occupation and Directorships
--------------------------- ------------------------------------------------
J. Kelly Allgood.........63 o Retired President, BellSouth Mississippi
(Photo) o Director of Trustmark since 1991
o Trustmark Corporate Committees:
Audit and Finance - Chair
Executive
Nominating
Strategic Planning
o Other Directorships: Trustmark National Bank
Reuben V. Anderson......61 o Partner, Phelps Dunbar, L.L.P. (Attorneys)
(Photo) o Director of Trustmark since 1980
o Trustmark Corporate Committees:
Executive
Human Resources - Chair
Nominating
o Other Directorships: Trustmark National Bank,
BellSouth Corporation, Burlington Resources, Inc.,
The Kroger Company, Mississippi Chemical Corporation
John L. Black, Jr........64 o Chairman and CEO, The Waverley Group, Inc.
(Photo) (Owns and Manages Nursing Home Facilities)
o Director of Trustmark since 1990
o Trustmark Corporate Committees:
Audit and Finance
o Other Directorships: Trustmark National Bank
William C. Deviney, Jr...58 o CEO, Deviney Construction Company, Inc.
(Photo) (Telecommunications Construction)
o Director of Trustmark since 1995
o Trustmark Corporate Committees:
Human Resources
o Other Directorships: Trustmark National Bank
C. Gerald Garnett.......59 o CEO, Southern Farm Bureau Casualty Insurance Company and
(Photo) Southern Farm Bureau Property Insurance Company
o Director of Trustmark since 1993
o Trustmark Corporate Committees:
Executive
Human Resources
Nominating
Strategic Planning
o Other Directorships: Trustmark National Bank
Richard G. Hickson.......59 o Chairman, President and CEO, Trustmark Corporation
(Photo) o Director of Trustmark since 1997
o Trustmark Corporate Committees:
Executive
o Other Directorships: Trustmark National Bank, Federal
Reserve Bank of Atlanta
Matthew L. Holleman III..52 o President and CEO, Galaxie Corporation; President,
(Photo) Capitol Street Corporation, H.H. Corporation and Bay
Street Corporation (Investment Management)
o President and CEO, Mississippi Valley Gas Company
(1987-2002) (Natural Gas Distribution)
o Director of Trustmark since 1994
o Trustmark Corporate Committees:
Executive - Chair
Nominating - Chair
Strategic Planning - Chair
o Other Directorships: Trustmark National Bank
William Neville III......63 o President, The Rogue, Ltd. (Men's Retailer)
(Photo) o Director of Trustmark since 1980
o Trustmark Corporate Committees:
Executive
Nominating
o Other Directorships: Trustmark National Bank
Richard H. Puckett.......49 o CEO and President, Puckett Machinery Company
(Photo) (Distributor of Heavy Earth Moving Equipment)
o Director of Trustmark since 1995
o Trustmark Corporate Committees:
Audit and Finance
o Other Directorships: Trustmark National Bank
Carolyn C. Shanks........42 o President and CEO, Entergy Mississippi, Inc.
(Photo) (since 1999); Vice President - Finance and Administration,
Entergy Nuclear (1997 - 1999)
o Director of Trustmark since 2001
o Trustmark Corporate Committees:
Human Resources
o Other Directorships: Trustmark National Bank
Kenneth W. Williams......62 o President, Corinth Coca-Cola Bottling Works (since
(Photo) 2000); President, Refreshments, Inc., and Refreshments
of Tennessee, Inc.; Secretary/Treasurer, Tupelo Coca-
Cola Bottling Works (1975-2000)
o Director of Trustmark since 1998
o Trustmark Corporate Committees:
Audit and Finance
o Other Directorships: Trustmark National Bank
William G. Yates, Jr.....62 o President and Chairman, The Yates Companies, Inc.
(Photo) (Construction)
o Director of Trustmark since 2001
o Trustmark Corporate Committees:
Strategic Planning
o Other Directorships: Trustmark National Bank
PERFORMANCE GRAPH
The following graph compares Trustmark's annual percentage change in
cumulative total return on common shares over the past five years with the
cumulative total return of companies comprising the NASDAQ market value index
and the MG Industry Group 413. The MG Industry Group 413 is an industry index
published by Media General Financial Services and consists of 67 bank holding
companies located in the southeastern United States.
This presentation assumes that $100 was invested in shares of the relevant
issuers on December 31, 1998, and that dividends received were immediately
invested in additional shares. The graph plots the value of the initial $100
investment at one-year intervals for the fiscal years shown.
Five-Year Cumulative Total Return
------------------------------------------------------------------
Company 1998 1999 2000 2001 2002 2003
--------------- ------ ------ ------ ------ ------ ------
Trustmark 100 97.40 97.31 115.08 115.91 146.33
MG-SE Banks 100 83.17 84.91 106.79 114.29 145.92
NASDAQ Market 100 176.37 110.86 88.37 61.64 92.68
STOCK
Securities Ownership by Certain Beneficial Owners and Management
The following table reflects the number of Trustmark common shares
beneficially owned by (a) persons known by Trustmark to be the beneficial owners
of more than five percent of its outstanding shares, (b) Directors and nominees,
(c) each of the executive officers named within the Executive Compensation
section, and (d) Directors and executive officers of Trustmark as a group. The
persons listed below have sole voting and investment authority for all shares
except as indicated. Unless otherwise noted, beneficial ownership for each
outside director and nominee includes 3,250 shares, which the individual has the
right to acquire through the exercise of options granted under Trustmark's 1997
Long Term Incentive Plan (1). The percentage of outstanding shares of common
stock owned is not shown where less than one percent.
Shares
Beneficially Percent of
Owned Outstanding
Name as of 12/31/03 Shares
--------------------------------------------------- --------------------------- ------------------
Robert M. Hearin Foundation; 7,895,034(2) 13.55%
Robert M. Hearin Support Foundation
Post Office Box 16505
Jackson, MS 39236
J. Kelly Allgood 50,908
Reuben V. Anderson 25,619(3)
John L. Black, Jr. 304,450(3)
William C. Deviney, Jr. 14,850
C. Gerald Garnett 1,440,505(4) 2.47%
Richard G. Hickson 251,539(5)
Matthew L. Holleman III 7,942,454(6) 13.63%
Gerard. R. Host 111,100(3)(7)
James S. Lenoir 25,000(8)
William Neville III 155,450(9)
Richard H. Puckett 189,770(3)(10)
William O. Rainey 58,251(11)
Carolyn C. Shanks 2,650(12)
Harry M. Walker 149,797(3)(13)
Kenneth W. Williams 13,585
Williams G. Yates, Jr. 18,475(12)(14)
Directors and executive officers of Trustmark
as a group 11,190,314 19.21%
(1) Includes options exercisable within 60 days of the Annual Meeting of
Shareholders.
(2) Includes 383,928 shares owned by the Robert M. Hearin Foundation,
2,956,862 shares owned by the Robert M. Hearin Support Foundation,
4,281,244 shares owned by Capitol Street Corporation, and 273,000
shares owned by Bay Street Corporation. Capitol Street Corporation is a
100% owned subsidiary of Galaxie Corporation, which may be deemed to be
controlled by the Robert M. Hearin Support Foundation. Voting and
investment decisions concerning shares beneficially owned by the Robert
M. Hearin Foundation and the Robert M. Hearin Support Foundation are
made by the Foundations' trustees: Robert M. Hearin, Jr., Matthew L.
Holleman III, Daisy S. Blackwell, E.E. Laird, Jr., Laurie H. McRee and
Alan W. Perry.
(3) Includes shares owned by spouse and/or minor children.
(4) Includes 1,355,102 shares owned by Southern Farm Bureau Casualty
Insurance Company and 72,000 shares owned by Southern Farm Bureau
Casualty Insurance Company Employee Retirement Plan and Trust for which
nominee has shared voting and investment authority.
(5) Includes 238,856 shares which the nominee has the right to acquire
through the exercise of options granted under Trustmark's 1997 Long
Term Incentive Plan.
(6) Includes 47,420 shares owned by nominee and immediate family members
and 7,895,034 shares for which nominee has shared voting and investment
authority as a result of serving as one of six trustees of the Robert
M. Hearin Foundation and the Robert M. Hearin Support Foundation,
president and chairman of the board of Galaxie Corporation, president
and director of Capitol Street Corporation and president and director
of Bay Street Corporation. These shares are reported as beneficially
owned by the Robert M. Hearin Foundation and the Robert M. Hearin
Support Foundation.
(7) Includes 64,533 shares which the named individual has the right to
acquire through the exercise of options granted under Trustmark's 1997
Long Term Incentive Plan.
(8) Includes 23,000 shares which the named individual has the right to
acquire through the exercise of options granted under Trustmark's 1997
Long Term Incentive Plan.
(9) Includes 17,000 shares held by a corporation controlled by the nominee.
(10) Includes 45,000 shares owned by Puckett Machinery Company and 60,360
shares held by Puckett Machinery Company Profit Sharing Plan for which
nominee has either sole or shared voting and investment authority.
(11) Includes 28,500 shares which the named individual has the right to
acquire through the exercise of options granted under Trustmark's 1997
Long Term Incentive Plan.
(12) Includes 2,250 shares which the named individual has the right to
acquire through the exercise of options granted under Trustmark's 1997
Long Term Incentive Plan.
(13) Includes 66,422 shares which the named individual has the right to
acquire through the exercise of options granted under Trustmark's 1997
Long Term Incentive Plan.
(14) Includes 8,949 shares held by a corporation controlled by the nominee.
Section 16(a) Beneficial Ownership Reporting Compliance
During 2003, there were two late filings reported by beneficial owners:
one related to a sale of Trustmark shares by the spouse of Richard H. Puckett,
and the other related to a purchase of Trustmark shares by Carolyn C. Shanks and
her spouse.
Trustmark reviewed the late filers' transactions and determined there were
no short-swing liabilities owed.
EXECUTIVE COMPENSATION
Compensation Tables
The following table sets forth the aggregate compensation for the last
three fiscal years paid to Trustmark's Chief Executive Officer and the four
highest compensated executive officers.
Long-Term All Other
Annual Compensation Compensation Compensation (1)
---------------------------- ----------------- ------------------
Securities
Underlying
Stock
Options
Name and Principal (Number of
Position Year Salary Bonus Shares)
--------------------------------------------------------------------------------------------------------------------
Richard G. Hickson 2003 $ 596,458 549,959 45,000 $9,000
Chairman and CEO, 2002 550,000 550,621 45,000 9,000
Trustmark Corporation; 2001 523,958 519,868 49,000 6,239
Chairman and CEO,
Trustmark National Bank
Gerard R. Host 2003 $ 296,791 210,107 25,000 $9,000
President 2002 254,500 194,963 17,000 9,000
General Banking, 2001 241,583 183,985 19,500 6,239
Trustmark National Bank
Harry M. Walker 2003 $ 257,624 129,939 15,000 $9,000
President 2002 246,167 141,347 17,000 9,000
Jackson Metro, 2001 241,583 174,188 19,500 6,239
Trustmark National Bank
James S. Lenoir 2003 $ 183,091 86,282 6,500 $7,948
Executive Vice President and 2002 173,967 81,846 6,500 5,219
Chief Risk Officer, 2001 169,592 62,937 7,500 4,469
Trustmark National Bank
William O. Rainey 2003 $ 178,041 78,680 6,500 $9,000
Executive Vice President and 2002 168,667 83,329 6,500 9,000
Chief Banking Officer, 2001 164,292 68,156 7,500 6,044
Trustmark National Bank
(1) All other compensation represents contributions to the 401(k) plan.
Option Grants in 2003
The following table sets forth, as to each named executive officer,
information with respect to options granted on April 15, 2003, and the potential
realizable value of such options assuming a 5% and 10% compounded annual rate of
appreciation in the value of Trustmark's shares. The 5% and 10% assumed rates of
growth are required by SEC rules for illustrative purposes only. Options granted
during 2003 vest in four annual installments.
Individual Grants
---------------------------------------------- Potential Realizable Value at
Options % of Assumed Annual Rates of
Granted Options Exercise Appreciation for Option Term
in Granted Price Per Expiration -----------------------------
Name 2003 in 2003 Share (1) Date 5% 10%
------------------------ ----------------------------------------------- -----------------------------
Richard G. Hickson 45,000 12.12% $ 24.0900 4/15/2013 $681,753 $1,727,697
Gerard R. Host 25,000 6.73 24.0900 4/15/2013 378,752 959,831
Harry M. Walker 15,000 4.04 24.0900 4/15/2013 227,251 575,899
James S. Lenoir 6,500 1.75 24.0900 4/15/2013 98,475 249,556
William O. Rainey 6,500 1.75 24.0900 4/15/2013 98,475 249,556
(1) The exercise price of all options was equal to the average market price of
Trustmark's common shares on the grant date.
Option Exercises and Year-End Option Values
The table below reflects information regarding options exercised by each
named executive officer in 2003, as well as the number and value of the
remaining options held by those executive officers at December 31, 2003.
Value of Unexercised
Options at In-the-Money Options
Fiscal Year-End at Fiscal Year-End
Shares ---------------------------------- -------------------------------
Acquired Value
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---------------------- ---------------- ------------- ----------------- ---------------- -------------------------------
Richard G. Hickson N/A N/A 191,502 122,315 $1,901,043 $ 784,908
Gerard R. Host 6,071 $73,117 43,554 59,565 348,254 390,775
Harry M. Walker N/A N/A 47,943 49,565 378,138 335,775
James S. Lenoir N/A N/A 16,500 17,000 138,664 107,169
William O. Rainey N/A N/A 21,500 17,000 173,802 107,169
Pension Plan
Trustmark maintains a noncontributory pension plan (the Plan) for
associates who are 21 years or older and who have completed one year of service
with a prescribed number of hours of credited service. The following table
specifies the estimated annual benefits payable upon retirement at age 65 under
the Plan to persons in the following remuneration and years of service
classifications:
Five-Year Years of Credited Service
Average Annual -----------------------------------------------
Earnings 15 20 25 30 35
-------------- ------- ------- ------- ------- -------
$ 50,000 $ 6,297 $ 7,444 $ 8,299 $ 8,936 $ 9,410
75,000 9,446 11,166 12,449 13,405 14,114
100,000 12,595 14,888 16,599 17,873 18,819
125,000 15,743 18,610 20,749 22,341 23,524
150,000 18,892 22,332 24,898 26,809 28,229
200,000 25,189 29,776 33,198 35,746 37,639
Years of credited service for the highest paid executives are: Richard G.
Hickson - 7 years, Gerard R. Host - 20 years, Harry M. Walker - 33 years,
William O. Rainey - 22 years, James S. Lenoir - 5 years.
Benefits payable under the Plan are based on a formula that takes into
account the participant's compensation averaged over the highest consecutive
five-year period out of the most recent seven-year period and the number of
years of credited service. Compensation consists of W-2 taxable income adjusted
for associate contributions to 401(k) and cafeteria plans. Compensation does not
include group term life insurance, automobile allowance, moving expenses,
severance pay or income from stock options after 2002. After 2003, compensation
also excludes all incentive compensation, bonuses and commissions. For 2003, the
maximum benefit was $160,000 and the maximum covered compensation was $200,000.
The table assumes the entire service period was completed under the
benefit formula that is effective for service on or after January 1, 2004.
Amounts payable pursuant to the Plan are not subject to deduction for social
security.
Supplemental Retirement Plan
Trustmark provides executive officers with a non-qualified defined benefit
plan, which vests over ten years and provides retirement and death benefits
based upon a specified covered salary. The Human Resources Committee has limited
the covered salary under the plan based on the executive officers' level of
responsibilities. Normal retirement benefits under the plan are equal to fifty
percent of covered salary payable for life, but not less than ten years. Should
a participant die prior to normal retirement while the plan is in effect, the
participant's beneficiary will receive a death benefit equal to a percentage of
covered salary for ten years or until the participant would have reached their
normal retirement age, whichever is later. Life insurance contracts have been
purchased to fund payments under the plan.
Employment Agreements
Mr. Hickson entered into an amended and restated employment agreement with
Trustmark effective March 12, 2002, which provides for his employment as
Chairman and Chief Executive Officer. The agreement provides for The Human
Resources Committee to approve a base salary of not less than $400,000 and award
bonuses, stock options and other customary benefits. Bonus payments must not
exceed current base salary.
If Mr. Hickson's employment is terminated (other than for Cause, death,
disability or retirement) or in the event he resigns for Good Reason within
three years after a change in control of Trustmark, Mr. Hickson is entitled to
an amount equal to the sum of his salary immediately prior to the change in
control and the highest annual bonus earned in any of the preceding three years.
In consideration of Mr. Hickson's agreements relating to confidentiality,
non-solicitation and non-competition, Trustmark is additionally obligated to pay
Mr. Hickson an amount equal to the sum of his salary immediately prior to the
termination or resignation and the highest annual bonus earned in any of the
preceding three years, multiplied by two. Mr. Hickson is entitled to receive
customary benefits for twelve months following his termination, reduced by any
benefits received from later employment. Any outstanding unvested stock options
vest as of the change in control. Finally, Trustmark is obligated to purchase
Mr. Hickson's residence for the lesser of appraised value or $900,000 if he is
unable to sell it within four months.
If, without a change in control, Mr. Hickson is terminated (other than for
Cause, death, disability or retirement) or if he resigns for Good Reason, in
consideration of Mr. Hickson's agreements relating to confidentiality,
non-solicitation and non-competition, Trustmark is obligated to pay Mr. Hickson
an amount equal to the sum of his salary immediately prior to the termination or
resignation and the highest annual bonus earned in any of the preceding three
years, multiplied by two. Trustmark must also provide customary benefits for a
period of eighteen months following termination, reduced by any benefits
received from later employment, and purchase Mr. Hickson's residence for the
lesser of appraised value or $900,000 if he is unable to sell it within four
months.
If Mr. Hickson is terminated for Cause or if he leaves Trustmark
voluntarily, he is not entitled to any payment other than earned salary and
bonus.
Effective March 12, 2002, Trustmark entered into amended and restated
employment agreements with Gerard R. Host and Harry M. Walker.
Under these agreements, if Mr. Host or Mr. Walker's employment is
terminated (other than for Cause, death, disability or retirement) or if either
resigns for Good Reason within two years after a change in control of Trustmark,
the executive is entitled to payments equal to the sum of his base salary
immediately prior to the change in control and the highest annual bonus earned
in any of the preceding two years. Trustmark is required to continue certain
benefits for twelve months following termination or resignation, reduced by any
benefits received from later employment. Any outstanding unvested stock options
vest as of the date of termination or resignation. Additionally, Trustmark is
obligated to make certain payments in consideration of the executive's covenants
relating to confidentiality, non-solicitation and non-competition. The amount
payable is the sum of the executive's base salary and the highest annual bonus
earned in any of the preceding three years.
If, without a change in control, either executive is terminated without
Cause or if either resigns for Good Reason, Trustmark is obligated to make
certain payments in consideration of the executive's covenants relating to
confidentiality, non-solicitation and non-competition. The amount payable is the
sum of the executive's base salary and the highest annual bonus earned in any of
the preceding three years.
If Mr. Host or Mr. Walker is terminated for Cause or leave Trustmark
voluntarily, they are not entitled to any payment other than earned salary and
bonus.
For purposes of these agreements, "Cause" means (i) commission of an act
of personal dishonesty, embezzlement or fraud; (ii) misuse of alcohol or drugs;
(iii) failure to pay any obligation owed to Trustmark or any affiliate; (iv)
breach of a fiduciary duty or deliberate disregard of any rule of Trustmark or
any affiliate; (v) commission of an act of willful misconduct, or the
intentional failure to perform stated duties; (vi) willful violation of any law,
rule or regulation (other than misdemeanors, traffic violations or similar
offenses) or any final cease-and-desist order; (vii) unauthorized disclosure of
any confidential information of Trustmark or any affiliate, or engaging in any
conduct constituting unfair competition, or inducing any customer of Trustmark
or any affiliate to breach a contract with Trustmark or any affiliate.
"Good Reason" means (i) a demotion in status, title or position, or the
assignment of the person to duties or responsibilities which are materially
inconsistent with such status, title or position; (ii) a material breach of the
applicable agreement by Trustmark; (iii) a relocation of the person to a
location more than fifty miles outside of Jackson, Mississippi without the
person's consent, or, (iv) in the case of Mr. Hickson, his not being named as
the Chief Executive Officer of any successor by merger to Trustmark. In the case
of Mr. Hickson's agreement, any good faith determination of "Good Reason" made
by him shall be conclusive.
Human Resources Committee Report on Executive Compensation
Trustmark's Human Resources Committee, which held four meetings in 2003,
recommends to the Board the compensation of Trustmark's Chief Executive Officer,
as well as reviews and recommends the compensation of other executive officers
as recommended by the CEO. Compensation includes salary, bonuses, and stock
options.
Chief Executive Officer Compensation - 2003
In establishing Mr. Hickson's salary, the Committee principally considered
the salaries of chief executive officers in comparable financial institutions.
Also, the Committee considered Mr. Hickson's performance and contributions to
Trustmark.
Mr. Hickson's bonus was determined based upon Trustmark's
performance-based bonus program and was measured on individual management
effectiveness and corporate performance with regard to net income, efficiency
ratio, return on equity and earnings per share growth. In measuring corporate
performance, actual performance was measured against profit plan performance
targets established at the beginning of the year. Mr. Hickson's bonus includes a
discretionary bonus of $132,000 authorized by the Board to compensate him for
his leadership in Trustmark's entry into Florida and Texas.
In 2003, Mr. Hickson was awarded options to purchase 45,000 shares of
Trustmark's stock at $24.0900 per share, which was the average market price of
such shares on the award date. The number of options granted was designed to
provide Mr. Hickson with additional incentive-based compensation.
Executive Officers' Compensation - 2003
In establishing the salaries of Trustmark's executive officers, the
Committee considered the recommendations of the CEO, which were principally
based on compensation levels of similar positions at comparable financial
institutions.
Bonuses awarded to executive officers in 2003 were based on an incentive
program that measures performance goals. These goals measure corporate
performance, line of business performance and individual management
effectiveness.
In 2003, the Committee awarded executive officers stock options, designed
to provide additional incentive-based compensation, pursuant to Trustmark's 1997
Long Term Incentive Plan. The number of options granted is determined by
specified percentages, which varies with levels of job responsibility, of the
participants' base salaries.
Committee Composition
During 2003, no current or former executive officer of Trustmark or any of
its subsidiaries served as a member of the Human Resources Committee. The
Committee is composed of the following persons:
Reuben V. Anderson - Chair
William C. Deviney, Jr.
C. Gerald Garnett
Carolyn C. Shanks
Reuben V. Anderson is a partner in the law firm of Phelps Dunbar, L.L.P.
During 2003, Trustmark retained this firm until legal matters begun in a
previous year were concluded. Trustmark does not expect to retain this firm in
2004 or thereafter.
TRANSACTIONS WITH MANAGEMENT
No Director, executive officer, nominee, five percent shareholder, their
related entities or their immediate family members have been indebted to
Trustmark, or any subsidiaries, other than Trustmark National Bank ("TNB"), at
any time since January 1, 2003. In the ordinary course of business, TNB and its
subsidiaries have provided, and expect to provide in the future, banking,
investment and insurance services in excess of $60,000 with Directors, executive
officers, nominees, five percent shareholders, related entities and immediate
family members. Such transactions are made on substantially the same terms,
including, in the case of loans, interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons. None of
the loans involved more than the normal risks of collectibility and presented no
other unfavorable features.
During 2003, TNB engaged in business relationships with various entities
in which members of the Board of Directors have direct and indirect interests.
None of these relationships were considered material to TNB or such entity.
AUDIT AND FINANCE COMMITTEE REPORT
Trustmark's Audit and Finance Committee, which conducts the usual and
necessary activities in connection with the audit functions of Trustmark, held
five meetings during 2003.
Independent Public Accountants
On April 29, 2002, the Board of Directors, based on the recommendation of
the Audit and Finance Committee, engaged KPMG LLP (KPMG) as Trustmark's
independent accountants for a three-year period to replace Arthur Andersen LLP
(Andersen), dismissed on April 9, 2002. Andersen had served as the independent
accountant since 1992. None of Andersen's reports on the financial statements
contained an adverse opinion or a disclaimer of opinion, or were qualified or
modified as to uncertainty, audit scope, or accounting principles. There were no
disagreements with Andersen on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedure.
Representatives of KPMG are expected to be present at the annual meeting
with the opportunity to make a statement, if they desire to do so, and to be
available to respond to appropriate questions during the period generally
allotted for questions at the meeting.
The Committee has reaffirmed KPMG's engagement as the independent
accountants for 2004.
Committee Review and Discussion
The Committee reviewed and discussed with management and KPMG the
consolidated audited financial statements as of and for the three years ended
December 31, 2003. The Committee also discussed with KPMG the matters required
by Statement on Auditing Standards No. 61, Communication with Audit Committees,
as amended. The Committee received the written disclosures and the letter from
KPMG required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as amended, and discussed the independence of
KPMG. Based on this review, the Committee recommended to the Board of Directors
that the consolidated audited financial statements be included in Trustmark's
Annual Report on Form 10-K for the year ended December 31, 2003.
None of the members of Trustmark's Audit and Finance Committee serve on
the audit committee of another company, and all are independent directors as
defined by NASDAQ rules:
J. Kelly Allgood - Chair
John L. Black, Jr.
Richard H. Puckett
Kenneth W. Williams
The Securities and Exchange Commission requires that at least one member
of the audit committee qualify as a financial expert. The Board has determined
that John L. Black, Jr., meets this requirement.
Accounting Fees
The following aggregate fees were billed to Trustmark during 2003 and 2002
by KPMG for services rendered:
1. Audit Fees - Audit fees include fees for professional services in
connection with the audit of Trustmark's consolidated financial
statements, review of the interim consolidated financial statements
included in quarterly reports and services provided by KPMG in
connection with statutory and regulatory filings. Audit fees for
2003 and 2002 were $260,250 and $495,619, respectively.
2. Audit-Related Fees - Audit-related fees include fees for
professional services in connection with audits of benefit plans and
acquisition consultation. Audit-related fees for 2003 and 2002 were
$58,150 and $25,243, respectively.
3. Tax Fees - Tax fees include fees for professional services rendered
in connection with tax compliance and were $21,325 and $42,000 for
2003 and 2002, respectively.
4. All Other Fees - All other fees include fees for professional
services rendered in connection with consulting services provided
and were $700 in 2003. During 2002, KPMG did not bill Trustmark for
other fees.
Pre-Approval Policy
The Audit and Finance Committee has adopted a policy that sets forth
guidelines and procedures for the pre-approval of services to be performed by
the independent accountants, as well as the fees associated with those services.
Annually, the Committee reviews and establishes the types of services and fee
levels to be provided by the independent accountants. Any additional services or
fees in excess of the approved amount require specific pre-approval by the
Committee. The Committee has delegated to its Chairman the authority to evaluate
and approve services and fees in the event that pre-approval is required between
meetings. If the Chairman grants such approval, he will report that approval to
the full Committee at its next meeting. Non-audit services, as prohibited by the
Securities and Exchange Commission, are likewise prohibited under the
Committee's pre-approval policy.
Audit and Finance Committee Charter
The Audit and Finance Committee reviews and reassesses the adequacy of the
Committee's Charter on an annual basis. The Charter, which was amended during
2003, accompanies this proxy as Exhibit A.
PROPOSALS OF SHAREHOLDERS
Shareholders may submit proposals to be considered at the 2005 Annual
Meeting of Shareholders if they do so in accordance with applicable regulations
of the Securities and Exchange Commission.
Any shareholder proposals must be submitted to the Secretary of Trustmark
no later than November 11, 2004, in order to be considered for inclusion in
Trustmark's proxy materials for the 2005 Annual Meeting.
(LOGO)
TRUSTMARK CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 2004
The shareholder(s) hereby appoints Matthew L. Holleman III and J. Kelly Allgood,
or either of them, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated on the
reverse side of this ballot, all of the shares of Common Stock of Trustmark
Corporation that the shareholder(s) are entitled to vote at the annual meeting
of shareholders to be held in the Windsor I Ballroom at the Crowne Plaza Hotel,
located at 200 East Amite Street, Jackson, Mississippi, on Tuesday, April 20,
2004, at 2:00 p.m., Central Time.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDERS. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES FOR THE BOARD OF DIRECTORS LISTED ON THE REVERSE SIDE.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
REPLY ENVELOPE OR YOU MAY VOTE BY INTERNET OR TELEPHONE (SEE REVERSE SIDE FOR
MORE INFORMATION).
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
(Logo)
Trustmark Corporation
P.O. Box 291
Jackson, MS 39205-0291
Vote by Internet - www.proxyvote.com
Shareholders may use the Internet to transmit their voting instructions and
for electronic delivery of information up until 11:59 P.M. Eastern Time the
day before the meeting date. To vote on-line, have the proxy card in hand,
access the web site above, and follow the instructions given.
Vote by Phone - 1-800-690-6903
Shareholders may use any touch-tone telephone to transmit their voting
instructions up until 11:59 P.M. Eastern Time the day before the meeting date.
To vote by telephone, have the proxy card in hand, call the toll-free number
above, and follow the instructions given.
Vote by Mail
Shareholders should mark, sign and date their proxy card and return it in the
postage-paid envelope provided or return it to Trustmark Corporation, c/o ADP,
51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
TRUST1
KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY
TRUSTMARK CORPORATION
Items of Business
1. Election of Directors - To elect a board of twelve directors to hold
office for the ensuing year or until their successors are elected and
qualified.
Nominees:
01) J. Kelly Allgood
02) Reuben V. Anderson
03) John L. Black, Jr.
04) William C. Deviney, Jr.
05) C. Gerald Garnett
06) Richard G. Hickson
07) Matthew L. Holleman III
08) William Neville III
09) Richard H. Puckett
10) Carolyn C. Shanks
11) Kenneth W. Williams
12) William G. Yates, Jr.
For All ( )
Withhold All ( )
For All Except ( )
To withhold authority to vote, mark "For All Except" and write
the nominee's number on the line below.
-----------------------------------------------------------------
2. To transact such other business as may properly come before the meeting.
Please indicate if you plan to attend the meeting
Yes ( )
No ( )
---------------------------------- --------
Signature (PLEASE SIGN WITHIN BOX) Date
---------------------------------- --------
Signature (Joint Owners) Date
Exhibit A
TRUSTMARK CORPORATION
AUDIT AND FINANCE COMMITTEE CHARTER
The Audit and Finance Committee (the Committee) is a committee of the
Board of Directors. Its primary function is to assist the Board in fulfilling
its oversight responsibilities by monitoring Trustmark's accounting and
financial reporting process, the systems of internal controls that management
and the Board of Directors have established, and the audit process. The
Committee is neither intended nor equipped to guarantee with certainty to the
full Board and shareholders the accuracy and quality of Trustmark's financial
statements and accounting practices. Proper financial reporting, accounting, and
audit functions are collaborative efforts conducted by full-time professionals
dedicated to these purposes. The Committee oversees the work of others involved
in the financial reporting process-management, including the internal auditor,
and the independent accountant - and assesses practices and safeguards, and
encourages procedures that promote accountability on the part of the full-time
professionals.
Audit and Finance Committee members shall meet the requirements of the
National Association of Securities Dealers and the Securities and Exchange
Commission. The Audit and Finance Committee shall be comprised of three or more
Directors as determined by the Board, each of whom shall be independent
directors, free from any relationship that would interfere with the exercise of
his or her independent judgment. No member of the Committee shall participate in
the preparation of the financial statements of the company or any of its
subsidiaries. Audit and Finance Committee members must not accept any
consulting, advisory, or other compensatory fees from the company other than for
board service, and they must not be an affiliated person of the company. All
members of the Committee shall have a basic understanding of finance and
accounting and be able to read and understand fundamental financial statements,
including Trustmark's balance sheet, income statement and cash flow statement
and at least one member of the Committee shall meet the requirements of an audit
committee financial expert as defined, or the reasons why not will be disclosed.
Audit and Finance Committee members shall be appointed by the Board of
Directors on recommendation of the Executive Committee. If an Audit and Finance
Committee chairperson is not designated or present, the members of the Committee
may designate a chairperson by majority vote of the Committee membership.
The Committee shall meet at least five times annually, or more frequently
as circumstances dictate. The Audit and Finance Committee chairperson shall
prepare or approve an agenda in advance of each meeting. The Committee shall
meet privately on a regular basis with management, the director of the internal
auditing department, the independent accountants, and as a committee to discuss
any matters that the Committee or each of these groups believe should be
discussed. The Committee shall provide an open avenue of communication between
the internal auditors, the independent accountant, management, and the Board of
Directors.
The Committee shall have the power, including funding, to conduct or
authorize investigations into any matters within the Committee's scope of
responsibilities. The Committee shall be empowered to retain independent
counsel, accountants, or others to assist it in the conduct of any
investigation.
The Audit and Finance Committee's responsibilities include:
I. Oversight of Trustmark's Audit Activities
A. Recommend to the Board of Directors the independent accountants to
be nominated, approve the compensation of the independent
accountants, evaluate the independent accountants; and where
appropriate, replace the independent accountants.
B. Instruct the independent accountants that they are ultimately
accountable to the Board of Directors and the Audit and Finance
Committee and that they must directly report to the Audit and
Finance Committee.
C. Assure the objectivity and the independence of the internal auditor
and the independent accountants, including a review of management
consulting services and related fees provided by the independent
accountants. Inquire of any other relationships that the independent
accountants might have that would impair their objectivity and
independence. Actively engage in a dialogue with the independent
accountants with respect to any disclosed relationships or services.
Obtain from the independent accountants written disclosures required
by the Independence Standards Board. Establish and monitor adherence
to a pre-approval policy for use of the independent accountant.
D. Review and concur in the appointment, replacement, reassignment,
performance, or dismissal of the director of internal auditing.
E. Consider, in consultation with the independent accountants and the
director of internal auditing, the audit scope and plan of the
internal auditors and the independent accountants. Review and
approve the independent accountants' engagement letter.
F. Review with the director of internal auditing and the independent
accountants the coordination of audit effort to assure completeness
of coverage, reduction of redundant efforts, and the effective use
of audit resources.
G. Consider and review with management and the director of internal
auditing:
1. Significant findings during the year and management's
responses thereto (including the status of previous audit
recommendations).
2. Any difficulties encountered in the course of their audits,
including any restrictions on the scope of their work or
access to required information.
3. Any changes required in the planned scope of their audit plan.
4. The internal auditing department budget and staffing.
5. The internal auditing department charter.
6. Internal auditing's compliance with The IIA's Standards for
the Professional Practice of Internal Auditing.
H. Inquire of management, the director of internal auditing, and their
independent accountants about significant risks or exposures and
assess the steps that management has taken to minimize such risks to
Trustmark.
I. Consider and review with the director of internal auditing and the
independent accountants the adequacy of Trustmark's internal
controls including computerized information system controls and
security.
II. Oversight of Financial Reporting
A. Review with management and the independent accountants at the
completion of the annual examination:
1. Trustmark's annual financial statements and related footnotes.
Discuss critical accounting policies, including an assessment
of management's disclosures.
2. The independent accountants' audit of the financial statements
and his or her report thereon.
3. Any significant findings during the year and management's
responses thereto, including the status of previous audit
suggestions.
4. Any significant changes required in the independent
accountants' audit plan.
5. Any serious difficulties or disputes with management
encountered during the course of the audit.
6. All alternatives within GAAP for material items that were
discussed with management.
7. Other matters related to the conduct of the audit, which are
to be communicated to the Committee under generally accepted
auditing standards.
B. Advise management and the independent accountants that they are
expected to provide a timely analysis of significant current
financial reporting issues and practices.
C. Provide that management and the independent accountants discuss with
the Audit and Finance Committee their judgments about the quality,
not just the acceptability, of Trustmark's accounting principles as
applied in its financial reporting. Inquire as to the consistency of
Trustmark's accounting principles and their application, and the
clarity and completeness of Trustmark's financial statements, which
include related disclosures. Inquire regarding items that have a
significant impact on the representational faithfulness,
verifiability, and neutrality of the accounting information included
in the financial statements.
D. Discuss any items required to be communicated by the independent
accountants prior to filing interim financial statements. Inquire of
any disagreements with management and its resolution quarterly.
E. Review annually with general counsel legal and regulatory matters
that may have a material impact on the financial statements, related
company compliance policies, and programs and reports or inquiries
received from regulators or other governmental agencies.
F. Submit reports as required by the Securities and Exchange Commission
and/or the National Association of Securities Dealers.
G. Establish and review procedures for the receipt, retention, and
treatment of complaints regarding accounting, internal accounting
controls or auditing matters, including procedures for the
confidential, anonymous submission by employees of the company of
concerns regarding questionable accounting or auditing matters.
III. Other Audit and Finance Committee Responsibilities
A. Annually review a summary of Directors' and officers' related
transactions and potential conflicts of interest.
B. Review annually with the director of internal auditing and the
independent accountants the results of their review of Trustmark's
monitoring of compliance with Trustmark's codes of conduct.
C. Consider with management and the independent accountants the
rationale for employing audit firms other than the principal
independent accountant.
D. Maintain minutes and report committee actions to the Board of
Directors with such recommendations as the Committee may deem
appropriate.
E. Annually perform a self-assessment of Audit and Finance Committee
performance.
F. Perform such other functions as assigned by law, Trustmark's charter
or bylaws, or the Board.
G. Review and reassess the adequacy of the Committee's charter
annually. The Charter shall be approved by the Board of Directors
and published at least every three years in accordance with SEC
regulations.