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 (as permitted by Rule 14a-6(e)(2))
[x]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to 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 (set forth the amount on which  the
          filing fee is calculated and state how it was determined):

     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:

(Logo)
                                 March 14, 2003

Dear Shareholder:

You are cordially  invited to attend Trustmark  Corporation's  annual meeting of
shareholders.  This  meeting  will be held in the Grand  Ballroom  at the Hilton
Jackson,  located  at 1001 East  County  Line  Road,  Jackson,  Mississippi,  on
Tuesday, April 15, 2003 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 2002.

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
 -------------------------------------------------------------------------------

  TIME.......................Tuesday, April 15, 2003, 2:00 p.m.

  LOCATION...................Grand Ballroom
                             Hilton  Jackson
                             1001 East County Line Road
                             Jackson, Mississippi 39211

  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 17, 2003 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





                                TABLE OF CONTENTS

                                                                            Page
General Information....................................................       1
  Solicitation by the Board of Directors...............................       1
  Annual Meeting.......................................................       1
  Shareholders Entitled to Vote........................................       1
  Required Vote........................................................       1
  How to Vote..........................................................       1
  Revocation of Proxies................................................       1
  Voting on Other Matters..............................................       1
  Cost of Proxy Solicitation...........................................       1
Corporate Governance...................................................       2
  Board Mission........................................................       2
  Meetings of the Board of Directors...................................       2
  Committees of the Board of Directors.................................       2
    Audit and Finance Committee........................................       2
    Executive Committee................................................       3
    Human Resources Committee..........................................       3
    Nominating Committee...............................................       3
    Strategic Planning Committee.......................................       3
  Committee Membership.................................................       3
  Director Compensation................................................       4
Election of Directors..................................................       4
The Nominees...........................................................       5
Performance Graph......................................................       9
Stock..................................................................      10
  Securities Ownership by Certain Beneficial Owners and Management.....      10
  Section 16(a) Beneficial Ownership Reporting Compliance..............      11
Executive Compensation.................................................      12
  Compensation Table...................................................      12
  Option Grants in 2002................................................      12
  Option Exercises and Year-End Option Values..........................      13
  Pension Plan.........................................................      13
  Deferred Compensation Plan...........................................      14
  Employment Agreements................................................      14
  Human Resources Committee Report on Executive Compensation...........      15
    Chief Executive Officer Compensation - 2002........................      15
    Executive Officer Compensation - 2002..............................      15
    Committee Composition..............................................      16
Transactions with Management...........................................      16
Audit and Finance Committee Report.....................................      16
  Independent Public Accountants.......................................      16
  Committee Review and Discussion......................................      16
  Accounting Fees......................................................      17
  Audit Charter........................................................      17
Proposals of Shareholders..............................................      17



GENERAL INFORMATION

Solicitation by the Board of Directors

This proxy  statement  is being sent on or about March 14, 2003,  in  connection
with  the  solicitation  by the  Board of  Directors  of  Trustmark  Corporation
(Trustmark)  of proxies to be voted at the 2003 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.

Annual Meeting

The Annual  Meeting of  Shareholders  will be held in the Grand  Ballroom of the
Hilton  Jackson,  located at 1001 East  County Line Road,  Jackson,  Mississippi
39211, on Tuesday, April 15, 2003, at 2:00 p.m.

Shareholders Entitled to Vote

Shareholders  of record at the close of  business  on  February  17,  2003,  are
entitled to notice of and to vote at the  meeting in person or by proxy.  On the
record date, Trustmark had outstanding 60,429,110 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  overall  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.

In  July  2001,  the  Governance  Committee   recommended  that  the  governance
responsibilities  between the Boards of Directors of Trustmark and its principal
operating  subsidiary,  Trustmark National Bank (TNB), be more formally divided.
Under the  recommendation,  the  Governance  Committee  proposed to  establish a
smaller board for  Trustmark and a separate,  larger board for TNB whose members
would include the Board of Directors of Trustmark and  additional  persons to be
elected by Trustmark.

Additional  provisions of the new governance  structure include a retirement age
of  65  for  directors,   required   notification  of  changes  in  professional
responsibilities  and  residence,  a  director's  attendance  policy,  a Code of
Conduct for directors, and the authority to seek advice or counsel from external
advisers on an as-needed basis.

Furthermore,  the  Committee  proposed  implementing  a committee  structure and
revised director  accountabilities  that best enable the Board to address issues
such as business growth, human capital, and technology.

Trustmark's Board of Directors  unanimously  adopted the  recommendations of the
Governance  Committee,  which became  effective  on April 9, 2002.  The enhanced
structure  improves the  effectiveness  and efficiency of Trustmark's  corporate
decision-making  processes,  as well as improves the  oversight of  bank-related
operations and functions by TNB.

Board Mission

The role of the Board is to foster Trustmark's long-term success consistent with
its fiduciary responsibility 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.

Meetings of the Board of Directors

The Board of Directors met six times in 2002. 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 2002.

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

The  Audit  and  Finance  Committee  meets  at  least  six  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  also  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.

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 2002.

                        Audit and               Human                Strategic
     Director            Finance   Executive  Resources  Nominating   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
2002 Meetings               8          7          8           0          2

Director Compensation

Prior to the new  governance  structure  taking  effect  on April 9,  2002,  the
Chairman of the Board, an independent director at that time, received $4,250 per
month.  All members of the Executive  Committee were paid $2,125 per month;  and
all other  directors  and each  committee  chair  received  $1,000  and  $1,250,
respectively,  for each Board  meeting  attended.  Those members of the Board of
Directors  who were  compensated  officers of  Trustmark  or TNB did not receive
compensation for service on the Board or board committees.

Subsequent  to April 9,  2002,  all  directors  receive a  retainer  of  $12,000
annually.  The Executive  Committee members receive a retainer of $3,000 and the
Executive Committee Chair receives an additional  retainer of $3,000.  Directors
receive $1,000 for each Board meeting attended.  Likewise, all committee members
and committee  chairs  receive $500 and $750,  respectively,  for each committee
meeting  attended.  The CEO is the only  member of  management  on the Board and
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 9, 2002, each outside 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 2012.




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.  Shareholders  wishing to make  nominations  to the
Board of Directors  must do so in accordance  with the provisions of Article II,
Section 10 of Trustmark's Bylaws.

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...............62           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,
                                               Mississippi College, Taxolog, Inc.

Reuben V.  Anderson............60           o  Partner, Phelps Dunbar, L.L.P. (Attorney)
(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,
                                               National Job Corp. Association

John L. Black, Jr..............63           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.........57           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..............58           o  CEO, Southern Farm Bureau Casualty Insurance Company
(Photo)                                        and 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, Cimarron
                                               Mortgage Company, Mississippi Methodist Hospital &
                                               Rehabilitation Center, National Association of Independent
                                               Insurers




Richard G. Hickson ............58           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, Millsaps College, Mississippi
                                               Economic Council, St. Dominic-Jackson Memorial Hospital

Matthew L. Holleman III........51           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 , Galaxie
                                               Corporation, Capitol Street Corporation, Waggoner
                                               Engineering, InTime, Inc.

William Neville III............62           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,
                                               Foundation for Public Broadcasting, RetailAdWorld -
                                               Visual Reference Publications

Richard H. Puckett.............48           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, Senior
                                               Executive Advisory Board - College of Business &
                                               Industry, Mississippi State University

Carolyn C. Shanks..............41           o  President and CEO, Entergy Mississippi, Inc. (since 1999)
(Photo)                                        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, Mississippi Economic Council, Executive
                                               Advisory Board - College of Business & Industry, Mississippi State University,
                                               Business and Industry Political Action Committee

Kenneth W. Williams............61           o  President, Corinth Coca-Cola Bottling Works (since 2000);
(Photo)                                        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...........61           o  President and Chairman, The Yates Companies, Inc. (Construction)
(Photo)                                     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 68 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,  1997,  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          1997      1998        1999       2000       2001       2002
-------------       ----     ------       ------    ------     ------     ------
Trustmark           100       99.52       96.33      96.84     114.52     115.35
MG-SE Banks         100       95.24       79.21      80.87     101.70     108.85
NASDAQ Market       100      141.04      248.76     156.35     124.64      86.94

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
5% 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 1,750 shares which the individual has the right to
acquire through the exercise of options granted under Trustmark's 1997 Long Term
Incentive  Plan. 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 12/31/02         Shares
---------------------------------------        ------------------    -----------
Robert M. Hearin Foundation;                    7,895,034(1)           13.06%
    Robert M. Hearin Support Foundation
    711 West Capital Street
    Jackson, MS 39207
J. Kelly Allgood                                   49,408
Reuben V. Anderson                                 23,157(2)
John L. Black, Jr.                                327,950(2)
William C. Deviney, Jr.                            13,350
C. Gerald Garnett                               1,438,746(3)            2.38%
Richard G. Hickson                                204,185(4)
Matthew L. Holleman III                         7,939,655(5)           13.14%
Gerard. R. Host                                    93,139(2)(6)
James S. Lenoir                                    18,500(7)
William Neville III                               153,950(8)
Richard H. Puckett                                203,270(2)(9)
William O. Rainey                                  50,377(10)
Carolyn C. Shanks                                   1,200(11)
Harry M. Walker                                   107,233(2)(12)
Kenneth W. Williams                                11,825
Williams G. Yates, Jr.                             17,000(11)(13)
Directors and executive officers of
Trustmark as a group                           10,745,954              17.78%



(1)  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.
(2)  Includes shares owned by spouse and/or minor children.
(3)  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.
(4)  Includes  191,502 shares which the nominee has the right to acquire through
     the exercise of options granted under  Trustmark's 1997 Long Term Incentive
     Plan.
(5)  Includes  44,621 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.
(6)  Includes 58,446 shares which the named  individual has the right to acquire
     through the exercise of options  granted under  Trustmark's  1997 Long Term
     Incentive Plan.
(7)  Includes 16,500 shares which the named  individual has the right to acquire
     through the exercise of options  granted under  Trustmark's  1997 Long Term
     Incentive Plan.
(8)  Includes 17,000 shares held by a corporation controlled by the nominee.
(9)  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.
(10) Includes 21,500 shares which the named  individual has the right to acquire
     through the exercise of options  granted under  Trustmark's  1997 Long Term
     Incentive Plan.
(11) Includes  1,000 shares which the named  individual has the right to acquire
     through the exercise of options  granted under  Trustmark's  1997 Long Term
     Incentive Plan.
(12) Includes 47,943 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 8,724 shares held by a corporation controlled by the nominee.

Section 16(a) Beneficial Ownership Reporting Compliance

As part of Trustmark's  on-going regulatory and compliance review process during
2002, it was determined that certain  additional persons should have been filing
reports under Section 16. The following individuals, who were deemed to have not
filed timely reports in 2002, have subsequently  filed all required reports:  T.
Harris Collier III, Louis E. Greer, James S. Lenoir, James M. Outlaw, William O.
Rainey, and Zach L. Wasson.

In  addition,  Gerard R. Host made one late filing  related to three  charitable
gifts made in prior  years and one late  filing  related  to a  transfer  to his
spouse made in 2002 for estate planning purposes.

Trustmark  reviewed the late filers'  transactions  and determined there were no
short-swing liabilities owed.

EXECUTIVE COMPENSATION

Compensation Table

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)
                                          ===================   ====================   ================
      Name and Principal                                        Securties Underlying
          Position at                                             Stock Options
       December 31, 2002         Year      Salary      Bonus    (Number of Shares)
-----------------------------    ----     --------   --------   --------------------   ----------------
                                                                             
Richard G. Hickson               2002     $550,000   $550,621          45,000               $9,000
Chairman and CEO,                2001      523,958    519,868          49,000                6,239
Trustmark Corporation;           2000      499,375    423,743          46,500                6,239
Chairman and CEO,
Trustmark National Bank

Gerard R. Host                   2002     $254,500   $194,963          17,000               $9,000
President and COO                2001      241,583    183,985          19,500                6,239
Consumer Services Division,      2000      231,708    151,441          18,500                6,239
Trustmark National Bank

Harry M. Walker                  2002     $246,167   $141,347          17,000               $9,000
President and COO                2001      241,583    174,188          19,500                6,239
Commercial Services Division,    2000      231,708    148,735          18,500                6,239
Trustmark National Bank

James S. Lenoir                  2002     $173,967    $81,846           6,500               $5,219
Executive Vice President and     2001      169,592     62,937           7,500                4,469
Chief Risk Officer,              2000      164,600     61,714           7,500                 N/A
Trustmark National Bank

William O. Rainey                2002     $168,667    $83,329           6,500               $9,000
Executive Vice President and     2001      164,292     68,156           7,500                6,044
Chief Banking Officer,           2000      159,313     62,224           7,500                6,044
Trustmark National Bank


(1) All other compensation represents contributions to the 401(k) plan.

Option Grants in 2002

The following table sets forth, as to each named executive officer,  information
with respect to options  granted on April 9, 2002 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 2002 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                      2002     in 2002   Share (1)      Date              5%             10%
----------------------  --------   -------   ---------   ----------      -----------------------------
                                                                       
Richard G. Hickson        45,000    11.47%    $25.4569    4/9/2012        $720,437       $1,825,728
Gerard R. Host            17,000     4.33      25.4569    4/9/2012         272,165          689,720
Harry M. Walker           17,000     4.33      25.4569    4/9/2012         272,165          689,720
James S. Lenoir            6,500     1.66      25.4569    4/9/2012         104,063          263,716
William O. Rainey          6,500     1.66      25.4569    4/9/2012         104,063          263,716


(1)  The  exercise  price  of all  options  was  equal to the  closing  price of
     Trustmark's common shares on the grant date.



Option Exercises and Year-End Option Values

The following table reflects  information  regarding  options  exercised by each
named executive officer in 2002 as well as the number and value of the remaining
options held by those executive officers at December 31, 2002.



                                                                              Value of Unexercised
                                                      Options at              In-the-Money Options
                        Shares                      Fiscal Year-End            at Fiscal Year-End
                       Acquired      Value    ==========================   ==========================
Name                 On Exercise   Realized   Exercisable  Unexercisable   Exercisable  Unexercisable
------------------   -----------   --------   -----------  -------------   -----------  -------------
                                                                        
Richard G. Hickson      7,683      $ 95,720     146,104       122,713       $ 696,141     $ 234,682
Gerard R. Host         23,489       292,642      40,798        52,213         135,060       105,883
Harry M. Walker        33,992       383,470      30,295        52,213          68,442       105,883
James S. Lenoir          N/A          N/A         9,750        17,250          28,570        33,595
William O. Rainey        N/A          N/A        14,750        17,250          34,182        33,595


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:

    Three-Year
  Average Annual       ------------Years of Credited Service--------------
   Compensation            15      20         25         30         35
-------------------   ----------------------------------------------------
    $  50,000           $7,574   $ 8,953    $ 9,982    $10,748    $11,317
       75,000           11,361    13,429     14,973     16,122     16,976
      100,000           15,148    17,906     19,964     21,496     22,634
      125,000           18,935    22,382     24,954     26,870     28,293
      150,000           22,722    26,859     29,945     32,244     33,951
      200,000           30,296    35,812     39,927     42,992     45,268

Years of credited  service  for the  highest  paid  executives  are:  Richard G.
Hickson  - 6 years,  Gerard  R.  Host - 19  years,  Harry M.  Walker - 31 years,
William O. Rainey - 21 years, James S. Lenoir - 4 years.

Benefits  payable  under the Plan are based on a formula that takes into account
the participant's  average compensation over the highest consecutive  three-year
period  and the  number  of  years of  credited  service.  Average  compensation
consists of W-2 taxable income  adjusted for associate  contributions  to 401(k)
and cafeteria  plans,  excess group term life insurance,  automobile  allowance,
moving  expenses  and any  severance  pay.  For 2002,  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, 2002.  Amounts payable  pursuant to
the Plan are not subject to deduction for social security.

Deferred Compensation 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  capped 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 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 Harry M. Walker and Gerard R. Host.

Under these  agreements,  if Mr. Walker or Mr.  Host'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  and Mr.  Walker  are  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 eight  meetings  in 2002,
determines the compensation of Trustmark's Chief Executive  Officer,  as well as
reviews and approves the compensation of other executive officers as recommended
by the CEO. Compensation includes salary, bonus, and stock options.

Chief Executive Officer Compensation - 2002

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.

In  2002,  Mr.  Hickson  was  awarded  options  to  purchase  45,000  shares  of
Trustmark's  stock at  $25.4569  per share,  which was the 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 Officer Compensation - 2002

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 2002 were based on an incentive program
that measures performance goals. These goals measure corporate performance, line
of business performance and individual management effectiveness.

In 2002, 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 2002, 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.  In
2002,  Trustmark retained this firm on various legal matters.  It is anticipated
this firm will be retained  during  2003 until the  conclusion  of a  particular
legal matter. Trustmark does not expect to retain this firm thereafter.

TRANSACTIONS WITH MANAGEMENT

No  executive  officer,  director,  nominee,  their  related  entities  or their
immediate family members have been indebted to Trustmark,  or any  subsidiaries,
other than TNB, at any time since  January 1, 2002.  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
executive officers,  directors,  nominees, 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 2002,  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 eight
meetings during 2002.

Independent Public Accountants

On April 29, 2002, the Board of Directors,  based on the  recommendation  of the
Audit and Finance  Committee,  announced  the  engagement  of KPMG LLP (KPMG) as
Trustmark's  independent  accountants 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.

Committee Review and Discussion

The  Committee  reviewed  and  discussed  with  management  and KPMG the audited
financial  statements as of and for the three years ended December 31, 2002. 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 audited
financial  statements be included in Trustmark's  Annual Report on Form 10-K for
the year ended December 31, 2002.

Accounting Fees

(1)  Audit Fees - The  aggregate  audit fees billed to Trustmark  during 2002 by
     KPMG were $470,719.  These fees were for work in connection  with the audit
     of  Trustmark's  consolidated  financial  statements  as  of  and  for  the
     three-years  ended  December  31,  2002,  as well  as  limited  reviews  of
     Trustmark's unaudited consolidated interim financial statements included in
     Trustmark's quarterly reports on Form 10-Q.

(2)  Financial Information Systems Design and Implementation Fees - During 2002,
     KPMG did not bill  Trustmark  for design and  implementation  of  financial
     information systems.

(3)  All Other Fees - The aggregate fees billed by KPMG to Trustmark during 2002
     for  audit-related  and  other  services,   totaled  $19,156  and  $72,987,
     respectively.  The Committee has  considered  whether the rendering of such
     non-audit  services by KPMG is compatible  with  maintaining  the principal
     accountant's   independence  and  concluded  it  would  not  affect  KPMG's
     independence.

Audit Charter

The Audit and Finance  Committee  reviews  and  reassesses  the  adequacy of the
Committee's Charter on an annual basis. During 2002, no changes were made to the
Charter filed as an exhibit to the proxy statement dated April 10, 2001.

All members of Trustmark's Audit and Finance Committee are independent directors
as defined by NASD rules:

        J. Kelly Allgood - Chair
        John L. Black, Jr.
        Richard H. Puckett
        Kenneth W. Williams

PROPOSALS OF SHAREHOLDERS

Shareholders may submit proposals to be considered at the 2004 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  15,  2003,  in order to be  considered  for  inclusion  in
Trustmark's proxy materials for the 2004 Annual Meeting.



(Logo)
                              TRUSTMARK CORPORATION

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                          ANNUAL MEETING OF SHAREHOLDS

                                 APRIL 15, 2003


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 Grand Ballroom at the Hilton Jackson,  located
at 1001 East County Line Road, Jackson, Mississippi, on Tuesday, April 15, 2003,
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).

Address Changes/Comments:

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


(If you noted any address changes/comments above, please mark corresponding box
on the reverse side).

                   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
Use the  Internet  to  transmit  your  voting  instructions  and for  electronic
delivery  of  information  up until 11:59 p.m.  Eastern  Time the day before the
meeting  date.  Have your proxy  card in hand when you access the web site.  You
will be prompted to enter your 12-digit Control Number which is located below to
obtain your records and to create an electronic voting instruction form.

Vote by Phone - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59
p.m. Eastern Time the day before the meeting date. Have your proxy card in hand
when you call. You will be prompted to enter your 12-digit Control Number which
is located below and then follow the simple instructions the Vote Voice provides
you.

Vote by Mail
Mark, sign, and date your proxy card and return it in the postage-paid  envelope
we have  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

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.

For  address  changes  and/or  comments,  please  write  them on the back  where
indicated and check this box.                                (     )

If you plan to attend the meeting, please check this box.    (     )

----------------------------------          --------
Signature (PLEASE SIGN WITHIN BOX)          Date

----------------------------------          --------
Signature (Joint Owners)                    Date