Filed
by the Registrant
þ
|
|||||
Filed
by a Party other than the Registrant
o
|
|||||
|
|||||
Check
the appropriate box:
|
|
|
|||
|
|||||
o
|
|
Preliminary
Proxy Statement
|
|
|
|
o
|
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
|||
þ
|
|
Definitive
Proxy Statement
|
|
|
|
o
|
|
Definitive
Additional Materials
|
|
|
|
o
|
|
Soliciting
Material Pursuant to §240.14a-12
|
þ
|
|
No
fee required.
|
||
o
|
|
$125
per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item
22(a)(2) of Schedule 14A.
|
||
o
|
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
|
o
|
|
Fee
paid previously with preliminary materials
|
|
||
o
|
|
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 No.:
|
|
|
3) Filing Party:
|
|
|
4) Date Filed:
|
DATE
AND TIME………………………...
|
Tuesday,
May 9, 2006, at 10:00 a.m.
|
LOCATION………………………………..
|
Grand
Ballroom
Hilton
Hotel
1001
East County Line Road
Jackson,
Mississippi 39211
|
ITEMS
OF BUSINESS……………………
|
(1)
To elect a board of eleven 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 March 13, 2006, 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.
|
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).
|
• Providing
strategic guidance and oversight,
|
• Acting
as a resource on strategic issues and in matters of planning and
policymaking,
|
• Ensuring
that management’s operations contribute to Trustmark’s financial
soundness,
|
• Promoting
social responsibility and ethical business conduct,
|
• Providing
insight and guidance on complex business issues and problems in
the
banking and financial services industries,
|
• Ensuring
that an effective system is in place to facilitate selection, succession
planning and compensation of the Chief
Executive
Officer, and
|
• Ensuring
Trustmark’s compliance with all relevant legal and regulatory
requirements.
|
Director
|
|
Audit
and Finance
|
|
Executive
|
|
Human
Resources
|
|
Nominating
|
|
Strategic
Planning
|
J.
Kelly Allgood
|
Chair
|
X
|
X
|
X
|
||||||
Reuben
V. Anderson
|
X
|
Chair
|
X
|
|||||||
William
C. Deviney, Jr.
|
|
|
|
|
|
X
|
|
|
|
|
C.
Gerald Garnett
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
Richard
G. Hickson
|
|
|
|
X
|
|
|
|
|
|
|
Matthew
L. Holleman III
|
Chair
|
Chair
|
Chair
|
|||||||
John
M. McCullouch
|
||||||||||
Richard
H. Puckett
|
X
|
|||||||||
R.
Michael Summerford
|
|
X
|
|
|
|
X
|
|
|
|
|
Kenneth
W. Williams
|
|
X
|
|
|
|
|
|
|
|
|
William
G. Yates, Jr.
|
|
|
|
|
|
|
|
|
|
X
|
2005
Meetings
|
5
|
6
|
9
|
1
|
2
|
•
|
Personal
and Professional Integrity
|
•
|
Accountability
|
•
|
Informed
Business Judgment
|
•
|
Mature
Confidence
|
•
|
High
Performance Standards
|
•
|
Initiative
and Responsiveness
|
•
|
Business
Credibility
|
•
|
Communication
Skills
|
•
|
Crisis
Management Skills
|
•
|
Facilitation
Skills
|
•
|
Relationship
Building/Networking
|
|
Board
Committees
|
||||
Individual
Director Competencies
|
Audit
& Finance
|
Executive
|
Human
Resources
|
Nominating
|
Strategic
Planning
|
1.
Financial Acumen
|
|
||||
Accounting
& finance knowledge
|
ü
|
ü
|
|
ü
|
ü
|
Financial
statement analysis
|
ü
|
|
|
|
|
Knowledge
of capital markets
|
ü
|
|
|
|
ü
|
Financial
planning
|
ü
|
|
|
|
|
Ability
to communicate financial concepts in
lay
terms
|
ü
|
|
|
|
ü
|
2.
Organizational Effectiveness
|
|
||||
Talent
management
|
|
|
ü
|
|
|
Understanding
of compensation issues
|
|
|
ü
|
|
|
Ability
to discern candidate qualifications
|
|
|
ü
|
|
|
3.
Strategic Direction
|
|
||||
Vision
|
|
ü
|
|
ü
|
ü
|
Strategic
perspective
|
|
ü
|
|
ü
|
ü
|
Technology
knowledge
|
ü
|
|
|
|
|
Industry
knowledge
|
ü
|
ü
|
|
ü
|
ü
|
Name and Age at Record Date | Position, Principal Occupation and Directorships |
J.
Kelly Allgood............................65
|
|
|
•Retired
President, BellSouth Mississippi
|
•Director
of Trustmark since 1991
|
|
•Trustmark
Corporation Committees:
|
|
Audit
and Finance (Chair)
|
|
Executive
|
|
Nominating
|
|
Strategic
Planning
|
|
•Other
Directorships: Trustmark National Bank
|
Reuben
V. Anderson.....................63
|
|
|
• Partner,
Phelps Dunbar, L.L.P. (Attorneys)
|
• Director
of Trustmark since 1980
|
|
• Trustmark
Corporation Committees
|
|
Executive
|
|
Human
Resources (Chair)
|
|
Nominating
|
|
• Other
Directorships: Trustmark National Bank,
|
|
BellSouth
Corporation, The Kroger Company
|
Name and Age at Record Date | Position, Principal Occupation and Directorships |
William
C. Deviney, Jr.................60
|
|
|
• CEO,
Deviney Construction Company, Inc.
|
(Telecommunications Construction)
|
|
• Director
of Trustmark since 1995
|
|
• Trustmark
Corporation Committees:
|
|
Human
Resources
|
|
• Other
Directorships: Trustmark National Bank
|
C.
Gerald Garnett.........................61
|
|
|
• Retired CEO,
Southern Farm Bureau Casualty
|
Insurance
Company and Southern Farm Bureau
|
|
Property Insurance Company
|
|
• Director
of Trustmark since 1993
|
|
• Trustmark
Corporation Committees:
|
|
Executive
|
|
Human
Resources
|
|
Nominating
|
|
Strategic
Planning
|
|
• Other
Directorships: Trustmark National
Bank
|
Richard
G. Hickson......................61
|
|
|
• Chairman,
President and CEO, Trustmark Corporation;
|
Chairman and CEO, Trustmark National Bank
|
|
• Director
of Trustmark since 1997
|
|
• Trustmark
Corporation Committees:
|
|
Executive
|
|
• Other
Directorships: Trustmark National Bank
|
Name and Age at Record Date | Position, Principal Occupation and Directorships |
Matthew
L. Holleman III.............54
|
|
|
• President
and CEO, Galaxie Corporation; President,
|
Capitol
Street Corporation, H.H. Corporation and
|
|
Bay Street Corporation (Investment
Management);
|
|
President and CEO, Mississippi Valley Gas Company (1987-2002)
|
|
(Natural Gas Distribution)
|
|
• Director
of Trustmark since 1994
|
|
• Trustmark
Corporation Committees:
|
|
Executive
(Chair)
|
|
Nominating
(Chair)
|
|
Strategic
Planning (Chair)
|
|
•
Other
Directorships: Trustmark National Bank
|
John
M. McCullouch...................58
|
|
|
•
President,
BellSouth Mississippi
|
•
Director
of Trustmark since 2005
|
|
•
Other
Directorships: Trustmark National Bank
|
Richard
H. Puckett......................51
|
|
|
•
President
and CEO, Puckett Machinery Company
|
(Distributor of Heavy Earth Moving Equipment)
|
|
•Director
of Trustmark since 1995
|
|
•Trustmark
Corporation Committees:
|
|
Audit
and Finance
|
|
•Other
Directorships: Trustmark National Bank
|
Name and Age at Record Date | Position, Principal Occupation and Directorships |
R.
Michael Summerford............57
|
|
|
•
Former
President and COO, ChemFirst, Inc.
|
(Manufacturer of Electronic and Specialty Chemicals)
|
|
•
Director
of Trustmark since 2005
|
|
•
Trustmark
Corporation Committees:
|
|
Audit
and Finance
|
|
Human
Resources
|
|
•
Other
Directorships: Trustmark National Bank
|
Kenneth
W. Williams.................64
|
|
|
•
President,
Corinth Coca-Cola Bottling Works;
|
President, Refreshments, Inc., and Refreshments
|
|
of Tennessee, Inc.; Secretary/Treasurer,
|
|
Weaver Consolidated Group, Inc. (Soft
Drink Bottler)
|
|
•
Director
of Trustmark since 1998
|
|
•
Trustmark
Corporation Committees:
|
|
Audit
and Finance
|
|
•
Other
Directorships: Trustmark National Bank
|
William
G. Yates, Jr...................64
|
|
|
•
President
and CEO, The Yates Companies, Inc.
|
(Construction)
|
|
•
Director
of Trustmark since 2001
|
|
•
Trustmark
Corporation Committees:
|
|
Strategic
Planning
|
|
•
Other
Directorships: Trustmark National Bank
|
Company
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
Trustmark
(♦)
|
100
|
118.26
|
119.12
|
150.38
|
163.83
|
149.07
|
Hemscott
Industry Group 413 (■)
|
100
|
125.76
|
134.60
|
171.85
|
197.60
|
200.09
|
NASDAQ
Market (▲)
|
100
|
79.71
|
55.60
|
83.60
|
90.63
|
92.62
|
Shares
Beneficially
|
Percent
of
|
|||||
Owned
|
Outstanding
|
|||||
Name
|
as
of 03/01/06 (1)
|
Shares
|
||||
Robert
M. Hearin Foundation;
|
7,895,034
|
(2)
|
14.16%
|
|||
Robert
M. Hearin Support Foundation
|
||||||
Post
Office Box 16505
|
||||||
Jackson,
MS 39236
|
||||||
J.
Kelly Allgood
|
|
62,377
|
|
|
|
|
Reuben
V. Anderson
|
|
29,959
|
(3)
|
|
|
|
William
C. Deviney, Jr.
|
|
21,166
|
|
|
|
|
Duane
A. Dewey
|
19,487
|
(4)
|
||||
C.
Gerald Garnett
|
16,989
|
|||||
Richard
G. Hickson
|
358,101
|
(3)(5)
|
||||
Matthew
L. Holleman III
|
7,946,349
|
(6)
|
14.25%
|
|||
Gerard
R. Host
|
170,955
|
(3)(7)
|
||||
John
M. McCullouch
|
1,200
|
(8)
|
||||
Richard
H. Puckett
|
|
87,842
|
(3)
|
|
|
|
R.
Michael Summerford
|
2,000
|
(8)
|
|
|
|
|
Harry
M. Walker
|
175,546
|
(3)(9)
|
||||
Zach
L. Wasson
|
47,088
|
(10)
|
||||
Kenneth
W. Williams
|
18,502
|
|||||
Williams
G. Yates, Jr.
|
27,212
|
(11)(12)
|
||||
Directors
and executive officers of Trustmark as
a group
|
|
9,215,718
|
(13)
|
16.52 %
|
(1) |
Includes
options exercisable within 60 days of March 1,
2006.
|
(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
15,000 shares that the named individual has the right to acquire
through
the exercise of options and 3,000 shares of performance-based restricted
stock with respect to which the nominee has sole voting power but
which
cannot be transferred prior to vesting.
|
(5) |
Includes
285,076 shares that the nominee has the right to acquire through
the
exercise of options and 34,923 shares of performance-based restricted
stock with respect to which the nominee has sole voting power but
which
cannot be transferred prior to vesting.
|
(6) |
Includes
51,315 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
106,255 shares that the named individual has the right to acquire
through
the exercise of options and 17,902 shares of performance-based restricted
stock with respect to which the named individual has sole voting
power but
which cannot be transferred prior to
vesting.
|
(8) |
Includes
1,000 shares that the named individual has the right to acquire through
the exercise of options.
|
(9) |
Includes
98,144 shares that the named individual has the right to acquire
through
the exercise of options and 3,000 shares of performance-based restricted
stock with respect to which the nominee has sole voting power but
which
cannot be transferred prior to vesting.
|
(10) |
Includes
35,625 shares that the named individual has the right to acquire
through
the exercise of options and 3,000 shares of performance-based restricted
stock with respect to which the nominee has sole voting power but
which
cannot be transferred prior to vesting.
|
(11) |
Includes
5,500 shares that the named individual has the right to acquire through
the exercise of options.
|
(12) |
Includes
9,436 shares held by a corporation controlled by the
nominee.
|
(13) | Includes shares held directly or indirectly by 22 individuals: the persons listed herein, as well as Trustmark’s other remaining executive officers, the Chief Accounting Officer and the General Counsel/Secretary. |
|
|
Long-Term
|
All
Other
|
||||||
|
|
Annual
Compensation
|
Compensation
|
Compensation
(3)
|
|||||
|
|
|
Restricted
Stock Awards
($)(2)
|
Securities
Underlying Stock Options (# of Shares)
|
|||||
|
|
Other
Annual
|
|||||||
Name
and Principal Position
|
Year
|
|
Salary
|
Bonus
|
Compensation
(1)
|
|
|||
Richard
G. Hickson
|
2005
|
$680,022
|
$409,773
|
$22,214
|
$487,844
|
n/a
|
$9,450
|
||
Chairman,
President and CEO,
|
2004
|
646,667
|
406,310
|
34,623
|
n/a
|
45,000
|
9,225
|
||
Trustmark
Corporation;
|
2003
|
596,458
|
549,959
|
29,523
|
n/a
|
45,000
|
9,000
|
||
Chairman
and CEO,
|
|
||||||||
Trustmark
National Bank
|
|
||||||||
Gerard
R. Host
|
2005
|
|
$345,844
|
$189,663
|
$5,347
|
$249,256
|
n/a
|
$9,450
|
|
President
|
2004
|
|
321,667
|
195,419
|
5,040
|
n/a
|
25,000
|
9,225
|
|
General
Banking,
|
2003
|
|
296,791
|
210,107
|
4,884
|
n/a
|
25,000
|
9,000
|
|
Trustmark
National Bank
|
|
|
|
|
|
|
|
|
|
Harry
M. Walker
|
2005
|
|
$272,759
|
$110,000
|
$5,293
|
n/a
|
15,000
|
$9,450
|
|
President
|
2004
|
|
265,417
|
124,415
|
5,040
|
n/a
|
15,000
|
9,225
|
|
Jackson
Metro,
|
2003
|
|
257,624
|
129,939
|
4,884
|
n/a
|
15,000
|
9,000
|
|
Trustmark
National Bank
|
|
|
|
|
|
|
|
|
|
Duane
A. Dewey
|
2005
|
|
$264,175
|
$138,698
|
$5,254
|
n/a
|
15,000
|
$9,450
|
|
President
|
2004
|
|
256,250
|
163,698
|
4,695
|
n/a
|
15,000
|
2,446
|
|
Wealth
Management,
|
2003
|
|
88,141
|
167,000
|
1,328
|
n/a
|
10,000
|
n/a
|
|
Trustmark
National Bank
|
|
|
|
|
|
|
|
|
|
Zach
L. Wasson
|
2005
|
|
$198,340
|
$76,000
|
$5,268
|
n/a
|
7,500
|
$8,689
|
|
Executive
Vice President and
|
2004
|
|
188,333
|
76,570
|
5,040
|
n/a
|
7,500
|
9,103
|
|
Chief
Financial Officer,
|
2003
|
|
176,042
|
74,253
|
4,884
|
n/a
|
6,500
|
8,715
|
|
Trustmark
National Bank
|
|
|
|
|
|
|
|
|
(1)
|
None
of the named executive officers received perquisites or other
personal
benefits in excess of $50,000 or 10% of their total cash compensation
in
any of the years presented. Perquisites or other personal benefits
received by the named executive officers consist primarily of
club dues,
and for Mr. Hickson, an annual allowance (up to 20 hours) for
personal use
of Trustmark’s airplane.
|
(2)
|
Represents
the market value on the date of grant of performance-based restricted
stock awards (17,423 shares for Richard G. Hickson and 8,902
shares for
Gerard R. Host) granted on May 10, 2005 under the 2005 Stock
and Incentive
Compensation Plan based on the closing price of Trustmark’s common shares
on May 10, 2005 $28.00) and may not reflect the value of the
awards at
vesting and payment. The awards best based on achievement of
return on
average equity (ROAE) targets, with the vesting up to and including
100%
based on ROAE, and total shareholder return (TSR) targets, with
vesting up
to and including 100% based on TSR, compared to a group of peer
financial
institutions over an April 1, 2005 through December 31, 2007
performance
period provided the awardee remains employed through the end
of the
performance period. Partial time-weighted performance vesting
occurs based
on ROAE and TSR through the end of the calendar quarter prior
to an
employee’s death, disability, termination by Trustmark without cause or
termination by the employee for good reason or the occurrence
of a change
in control.
|
|
If
a greater than 100% vesting level with respect to the ROAE and
TSR targets
is achieved in the aggregate (with the maximum being 200%) for
a person
who remains employed for the entire performance period, then
an additional
award of service-based restricted stock (“excess shares”) will be issued
in the first 2-1/2 months after the end of the performance period
equal to
the number of shares awarded initially to that employee multiplied
by the
vesting over 100%. Any such awarded excess shares will vest at
the earlier
of Trustmark’s 2010 annual meeting of shareholders or May 31, 2010.
Accelerated vesting of these excess shares may also occur based
on an
employee’s death, disability, termination by Trustmark without cause or
termination by the employee for good reason or the occurrence
of a change
in control. The amounts shown in this column do not reflect the
market
value of any excess shares that may be awarded in the
future.
|
Dividends
on the initial performance-based restricted stock awards are
accumulated
and will vest and be paid when and to the extent the initial
performance-based restricted stock vests. Dividends on any excess
shares
issued will be accumulated and will vest and be paid when and
to the
extent the excess shares vest. At December 31, 2005, Messrs.
Hickson and
Host held 17,423 and 8.902 shares of restricted stock having
an aggregate
value of $478,610 and $244,538, respectively, based on a closing
price of
$27.47 per share.
|
|
(3)
|
All
other compensation represents Trustmark contributions to the
401(k)
plan.
|
|
|
Potential
Realizable Value at
|
||||||||||||
Assumed
Annual Rates of
|
||||||||||||||
Individual
Grants
|
|
Appreciation
for Option Term
|
||||||||||||
Number
of
Shares
Underlying
Options
Granted
|
%
of Total
Options
Granted
to
Associates
|
Exercise
Price
Per
|
Expiration
|
|
||||||||||
Name
|
in
2005
|
in
2005
|
Share
(1)
|
Date
|
|
5%
|
10%
|
|||||||
Richard
G. Hickson
|
none
|
n/a
|
n/a
|
n/a
|
|
n/a
|
n/a
|
|||||||
Gerard
R. Host
|
none
|
n/a
|
n/a
|
n/a
|
|
n/a
|
n/a
|
|||||||
Harry
M. Walker
|
15,000
|
4.99%
|
$28.28
|
5/10/2012
|
|
$
172,692
|
$
402,446
|
|||||||
Duane
A. Dewey
|
15,000
|
4.99
|
28.28
|
5/10/2012
|
|
172,692
|
402,446
|
|||||||
Zach
L. Wasson
|
7,500
|
|
2.50
|
28.28
|
5/10/2012
|
|
86,346
|
201,223
|
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
|
n/a
|
n/a
|
|
259,686
|
62,254
|
|
$
1,446,146
|
$
103,560
|
||||||||
Gerard
R. Host
|
n/a
|
n/a
|
|
90,865
|
37,254
|
|
474,300
|
64,460
|
||||||||
Harry
M. Walker
|
n/a
|
n/a
|
|
87,754
|
39,754
|
|
477,212
|
44,910
|
||||||||
Duane
A. Dewey
|
n/a
|
n/a
|
|
8,750
|
31,250
|
|
6,375
|
8,475
|
||||||||
Zach
L. Wasson
|
n/a
|
n/a
|
|
32,125
|
16,375
|
|
156,648
|
12,917
|
Five-Year
Average
Annual
|
Years
of Credited Service
|
|||||||
Compensation
|
15
|
20
|
25
|
30
|
35
|
45
|
||
$50,000
|
$6,092
|
$7,203
|
$8,031
|
$8,648
|
$9,106
|
$9,811
|
||
75,000
|
9,138
|
10,804
|
12,047
|
12,973
|
13,659
|
14,716
|
||
100,000
|
12,185
|
14,405
|
16,062
|
17,297
|
18,213
|
19,621
|
||
125,000
|
15,231
|
18,006
|
20,078
|
21,621
|
22,766
|
24,526
|
||
150,000
|
18,277
|
21,608
|
24,094
|
25,945
|
27,319
|
29,432
|
||
200,000
|
24,369
|
28,810
|
32,125
|
34,594
|
36,425
|
39,242
|
||
210,000 and above
|
25,587
|
30,251
|
33,731
|
36,324
|
38,246
|
41,204
|
Annual
|
||||
Name
|
Benefit
|
|||
Richard
G. Hickson
|
$
|
300,000
|
||
Gerard
R. Host
|
150,000
|
|||
Harry
M. Walker
|
125,000
|
|||
Duane
A. Dewey
|
100,000
|
|||
Zach
L. Wasson
|
75,000
|
1.
|
Audit
Fees - Audit fees include fees for professional
services
in connection with the audit of Trustmark’s consolidated financial
statements, review of internal controls, 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 2005 and 2004 were $642,760 and
$1,006,082
respectively. Fees for 2004 were substantially higher
due to the initial
implementation of Sarbanes - Oxley
compliance.
|
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 2005 and 2004 were
$19,000 and
$29,203, respectively.
|
3.
|
Tax
Fees - Tax fees include fees for professional services
rendered in
connection with tax compliance. KPMG did not provide
any tax services
during 2005. Tax fees billed during 2004 were
$4,128.
|
4.
|
All
Other Fees - All other fees include fees for professional
services
rendered in connection with consulting services provided.
KPMG did not
bill Trustmark for other fees during 2005 or
2004.
|
Comments:
|
VOTE
BY INTERNET
-www.proxyvote.com
Shareholders
may use the Internet to transmit their voting instructionsand for
electronic delivery of information up until 11:59 P.M. EasternTime
the day
before the meeting date. To vote on-line, have the proxycard in hand,
access the website above, and follow the instructions given.
|
||
TMK CORP
P.O. BOX 291
Jackson, MS 39205-0291
|
ELECTRONIC
DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
If
you would
like to reduce the costs incurred by Trustmark Corporationin mailing
proxy
materials, you can consent to receive all future proxystatements,
proxy
cards and annual reports electronically via e-mail orthe Internet.
To sign
up for electronic delivery, please follow the instructionsabove to
vote
using the Internet and, when prompted, indicate that youagree to
receive
or access shareholder communications electronicallyin future years.
|
|
VOTE
BY PHONE - 1-800-690-6903
Shareholders
may use any touch-tone telephone to transmit theirvoting instructions
up
until 11:59 P.M. Eastern Time the day before themeeting date. To
vote by
telephone, have the proxy card in hand, callthe toll-free number
above,
and follow the instructions given.
|
||
VOTE
BY MAIL
Shareholders
should mark, sign, and date their proxy card and return itin the
postage-paid envelope provided or return it to TrustmarkCorporation,
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
|
DETACH
AND
RETURN THIS PORTION ONLY
|
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)
William
C. Deviney, Jr.
04)
C. Gerald
Garnett
05)
Richard
G. Hickson
06)
Matthew
L. Holleman III
|
07)
John M.
McCullouch
08)
Richard
H. Puckett
09)
R.
Michael Summerford
10)
Kenneth
W. Williams
11)
William
G. Yates, Jr.
|
For
All o Withhold
All o For All
Except o
|
To
withhold
authority to vote for any individual nominee, mark "For All Except"
and
write the nominee's name on the line below.
____________________________
|
2.
|
To
transact
such other business as may properly come before the meeting.
|
|||
If
you wish
to cumulate votes for Directors, do NOT mark "For All", "Withold
All" or
"For All Except" above, but check this box and write your voting
insturctions on the back of this card.
|
o
|
|||
Please indicate if you plan to attend this meeting | Yes o No o |